Each one in plain English, with the numbers worked through for a shareholder.
8 Aug 2006financial restatement▼ BadMajor
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.
23 Feb 2006capital raising announcement▲ GoodMajor
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.
17 Feb 2006material agreement termination▲ GoodMajor
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.
With the shares trading at a fraction of the $1.00 exercise price, Western Goldfields extended 14.7 million expiring warrants by a year rather than let them lapse. It brings in no money now and keeps the dilution overhang in place; the warrants date from the 2003 placement and the RMB credit facility.
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.
Two leases signed the same day: a ten-year exploration and mining lease from Manhole Adjusting Inc. over ground in Imperial County, California -- the county that holds the Mesquite mine -- for a 2% smelter royalty and advance payments rising from $3,000 to $20,000 a year; and a twenty-year lease of Western Goldfields' own unpatented claims in Shoshone County, Idaho to Timberline Resources. The company was adding cheaply in the California desert while handing someone else the cost of holding its Idaho ground.
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.
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.
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.