Mr. Ankit Shah reports
NEW GOLD FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS AND ANNOUNCES RECEIPT OF INTERIM ORDER AND COMPETITION ACT APPROVAL
New Gold Inc. has filed and commenced mailing of the management information circular and related proxy materials for the special meeting of New Gold shareholders to be held on Jan. 27, 2026, to approve the previously announced plan of arrangement under the Business Corporations Act (British Columbia), whereby a wholly owned subsidiary (the purchaser) of Coeur Mining Inc. will acquire all of the issued and outstanding common shares of New Gold. Under the terms of the transaction, New Gold shareholders will receive 0.4959 share of Coeur common stock for each New Gold common share held. Immediately following completion of the transaction, New Gold shareholders will own approximately 38 per cent of the combined company. The circular can also be accessed on-line at the Vote New Gold website and under New Gold's issuer profiles on SEDAR+ and EDGAR. (All amounts herein are in U.S. dollars unless otherwise indicated.)
New Gold's board of directors recommends that New Gold shareholders vote their common shares for the transaction.
"This acquisition will create a unique, one-of-a-kind North American precious metals mining company," said Richard O'Brien, the chair of New Gold's board of directors. "The transaction will crystalize the value created for our New Gold shareholders over the past few years and unlock the next level of potential, with exploration upside from both New Afton and Rainy River. At the same time, the combined company will diversify our asset base by adding five high-quality precious metals operations with significant upside, a strengthened balance sheet, and is expected to generate significant free cash flow and higher levels of shareholder returns."
Strategic rationale:
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Creates a leading, all-North-American-based precious metals producer: The transaction creates a 100-per-cent-North-American senior mining company with an implied pro forma combined equity market capitalization of approximately $20-billion as of the signing of the arrangement agreement dated Nov. 2, 2025, between New Gold, Coeur and the purchaser, seven high-quality operations with estimated production of approximately 1.25 million gold equivalent ounces in 2026, including 20 million ounces of silver, 900,000 ounces of gold and 100 million pounds of copper, over 80 per cent of its revenue generated from the United States and Canada, and sector-leading free cash flow.
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Strengthened financial position: The combined company is expected to have a strong free cash flow profile and a net cash position at closing with a rapidly growing cash balance, creating a clear path toward a potential investment-grade credit rating and to higher levels of shareholder returns.
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The combined company is expected to have significant combined EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash flow: The combined company is expected to generate approximately $3-billion of EBITDA and approximately $2-billion of free cash flow in 2026.
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Greater exposure to long-life, low-risk North American assets and increased reserve and resource profile: The combined company provides shareholders with exposure to a portfolio of long-life operations with mine life and resources expected to extend well beyond the current mine life of New Gold's existing two mines. This enhances resilience, reduces exposure to any single asset and supports sustainable free cash flow going forward.
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Enhanced sector and capital market profile and liquidity: The combined company is expected to rank among the top 10 largest precious metals companies and top five global silver producers with silver representing approximately 30 per cent of the combined company's total mineral reserves. This enhanced scale is expected to provide investors with significantly enhanced daily trading liquidity of over $380-million with the potential for inclusion in key major U.S. indexes. Shareholders will also receive enhanced trading liquidity and capital markets exposure with a New York Stock Exchange listing combined with the new Toronto Stock Exchange listing of the Coeur shares.
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Valuation rerating potential: The strategic and financial benefits from the transaction (that is, greater free cash flow, longer reserve life, lower risk and improved liquidity) are expected to position the combined company for a valuation rerating.
Board recommendation
The New Gold board of directors appointed a special committee of independent directors to consider the transaction. Based on the unanimous recommendation of the special committee and after consultation with its financial and legal advisers, the New Gold board of directors has unanimously approved, and recommends that New Gold shareholders vote for the transaction.
Meeting and voting details
In accordance with the interim order (as defined below), New Gold will hold the meeting on Jan. 27, 2026, at 11 a.m. Eastern Time to seek approval of the transaction, the details of which are set forth in the circular. The meeting will be held in person at the offices of Davies Ward Phillips & Vineberg LLP at 155 Wellington St. W, Suite 4000, Toronto, Ont., M5V 3J7, and virtually by live webcast at 11 a.m. Eastern Time on Jan. 27, 2026.
Proxy deposit deadline
If you were a shareholder of record on Dec. 17, 2025, you are eligible to vote today. The deadline for shareholders to vote in advance of the meeting is 11 a.m. Eastern Time on Friday, Jan. 23, 2026. Shareholders holding New Gold common shares through an intermediary may have an earlier deadline by which the intermediary must receive voting instructions. Shareholders that hold New Gold common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should follow the instructions provided by the intermediary. New Gold shareholders eligible to vote at the meeting will receive a copy of the circular, accompanied by a form of proxy or voting instruction form, and can access the meeting materials on the Vote New Gold website.
Whether or not you expect to attend the meeting, New Gold shareholders are encouraged to vote well in advance of the voting deadline. Prior to voting using the instructions below and in the circular, shareholders are encouraged to confirm whether they are a registered shareholder (you hold a share certificate registered in your name) or a non-registered (beneficial) shareholder (you hold shares through a bank, broker or other intermediary).
