Romios Gold Resources Inc. Announces Termination of Letter of Intent With Star Gold Resources Corp.

Rhea-AI Summary

Romios Gold Resources Inc. (RMIOF) has announced the mutual termination of its non-binding Letter of Intent (LOI) with Star Gold Resources Corp. The LOI, dated February 28, 2025, proposed Star Gold's acquisition of all shares of Romios Gold Nevada Inc., including ownership of the Scossa Mine Property and Kinkaid Property. The transaction was contingent on due diligence, regulatory approvals, and successful capital raising.

Following a comprehensive review, both companies decided not to proceed with the Share Purchase Agreement. Stephen Burega, President and CEO of Romios Gold, expressed continued confidence in the Nevada properties' potential and stated the company will pursue alternative strategic options while advancing its projects in British Columbia's Golden Triangle and Northern Ontario.

Positive

• None.

Negative

• Failed acquisition deal for Romios Gold Nevada Inc. subsidiary
• Unable to complete strategic transaction for Scossa Mine and Kinkaid properties

Toronto, Ontario--(Newsfile Corp. - May 5, 2025) - Romios Gold Resources Inc. (TSXV: RG) (OTC Pink: RMIOF) (FSE: D4R) ("Romios Gold") today announced that the parties have mutually agreed to terminate the previously announced non-binding Letter of Intent ("LOI") dated February 28, 2025, regarding the proposed acquisition by Star Gold of all the issued and outstanding shares of Romios' wholly owned affiliate, Romios Gold Nevada Inc.

The contemplated transaction, which included the transfer of ownership and interests in the Scossa Mine Property and the Kinkaid Property, was subject to various conditions including satisfactory due diligence, regulatory approvals, and the successful completion of a capital raise. Following a thorough review and ongoing discussions, both companies have determined that it is in their respective best interests not to proceed with the proposed Share Purchase Agreement.

"We remain extremely confident in the quality and potential of the Scossa and Kinkaid properties", stated Stephen Burega, President and CEO of Romios Gold. "While we were not able to complete the proposed transaction under the originally proposed terms, Romios will continue to seek strategic alternatives to unlock value from our Nevada-based assets, while also advancing our broader portfolio of projects in British Columbia's Golden Triangle, as well as our large land package in Northern Ontario."

Both parties have expressed appreciation for the collaborative efforts during the negotiation period and wish each other continued success in future endeavors.

About Romios Gold Resources Inc.:

Romios Gold Resources Inc. is a progressive Canadian mineral exploration company engaged in precious- and base-metal exploration, focused primarily on gold, copper and silver. It has a 100% interest in the Lundmark-Akow Lake Au-Cu property plus 4 additional claim blocks in northwestern Ontario and extensive claim holdings covering several significant porphyry copper-gold prospects in the "Golden Triangle" of British Columbia. Additional interests include the Kinkaid claims in Nevada covering numerous Au-Ag-Cu workings, and two former producers: the Scossa mine property (Nevada) which is a former high-grade gold producer and the La Corne molybdenum mine property (Quebec). The Company retains an ongoing interest in several properties including a 2% NSR on McEwen Mining's Hislop gold property in Ontario; a 2% NSR on Enduro Metals' Newmont Lake Au-Cu-Ag property in BC, and the Company has signed a definitive agreement with Copperhead Resources Inc. ("Copperhead") whereby Copperhead can acquire a 75% ownership interest in Romios' Red Line Property in BC.

For more information, please click here for Romios' website.

Romios has 264 million common shares outstanding, 284 million shares fully diluted.

This News Release contains forward-looking statements which are typically preceded by, followed by or include the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not guarantees of future performance as they involve risks, uncertainties and assumptions. We do not intend and do not assume any obligation to update these forward-looking statements and shareholders are cautioned not to put undue reliance on such statements. TSX Venture Exchange or its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) do not accept responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Stephen Burega, CEO & President - 647-515-3734 or sburega@romios.com

John Biczok, P. Geo., VP Exploration - 613-410-7877 or jbiczok@romios.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250805

FAQ

Why did Romios Gold (RMIOF) terminate the LOI with Star Gold Resources?

The companies mutually agreed to terminate the LOI after determining it wasn't in their best interests to proceed, following a thorough review and discussions. The deal was subject to due diligence, regulatory approvals, and capital raising requirements.

What properties were involved in the terminated Romios Gold-Star Gold deal?

The deal involved the Scossa Mine Property and the Kinkaid Property, which are owned by Romios Gold Nevada Inc., a wholly owned subsidiary of Romios Gold Resources.

What are Romios Gold's (RMIOF) plans after terminating the Star Gold deal?

Romios Gold plans to seek alternative strategic options for its Nevada-based assets while continuing to advance its projects in British Columbia's Golden Triangle and Northern Ontario.

When was the original LOI between Romios Gold and Star Gold signed?

The non-binding Letter of Intent (LOI) was dated February 28, 2025, and its termination was announced on May 5, 2025.