New Gold Announces 14.9% Investment in Talisker Resources
April 15 2021 - 9:28AM
Business Wire
(All dollar figures are in Canadian dollars unless otherwise
indicated)
April 15, 2021-- New Gold Inc. ("New Gold" or the "Company")
(TSX and NYSE American: NGD) announced today that it has
acquired 37,366,932 common shares (the "Purchased Shares")
of Talisker Resources Ltd. (TSX: TSK) (OTCQX: TSKFF)
("Talisker") at $0.37 per Purchased Share for total
consideration of approximately $13.8 million, representing
approximately 14.9% 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 (the
"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% 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
(the "Talisker Board") 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% 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% 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% gold stream on the Artemis Gold Blackwater project
located in British Columbia and a 6% 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. For further information on
the Company, visit www.newgold.com.
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 are "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 New Gold's
acquisition or disposition of securities of Talisker in the
future.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable by New
Gold as of the date of such statements, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. Many factors, known and unknown, could cause actual
results to be materially different from those expressed or implied
by such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date made. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210415005646/en/
Ankit Shah Vice President, Strategy & Business
Development Direct: +1 (416) 324 6027 Email:
ankit.shah@newgold.com
New Gold (AMEX:NGD)
Historical Stock Chart
From Aug 2024 to Sep 2024
New Gold (AMEX:NGD)
Historical Stock Chart
From Sep 2023 to Sep 2024