Filed by Romarco Minerals Inc. pursuant to
Rule 425 under the Securities Act of 1933 and deemed
filed pursuant To Rule 14a-12 under the
Securities Exchange Act of 1934.
Subject Companies: Western Goldfields, Inc.
Commission File No. 000-50894
U.S. Gold Corporation
Commission File No. 000-09137
THIS FILING CONSISTS OF A PRESS RELEASE AND PRESENTATION IN CONNECTION WITH THE
PROPOSED COMBINATION OF ROMARCO MINERALS INC. ("ROMARCO"), WESTERN GOLDFIELDS,
INC. ("WESTERN") AND U.S. GOLD CORPORATION ("U.S. GOLD").
Additional Information and Where to Find It
In connection with the proposed transaction, Romarco Minerals Inc., Western
Goldfields, Inc. and U.S. Gold Corporation will file a Registration Statement on
Form F-4, a joint proxy statement/prospectus and other related documents with
the Securities and Exchange Commission (the "SEC"). Shareholders of Romarco,
Western and U.S. Gold are advised to read these documents when they become
available because they will contain important information. Stockholders of the
companies may obtain copies of these documents for free, when available, at the
SEC's website at www.sec.gov. These and such other documents may also be
obtained for free from: Romarco at 885 West Georgia, Suite 1500, Vancouver,
British Columbia V6C 3E8, or by phone (604) 688-9271 or fax (604) 688-9274; from
Western at 961 Matley Lane, Suite 120, Reno, Nevada 89502, or by phone at (775)
337-9433 or fax at (775) 337-9441; or from U.S. Gold at 2201 Kipling Street,
Lakewood, Colorado 80215, or by phone at (303) 238-1438 or by fax at (303)
238-1724.
Romarco, Western and U.S. Gold and their respective directors, executive
officers and other members of their management and employees may be deemed to be
participants in the solicitation of proxies in connection with the proposed
combination of Romarco, Western and U.S. Gold. Information regarding the special
interests of these directors and executive officers in the transaction described
herein will be included in the joint proxy statement/prospectus described above.
Additional information regarding Romarco's directors and executive officers is
also included in its management information circular for its 2005 Annual Meeting
of Shareholders, which was filed on or about June 3, 2005 with the applicable
securities commissions in Canada and is available free of charge at the Canadian
Securities Administrators' web site at www.sedar.com or by contacting Romarco at
the address or telephone number set forth above. Additional information
regarding Western's directors and executive officers is also included its annual
report on Form 10-KSB for the fiscal year ended December 31, 2004, which was
filed with the SEC on or about April 15, 2005 and is available free of charge at
the SEC's web site at www.sec.gov or by contacting Western at the address or
telephone number set forth above. Additional information regarding U.S. Gold's
directors and executive officers is also included its annual report on Form
10-KSB for the fiscal year ended December 31, 2004, which was filed with the SEC
on or about March 30, 2005 and is available free of charge at the SEC's web site
at www.sec.gov or by contacting U.S. Gold at the address or telephone number set
forth above.
Cautionary Note Regarding Forward Looking Statements
This document contains forward-looking statements. In some cases,
forward-looking statements can be identified by words such as "believe,"
"expect," "anticipate," "plan," "potential," "continue" or similar expressions.
Such forward-looking statements are based upon current expectations and beliefs
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from
those described in the forward-looking statements. Some of the forward-looking
statements contained in this document include statements about the proposed
combination of Romarco, Western and U.S. Gold. These statements are not
guarantees of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein. For example, if any
of Romarco, Western or U.S. Gold does not receive required shareholder approvals
or if any party fails to satisfy other conditions to closing, the combination
will not be consummated. In addition, the combined companies may not realize all
or any of the expected benefits of the combination. Actual results may differ
materially from those contained in the forward-looking statements in this
document.
ROMARCO MINERALS INC. WESTERN GOLDFIELDS INC. U.S. GOLD CORP.
885 West Georgia, Suite 1500 961 Matley Lane, Ste. 120 2201 Kipling Street, Ste. 100
Vancouver, British Columbia Reno, Nevada Lakewood, Colorado
Canada V6C 3E8 USA 89502 USA 80215
Tel: (604) 688-9271 Tel: (775) 337-9433 Tel: (303) 238-1438
Fax: (604) 688-9274 Fax: (775) 337-9441 Fax: (303) 238-1724
Email: info@romarco.com info@westerngoldfields.com billr@usgoldmining.com
PRESS RELEASE
FOR IMMEDIATE RELEASE June 24, 2005
ROMARCO, WESTERN GOLDFIELDS AND U.S. GOLD TO MERGE,
BUILDING CRITICAL MASS IN THE GOLD INDUSTRY
ROMARCO MINERALS INC. ("TSXV: R"), WESTERN GOLDFIELDS, INC. ("OTCBB: WGDF"), and
U.S. GOLD CORPORATION ("OTCBB: USGL") are pleased to announce that they have
entered into a binding agreement to combine the companies and create an
emerging, intermediate gold producer with a strong pipeline of exploration
projects. The agreements are subject to approval of a definitive merger
agreement, receipt of satisfactory "fairness opinions," and shareholder and
regulatory approvals.
