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 Company: Western Goldfields, Inc.
Commission File No. 000-50894
THIS FILING CONSISTS OF A PRESS RELEASE IN CONNECTION WITH THE PROPOSED
COMBINATION OF ROMARCO MINERALS INC. ("ROMARCO") AND WESTERN GOLDFIELDS, INC.
("WESTERN")
Additional Information and Where to Find It
In connection with the proposed transaction, Romarco Minerals Inc. and Western
Goldfields, Inc. 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 and Western 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; or from Western at 961 Matley Lane, Suite 120,
Re+no, Nevada 89502, or by phone at (775) 337-9433 or fax at (775) 337-9441.
Romarco and Western 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 and Western. 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.
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 and Western. 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 either Romarco or Western does not receive required shareholder
approvals or if either party fails to satisfy other conditions to closing, the
combination will not be consummated. In addition, the combined company 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.
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885 West Georgia, Suite 1500 961 Matley Lane, Ste. 120
Vancouver, British Columbia Reno, Nevada
Canada V6C 3E8 USA 89502
Tel: (604) 688-9271 Tel: (775) 337-9433
Fax: (604) 688-9274 Fax: (775) 337-9441
Email: info@romarco.com info@westerngoldfields.com
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PRESS RELEASE
FOR IMMEDIATE RELEASE August 2, 2005
ROMARCO AND WESTERN GOLDFIELDS PROGRESS MERGER
FOCUS ON FEASIBILITY STUDY AT MESQUITE
ROMARCO MINERALS INC. ("TSXV: R") AND WESTERN GOLDFIELDS, INC. ("OTCBB: WGDF"),
are pleased to announce that preparations to merge the two companies are
continuing and that the two companies will begin to focus on initiating a
feasibility study at the Mesquite mine in preparation for commencing mining
operations.
The Mesquite Mine will be the core operating asset of the combined company and
it will have a strong portfolio of advanced stage exploration projects.
Currently, Romarco is drilling its Buckskin-National Project (100%, Nevada) and
has plans to drill on the vein targets at Pine Grove (60% option agreement with
Toquima Minerals) later this year.
The combination will be effected through a share exchange merger whereby Romarco
will issue its shares in exchange for shares of Western Goldfields. Details of
the share structure will be finalized in the definitive merger agreement. Upon
completion of the share exchange 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 of the
combined company.
The previously announced proposed three-way merger agreement between US Gold,
Romarco and Western Goldfields has been terminated.
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 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
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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
Romarco Exploration Project Update:
At the Buckskin-National Gold Project in Nevada, drilling is currently underway.
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.
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.
Diane R. Garrett Thomas (Toby) Mancuso
Pres. & CEO Pres. & CEO
Romarco Minerals Inc. Western Goldfields Inc.
1500-885 West Georgia St. 961 Matley Lane
Vancouver, BC Suite 120
Canada V6C 3E8 Reno, NV 89502
Tel: 604.688.9271 Tel: 775.337.9433
Direct: 830.634.7489 Fax: 775.337.9441
Fax: 604.688.9274
Email: info@romarco.com Email: info@westerngoldfields.com
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www.romarco.com www.westerngoldfields.com
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Cindy Becker
Investor Relations
(830) 336-3516
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.