-----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, AredOxgZXAd8nxu5SinNY1WCf2W4BrPLgHTHRKkHL3bY33rftDtYLmZCz/NAsG59 o80f3DQnNiiqb9OnT4/Muw== 0000912282-06-000768.txt : 20060802 0000912282-06-000768.hdr.sgml : 20060802 20060802124332 ACCESSION NUMBER: 0000912282-06-000768 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060802 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80269 FILM NUMBER: 06997052 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAB SPECIAL SITUATIONS (MASTER) FUND LTD CENTRAL INDEX KEY: 0001327372 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 908 GT STREET 2: WALKER HOUSE MAIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: 0000 BUSINESS PHONE: 206-903-8850 MAIL ADDRESS: STREET 1: P.O. BOX 908 GT STREET 2: WALKER HOUSE MAIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: 0000 SC 13G/A 1 rabsc13ga_western-launched.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_________________

SCHEDULE 13G/A

INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)1


Western Goldfields, Inc.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

95828P104
(CUSIP Number)

June 21, 2006
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     |_| Rule 13d-1(b)

     |X| Rule 13d-1(c)

     |_|Rule 13d-1(d)



_________________

         1 The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)





CUSIP No. 95828P104 13G Page 2 of 5 Pages


1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
RAB Special Situations (Master) Fund Limited
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [   ]
(b)  [   ]
3) SEC Use Only
  
4) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: 		(5) Sole Voting Power
5,752,617*
(6) Shared Voting Power
0
(7) Sole Dispositive Power
5,752,617*
(8) Shared Dispositive Power
0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,752,617*
*Consists of (i) 4,411,764 shares of common stock issued May 30, 2006 upon the conversion of 1,000,000 shares of Series A Preferred Stock, each share converted into approximately 2.941 shares of common stock (after giving effect to certain antidilution provisions) and the exercise of warrants to acquire 500,000 shares of Series A Preferred Stock, each share converted into approximately 2.941 shares of common stock; (ii) 1,250,000 shares of common stock acquired upon the exercise of warrants on June 21, 2006; and (iii) 90,853 shares of common stock transferred from RAB Special Situations LP on July 21, 2005..
10) Check If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[   ]
11) Percent of Class Represented by Amount in Row (9)
Up to 9.39%**
**Based on 61,266,301 common shares issued and outstanding, as disclosed in the issuer’s proxy statement on Schedule 14A filed May 24, 2006 as of the close of business on May 19, 2006.
12) Type of Reporting Person (See Instructions)
CO




CUSIP No. 95828P104 13G Page 3 of 5 Pages


Item 1 (a) Name of Issuer:
  Western Goldfields, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
  961 Matley Lane, Suite 120
Reno, Nevada 89502
Item 2 (a) Name of Person Filing:

RAB Special Situations (Master) Fund Limited
Item 2 (b) Address of Principal Business Office or, if none, Residence:
  RAB Special Situations (Master) Fund Limited
P.O. Box 908 GT
Walker House Mary Street
George Town, Cayman Islands
Item 2 (c) Citizenship:

Cayman Islands
Item 2 (d) Title of Class of Securities:

Common Shares
Item 2 (e) CUSIP Number:
  95828P104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  (a) |_| Broker or dealer registered under Section 15 of the Act.

  (b) |_| Bank as defined in Section 3(a)(6) of the Act.

  (c) |_| Insurance company as defined in Section 3(a)(19) of the Act.

  (d) |_| Investment company registered under Section 8 of the Investment Company Act.

  (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E);

  (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

  (g) |_| A parent holding company, in accordance with Rule 13d-1(b)(ii)(G);

  (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

  (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

  (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  [X] If this statement is filed pursuant to Rule 13d-1(c), check this box.




CUSIP No. 95828P104 13G Page 4 of 5 Pages


Item 4. Ownership.
  Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
  (a) Amount beneficially owned:
    See Item 9 on the cover page
  (b) Percent of Class:
    See Item 11 on the cover page
  (c) Number of shares as to which such person has:

(i)     Sole power to vote or to direct the vote:   

(ii)    Shared power to vote or direct the vote:   

(iii)   Sole power to dispose or to direct the disposition of:   

(iv)    Sole power to dispose or to direct the disposition of:   

See Items 5-8 on cover page
Item 5. Ownership of Five Percent or Less of a Class.
  N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  N/A
Item 8. Identification and Classification of Members of the Group.

N/A
Item 9. Notice of Dissolution of Group.

N/A
Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




CUSIP No. 95828P104 13G Page 5 of 5 Pages


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  July 31, 2006
                                                  
(Date)

  RAB Special Situations (Master) Fund Limited


/s/ Benjamin Hill/Kalika Jayasekera                                  
                                (Signature)

  RAB Special Situations (Master) Fund Limited

by Benjamin Hill/Kalika Jayasekera / Authorized Signatories
                                    (Name/Title)




EX-99.1 2 ex99_1-final.htm POWER OF ATTORNEY

EXHIBIT 99.1

POWER OF ATTORNEY

        The undersigned, RAB Special Situations (Master) Fund Limited (hereinafter referred to as “RAB”), does hereby make, constitute and appoint any combination of two persons listed below as its true and lawful agents and attorneys-in-fact (hereinafter referred to as the “Attorneys”) to act in the name and on behalf of RAB for and with respect to the matters hereinafter described.

  Names of the Attorneys: Benjamin Hill

Joseph Jayaraj

Kalika Jayasekera

Fraser McGee

Neil Warrender

Stephen Couttie

Christopher de Mattos

        Attorneys shall have the power and authority to do the following:

        To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of RAB with regard to any securities owned by RAB or any of its affiliates.

        And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for RAB in order to more effectively carry out the intent and purpose of the foregoing.

        Agreements, commitments, documents, instruments, and other writings executed by the Attorneys in accordance with the terms hereof shall be binding upon RAB without attestation. The Power of Attorney conferred hereby shall not be delegable by Attorneys.

        IN WITNESS WHEREOF, RAB Special Situations (Master) Fund Limited has caused this Power of Attorney to be executed and attested as of July 24, 2006.

  RAB Special Situations (Master) Fund Limited

By:  /s/ Martin Lang
       ________________________________
Name:    Martin Lang
Title:      Director




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