Under the terms of the agreement, the resulting company will be owned 20% by
Romarco shareholders, 42% by Western Goldfields shareholders and 38% by U.S.
Gold shareholders. The combination will be effected through a share exchange
merger whereby Romarco will issue its shares for shares of Western Goldfields
and U.S. Gold Corporation. Details of the share structure will be finalized in
the definitive merger agreement. Upon completion of the transaction, Diane
Garrett (Romarco Pres. & CEO) will become Chief Executive Officer of the
combined company and Thomas (Toby) Mancuso (Western Goldfields Pres. & CEO) will
become President.
Highlights of the combined company would include:
o Intermediate Producer: Planned near-term production from
two mines within 12-18 months of at least 150,000 ounces per
year and then increasing to 200,000 plus ounces. These figures
are based on internal and external scoping studies and
economic evaluations of the projects.. The Mesquite Mine
currently produces approximately 25,000 ounces per year from
residual leaching of 138 million tonnes of ore on leach pads
as defined by Mine Development Associates in their NI 43-101
report dated December 22, 2004 amended June 9, 2005 and can be
found on the company's website at www.westerngoldfields.com as
well as on SEDAR.
o Leadership: Experienced corporate and technical management team
led by Garrett and Mancuso.
- 2 -
o Resources
o Mesquite Mine: Gold is currently being recovered at Mesquite
by residual production from the existing heap leach pads,
which contain approximately 138 million tonnes of material
pads as defined by Mine Development Associates in their NI
43-101 report dated December 22, 2004 amended June 9, 2005 and
can be found on the company's website at
www.westerngoldfields.com as well as on SEDAR.. In addition,
fully permitted extensions to the existing pits are estimated
to host 38.3 million tonnes grading 0.62 grams per tonne gold
as defined by Mine Development Associates in their NI 43-101
report dated December 22, 2004 amended June 9, 2005.
o Tonkin Springs: measured and indicated mineral resource of
approximately 26.5 million tonnes averaging 1.2 grams per
tonne as defined by Micon International Limited in their NI
43-101 report dated June 3, 2004 which was prepared for
BacTech and can be found on www.sedar.com.
o Balance Sheet: A term sheet has been executed in respect of a
US$6 million standby credit facility between Romarco and Quest
Capital Corp. to facilitate the proposed transaction (see press
release dated May 31, 2005). Subject to the satisfaction of the
conditions precedent contained in the definitive loan documents,
those funds would be made available to the company.
o Exploration: Extensive exploration portfolio in Nevada, Idaho,
California and Peru - six drill programs planned for the remainder
of 2005 on projects in Nevada and Peru.
The proposed transaction combines the wholly-owned Mesquite Mine from Western
Goldfields, the wholly-owned Tonkin Springs Mine from U.S. Gold and a strong
portfolio of advanced stage exploration projects in North and South America from
Romarco and Western Goldfields. Mesquite is currently producing gold from ore on
the existing pads. Both Mesquite and Tonkin Springs have existing infrastructure
and process facilities in place and it is anticipated that, subject to receipt
of regulatory permits, start-up operations could commence at both mines within
six to nine months of completion of final feasibility studies, themselves
scheduled for completion within nine months. In addition, Romarco is currently
embarking on comprehensive drill programs at its Buckskin-National Gold Project
(100% owned), Roberts Mountains Gold Project (100% owned), Pine Grove Gold
Project (60% owned), and Cori Puncho JV in Peru (50% owned).
The combined companies plan further drilling at Mesquite, a property-wide
exploration program at Tonkin Springs and at the Cahuila property in California
held under exclusive option.
Mesquite Mine
The Mesquite Mine is a fully permitted, gold producing property located in
southern California. The Mesquite Mine was purchased from a subsidiary of
Newmont Mining Corp. (NYSE: NEM) by Western Goldfields in 2003. The property is
currently producing gold from residual leaching
- 3 -
of the heaps. A feasibility study will be initiated immediately to determine the
viability of starting up full scale mining operations. Other details include:
o Past production of 200,000 ounces per year @ approximately $200
average cash costs
o Fully permitted
o Currently producing approximately 25,000 ounces per year from
ore on the leach pads
o High grade mineralization near surface and at depth
- MR-3052 -24m averaging 23 g/t gold including 9m @ 58 g/t,
the highest grade intercept being 1.5m @ 210 g/t
- SM-1404 -15m @ 33 g/t gold including 3m @ 151 g/t
- SM-1970 -3m @ 133 g/t gold including 1.5m @ 257 g/t
- MR-2793 -15m @ 12 g/t gold including 3m @ 60 g/t
o High grade gold mineralization also encountered in many other
areas throughout the permitted mine site
Tonkin Springs Mine
The Tonkin Springs Mine is a previously producing gold mine strategically
located in the prolific Cortez Gold Trend of Nevada. The property package
encompasses 36 square miles and has existing infrastructure including a 1,800
tonne-per-day mill on site. It is anticipated that a feasibility study will be
conducted immediately for start up operations. Other details include:
o Strategically located on the Cortez Gold Trend south of the
Placer Dome:Rio Tinto Cortez Joint Venture's Pipeline deposit
and the recently discovered Cortez Hills deposit
o In operation from 1985 to 1988 and again in 1990
o 26.5 million tonnes of measured and indicated resources grading
1.2 g/t as defined by Micon International Limited in their
NI 43-101 report dated June 3, 2004 which was prepared for
BacTech and can be found on www.sedar.com.
