RNC Gold Inc.

February 25, 2005 08:25 ET

RNC Gold Inc. Updates Private Placement Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RNC GOLD INC.

TSX SYMBOL: RNC

FEBRUARY 25, 2005 - 08:25 ET

RNC Gold Inc. Updates Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - Feb. 25, 2005) - NOT FOR DISTRIBUTION
TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE
UNITED STATES

RNC Gold Inc. (TSX:RNC)("RNC" or the "Company") today increased the
previously announced private placement (the "Offering") to provide for
aggregate proceeds of Cdn$6.0 million with the issuance of 5.0 million
units.

RNC and Canaccord Capital Corporation, on behalf of the syndicate of
agents formed for the purposes of the Offering (the "Agents"), have
priced the units at Cdn$1.20 per unit. Each unit shall consist of one
common share of RNC and one-half of one common share purchase warrant of
the Company. Each whole warrant will entitle the holder to purchase one
common share of RNC at a price of Cdn$1.50 per common share for a period
of five years from the date of the closing of the Offering.

The Agents will receive a 7 percent cash commission in respect of the
services provided to RNC in connection with the Offering. The Agents
will also receive agents' options exercisable to purchase that number of
common shares which is equal to 7 percent of the aggregate number of
common shares sold pursuant to the Offering at Cdn$1.20 per common share
for 18 months from the date of the closing of the Offering.

The Offering is subject to receipt of all necessary regulatory
approvals. The issued securities will be subject to a four-month hold
period.

The net proceeds of the Offering will be used by RNC to commence
development of the Cerro Quema gold project, to explore the Bonanza and
La Libertad gold mine properties, to fund working capital requirements
and for other general corporate purposes.

The Offering is expected to close by mid-March 2005.

Following the closing, RNC will have 36,291,451 common shares
outstanding and 57,318,096 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
    www.rncgold.com
    or
    The Equicom Group
    Martti Kangas
    (416) 815-0700 ext243