Sun Valley Gold LLC

October 14, 2008 18:54 ET

Sun Valley Gold LLC: Control and Direction Over Common Shares of Romarco Minerals Inc.

SUN VALLEY, IDAHO--(Marketwire - Oct. 14, 2008) - Sun Valley Gold LLC ("Sun Valley") announced today that it has acquired control and direction over 4,995,000 common shares of Romarco Minerals Inc. ("Romarco") pursuant to a private agreement. The shares, which were acquired at a price of $0.11 per share, represent approximately 2.5% of the issued and outstanding common shares of Romarco. Upon completion of the acquisition, Sun Valley exercises control and direction over an aggregate of 83,316,547 common shares of Romarco, representing approximately 41.6% of the issued and outstanding common shares of Romarco, and 40,962,642 common share purchase warrants. If exercised, the 40,962,642 warrants over which Sun Valley exercises control and direction would, together with the 83,316,547 common shares of Romarco over which Sun Valley exercises control and direction, represent approximately 51.6% of the issued and outstanding common shares of Romarco.

The common shares acquired pursuant to the private agreement are beneficially owned by Sun Valley Gold Master Fund, Ltd. (the "Master Fund"). Following the acquisition, the Master Fund is the beneficial owner of 64,134,447 of the common shares and 29,785,142 of the common share purchase warrants over which Sun Valley exercises control and direction. The common shares of Romarco beneficially owned by the Master Fund represent approximately 32.0% of the issued and outstanding common shares of Romarco. If exercised, the 29,785,142 common share purchase warrants beneficially owned by the Master Fund would, together with the 64,134,447 common shares beneficially owned by the Master Fund, represent approximately 40.9% of the issued and outstanding common shares of Romarco. The sole shareholders of the Master Fund are Sun Valley Gold International, Ltd., of which Sun Valley is the Investment Manager, and Sun Valley Gold, L.P., of which Sun Valley is the General Partner. The balance of the common shares and common share purchase warrants over which Sun Valley exercises control and direction are beneficially owned by arm's-length clients on behalf of whom Sun Valley manages investment accounts.

The common shares were acquired under the "private agreement exemption" under Multilateral Instrument 62-104 and Section 100.1 of the Ontario Securities Act, which is available where the acquisition is made pursuant to a private agreement from not more than five persons and the purchase price, including brokerage fees and commissions, does not exceed 115% of the "market price" for the securities. The 4,995,000 common shares of Romarco over which Sun Valley acquired control and direction were acquired pursuant to a private agreement with one person only and the purchase price, including brokerage fees and commissions, did not exceed 115% of the market price of the shares. The common shares were acquired for investment purposes. Sun Valley and its clients may increase or decrease their ownership of securities of Romarco depending upon future market conditions.

Contact Information

  • Sun Valley Gold LLC
    Mr. Peter F. Palmedo
    President
    (208) 726-2327
    (208) 726-2469 (FAX)