8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 26, 2006

NEWGOLD, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-20722	16-1400479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Capitol Mall, Suite 900 Sacramento, CA	95814
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (916) 449-3913

Same

(Former name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Private Placement

On September 26, 2006, Newgold entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) in connection with a private placement of convertible debentures, in the aggregate principal amount of $2,200,000 and bearing interest of 8% per annum (the “Debentures”). On November 1, 2006 the Purchase Agreement was amended to increase the aggregate principal amount of the convertible debentures to $3,000,000. The Debentures will be funded $1,000,000 at the closing, $1,000,000 upon the filing of a resale registration statement with the Securities and Exchange Commission and $1,000,000 upon the registration statement being declared effective. The Debentures will be due and payable in three years from the date of issue unless converted into shares of the Company’s common stock or repaid prior to their expiration date. The maximum conversion rate is $0.4735 per share subject to certain adjustments. Additionally, pursuant to the amended Purchase Agreement, the investor was issued warrants (the “Warrants”) to purchase an aggregate of 3,500,000 shares of Newgold common stock with 2,000,000 warrants exercisable at $0.45 per share and 1,500,000 warrants exercisable at $0.60 per share. The Warrants have a term of four years and are immediately exercisable.

Pursuant to the Registration Rights Agreement, the Company is obligated to file a registration statement with the Securities and Exchange Commission within 30 days of the closing of the transaction covering the possible resale from time to time in the future of the shares of common stock underlying the Debentures and the Warrants. The Registration Rights Agreement provides for certain penalties to the Company if the registration statement is not filed or does not become effective before dates specified in that agreement. Each of the Company and the investor has agreed to indemnify the other party and certain affiliates against certain liabilities related to the registration statement.

Yorkville Advisors LLC acted as advisor for the financing and received customary due diligence and structuring fees based on the aggregate gross proceeds of the transaction.

Item 2.03Creation of a Direct Financial Obligation

See Item 1.01 above, which disclosures are incorporated herein by reference. When fully funded, the secured Debentures will represent $3,000,000 of debt owed by the Company. The Debentures bear interest at an annual rate of 8% which accrues until the maturity date which is three years from the date of issue at which time all principal and accrued interest not previously converted into Newgold common stock or repaid, will be due and payable. Both principal and interest are convertible into shares of the Company’s common stock at a 5% discount from the average bid price existing at the time of conversion or $0.4735 per share, whichever, is lower. The $0.4735 price per share is subject to adjustment for stock splits, dividends or if securities of the Company are sold at a price below $0.4735 per share (with certain exceptions). Newgold

may repay the debt early by paying a Redemption Premium equal to 10% of the principal amount being redeemed plus accrued interest thereon.

The investor also has a right to participate in any future financings by Newgold occurring after 18 months following the closing.

The Debenture is secured by 146 unpatented mining claims existing on the Company’s Relief Canyon mining property located in Pershing County, Nevada. In addition, the Company has pledged an additional 10,000,000 shares of its common stock which could be issued to the investor in the event of a default depending on how much of the Debenture principal and interest remained at the time of the default.

Item 3.02Recent Sales of Unregistered Securities

See Item 1.01 above, which disclosures are incorporated herein by reference. The issuance of the Debenture and Warrants was completed in accordance with the exemption provided by Rule 506 of Regulation D of the Securities Act of 1933 and/or Section 4(6) of the Securities Act of 1933, as amended. The investor represented that it is an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.

Item 9.01Financial Statements and Exhibits

Exhibits.

10.1 Amendment No. 1 to Securities Purchase Agreement, dated November 1, 2006, by and among Newgold and the investor named therein.

10.2 Amendment No. 1 to Registration Rights Agreement, dated November 1, 2006, by and among Newgold and the investor named therein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2006	NEWGOLD, INC.
	By: /s/ A. SCOTT DOCKTER     A. Scott Dockter, President

EX-10.1

Exhibit 10.1

Execution Copy

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is entered into by and between NEWGOLD, INC, a Delaware corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

WHEREAS:

A.The parties hereto previously entered into that certain Securities Purchase Agreement dated as of September 26, 2006 (the "Agreement").

B.The parties to the Agreement now desire to amend certain provisions set forth in the Agreement as more fully described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.AMENDMENT OF THE 2^nd“WHEREAS” CLAUSE. The 2^nd“WHEREAS” Clause of the Agreement is hereby amended and replaced in its entirety with the following:

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase up to Three Million Dollars ($3,000,000) of secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $0.001 (the “Common Stock”) (as converted, the “Conversion Shares”) of which One Million Dollars ($1,000,000) was funded on September 26, 2006 (the “First Closing”), One Million Dollars ($1,000,000) shall be funded on the date the registration statement (the “Registration Statement”) is filed, pursuant to the Investor Registration Rights Agreement dated the date hereof, with the United States Securities and Exchange Commission (the “SEC”) (the “Second Closing”) and One Million Dollars ($1,000,000) shall be funded on the date the Registration Statement is declared effective by the SEC(the “Third Closing”) (individually referred to as a “Closing” collectively referred to as the “Closings”), for a total purchase price of up to Three Million Dollars ($3,000,000), (the “Purchase Price”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I (the “Subscription Amount”); and”

