Romarco Minerals Inc.

Romarco Minerals Inc.

August 03, 2005 08:45 ET

Romarco Proposes $10,000,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 3, 2005) - Romarco Minerals Inc. (TSX VENTURE:R) -


ROMARCO MINERALS INC. ("TSX VENTURE:R" - the "Company") is pleased to announce that the Company has agreed to raise up to $10,000,000 with Research Capital Corporation and Westwind Partners Inc. by way of a private placement through the sale to qualified purchasers of up to 50,000,000 units on a best efforts agency basis at a price of $0.20 per unit. Each unit 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 $0.20 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 previously announced merger of Romarco and Western Goldfields, Inc., for exploration expenditures in relation to Romarco's Nevada properties, for initiating a feasibility study on the Mesquite Mine, 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.


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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