RNC Gold Inc.

March 23, 2005 08:28 ET

RNC Gold Inc. Closes Private Placement Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RNC GOLD INC.

TSX SYMBOL: RNC

MARCH 23, 2005 - 08:28 ET

RNC Gold Inc. Closes Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - March 23, 2005) - NOT FOR DISTRIBUTION
TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE
UNITED STATES

RNC Gold Inc. (TSX:RNC) announced today that it has closed the Company's
recently announced private placement. The Company issued 8,952,000 units
at a price of Cdn$1.00 per unit that provided the Company with gross
proceeds of Cdn$8,952,000. Each unit consisted of one common share of
the Company and one-half of one common share purchase warrant. Each
whole warrant entitles the holder to purchase one common share of the
Company at a price of Cdn$1.25 per share until March 22, 2010. The funds
will be used to commence development of the Cerro Quema gold project, to
explore the Bonanza and La Libertad properties, to fund working capital
requirements and for other general corporate purposes.

Canaccord Capital Corporation and Jennings Capital Inc (collectively
"the Agents") received a cash commission equal to 7 per cent of the
gross proceeds raised under the private placement. The Agents also
received broker warrants exercisable to purchase 626,640 common shares
of the Company at a price of Cdn$1.21 per common share for a period of
18 months from today.

The securities issued pursuant to the private placement will be subject
to a four-month hold period.

Following the closing, RNC will have 40,243,451 common shares
outstanding and 63,273,736 on a fully diluted basis.

These securities have not been and will not be registered under the
United States Securities Act of 1933, as amended, or the securities laws
of any state and may not be offered or sold in the United States or to
US persons (as defined in Regulation S of the US Securities Act) unless
an exemption from registration is available.

About RNC Gold

The Company is a gold mining company with projects in the Caribbean
basin. The main assets of the Company include the La Libertad and
Bonanza mines in Nicaragua, the Cerro Quema project in Panama and the
Picachos exploration property in Mexico as well as the option to acquire
25% of the San Andres mine in Honduras.

Certain statements included herein, include those that express
management's expectations or estimates of future performance, constitute
"forward looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Forward looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic, regulatory,
competitive and geological uncertainties and contingencies. Such
forward-looking statements involve known and unknown risks,
uncertainties and other risk factors that may cause the actual financial
results, performance, or achievements of RNC Gold to be materially
different from estimated future results, performance, or achievements
expressed or implied by those forward looking statements. These are
discussed in greater detail in RNC Gold's Annual Information Form and
other reports filed with Canadian provincial securities commissions at
www.sedar.com. RNC Gold expressly disclaims any intention or obligation
to update or revise any forward- looking statement whether as a result
of new information, events or otherwise.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    RNC Gold Inc.
    J. Randy Martin
    President and CEO
    (416) 365-9777
    rmartin@rncgold.com
    or
    RNC Gold Inc.
    T.W. Lough
    Vice President Finance
    (416) 365-9777
    tlough@rncgold.com
    or
    The Equicom Group
    Martti Kangas
    (416) 815-0700 ext 243