Sun Valley Gold LLC

October 06, 2009 13:47 ET

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

SUN VALLEY, IDAHO--(Marketwire - Oct. 6, 2009) - Sun Valley Gold LLC ("Sun Valley") announced today that it has sold, on behalf of clients for which Sun Valley manages investment accounts (the "Beneficial Owners"), an aggregate of 18,000,000 common shares of Romarco Minerals Inc. ("Romarco"). In addition, Sun Valley has exercised, on behalf of the Beneficial Subscribers, an aggregate of 17,650,000 common share purchase warrants, each of which entitles the holder thereof to receive one common share of Romarco. The Beneficial Owners include Sun Valley Gold Master Fund, Ltd. (the "Master Fund").

Following completion of the transactions, Sun Valley will exercise control and direction over 90,768,689 common shares of Romarco (representing approximately 24.5% of the issued and outstanding common shares of Romarco) and 6,000,000 common share purchase warrants of Romarco (representing, together with the common shares of Romarco over which Sun Valley exercises control and direction, approximately 25.7% of the issued and outstanding common shares of Romarco on a partially-diluted basis).

Summary of Transactions

On October 5, 2009, Sun Valley sold, on behalf of the Beneficial Owners, 18,000,000 common shares of Romarco over which Sun Valley exercised control and direction. The 18,000,000 common shares represented approximately 5.1% of the common shares of Romarco issued and outstanding on such date. Of such 18,000,000 common shares sold on behalf of the Beneficial Owners, 11,822,500 (representing approximately 3.4% of the common shares of Romarco issued and outstanding on such date) were beneficially owned by the Master Fund. The balance of the 18,000,000 common shares sold by Sun Valley were beneficially owned by three other Beneficial Owners on behalf of which Sun Valley manages investment accounts.

On October 5, 2009, Sun Valley exercised, on behalf of the Beneficial Owners, 17,650,000 common share purchase warrants of Romarco, each of which entitled the holder thereof to purchase one common share of Romarco until April 1, 2010. The 17,650,000 common shares of Romarco to be issued in connection with the exercise of such warrants will represent approximately 4.8% of the common shares of Romarco outstanding immediately following such issuance. Of such 17,650,000 common shares of Romarco to be issued to the Beneficial Owners, 11,472,500 (representing approximately 3.1% of the common shares of Romarco issued and outstanding immediately following such issuance) will be beneficially owned by the Master Fund. The balance of the 17,650,000 common shares to be issued in connection with the exercise of such warrants will be beneficially owned by three other Beneficial Owners on behalf of which Sun Valley manages investment accounts.

Summary of Ownership Interest in Romarco

Upon completion of the transactions described above, Sun Valley will exercise control and direction over an aggregate of 90,768,689 common shares of Romarco (representing approximately 24.5% of the issued and outstanding common shares of Romarco) and 6,000,000 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 25.7% of the issued and outstanding common shares of Romarco following such exercise.

The Master Fund is the beneficial owner of 63,586,589 common shares of Romarco (representing approximately 17.2% of the issued and outstanding common shares of Romarco) and 2,000,000 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 17.6% 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 will be beneficially owned by three 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)