2.     AMENDMENT OF SECTION 4(g)(iv). Section 4(g)(iv) of the Agreement is hereby amended and replaced in its entirety with the following:

(i)The Company issued to the Buyer on September 26, 2006 warrants to purchase an aggregate of 2,527,777 shares of the Company’s Common Stock for a period of four (4) years of which a warrant to purchase 1,444,444 shares shall be at an exercise

price of $0.45 per share and a warrant to purchase 1,083,333 shares of the Company’s Common Stock shall be at an exercise price of $0.60 per share. On the date hereof, the warrants previously issued on September 26, 2006 are hereby cancelled and in their place are issued to the Buyer a warrant to purchase 2,000,000 shares of the Company’s Common Stock for a period of four (4) years at an exercise price of $0.45 per share and a warrant to purchase 1,500,000 shares of the Company’s Common Stock shall be at an exercise price of $0.60 per share (collectively referred to as the “Warrants”). The shares of Common Stock issuable under the Warrants shall collectively be referred to as the “Warrant Shares”.

3.     AMENDMENT TO SECTION 7(a)(xi). Section 7(a)(xi) of the Agreement is hereby amended and replaced in its entirety with the following:

(xi)The Company shall file an Amended Memorandum of Security Agreement with the State of Nevada which shall amend the Memorandum of Security Agreement previously filed with the Pershing County Registrar, State of Nevada on February 14, 2006 on Roll No. 405, Page No. 87 as File No. 247392 to provide for a gross principal amount of obligations up to three million dollars ($3,000,000), and proof of filing shall be provided to the Buyer.

4.     EFFECT ON OTHER TERMS. This Amendment shall be deemed effective as of November 1, 2006. All other terms set forth in the Agreement shall remain unchanged and this Amendment and the Agreement shall be deemed a single integrated agreement for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Securities Purchase Agreement to be duly executed as of day and year first above written.

COMPANY:

NEWGOLD, INC.

By: /s/ SCOTT DOCKTER     

Name: Scott Dockter

Title:Chief Executive Officer

BUYER:

CORNELL CAPITAL PARTNERS, LP

By: Yorkville Advisors, LLC

Its: General Partner

By: /s/ MARK ANGELO                         

Name: Mark Angelo

Title: President and Portfolio Manager

EX-10.2

Exhibit 10.2

Execution Copy

AMENDMENT NO. 1 TO

INVESTOR REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is entered into by and between NEWGOLD, INC, a Delaware corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

WHEREAS:

A.The parties hereto previously entered into that certain Investor Registration Rights Agreement dated as of September 26, 2006 (the "Agreement").

B.The parties to the Agreement now desire to amend certain provisions set forth in the Agreement as more fully described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.AMENDMENT OF “WHEREAS” CLAUSE A. “WHEREAS” Clause A of the Agreement is hereby amended and replaced in its entirety with the following:

A.In connection with the Amended Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Amended Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investors secured convertible debentures (the “Convertible Debentures”) which shall be convertible into that number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the terms of the Amended Securities Purchase Agreement for an aggregate purchase price of up to Three Million Dollars ($3,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended Securities Purchase Agreement dated September 26, 2006.

2.     AMENDMENT OF SECTION 2(a). Section 2(a) of the Agreement is hereby amended and replaced in its entirety with the following:

(a)Subject to the terms and conditions of this Agreement, the Company shall prepare and file, no later than thirty (30) days from the date hereof (the “Scheduled Filing Deadline”), with the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act (the “Initial Registration Statement”) for the resale by the Investors of the Registrable Securities, which includes at least Eighteen Million Seven Hundred Fifty Thousand (18,750,000) shares of Common Stock to be issued upon conversion of the Convertible Debentures. The Company shall cause the Registration Statement

to remain effective until all of the Registrable Securities have been sold. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a copy of the Initial Registration Statement to the Investors for their review and comment. The Investors shall furnish comments on the Initial Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from the Company.

3.EFFECT ON OTHER TERMS. This Amendment shall be deemed effective as of November 1, 2006. All other terms set forth in the Agreement shall remain unchanged and this Amendment and the Agreement shall be deemed a single integrated agreement for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Investors Registration Rights Agreement to be duly executed as of day and year first above written.

COMPANY:

NEWGOLD, INC.

By: /s/ SCOTT DOCKTER                         

Name: Scott Dockter

Title:Chief Executive Officer

BUYER:

CORNELL CAPITAL PARTNERS, LP

By: Yorkville Advisors, LLC

Its: General Partner

By: /s/ MARK ANGELO                             

Name: Mark Angelo

Title: President and Portfolio Manager