RNC Gold Inc.

March 15, 2005 10:32 ET

RNC Gold Inc. Updates Private Placement Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RNC GOLD INC.

TSX SYMBOL: RNC

MARCH 15, 2005 - 10:32 ET

RNC Gold Inc. Updates Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - March 15, 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") announced today that it
has amended the terms of the private placement (the "Offering")
announced in a press release of the Company dated February 23, 2005 (and
updated February 25, 2005) to provide for aggregate proceeds to RNC of
up to Cdn$7.0 million, such proceeds to be realized by the issue of up
to 7.0 million units of the Company ("Units").

RNC and Canaccord Capital Corporation, on behalf of Jennings Capital
Inc. (collectively, the "Agents"), have amended pricing of the Units
such that each Unit will now be sold to investors at a price of Cdn$1.00
per unit, for aggregate gross proceeds to the Company of up to Cdn$7.0
million. Each Unit shall consist of one common share of the Company and
one-half of one common share purchase warrant of the Company
("Warrants"). Each whole Warrant will entitle the holder thereof to
purchase one common share of the Company ("Warrant Shares") at a price
of Cdn$1.25 per Warrant Share for a period of five years after the date
of the closing of the Offering.

As compensation for the services provided to RNC by the Agents in
connection with the Offering, the Agents will receive a cash commission
equal to 7 per cent of the gross proceeds raised under the Offering.
The Agents will also receive broker warrants exercisable to purchase
that number of common shares of the Company ("Broker Shares") which is
equal to 7 per cent of the aggregate number of Units sold pursuant to
the Offering, at a price of Cdn$1.21 per Broker Share for a period of 18
months after the date of the closing of the Offering. The Offering is
subject to receipt by the Company of all necessary regulatory approvals.
The securities issued pursuant to the Offering will be subject to a
four-month hold period.

The net proceeds raised under 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.

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.

-30-

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 ext 243