WESTERN GOLDFIELDS INC

WESTERN GOLDFIELDS INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

WESTERN GOLDFIELDS INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Investec agreed a $105m term loan to build the Mesquite mine -- $85m for construction and $20m for corporate purposes -- secured on the mine and its shares and guaranteed by the parent until completion, expected in the second half of 2008. The condition attached matters as much as the money: Western Goldfields must hedge around 450,000 ounces of gold, fixing the price on much of the mine's early output.

debt financing

Western Goldfields agreed to sell 31.1 million shares at $2.25 through a Canadian-led underwriting syndicate, raising about $70m gross before $4.2m of fees. That is seven and a half times the 30 cents it took money at eleven months earlier -- the equity side of the Mesquite build was now funded.

material agreement

Western Goldfields committed $60.9m to a mining fleet -- eleven 190-ton haul trucks, two shovels, a loader and tyres -- for delivery in mid-2007. Nine months after paying a break fee out of a $6m placement, the company was ordering equipment worth ten times that sum, before the project finance was in place.

material agreement

Western Goldfields withdrew its 2005 annual accounts and two quarterly reports as unreliable. The error traces directly back to the Romarco episode: granting Romarco the 19.9% share option in August 2005 triggered a conversion feature in RAB's preferred stock that was never accounted for. A non-cash correction of the previous management's paperwork rather than a cash problem, but it puts the 2005 numbers in doubt.

financial restatement

The final $2.3m of the $6m placement closed at the same 30 cents. For the first time the money is earmarked for something other than clearing old obligations: the Mesquite mine feasibility study.

capital raising announcement

The Romarco merger was abandoned. Western Goldfields raised $3.7m of a $6m placement at 30 cents a unit and spent it paying Romarco a $1m break fee plus its notes and expenses, and clearing the RMB debt that had been in deferral since August. On the same day the entire leadership changed: Randall Oliphant became chairman with Ray Threlkeld as chief executive and Brian Penny as finance director, replacing Douglas Newby and Becky Corigliano. This is the turning point -- a lease portfolio becomes a team assembled to build the Mesquite mine.

material agreement termination

The merger with Romarco Minerals was signed: every Western Goldfields share to be exchanged for two Romarco shares, with RAB's preferred stock converting to common first. Western Goldfields would survive as the legal entity, but Romarco's holders would own the combined company.

business combination

Western Goldfields and Romarco Minerals granted each other matching irrevocable options over 19.9% of the other's shares - Western's at US$0.16, Romarco's at Cdn$0.175 - the reciprocal lock-up that usually accompanies firming merger talks, and a plain measure of how cheaply both were valued.

material agreement

Western Goldfields put its Lincoln Hill gold property in Nevada into a jointly owned company and took the minority side of it: Coolcharm Gold Mining earns 60% by spending $4m or delivering a bankable feasibility study by July 2010, and pays Western Goldfields $225,000 in instalments plus 600,000 of its own shares. With the RMB loan already deferred, this raised modest cash by giving up control of an asset.

joint venture update

Western Goldfields could not make the July repayment on its RMB credit facility and paid $50,000 to defer it to October. RMB also inserted a new default trigger: if the proposed merger with Romarco Minerals is terminated or no definitive agreement is signed by mid-September, the loan goes into default. The lender was now relying on the merger, rather than the mine, to be repaid.

material agreement

London fund RAB Special Situations put $500,000 into a new class of preferred shares ranking ahead of the ordinary stock, paying a cumulative 7.5% dividend and voting alongside the common shares. A small cheque bought seniority and votes -- an early measure of how thinly funded the company was.

capital raising announcement