o Existing mill and infrastructure (+$30 million original cost)
o 36 square mile land package provides exploration potential
Romarco Exploration Project Update:
At the Buckskin-National Gold Project in Nevada, drilling is scheduled to
commence within two weeks.
At the Cori Puncho gold project in Peru, Romarco's technical team is currently
assessing the property and identifying drill targets for the 2005 drill season.
Additional details will be forthcoming as work programs become finalized.
Ground work including mapping and sampling is currently being conducted on
Romarco's Roberts Mountains Gold Project located in the Battle Mountain Eureka
Trend of Nevada and on the Pine Grove Gold Project located in the Walker Lane
district of Nevada.
Western Goldfields Exploration Project Update:
At the Sunny Slope Gold Project, a high-grade vein system located near
Yerington, Nevada, a formal Joint Venture has been completed with 321-Gold.
Currently, surface and underground mapping and sampling are in progress to
explore for additional gold-bearing veins along the
- 4 -
range front. Drill permits have been acquired and seven reverse circulation
drill holes are planned in late-2005.
A Joint Venture Letter of Intent has been signed with Coolcharm Ltd on the
Lincoln Hill Project whereby Coolcharm can earn up to 60% of the project by
spending US$4 million over five years. Data compilation in conjunction with
field work at Lincoln Hill is underway to define exploration drill hole
locations within this extensive, bulk mineable and underground target which is
characterized by a quartz-pyrite, free gold-tourmaline stockwork system.
Corporate Plans
As soon as it is eligible, Romarco intends to apply for listing or trading on a
senior U.S. market. The new Board of Directors will have a majority of
independent members and the company will comply with the requirements under the
Sarbanes Oxley Act and other appropriate regulations.
Diane Garrett, President and CEO of Romarco stated, "It has been Romarco's plan
to acquire advanced stage projects and become a mid-tier gold producer. Our
immediate plans for the combined companies include updating previous feasibility
studies on Mesquite and Tonkin Springs and move towards start up operations. We
are excited that our shareholders have the opportunity to participate in this
merger."
Toby Mancuso, President and CEO of Western Goldfields added, "During our
negotiations, we have been impressed by Romarco's standing in the financial
community, its mine development experience, and its exploration portfolio. It
was always our plan to build on our acquisition of Mesquite and this merger
delivers on our promises to our shareholders to become a mid-tier producer and
obtain a Canadian listing for our shares."
William Reid, President and CEO of U.S. Gold concluded, "Since regaining 100%
control of Tonkin Springs earlier this year, we have been seeking to combine
with a growth-oriented company where the potential at Tonkin Springs can be
realized and equally where our shareholders can benefit from a more diversified
asset base and a larger critical mass creating greater funding ability and
market interest. In addition, this agreement is conditioned upon providing U.S.
Gold with $1.5 million in near-term financing, of which $200,000 has been
received. This financing will allow us to fund the $1.1 million additional
reclamation bond at Tonkin Springs. I am excited and pleased to be handing over
the reins to Diane and Toby with this positive transaction."
The proposed transaction is subject to board approval of the definitive merger
agreement, the satisfactory completion of final due diligence, opinions from
each company's financial advisor that the transaction is fair, from a financial
point of view, to each company's respective shareholders, and to shareholder
approval.
Romarco's Qualified Person Robert M. Hatch, Vice-President, Exploration for
Romarco Minerals Inc.
For further information, please contact:
Romarco Minerals Inc. Western Goldfields Inc. U.S. Gold Corp.
Diane Garrett Toby Mancuso William Reid
Pres. & CEO Pres. & CEO Pres. & CEO
Romarco Minerals Inc. Western Goldfields Inc. U.S. Gold Corp.
1500-885 West Georgia St. 961 Matley Lane 2201 Kipling St.
Vancouver, BC Suite 120 Suite 100
Canada V6C 3E8 Reno, NV 89502 Lakewood, CO 80215
Tel: 604.688.9271 Tel: 775.337.9433 Tel: 303.238.1438
Direct: 830.634.7489 Fax: 775.337.9441 Fax: 303.238.1724
Fax: 604.688.9274
Email: info@romarco.com info@westerngoldfields.com billr@usgoldmining.com
www.romarco.com www.westerngoldfields.com www.usgoldmining.com
Proteus Capital Corp:
Douglas Newby
President
Proteus Capital Corp
120 Broadway, Suite 1010
New York, NY 10271
Tel: 646.879.5970
Fax: 646.365.3230
Email: djnewby@proteuscapital.com
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.
Romarco Presentation