Exhibit 99.1
News release via Canada NewsWire, Toronto 416-863-9350
Attention Business Editors:
Western Goldfields Announces Completion of Corporate Re-Domestication to
Ontario, Canada and Implementation of Shareholder Rights Plan
TORONTO, July 2 /CNW/ - Western Goldfields, Inc. ("WGI Idaho"), (TSX:WGI,
OTC BB:WGDF.OB) is pleased to announce that it has changed its jurisdiction of
incorporation from Idaho to Ontario, Canada by way of a reorganization
transaction effective June 29, 2007. The shareholders of WGI Idaho will, as a
consequence of the reorganization, become shareholders of Western Goldfields
Inc. ("WGI Ontario") which was a wholly-owned subsidiary of WGI Idaho prior to
the reorganization. The reorganization was approved at the annual and special
meeting of shareholders of WGI Idaho held on June 19, 2007. The reorganization
will allow the Company to take advantage of financial and other business
opportunities that are not available under the current corporate structure,
including the ability to complete transactions requiring shareholder approval
more quickly, which would facilitate our corporate strategy of growth through
acquisitions. All currency amounts are in U.S. dollars.
Our common shares will continue to trade on the Toronto Stock Exchange
under the symbol "WGI", and will continue to be quoted on the OTC Bulletin
Board. The new CUSIP number for our common shares is 95828P203 and the new
ISIN number is CA95828P2035.
As a result of the reorganization, each currently outstanding share
certificate representing shares of WGI Idaho will be deemed to represent the
same number of shares of WGI Ontario. Shareholders do not need to exchange
their share certificates of WGI Idaho as a result of this transaction. There
are a limited number of shareholders who held share certificates of WGI Idaho
prior to the reorganization bearing a legend for United States purposes.
Subject to certain conditions, these shareholders may replace their share
certificates for new unlegended WGI Ontario share certificates by sending
their certificates and a written legend removal request to Computershare
Investor Services, Inc., at 100 University Avenue, Toronto, Ontario, M5J 2Y1.
In addition, we are pleased to announce that our Shareholder Rights Plan,
which was overwhelmingly approved by our shareholders at our annual and
special meeting, has been made effective.
Prior to the reorganization, directors and officers of the Company
exercised 2.15 million warrants from the February 2006 private placement for
approximately $1.0 million. This increases the insiders' ownership from 5.1%
to 6.8% of issued and outstanding common shares.
Western Goldfields, Inc. is listed on the Toronto Stock Exchange and
trades under the symbol WGI, and is quoted on the OTCBB under the symbol
WGDF.OB. The Company currently has 116,892,668 common shares issued and
outstanding and 143,106,483 shares of common stock on a fully diluted basis.
For further details, please visit www.westerngoldfields.com.
Forward-Looking Information
---------------------------
Certain statements contained in this news release and subsequent oral
statements made by and on behalf of the Company may contain forward-looking
information within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and similar Canadian legislation. Such
forward-looking statements are identified by words such as "intends",
"anticipates", "believes", "expects", and "hopes" and include, without
limitation, statements regarding the Company's plan of business operations,
timing and costs to recommence commercial production, economic viability of
the Mesquite Mine, financing options, including entering into a debt financing
arrangement, and the consequences thereof, potential contractual arrangements,
receipt of working capital, anticipated revenues, exercise of outstanding
warrants, and capital and operating expenditures. There can be no assurance
that such statements will prove to be accurate; actual results and future
events could differ materially from such statements. Factors that could cause
actual results to differ materially include, among others, those set forth in
the Company's Annual Report on Form 10-KSB for the year ended December 31,
2006 filed with the U.S. Securities and Exchange Commission, under the
caption, "Risk Factors". Most of these factors are outside the control of the
Company. Investors are cautioned not to put undue reliance on forward-looking
statements. Except as otherwise required by applicable securities statutes or
regulation, the Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information,
future events or otherwise.
This information does not constitute an offer of any securities for sale,
or an offer or invitation to purchase any securities. In connection with the
reorganization, a registration statement on form S-4 has been filed with the
Securities and Exchange Commission ("SEC") containing a form of proxy
statement/prospectus. Investors and security holders are urged to carefully
read the proxy statement/prospectus regarding the reorganization, because it
contains important information. Investors and security holders may obtain a
free copy of the proxy statement/prospectus and other documents containing
information about the proposed reorganization, without charge, at the SEC's
web site at www.sec.gov. Copies of the proxy statement/prospectus and the SEC
filings that are incorporated by reference in the proxy statement/prospectus
may also be obtained for free by directing a request to: Western Goldfields
Inc., 2 Bloor Street West, Suite 2102, P.O. Box 110, Toronto, Ontario, Canada
M4W 3E2, Attention: Julie Taylor, telephone: (416) 324-6015.
Western Goldfields, Inc. and its directors, executive officers and other
members of its management and employees may be deemed to be participants in
the solicitation of proxies from shareholders in connection with the
reorganization. Information concerning Western Goldfields, Inc.'s participants
in the solicitation is set forth in Western Goldfields, Inc.'s proxy
statements and annual reports on Form 10-KSB, filed with the SEC, and in the
aforementioned proxy statement/prospectus relating to the reorganization.
%CIK: 0001208038
/For further information: please visit www.westerngoldfields.com, or
contact: Raymond Threlkeld, President and Chief Executive Officer, (416)
324-6005, rthrelkeld(at)westerngoldfields.com; Brian Penny, Chief Financial
Officer, (416) 324-6002, bpenny(at)westerngoldfields.com; Julie Taylor Pantziris,
Director, Regulatory Affairs and Investor Relations, (416) 324-6015,
jtaylor(at)westerngoldfields.com/
(WGDF WGI.)
CO: Western Goldfields, Inc.
CNW 08:00e 02-JUL-07
