-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JfCXwRrnutvftg1CJDP8yeQCItjfC6Fwo036MyAtdr7FxVkV/7xoGN/l8i11FvGB 3L6T5/pmCuwyJIopSzRgdQ== 0001144204-05-017080.txt : 20050611 0001144204-05-017080.hdr.sgml : 20050611 20050524194632 ACCESSION NUMBER: 0001144204-05-017080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050525 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GOLDFIELDS INC CENTRAL INDEX KEY: 0001208038 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 383661016 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50894 FILM NUMBER: 05855381 BUSINESS ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7753379433 MAIL ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 8-K 1 v019111_8k.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported)
May 20, 2005
 
Western Goldfields, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Idaho
(State or Other Jurisdiction of Incorporation)
 
0-50894 
38-3661016
(Commission File Number) 
(IRS Employer Identification No.)
 
961 Matley Lane, Suite 120
  
Reno, Nevada
89502
(Address of Principal Executive Offices)
(Zip Code)
 
(775) 337-9433
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01 Regulation FD Disclosure.

On May 20, 2004, Western Goldfields, Inc. (the Company) issued a press release announcing that it has filed a preliminary prospectus with the Ontario, Alberta and British Columbia Securities Commissions. Research Capital Corporation, a Toronto-based integrated investment bank, is acting as Agent on the offering and sponsor for the Company’s listing application.
 
Any securities described in the preliminary prospectus will only be offered outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and will not be registered under the Securities Act. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the Securities Act's registration requirements.
 
9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 7.01:
99.1
Press release issued May 20, 2005.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  Western Goldfields, Inc.
 
 		  
 		  
 
Date: May 24, 2005 By:   /s/  Thomas Mancuso
 
Name: Thomas K. Mancuso
  Title: President


EXHIBIT INDEX

Exhibit No.    Exhibit Name

The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 7.01:
99.1
Press release issued May 20, 2005
 
 
 
 EX-99.1 2 v019111_ex99-1.htm Unassociated Document
 
#05-02
FOR IMMEDIATE RELEASE: May 20, 2005
 
 
Western Goldfields Submits Application to List on the Toronto Stock Exchange
Research Capital Corporation Retained as Agent on Prospectus Offering in Canada
 
Reno, Nevada, May 20, 2005 - Western Goldfields, Inc. (OTC BB: WGDF) is pleased to announce that it has filed a preliminary prospectus with the Ontario, Alberta and British Columbia Securities Commissions. Research Capital Corporation, a Toronto-based integrated investment bank, is acting as Agent on the offering and sponsor for the Company’s listing application. Conditional listing approval has not yet been obtained and there can be no assurance that the common shares of Western Goldfields, Inc. will be listed on the Toronto Stock Exchange or any other exchange.
 
Certain information contained in this news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbor created by such sections. However, such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from such forward-looking statements. For a discussion of such risks, uncertainties and other factors, please see "Risk Factors" in our Registration Statement on Form SB-2. The Company disclaims any intent or obligation to update publicly any forward-looking statements set forth herein, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
For further information, please contact:
Toby Mancuso, President at (775) 337-9433 ext. 12
Douglas Newby, Executive Vice-President at (646) 879-5970

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