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Toronto, Ontario – February 10, 2026 – Oreterra Metals Corp. (“Oreterra” or the “Company”) (previously, Romios Gold Resources Inc.) (TSXV: OTMC) (OTCID: OTMCF or RMIOD, FSE: D4RO, WKN: A421RQ) is pleased to announce that it intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to $6,000,000 through the issuance of a combination of hard-dollar units (“HD Units”) at a price of $0.45 per HD Unit and flow-through units (“FT Units”) at a price of $0.50 per FT Unit (collectively, the “Offering”).
Closing of the Offering is scheduled for March 20, 2026.
The majority of the gross proceeds from the sale of both the HD Units and the FT Units will be used to carry out the first-ever drilling during the approaching field season at the large-scale Trek South porphyry copper-gold prospect located in northwestern British Columbia.
The Trek South prospect is new to science, having been revealed by ice melt in recent years, and consists of stacked, high-order alteration, geochemical, and geophysical anomalies. It is located in British Columbia’s Golden Triangle, adjacent to Teck-Newmont’s Galore Creek deposits in ideal terrain and close to partially completed infrastructure.
A comprehensive NI 43-101 Technical Report on the Trek property dated January 20, 2026 can be found on the Company’s website at www.oreterra.com and on the Company’s issuer profile at www.sedarplus.com. An investor presentation summarizing the Trek South prospect is also available at www.oreterra.com.
In connection with the Offering, the Company has entered into a fiscal advisory agreement with Canaccord Genuity Corp. (“Canaccord”). Subject to the approval of the TSX Venture Exchange (“TSXV”), the Company shall compensate Canaccord in the amount of $25,000, payable in HD Units of the Company (the “Compensation Units”) issued at $0.45 per Compensation Unit on the same terms as the HD Units.
In addition, finder’s fees of up to 6%, payable in cash, securities, or a combination thereof, may be paid by Oreterra in connection with the Offering, subject to TSXV rules.
Insiders may participate for up to 10% of the Offering. Such insider participation will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) pursuant to sections 5.5(a) and 5.7(1)(a), as the fair market value of the consideration issued to insiders will not exceed 25% of the Company’s market capitalization.
HD Units – $0.45 per unit
Each HD Unit will consist of:
Each HD Warrant entitles the holder to purchase one additional common share at an exercise price of $0.60 per share for a period of three (3) years following the closing of the Offering.
FT Units – $0.50 per unit
Each FT Unit will consist of:
Each FT Warrant entitles the holder to purchase one additional common share at an exercise price of $0.60 per share for a period of three (3) years following the closing of the Offering.
The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).
An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses qualifying as:
(collectively, the “Qualifying Expenditures”).
Qualifying Expenditures in an amount not less than the gross proceeds raised from the FT Shares will be incurred (or deemed incurred) by December 31, 2027, and renounced to the initial purchasers with an effective date no later than December 31, 2026.
Net proceeds from the HD Units will be used primarily for exploration activities at the Trek property and for general working capital purposes.
The Offering is expected to close on or about March 20, 2026, subject to receipt of all required regulatory approvals, including approval of the TSXV.
All securities issued will be subject to a hold period of four months and one day in accordance with applicable Canadian securities laws.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States except pursuant to applicable exemptions. This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.
The technical information in this news release has been reviewed and approved by John Biczok, P.Geo., Vice President, Exploration for Oreterra, and a Qualified Person as defined by National Instrument 43-101.
Oreterra Metals Corp. commenced trading on February 2, 2026, under the new ticker OTMC, following a months-long restructuring of the former Romios Gold Resources Inc.
Management believes the Company’s wholly owned Trek South porphyry copper-gold prospect represents one of the finest new targets of its kind in British Columbia’s Golden Triangle, based on the extensive geoscientific work completed to date.
The Company recently released a National Instrument 43-101 Technical Report recommending two initial phases of drilling at Trek South during the 2026 field season.
Additional wholly owned properties include:
Kevin M. Keough
Chief Executive Officer
Tel: 613-622-1916
Email: kkeough@oreterra.com
Stephen Burega
President
Tel: 647-515-3734
Email: sburega@oreterra.com
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements involving risks and uncertainties. Actual results may differ materially from those expressed or implied. The Company disclaims any obligation to update such statements except as required by law.
