(All dollar figures are in US dollars unless otherwise
indicated)
TORONTO, Feb. 22, 2017 /PRNewswire/ - New Gold Inc. ("New
Gold") (TSX:NGD) (NYSE MKT:NGD) is pleased to announce that it has
entered into an agreement with a syndicate of underwriters led by
RBC Capital Markets and Scotiabank (the "Underwriters"), pursuant
to which they have agreed to purchase, on a bought deal
basis, 53,600,000 common shares ("Common Shares") of New Gold
at a price of US$2.80 per share (the
"Offering"), for aggregate gross proceeds to New Gold of
approximately US$150 million. In
addition, New Gold has agreed to grant to the Underwriters an
option to purchase up to an additional 8,040,000 Common Shares
at a price of US$2.80 per share, on
the same terms and conditions as the Offering, exercisable at any
time, in whole or in part, until the date that is 30 days following
the closing of the Offering. In the event that the option is
exercised in its entirety, the aggregate gross proceeds of the
Offering to New Gold will be approximately US$172.6 million.
New Gold intends to use the net proceeds from the Offering to
finance the completion of the construction of the Rainy River gold
project in Ontario, Canada.
New Gold's cash and cash equivalents balance and the net
proceeds from the sale of New Gold's gold stream on the El Morro
project and the Offering, together with funds available for draw
under New Gold's secured revolving credit facility, are sufficient
to complete construction of the Rainy River project based on
current cost estimates.
Members of New Gold's board of directors and executive
management team have expressed an intention to participate in the
Offering on the same terms as other investors.
The Offering is scheduled to close on or about March 10, 2017, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the Toronto Stock
Exchange, the NYSE MKT and securities regulatory authorities.
The Offering will be made by way of a short form prospectus that
will be filed with securities regulatory authorities in all
provinces and territories of Canada and will also be filed in the United States with the U.S. Securities and
Exchange Commission (the "SEC") as part of a registration statement
on Form F-10 (the "Registration Statement") in accordance with the
multi-jurisdictional disclosure system established between
Canada and the United States.
New Gold has filed the Registration Statement (including a
short form prospectus) with the SEC for the Offering to which this
communication relates. Before you invest, you should read the short
form prospectus in the Registration Statement and other documents
New Gold has filed with the SEC for more complete information about
New Gold and this Offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
New Gold, any underwriter or any dealer participating in the
Offering will arrange to send you the short form prospectus
in Canada by contacting RBC
Capital Markets, Distribution Centre, RBC Wellington Square, 8th
Floor, 180 Wellington St. W., Toronto,
Ontario, M5J 0C2 (Tel: 1-416-842-5349; E-mail:
Distribution.RBCDS@rbccm.com) or Scotiabank, Scotia Plaza, 66th
Floor, 40 King Street West, M5W 2X6, Toronto, Ontario, Attention: Equity Capital
Markets (Tel: 1-416-862-5837), and, in the United States, by contacting RBC Capital
Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity
Syndicate; (Tel: 1-877-822-4089; E-mail:
equityprospectus@rbccm.com) or Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor,
New York, New York, 10281,
Attention: Equity Capital Markets (Tel: 1-212-225-6853).
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
ABOUT NEW GOLD INC.
New Gold is an intermediate gold mining company. The company has
a portfolio of four producing assets and two significant
development projects. The New Afton Mine in Canada, the Mesquite Mine in the United States, the Peak Mines in
Australia and the Cerro San Pedro
Mine in Mexico (which transitioned
to residual leaching in 2016), provide the company with its current
production base. In addition, New Gold owns 100% of the Rainy River
and Blackwater projects located in Canada. New Gold's objective is to be the
leading intermediate gold producer, focused on the environment and
social responsibility.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including
any information relating to New Gold's future financial or
operating performance is "forward looking". All statements in
this news release, other than statements of historical fact, which
address events, results, outcomes or developments that New Gold
expects to occur are "forward-looking statements". Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by the use of forward-looking
terminology such as "plans", "expects", "is expected", "budget",
"scheduled", "targeted", "estimates", "forecasts", "intends",
"anticipates", "projects", "potential", "believes" or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "would", "should", "might" or "will be
taken", "occur" or "be achieved" or the negative connotation of
such terms. Forward-looking statements in this news release
include, among others, statements with respect to the use of the
proceeds of the Offering, the anticipated benefits of the Offering,
the completion of the Rainy River project and the ability of the
parties to satisfy the conditions of and complete the
Offering.
