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,
Reno, 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.
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ROMARCO MINERALS INC.
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885 West Georgia, Suite 1500 Tel: (604) 688-9271
Vancouver, British Columbia Fax: (604) 688-9274
Canada V6C 3E8 info@romarco.com
PRESS RELEASE
FOR IMMEDIATE RELEASE August 26, 2005
ROMARCO AND WESTERN GOLDFIELDS EXECUTE
STOCK OPTION AGREEMENT
ROMARCO MINERALS INC. ("TSXV: R") AND WESTERN GOLDFIELDS, INC. ("OTCBB: WGDF"),
announce that in connection with the previously announced merger (see press
release dated August 2, 2005), the two companies have executed reciprocal
irrevocable stock option agreements to purchase shares of the other company.
Under the terms of the agreements, upon an exercise event, Romarco and Western
can purchase up to such number of the other company's shares of common stock as
equals 19.9% of the issued and outstanding shares at the time of first exercise.
The option for Western shares is at an exercise price equal to US$0.16 per
share. The option for Romarco's shares is at an exercise price equal to C$0.175
per share.
An exercise event will occur upon a public announcement of a competing
transaction to the proposed merger of Romarco and Western, including, the
issuance of more than 20% of a company's stock and certain other events to be
specified in the definitive merger agreement.
Romarco and Western Goldfields are in the process of finalizing the Definitive
Merger Agreement and receiving Fairness Opinions with respect to the merger
transaction announced on August 2, 2005.
About Western Goldfields
Western Goldfields principal asset is the Mesquite Mine located in southern
California. Mesquite is a fully permitted, gold producing property, purchased
from a subsidiary of Newmont Mining Corp. (NYSE: NEM) by Western Goldfields in
2003. The property is currently producing approximately 25,000 ounces of gold
annually from residual leaching of the heaps. A feasibility study will be
initiated in the near term to determine the viability of starting up full scale
mining operations. Other details include:
o Fully permitted
o 2.2 million ounces of gold resources
o Currently producing approximately 25,000 ounces per year from ore on
the leach pads
o High grade mineralization near surface and at depth
In addition to Mesquite, Western Goldfields has numerous exploration projects in
California, Nevada and Idaho.
Western's Qualified Person under NI 43-101 is Mr. Neil Prenn
About Romarco:
Romarco Minerals Inc. is an advanced stage exploration company focused on
acquiring quality assets in the precious metals sector, primarily in North and
South America. Romarco's strategic objective is to focus on geologically known
areas of gold mineralization and to identify and acquire assets at various
stages of development that will give our shareholders significant leverage in
the gold sector.
Romarco is owned 65% by US and Canadian institutional investors. Insiders own an
additional 7%. Red 5, an Australian Gold Company, owns approximately 7%.
Romarco, a US registrant and has recently filed a 20-F for US disclosure
purposes.
Romarco currently has five projects in its portfolio that exhibit exceptional
discovery potential for high grade bonanza gold and silver vein systems or
Carlin-type gold deposits - 4 in Nevada, USA and 1 in Peru, South America.
Romarco is currently drilling its Buckskin-National Project in Nevada.
Additional Information and Where to Find It
In connection with the proposed merger, Romarco and Western will file a
Registration Statement F-4, a joint proxy statement/prospectus and other related
documents with the U.S. Securities and Exchange Commission (the "SEC").
Stockholders 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 other documents
may also be obtained for free from Romarco and Western at the addresses below.
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
www.romarco.com www.westerngoldfields.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.