Well frank i have recently delved into the WGDF story and find it quite interesting - so much so that I have been buying it up here around .32. One only has to look at the heavyweights getting involved with Romarco to know something is up and right now WGDF trading at a 50% discount to R interms of the merger agreement.
Ms. Stephanie Thompson reports
U.S. GLOBAL INVESTORS, INC. - NATIONAL INSTRUMENT 62-103 FILING
U.S. Global Investors Inc. (the offerer), investment adviser of the U.S. Global Investors World Precious Minerals Fund, the Meridian Global Gold and Resources Fund and the U.S. Global Investors Balanced Natural Resources Fund, confirms that on Sept. 6, 2005, the offeror, on behalf of the minerals fund, the global gold fund and the natural resources fund, purchased 5,682,353 units, 100,000 Units and 100,000 units, respectively, of Romarco Minerals Inc. pursuant to a private placement from the treasury of the issuer. Each unit consisted of one common share in the capital of the issuer and one common share purchase warrant, each warrant exercisable into one common share upon payment of 21 cents per common share until Sept. 27, 2007. Assuming the exercise of the 5,882,353 warrants, the acquisition represented 22.32 per cent of the issued and outstanding common shares as at Sept. 6, 2005.
The acquisition was made for investment purposes only. The offeror may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over common shares or other securities of the issuer, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. In connection with the private placement, the funds, however, undertook not to exercise any warrants if, following such exercise, the percentage of the issued and outstanding common shares held by the offeror would be greater than 20 per cent of the number of issued and outstanding common shares of the issuer.
After giving effect to the transaction noted above, the offeror controlled 8,176,753 common shares and 5,882,353 warrants of the issuer. If all of the warrants owned by the offeror were exercised by the funds, the offeror would have exercised control or direction over a total of 14,059,106 common shares, representing 26.67 per cent of the issued and outstanding common shares as at Sept. 6, 2005.
The offeror acquired 10,000 common shares on the open market through the facilities of the TSX Venture Exchange after the date of the transaction, giving rise to the obligation to file a news release.
After giving effect to all acquisitions and dispositions by the offeror up to the date hereof, the offeror now exercises control or direction over 8,186,753 common shares and 5,882,353 warrants. If all of the warrants owned by the offeror are exercised by the funds, the offeror will exercise control or direction over 14,069,106 common shares, representing 26.69 per cent of the issued and outstanding common shares as at the date hereof. Excluding the warrants, the offeror controls 15.53 per cent of the issued and outstanding common shares as at the date hereof. However, as stated above, in connection with the private placement, the funds undertook not to exercise any warrants if, following such exercise, the percentage of the issued and outstanding common shares held by the offeror would be greater than 20 per cent of the number of issued and outstanding common shares of the issuer.