Romarco Minerals Inc.

Romarco Minerals Inc.

August 26, 2005 08:45 ET

Romarco and Western Goldfields Execute Stock Option Agreement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 26, 2005) - ROMARCO MINERALS INC. (TSX VENTURE:R) AND WESTERN GOLDFIELDS, INC. (OTCBB:WGDF), announce that in connection with the previously announced merger (see press release dated August 2, 2005), the two companies have executed reciprocal irrevocable stock option agreements to purchase shares of the other company.

Under the terms of the agreements, upon an exercise event, Romarco and Western can purchase up to such number of the other company's shares of common stock as equals 19.9% of the issued and outstanding shares at the time of first exercise. The option for Western shares is at an exercise price equal to US$0.16 per share. The option for Romarco's shares is at an exercise price equal to C$0.175 per share.

An exercise event will occur upon a public announcement of a competing transaction to the proposed merger of Romarco and Western, including, the issuance of more than 20% of a company's stock and certain other events to be specified in the definitive merger agreement.

Romarco and Western Goldfields are in the process of finalizing the Definitive Merger Agreement and receiving Fairness Opinions with respect to the merger transaction announced on August 2, 2005.

About Western Goldfields

Western Goldfields principal asset is the Mesquite Mine located in southern California. Mesquite is a fully permitted, gold producing property, purchased from a subsidiary of Newmont Mining Corp. (NYSE:NEM) by Western Goldfields in 2003. The property is currently producing approximately 25,000 ounces of gold annually from residual leaching of the heaps. A feasibility study will be initiated in the near term to determine the viability of starting up full scale mining operations. Other details include:

- Fully permitted

- 2.2 million ounces of gold resources

- Currently producing approximately 25,000 ounces per year from ore on the leach pads

- High grade mineralization near surface and at depth

In addition to Mesquite, Western Goldfields has numerous exploration projects in California, Nevada and Idaho.

Western's Qualified Person under NI 43-101 is Mr. Neil Prenn.

About Romarco:

Romarco Minerals Inc. is an advanced stage exploration company focused on acquiring quality assets in the precious metals sector, primarily in North and South America. Romarco's strategic objective is to focus on geologically known areas of gold mineralization and to identify and acquire assets at various stages of development that will give our shareholders significant leverage in the gold sector.

Romarco is owned 65% by US and Canadian institutional investors. Insiders own an additional 7%. Red 5, an Australian Gold Company, owns approximately 7%. Romarco, a US registrant and has recently filed a 20-F for US disclosure purposes.

Romarco currently has five projects in its portfolio that exhibit exceptional discovery potential for high grade bonanza gold and silver vein systems or Carlin-type gold deposits - 4 in Nevada, USA and 1 in Peru, South America. Romarco is currently drilling its Buckskin-National Project in Nevada.

Additional Information and Where to Find It

In connection with the proposed merger, Romarco and Western will file a Registration Statement F-4, a joint proxy statement/prospectus and other related documents with the U.S. Securities and Exchange Commission (the "SEC"). Stockholders 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 These and other documents may also be obtained for free from Romarco and Western at the addresses below.

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.

Contact Information