Romarco Minerals Inc.
TSX VENTURE : R

Romarco Minerals Inc.

August 02, 2006 08:45 ET

Romarco Announces Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 2, 2006) - ROMARCO MINERALS INC. (TSX VENTURE:R) is pleased to announce that it has engaged MPartners of Toronto, Canada in connection with its previously announced private placement (see press release dated July 13, 2006).

The issue is being led by MPartners and they will be entitled to received a 7% cash commission and compensation warrants to acquire units in an amount equal to 7% of the number of units sold pursuant to the private placement. A President's list has been established in connection with this arrangement, which separates funds brought in solely by Romarco and are not subject to the commission being paid to MPartners.

The terms of the private placement are C$0.19 per unit with each unit consisting of one full share and one full purchase warrant. Each full warrant is priced at C$0.30 with a two year term. If the shares of the Company trade at C$0.40 or higher for 20 consecutive days, the warrant holder will have 30 days to tender their warrants for shares or they automatically terminate. All of the securities will be subject to the customary four month hold period in Canada following the closing.

Closing of the private placement, which is currently expected for on or about August 22, 2006, is subject to certain customary conditions, including, but not limited to, the approval of the TSX Venture Exchange.

The proceeds of the private placement will be used to fund the exploration and development work on Romarco's Pinos Gold District in Mexico, drilling of Romarco's Nevada projects, and for general working capital purposes.

This press release is not an offer for sale in the United States. The securities will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration under the U.S. Securities Act.

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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