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
Not for distribution to US newswire services
or for dissemination in the United States
FOR IMMEDIATE RELEASE September 9, 2005
ROMARCO ARRANGES PRIVATE PLACEMENT WITH LARGE
SHAREHOLDERS OF ROMARCO AND WESTERN GOLDFIELDS
ROMARCO MINERALS INC. ("TSXV: R" - the "Company") Romarco is pleased to announce
that it has arranged an up to C$4 million private placement in anticipation of
its planned merger with Western Goldfields, Inc. (WGDF: OTCBB). The largest
shareholders of both companies have demonstrated their support of the merger by
participating in the private placement.
Investors include US Global Investors, Latitude Resources PLC (LSE:LTR), and RMB
Australia Holdings Limited, a member of the FirstRand Group. Latitude was the
lead arranger on the private placement. Management of Romarco is participating
in the private placement as well.
The terms of the private placement are C$0.17 per unit with each unit consisting
of one common share and one full share purchase warrant. Each full warrant is
priced at C$0.21 with a two-year term. Closing of the private placement, which
is currently expected for on or about September 14, 2005, is subject to certain
customary conditions, including, but not limited to, the approval of the TSX
Venture Exchange.
The proceeds of the private placement will be used to fund the transaction costs
associated with the merger between Romarco and Western (see press release dated
August 2, 2005), for holding costs relating to Romarco's mineral properties and
drilling at its Buckskin-National Project and for general working capital
purposes.
The previously announced private placement (see press release dated August 4,
2005) of up to C$10 million in units and subscription receipts is not being
pursued at the present time.
This press release is not an offer of securities for sale in the United States.
The securities will not be registered under the U.S. Securities Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration under the U.S. Securities Act.
For further information, please contact Diane Garrett, President and C.E.O. at
(830) 634-7489 or by e-mail at dgarrett@romarco.com or Mr. Ralf Langner, V.P.
Finance at (604) 688-9271 or by e-mail at rlangner@romarco.com
ON BEHALF OF ROMARCO MINERALS INC.
"Diane R. Garrett"
Diane R. Garrett,
President and C.E.O.
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.