If you have any questions or require more information on how to vote, please contact New Gold's strategic shareholder adviser and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by e-mail at contactus@kingsdaleadvisors.com. If you have any questions or require more information with respect to the procedures for completing your transmittal documentation, please contact Computershare Investor Services Inc. by e-mail at corporateactions@computershare.com. Alternatively, please call Computershare Investor Services Inc. toll-free at 1-800-564-6253 (toll-free within North America) or 1-514-982-7555 (outside of North America).
Vote on-line
Registered shareholders: Go to Computershare Investor Services' website and follow the instructions on the screen. You will need your 15-digit control number, which can be found on your form of proxy.
Non-registered (beneficial) shareholders: Visit the Proxy Vote website with your 16-digit control number.
Vote by telephone
Registered shareholders: Call Computershare Investor Services at 1-866-732-8683 (toll-free in North America) or 1-312-588-4290 (outside of North America) from a touch-tone phone and follow the instructions. You will need your 15-digit control number, which can be found on your form of proxy.
Non-registered (beneficial) shareholders: Call 1-800-474-7493 for English or 1-800-474-7501 for French (in Canada) or 1-800-454-8683 (in the United States) with your 16-digit control number.
Vote by mail
Registered shareholders: Complete, sign and date your form of proxy and return it to Computershare Investor Services, attention: proxy department, 320 Bay St., 14th floor, Toronto, Ont., M5H 4A6, in the postage prepaid envelope provided.
Non-registered (beneficial) shareholders: Complete, sign and date your voting instruction form and return it by mail in the postage prepaid envelope, included in your package in accordance with the instructions thereon.
For further information on voting your New Gold shares at the meeting, please refer to the circular under the heading "The Meeting."
Circular
As set out in the circular, at the meeting, New Gold shareholders will be asked to consider, and if deemed advisable, pass a special resolution approving the transaction. Upon completion of the transaction, existing New Gold shareholders will own approximately 38 per cent of the outstanding common stock of the combined company. Additionally, upon closing of the transaction, Patrick Godin and one other current New Gold director will join Coeur's board of directors.
In order to become effective, the transaction must be approved by: (a) at least two-thirds of the votes cast by New Gold shareholders present (virtually or in person) or represented by proxy and entitled to vote at the meeting; and (b) a simple majority of the votes cast by New Gold shareholders present (virtually or in person) or represented by proxy and entitled to vote at the meeting, excluding the votes of certain related parties (as required by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions).
Mailing of the circular and related meeting materials has commenced and shareholders of New Gold should expect to receive their meeting materials shortly. In the meantime, the meeting materials can be downloaded from New Gold's website or on the Vote New Gold website. The meeting materials can also be accessed on New Gold's issuer profiles on SEDAR+ and EDGAR.
In addition to approval of the transaction by New Gold shareholders, the issuance of shares by Coeur pursuant to the transaction and an amendment to the Coeur certificate of incorporation to increase the number of authorized shares of Coeur stock are subject to approval by the Coeur stockholders at a special meeting, which will be held on the same date as the meeting. In addition to the New Gold and Coeur shareholder approvals, the transaction is subject to the approval by the Supreme Court of British Columbia, applicable regulatory approvals, approval of the listing of Coeur shares of common stock to be issued under the transaction on the NYSE and the TSX and the satisfaction of certain other closing conditions customary for a transaction of this nature, all as more particularly described in the circular. Subject to the satisfaction of such conditions, the transaction is expected to close in the first half of 2026.
Interim order
New Gold is pleased to announce that it has been granted an interim order from the court authorizing various matters, including the holding of the meeting and the mailing of the circular. The meeting is to be held in accordance with the terms of the interim order.
Competition Act approval
New Gold is also pleased to announce that, on Dec. 5, 2025, the Commissioner of Competition under the Competition Act (Canada) issued an advance ruling certificate under Section 102 of the Competition Act, which constitutes the Competition Act approval required under the arrangement agreement.
Shareholder questions and assistance
If you have any questions or require more information on how to vote, please contact New Gold's strategic shareholder adviser and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by e-mail at contactus@kingsdaleadvisors.com. To obtain current information about voting your New Gold shares and the transaction, please visit the Vote New Gold website.
If you have any questions or require more information with respect to the procedures for completing your transmittal documentation, please contact Computershare Investor Services by e-mail at corporateactions@computershare.com. Alternatively, please call Computershare Investor Services toll-free at 1-800-564-6253 (toll-free within North America) or 1-514-982-7555 (outside of North America).
Financial advisers and counsel
National Bank Financial Inc. is acting as financial adviser to New Gold and CIBC World Markets Inc. is acting as financial adviser to the special committee. Davies Ward Phillips & Vineberg and Paul Weiss Rifkind Wharton & Garrison LLP are acting as New Gold's legal advisers, and Blake Cassels & Graydon LLP is acting as counsel to the special committee.
About New Gold Inc.
New Gold is a Canadian-focused intermediate mining company with a portfolio of two core producing assets in Canada, the New Afton copper-gold mine and the Rainy River gold mine. New Gold's vision is to be the most valued intermediate gold and copper producer through profitable and responsible mining for its shareholders and stakeholders.
We seek Safe Harbor.
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