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.
****
News Release
October 13, 2005
Chief Operating Officer Appointed at Mesquite
ROMARCO MINERALS INC. ("TSXV: R") and Western Goldfields Inc. ("OTCBB: WGDF"),
are pleased to announce that Mr. Rex Outzen has been appointed as Chief
Operating Officer of Romarco. Mr. Outzen will be overseeing the operations at
the Mesquite mine owned by Western Goldfields and working with Western
Goldfield's Mesquite mine team to initiate the resource modeling work and
feasibility studies.
Romarco and Western Goldfields executed the definitive merger agreement on
September 30, 2005 (see press release dated October 3, 2005) and are waiting
regulatory and shareholder approvals.
Mr. Outzen (B.Sc. Honors, Metallurgical Engineering) is a highly qualified
operator bringing over twenty-five years of experience in the development,
construction and operation of both precious and base metal mining projects in
North and South America, including the Andacollo Gold Mine (Chile), Gilt Edge
Mine (South Dakota), Borealis Mine (Nevada), Manhattan Mine (Nevada), and McCoy
Mine (Nevada). Mr. Outzen also brings extensive experience in the development of
project feasibility studies. Most recently Mr. Outzen was a consulting operator
for Metallica Resources Inc. in the development of the Cerro San Pedro Heap
Leach Project in San Luis, Potosi, Mexico. Prior thereto, Mr. Outzen was VP and
General Manager of the Andacollo Gold Mine in Chile, owned by Dayton Mining
Corporation where he was responsible for the overall development, construction
and operation of a 14,000 TPD gold heap leach mine and processing facility.
Additionally, Mr. Outzen was Manager of Nevada Operations for Tenneco Minerals
Company as well as past member of the Board of Directors of the Nevada Mining
Association and the South Dakota Mining Association.
Romarco agreed to select a COO and to fund the feasibility initiatives at
Mesquite prior to the closing of the merger transaction. Once completed, the
combined company's portfolio of assets will include the Mesquite Mine (2.2
million ounces, fully permitted, southern California) from Western Goldfields,
as well as a portfolio of advanced stage exploration gold projects in Nevada and
Peru from Romarco. Western Goldfields brings a very experienced technical team
to the merger and Romarco brings an experienced financial team.
Mr. Outzen will be granted 350,000 options in the capital of Romarco.
For further information, please contact:
Romarco Minerals Inc. Western Goldfields Inc.
Diane Garrett 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
info@romarco.com info@westerngoldfields.com
www.romarco.com www.westerngoldfields.com