All forward-looking statements in this news release are based on
the opinions and estimates of management as of the date such
statements are made and are subject to important risk factors and
uncertainties, many of which are beyond New Gold's ability to
control or predict. The forward-looking statements in this news
release are based on certain key assumptions, including without
limitation, the assumption that all conditions to closing of the
Offering will be satisfied in a timely manner; all regulatory
approvals will be obtained, no events will occur requiring the
redirecting of the proceeds of the Offering towards other uses and
that the cost estimates for the Rainy River project will be
accurate. Certain other material assumptions regarding such
forward-looking statements are discussed in this news release, New
Gold's annual and quarterly management's discussion and analysis
("MD&A"), its Annual Information Form and its Technical Reports
filed at www.sedar.com.
Forward-looking statements are necessarily based on estimates
and assumptions that are inherently subject to known and unknown
risks, uncertainties and other factors that may cause actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking statements. Such factors include, without
limitation: not realizing the potential benefits of the Offering;
all regulatory approvals not being obtained; the occurrence of
events requiring the redirecting of the proceeds of the Offering
towards other uses; significant capital requirements and the
availability and management of capital resources; additional
funding requirements; price volatility in the spot and forward
markets for metals and other commodities; fluctuations in the
international currency markets and in the rates of exchange of the
currencies of Canada, the United States, Australia and Mexico; discrepancies between actual and
estimated production, between actual and estimated mineral reserves
and mineral resources and between actual and estimated
metallurgical recoveries; fluctuation in treatment and refining
charges; changes in national and local government legislation; the
speculative nature of mineral exploration and development,
including the risks of obtaining and maintaining the validity and
enforceability of the necessary licenses and permits and complying
with the permitting requirements of each jurisdiction in which New
Gold operates, including, but not limited to: in Canada, obtaining the necessary permits for
the Rainy River project; the uncertainties inherent to current and
future legal challenges New Gold is or may become a party to;
inherent uncertainties with cost estimates and estimated schedule
for the construction and commencement of production at Rainy River as contemplated; loss of key
employees; rising costs of labour, supplies, fuel and equipment;
actual results of current exploration or reclamation activities;
uncertainties inherent to mining economic studies including the
feasibility studies for the Rainy River project; changes in project
parameters as plans continue to be refined; accidents; labour
disputes; defective title to mineral claims or property or contests
over claims to mineral properties; unexpected delays and costs
inherent to consulting and accommodating rights of indigenous
groups; risks, uncertainties and unanticipated delays associated
with obtaining and maintaining necessary licenses, permits and
authorizations and complying with permitting requirements,
including those associated with the amendment to Schedule 2 of the
Metal Mining Effluent Regulations for the Rainy River project. In
addition, there are risks and hazards associated with the business
of mineral exploration, development and mining, including
environmental events and hazards, industrial accidents, unusual or
unexpected formations, pressures, cave-ins, flooding and gold
bullion losses and risks associated with the start of production of
a mine, such as Rainy River, (and
the risk of inadequate insurance or inability to obtain insurance
to cover these risks) as well as "Risk Factors" included in New
Gold's disclosure documents filed on and available at
www.sedar.com. Forward-looking statements are not guarantees of
future performance, and actual results and future events could
materially differ from those anticipated in such statements. All of
the forward-looking statements contained in this news release are
qualified by these cautionary statements. New Gold expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
events or otherwise, except in accordance with applicable
securities laws.
SOURCE New Gold Inc.