11:30:46 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



New Gold Inc
Symbol NGD
Shares Issued 680,702,327
Close 2021-04-15 C$ 2.29
Market Cap C$ 1,558,808,329
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New Gold acquires 14.9% interest in Talisker

2021-04-15 12:28 ET - News Release

Mr. Ankit Shah reports

NEW GOLD ANNOUNCES 14.9% INVESTMENT IN TALISKER RESOURCES

New Gold Inc. has acquired 37,366,932 common shares of Talisker Resources Ltd. at 37 cents per purchased share for total consideration of approximately $13.8-million, representing approximately 14.9 per cent of Talisker's issued and outstanding common shares. The acquisition of the purchased shares was made pursuant to a purchase and sale agreement between New Gold and PearTree Securities Inc. on behalf of certain third party sellers.

In anticipation of New Gold acquiring its interest, New Gold and Talisker entered into an investor rights agreement providing that during the period commencing on the date hereof and ending on the date on which New Gold's ownership is less than 10 per cent of the issued and outstanding common shares of Talisker, New Gold has the right, among other things, to:

  • Have a nominee appointed to the board of directors of Talisker and have such nominee nominated for election at Talisker's meetings of shareholders; if the size of the Talisker board is increased to eight or more members, New Gold shall be entitled to designate an additional nominee;
  • Participate on a pro rata basis in equity financings by Talisker in order to maintain its 14.9-per-cent interest in Talisker; in addition, New Gold will have certain top-up rights that will allow it to maintain its interest in the event of other dilutive events undertaken by Talisker;
  • Certain information and access rights to Talisker's properties.

In return for these rights, New Gold has agreed to, among other things:

  • For a period of 24 months, ensure it is present at shareholder meetings of Talisker and, subject to certain exceptions, not vote against matters that have been unanimously approved by the Talisker board;
  • Certain restrictions on disposing its interest in Talisker;
  • A 24-month standstill, which will prohibit New Gold from taking certain actions, including acquiring more than 14.9 per cent of the issued and outstanding common shares of Talisker, subject to certain exceptions.

New Gold is acquiring the purchased shares for investment purposes. Depending on market conditions and other factors, New Gold may, from time to time, acquire additional common shares or other securities of Talisker or dispose of some or all of the common shares or other securities of Talisker that it owns at such time.

An early warning report will be filed by New Gold in accordance with applicable securities laws.

About New Gold Inc.

New Gold is a Canadian-focused intermediate mining company with a portfolio of two core producing assets in Canada, the Rainy River gold mine and the New Afton copper-gold mine. The company also holds an 8-per-cent gold stream on the Artemis Gold Blackwater project located in British Columbia and a 6-per-cent equity stake in Artemis. The company also operates the Cerro San Pedro mine in Mexico (in reclamation). New Gold's vision is to build a leading diversified intermediate gold company based in Canada that is committed to environment and social responsibility.

We seek Safe Harbor.

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