Romios Gold Resources Inc. — Capital/Financing Update 2023

Jan 4, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

ROMIOS GOLD RESOURCES INC. (the “Company” or “Romios”) 500-2 Toronto St. Toronto, ON M5C 2B6

Item 2. Date of Material Change

The material change occurred on December 30, 2022.

Item 3. News Release

The News Release as filed on SEDAR was disseminated on December 30, 2022 through Newsfile Corp.

Item 4.

Summary of Material Change

Romios announced, on December 30, 2022, that, further to its Press Release of December 23, 2022, it had closed its non-brokered private placement on the increased amount of 5,200,000 flow-through units (the “ FT Units ”) for $208,000 (the “ Offering ”).

Two (2) insiders of the Company subscribed for 1,250,000 FT Units for $50,000 of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“ MI 61-101 ”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders does not exceed 25% of its market capitalization.

Item 5. Full Description of Material Change

Each FT Unit is priced at $0.04 and consists of one (1) common share and one (1) share purchase warrant (a “ Warrant ”). Each Warrant entitles the holder to purchase one (1) common share (a “ Warrant Share ”) at a price of $0.08 per Warrant Share until December 30, 2024.

Qwest Investment Fund Management Ltd. was paid $9,000 in cash and issued 225,000 compensation warrants (“ Compensation Warrants ”). Each Compensation Warrant entitles the holder to acquire one (1) common share of the Company at a price of $0.08 until December 30, 2024.

Funds will be used for exploration of the Company’s properties in BC. All securities issued are subject to a statutory hold period expiring on May 1, 2024.

The insider private placements were approved by the disinterested directors of the Company.

The following table indicates the FT Units purchased by the Insiders, the postclosing direct and indirect holdings in the Company held and the percentage the

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holding represents in the post-closing outstanding shares:

Name	# of Listed Shares Purchased	Post-closing Direct & Indirect Holdings in the Issuer	% of Post- Closing Outstanding Shares(1)	% of Post- Closing Outstanding Partially diluted Shares(2)
Thomas Skimming, Director	125,000 FT Units	2,503,666 common shares 225,000 warrants 1,700,000 options	1.04%	1.82%
Anastasios (Tom) Drivas, President, CEO and Director	1,125,000 FT Units	19,525,621 common shares(3) 2,250,000 options 2,125,000 warrants	8.07%	9.71%

• (1) Based on issued and outstanding capital of 241,873,120 common shares after giving effect to the Offering.

• (2) Calculated based on issued and outstanding capital after giving effect to the Offering and the exercise of stock options and warrants by each insider and based on partially-diluted outstanding capital for the insider including common shares and warrants to be issued on this transaction to the insider and assuming the exercise of all options and warrants held by the insider.

• (3) Held as to 8,640,486 common shares directly, 5,950,000 common shares through 2019284 Ontario Inc. and 2,510,135 common shares through Alpha Delta Gas Inc. and 2,000,000 common shares through Canada Enerco Corp. and 425,000 common shares through a TFSA, 1,000,000 warrants through 2019284 Ontario Inc. and 1,125,000 warrants directly.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Confidentiality is not requested.

Item 7.

Omitted Information

No information has been omitted in respect of the material change.

Item 8.

Executive Officer

Stephen Burega, President and CEO (647)-515-3734 email: sburega@romios.com

Item 9. Date of Report

January 4, 2023

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