Sun Valley Gold LLC

July 27, 2009 20:27 ET

Sun Valley Gold LLC: Control and Direction Over Common Shares and Warrants of Romarco Minerals Inc.

SUN VALLEY, IDAHO--(Marketwire - July 27, 2009) - Sun Valley Gold LLC ("Sun Valley") announced today that it has engaged in transactions pursuant to which it has sold, on behalf of clients for which Sun Valley manages investment accounts (the "Beneficial Subscribers"), an aggregate of 27,510,500 common shares of Romarco Minerals Inc. ("Romarco") and acquired control and direction over 23,312,642 common shares of Romarco pursuant to the exercise by the Beneficial Subscribers of common share purchase warrants issued by Romarco to the Beneficial Subscribers on July 25, 2008. The Beneficial Subscribers include Sun Valley Gold Master Fund, Ltd. (the "Master Fund") and Loews Corporation ("Loews").

Following completion of the transactions, Sun Valley exercises control and direction over 91,118,689 common shares of Romarco (representing approximately 30.40% of the issued and outstanding common shares of Romarco) and 23,650,000 common share purchase warrants of Romarco (representing, together with the common shares of Romarco over which Sun Valley exercises control and direction, approximately 35.49% of the issued and outstanding common shares of Romarco on a partially-diluted basis).

Summary of Transactions

On March 11, 2009, Sun Valley, on behalf of the Master Fund, sold 3,510,500 common shares of Romarco beneficially owned by the Master Fund and over which Sun Valley exercised control and direction. Such common shares represented approximately 1.28% of the common shares of Romarco issued and outstanding on such date.

On July 23, 2009, Sun Valley, on behalf of the Beneficial Subscribers, sold 24,000,000 common shares of Romarco over which Sun Valley exercised control and direction. The 24,000,000 common shares represented approximately 8.68% of the common shares of Romarco issued and outstanding on such date. Of such 24,000,000 common shares 19,000,000 (representing approximately 6.87% of the common shares of Romarco issued and outstanding on such date) were beneficially owned by the Master Fund and 2,500,000 (representing approximately 0.90% of the common shares of Romarco issued and outstanding on such date) were beneficially owned by Loews. The balance of the 24,000,000 common shares were beneficially owned by two other Beneficial Subscribers on behalf of which Sun Valley manages investment accounts.

On July 27, 2009, Sun Valley acquired control and direction over 23,312,642 common shares of Romarco pursuant to the exercise by the Beneficial Subscribers of 23,312,642 common share purchase warrants issued by Romarco to the Beneficial Subscribers on July 25, 2008. Each common share purchase warrant entitled the holder to purchase one common share of Romarco until July 25, 2009 at an exercise price of $0.25 per share. The 23,312,642 common shares represent approximately 7.78% of the issued and outstanding common shares of Romarco. Of such 23,312,642 common shares, 18,312,642 (representing approximately 6.11% of the issued and outstanding common shares of Romarco) are beneficially owned by the Master Fund and 2,500,000 (representing approximately 0.83% of the issued and outstanding common shares of Romarco) are beneficially owned by Loews. The balance of the 23,312,642 common shares are beneficially owned by two other Beneficial Subscribers on behalf of which Sun Valley manages investment accounts.

The common shares over which Sun Valley acquired control and direction on July 27, 2009 were acquired for investment purposes. Sun Valley and its clients may increase or decrease their ownership of securities of Romarco depending upon future market conditions.

Summary of Ownership Interest in Romarco

Upon completion of the transactions described above, Sun Valley exercises control and direction over an aggregate of 91,118,689 common shares of Romarco (representing approximately 30.40% of the issued and outstanding common shares of Romarco) and 23,650,000 common share purchase warrants of Romarco. If all of the common share purchase warrants over which Sun Valley exercises control and direction were exercised (but not any other common share purchase warrants of Romarco), Sun Valley would exercise control and direction over approximately 35.49% of the issued and outstanding common shares of Romarco following such exercise.

The Master Fund is the beneficial owner of 63,936,589 common shares of Romarco (representing approximately 21.33% of the issued and outstanding common shares of Romarco) and 13,472,500 common share purchase warrants of Romarco. If all of the common share purchase warrants beneficially owned by the Master Fund were exercised (but not any other common share purchase warrants of Romarco, including other common share purchase warrants over which Sun Valley exercises control and direction), the Master Fund would beneficially own approximately 24.72% of the issued and outstanding common shares of Romarco following such exercise.

Loews is the beneficial owner of 17,765,000 of the common shares of Romarco over which Sun Valley exercises control and direction (representing approximately 5.93% of the issued and outstanding common shares of Romarco) and 8,765,500 of the common share purchase warrants of Romarco over which Sun Valley exercises control and direction. If all of such common share purchase warrants beneficially owned by Loews (but not any other common share purchase warrants of Romarco, including other common share purchase warrants over which Sun Valley exercises control and direction), Loews would beneficially own approximately 8.60% of the issued and outstanding common shares of Romarco following such exercise.

The balance of the common shares and common share purchase warrants of Romarco over which Sun Valley exercises control and direction are beneficially owned by two other Beneficial Subscribers on behalf of which Sun Valley manages investment accounts.

FOR FURTHER INFORMATION, OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED BY THE OFFERORS REQUIRED BY APPLICABLE SECURITIES LEGISLATION PLEASE SEE THE CONTACT INFORMATION BELOW.

Contact Information

  • Sun Valley Gold LLC
    Mr. Peter F. Palmedo
    President
    (208) 726-2327
    (208) 726-2469 (FAX)