Forward Looking Statement

This website and any documents incorporated by reference herein contain “forward-looking statements” within the meaning of applicable Canadian securities laws. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward looking statements. Forward-looking statements include, but are not limited to, statements with respect to the future price of commodities, the estimation of mineral reserves and resources, capital expenditures, success of exploration activities, estimates for potential mineral deposits, permitting timelines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”,“could”, “would”, “might” or “will”, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others:

• inherent speculative nature and hazards associated with exploration and development activities;
  
• uncertainties related to fluctuation in gold prices;
• uncertainties related to Romarco’s resource and reserve estimates, which are based on detailed estimates and assumptions;
  
• assumptions regarding the need for further financing and uncertainties related to the cost, timing or availability of such financing;
  
• uncertainties related to actual capital costs, sustaining capital costs, engineering and construction schedules, operating costs and expenditures, production schedules and economic returns;
  
• the lack of mineral production or earnings history of the Company;
• the assumption of Romarco that it will be able to obtain the permits it requires on a timely basis;
  
• risks associated with Romarco being subject to governmentregulation and environmental laws;
  
• risks associated with reclamation activities and availability and amount of financial assurance for reclamation;
  
• risks that Romarco’s title to its properties could be challenged;
• risks related to legal proceedings;
  
• uncertainties related to the acquisition of additional mineral rights;
• risks related to the integration of new acquisitions;
  
• risks related to increased competition;
• risks related to Romarco’s ability to attract and retain personnel;
  
• uncertainties related to mineral exploration and potential mineral deposits;
  
• uncertainties related to recent market events and general economic conditions;
  
• and risks that Romarco’s directors and officers may have conflicts of interest.
  

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this website speak only as of the date of this website or as of the date specified in such statement. The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.

Unless otherwise indicated, all mineral resource and reserve estimates included herein have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the standards set forth by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes od scientific and technical information concerning mineral projects, and under NI 43-101 all mineral reserve and resource estimates must be classified in accordance with the CIM Definitions Standards on Mineral Resources and Mineral Reserves adopted by CIM Council.

NOTE TO US INVESTORS

Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission ("SEC"), and mineral resource and reserve information contained herein may not be comparable to the similar information disclosed by US companies. In particular, and without limiting the generality of the foregoing, the term "resource" does not equate the term "reserves". Under US standards, mineralization may not be classified as a "reserve, unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" by US standards in documents filed with the SEC US investors should also understand that "inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "inferred mineral resource" will ever be upgraded to a higher category. Under Canadian rules, estimated "inferred mineral resources" may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of "inferred mineral resource" exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulation; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in-place or recoverable tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of "reserves" are also not the same as those of the SEC, and reserves reported by Romarco in compliance with NI 43-101 may not qualify as "reserves" under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with US standards.

SAMPLE CONTROL

For a full discussion of the Company's sampling, analysis, quality assurance, quality control, and other technical disclosure, please see the Company's National Instrument ("NI") 43-101 Feasibility Technical Report dated February 10, 2011 on www.sedar.com. Romarco's Qualified Person under NI 43-101 is Peter J. Butterfield, senior geologist at Haile.