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Exhibit
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Description
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NEW GOLD INC.
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By:
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/s/ Lisa Damiani |
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Date: August 19, 2019
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Lisa Damiani
General Counsel, Executive Vice President,
Government Relations and Corporate Secretary
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Item 1.
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Name and Address of Company
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New Gold Inc. (“New Gold” or the “Company”)
Suite 3320, 181 Bay Street Toronto, Ontario M5J 2T
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Item 2.
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Date of Material Change
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August 8, 2019
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Item 3.
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News Release
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A news release was issued by the Company on August 8, 2019 through the facilities of Globe Newswire and was subsequently filed on
SEDAR.
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Item 4.
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Summary of Material Change
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On August 8, 2019, the Company announced that it entered into an agreement with a syndicate of underwriters, under which the underwriters have agreed to buy on a bought deal basis 93,750,000 common shares (the “Common Shares”), at a price of C$1.60 per Common Share for gross proceeds of C$150 million (the “Offering”).
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Item 5.
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Full Description of Material Change
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On August 8, 2019, the Company announced that it entered into an agreement with a syndicate of underwriters, under which the underwriters have agreed to purchase, on a bought deal basis, 93,750,000 Common Shares at a price of C$1.60 per
Common Share for gross proceeds to New Gold of approximately C$150 million. In addition, the Company granted the underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to
purchase up to an additional 15% of the Offering to cover over-allotments, if any (the “Over-Allotment Option”). The Offering is expected
to close on or about August 30, 2019 and is subject to New Gold receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and the securities regulatory authorities.
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The net proceeds of the Offering will be used by the Company to enhance financial flexibility, strengthen the balance sheet, including debt repayment, and general corporate purposes. |
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The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, and may also be offered by way of private placement in the United States.
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Renaud Adams, President and Chief Executive Officer of the Company, intends to participate in the Offering on the same terms as other investors. He is expected to purchase up to an aggregate of 100,000 Common Shares, representing 0.11%
of the aggregate Common Shares issuable pursuant to the Offering before factoring in the exercise of the Over-Allotment Option or 0.09% including the exercise of the Over-Allotment Option. Mr. Adams’ participation in the Offering will
constitute a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). However, his participation is not subject to the minority approval and formal valuation requirements under MI 61-101 as neither the fair market value of the Common Shares, nor the fair market value of
the consideration for the Common Shares, insofar as it involves interested parties, exceeds 25% of New Gold’s market capitalization. The Company did not file a material change report 21 days prior to the expected closing date of the
Offering as the details of Mr. Adams’ participation in the Offering were not known at that time. The Offering has been unanimously approved by the board of directors of the Company.
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Following the completion of the Offering, Mr. Adams will own and control 600,000 Common Shares, 360,197 options to purchase Common Shares and 485,559 performance share units representing approximately 0.09% of the issued and outstanding
Common Shares on an undiluted basis and 0.21% of the issued and outstanding Common Shares on a partially diluted basis, assuming no exercise of the Over-Allotment Option.
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Item 6.
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Reliance on subsection 7.1(2) of National Instrument 51-102
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The report is not being filed on a confidential basis.
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Item 7.
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Omitted Information
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No information has been omitted.
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Item 8.
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Executive Officer
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Lisa Damiani, General Counsel, Executive Vice President, Government Relations and Corporate Secretary
(416) 324-6000
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Item 9.
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Date of Report
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August 16, 2019.
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