Romarco Minerals Inc.
TSX VENTURE : R

Romarco Minerals Inc.

August 04, 2005 08:45 ET

Romarco Amends Terms of $10,000,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 4, 2005) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

ROMARCO MINERALS INC. (TSX VENTURE:R)(the "Company") is pleased to announce that the Company has agreed to amend the terms of the $10,000,000 private placement. The amended terms will consist of up to $5,000,000 offered by way of units and up to $5,000,000 by way of subscription receipts for aggregate gross proceeds of up to $10,000,000. The units and subscription receipts will be offered by way of private placement through the sale to qualified purchasers at a price of $0.20 per subscription receipt, and $0.20 per unit.

Each unit will consist of one common share and one whole common share purchase warrant with each warrant entitling the holder to purchase one additional common share for 24 months following closing at an exercise price of $0.25.

Each subscription receipt will consist of one common share and one-half common share purchase warrant with each whole warrant entitling the holder to purchase one additional common share for 24 months following closing at an exercise price of $0.25.

The issue is being co-led by Research Capital Corporation and Westwind Partners Inc. (the "Agents") and they will be entitled to receive an 8% cash commission on the gross proceeds of the offering and compensation options to acquire units in an amount equal to 10% of the number of units sold pursuant to the private placement. Each compensation option will entitle the holder to acquire one unit at $0.205 per unit for a period of 24 months following closing. All of the securities will be subject to a four month hold period in Canada following closing.

The net proceeds of the private placement will be used to fund the Company's ongoing requirements as it relates to the merger announced on August 1, 2005 between Romarco and Western Goldfields, Inc. and for exploration expenditures in relation to Romarco's Nevada properties, and for working capital. Closing of the private placement, which is currently expected for on or about August 30, 2005, is subject to certain customary conditions, including, but not limited to, the execution of a formal agency agreement and definitive subscription agreements with the subscribers as well as the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF ROMARCO MINERALS INC.

Diane R. Garrett,

President and C.E.O.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE, WHICH HAS BEEN PREPARED BY MANAGEMENT.

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