Romarco Minerals Inc.
TSX VENTURE : R

Romarco Minerals Inc.

February 13, 2009 13:07 ET

Romarco Announces Increase to Bought Deal Private Placement Financing

SPARKS, NEVADA--(Marketwire - Feb. 13, 2009) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

ROMARCO MINERALS INC. (TSX VENTURE:R) (the "Company") is pleased to announce that it has agreed to increase the size of the previously announced private placement to $24,320,000. Pursuant to a revised letter agreement, the underwriters led by Macquarie Capital Markets Canada Ltd. and including Paradigm Capital Inc. and GMP Securities L.P. (together the "Underwriters") have agreed to purchase on a private placement basis 64,000,000 units (the "Units"), at a price of $0.38 per Unit (the "Offering Price") for gross proceeds to Romarco of $24,320,000. Each Unit will consist of one common share of Romarco (a "Unit Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"), each full Warrant being exercisable to acquire one common share of Romarco at a purchase price of $0.60 for a period of 24 months following the Closing Date. The Company has agreed to grant the Underwriters an option to purchase up to an additional 8,100,000 Units at a price of CDN$0.38 per Unit for additional aggregate gross proceeds to Romarco of CDN$3,078,000, exercisable at any time in whole or in part up to 48 hours prior to the Closing Date. If this option is exercised in full, the aggregate gross proceeds to Romarco will be CDN$27,398,000.

Romarco will use the net proceeds from the Offering to fund the continued exploration and development of the Haile Gold Mine and for general corporate and working capital purposes.

The Offering is expected to close on March 3, 2009 (the "Closing Date") and is subject to certain conditions including the receipt of all necessary approvals, including the approval of the Toronto Venture Exchange. The Unit Shares, the Warrants and the common shares issuable on the exercise of the Warrants will be subject to a hold period of four months plus one day after the Closing Date.

The Underwriters will receive a commission of 6.0% of the gross proceeds raised in the private placement in cash. The Underwriters will also receive compensation options (the "Compensation Options") equal to 6.0% of that number of Units issued in connection with the private placement. Each Compensation Option will entitle the Underwriters to purchase one Unit of the Company at the Offering Price for a period of 24 months following the Closing Date.

This press release is not an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements.

About Romarco Minerals Inc.

Romarco Minerals Inc. is a gold development company focused on production. The Company's flagship project is the Haile Gold Mine in South Carolina which is currently undergoing exploration drilling, bankable feasibility study and permitting. The Pinos Gold District in Mexico is a high grade epithermal vein district that is in the advanced exploration stage. The Company also has a gold exploration project in Nevada.

FORWARD-LOOKING INFORMATION

Certain statements contained in this market release constitute forward-looking information, future oriented financial information, and financial outlooks (collectively forward-looking information) within the meaning of Canadian securities laws. Forward-looking information may relate to the matters discussed in this market release and other matters identified in Romarco's public filings, Romarco's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "will", "should", "expect", "anticipate", "believe", "intend", "estimate", or other similar expressions concerning matters that are not historical facts. Forward-looking information in this market release includes the completion of the offering, the obtaining of TSXV and other regulatory approvals.

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.

Contact Information

  • Romarco Minerals Inc.
    Diane Garrett
    President and C.E.O.
    (210) 621-4200
    or
    Romarco Minerals Inc.
    Shirene Urton
    (775) 355-1900
    (775) 355-1907 (FAX)
    Email: info@romarco.com
    Website: www.romarco.com