Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024.

Commission File Number 001-31722

New Gold Inc.

Suite 3320 – 181 Bay Street

Toronto, Ontario M5J 2T3

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DOCUMENTS FILED AS PART OF THIS FORM 6-K


Exhibit						Description
99.1						Financial Statements for the three and six months ended June 30, 2024

99.2						Management Discussion and Analysis for the three and six months ended June 30, 2024

99.3						CEO Certification of Interim Filings – Full Certificate

99.4						CFO Certification of Interim Filings – Full Certificate

SIGNATURES

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, thereunto duly authorized.

NEW GOLD INC.

By:

/s/ Sean Keating

Date: July 30, 2024

Sean Keating

Vice President, General Counsel and Corporate Secretary


Contents


CONDENSED INTERIM CONSOLIDATED INCOME STATEMENTS			2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME			3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION			4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY			5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW			6
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS			7
1. Description of business and nature of operations			7
2. Basis of preparation and material accounting policy information			7
3. Expenses			9
4. Trade and other receivables			10
5. Investments			10
6. Trade and other payables			11
7. Inventories			11
8. Mining interests			12
9. Long-term debt			13
10. Non-current derivative financial liabilities			15
11. Leases			17
12. Derivative instruments			18
13. Reclamation and closure cost obligations			20
14. Share capital			21
15. Income and mining taxes			23
16. Supplemental cash flow information			23
17. Segmented information			24
18. Fair value measurement			27
19. Commitments			29

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CONDENSED INTERIM CONSOLIDATED INCOME STATEMENTS


		Three months ended June 30		Six months ended June 30
(Unaudited - in millions of U.S. dollars, except per share amounts)	Note	2024	2023	2024	2023
Revenues		218.2	184.4	410.3	386.0
Operating expenses	3	109.5	104.9	216.3	222.1
Depreciation and depletion		69.8	54.3	132.5	109.4
Revenue less cost of goods sold		38.9	25.2	61.5	54.5
Corporate administration		5.4	6.5	11.2	12.1

Share-based payment expenses	14	3.5	1.5	4.3	1.9
Exploration and business development		6.0	3.2	6.9	5.5

Income from operations		24.0	14.0	39.1	35.0
Finance income	3	1.8	1.9	3.9	3.7
Finance costs	3	(2.3)	(3.4)	(4.9)	(7.7)
Other losses	3	(0.5)	(14.3)	(55.6)	(64.3)
Income (loss) before taxes		23.0	(1.8)	(17.5)	(33.3)
Income tax recovery (expense)	15	30.1	(0.8)	27.1	(1.1)
Net income (loss)		53.1	(2.6)	9.6	(34.4)
Net income (loss) per share
Basic	14	0.07	(0.00)	0.01	(0.05)
Diluted	14	0.07	(0.00)	0.01	(0.05)
Weighted average number of shares outstanding (in millions)
Basic	14	738.6	683.2	714.2	682.7
Diluted	14	744.9	683.2	720.4	682.7

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three months ended June 30		Six months ended June 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023	2024	2023
Net income (loss)		53.1	(2.6)	9.6	(34.4)
Other comprehensive income (loss)
(Loss) income on revaluation of non-current derivative financial liabilities	10	(2.0)	10.3	(15.5)	(40.1)


Total comprehensive income (loss)		51.1	7.7	(5.9)	(74.5)

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


		As at June 30	As at December 31
(Unaudited - in millions of U.S. dollars)	Note	2024	2023
ASSETS
Current assets
Cash and cash equivalents		184.4	185.5
Trade and other receivables	4	16.6	16.3
Inventories	7	113.3	126.7
Current income tax receivable		0.7	0.5
Investments	5	8.0	7.1
Prepaid expenses and other		8.1	15.7
Total current assets		331.1	351.8
Non-current inventories	7	16.6	—
Mining interests	8	1,654.9	1,927.2
Other assets		1.7	2.1
Deferred tax assets		4.7	4.9

Total assets		2,009.0	2,286.0
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables	6	221.3	229.0

Total current liabilities		221.3	229.0
Reclamation and closure cost obligations	13	117.5	123.4
Non-current derivative financial liabilities	10	168.6	667.6
Long-term debt	9	496.5	396.0
Deferred tax liabilities		46.4	74.8
Lease obligations	11	2.1	2.6
Other liabilities		3.8	3.4

Total liabilities		1,056.2	1,496.8
Equity
Common shares	14	3,333.5	3,163.5
Contributed surplus		106.4	106.9
Other reserves		(36.9)	(135.9)
Deficit		(2,450.2)	(2,345.3)
Total equity		952.8	789.2
Total liabilities and equity		2,009.0	2,286.0

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


		Six months ended June 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023
COMMON SHARES
Balance, beginning of period		3,163.5	3,157.1
Common share issuance		164.6	—
Issuance of common shares under First Nations agreements		3.9	—

Exercise of options and vested performance share units		1.5	2.7
Balance, end of period		3,333.5	3,159.8
CONTRIBUTED SURPLUS
Balance, beginning of period		106.9	107.8
Exercise of options and vested performance share units	14	(1.5)	(2.7)
Equity settled share-based payments		1.0	2.2
Balance, end of period		106.4	107.3
OTHER RESERVES
Balance, beginning of period		(135.9)	(24.6)
Transfer of Accumulated Other Comprehensive income on New Afton free cash flow obligation extinguishment		114.5	—
Loss on revaluation of non-current derivative financial liabilities	10	(15.5)	(40.1)
Balance, end of period		(36.9)	(64.7)
DEFICIT
Balance, beginning of period		(2,345.3)	(2,280.8)
Transfer of Accumulated Other Comprehensive income on New Afton free cash flow obligation extinguishment		(114.5)	—
Net income (loss)		9.6	(34.4)
Balance, end of period		(2,450.2)	(2,315.2)
Total equity		952.8	887.2

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW


		Three months ended June 30		Six months ended June 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023	2024	2023
OPERATING ACTIVITIES
Net income (loss)		53.1	(2.6)	9.6	(34.4)
Adjustments for:

Foreign exchange (gain) loss		(0.6)	3.0	(4.6)	3.1

Depreciation and depletion		70.0	54.0	132.8	109.2

Other non-cash adjustments	16	(2.1)	11.3	53.0	61.3
Income tax (recovery) expense	15	(30.1)	0.8	(27.1)	1.1
Finance income	3	(1.8)	(2.0)	(3.9)	(3.8)
Finance costs	3	2.3	3.5	4.9	7.8
Reclamation and closure costs paid	13	—	(0.7)	(0.2)	(1.3)
		90.8	67.3	164.5	143.0
Change in non-cash operating working capital	16	10.0	(8.8)	(7.8)	(23.9)
Income taxes paid		(0.4)	(2.1)	(1.5)	(2.1)
Cash generated from operations		100.4	56.4	155.2	117.0
INVESTING ACTIVITIES
Mining interests		(72.2)	(71.6)	(133.3)	(134.7)


Proceeds from sale of equity investments		—	1.1	—	24.5
Proceeds from sale of other assets		0.2	—	0.2	—

Interest received	3	1.8	1.9	3.9	3.7
Cash used by investing activities		(70.2)	(68.6)	(129.2)	(106.5)
FINANCING ACTIVITIES


Proceeds received from exercise of options		0.2	1.5	0.3	1.5
Proceeds received from issuance of common shares (net of transaction costs)	10	164.6	—	164.6	—
Lease payments		(0.5)	(3.9)	(1.8)	(6.3)
Cash settlement of non-current derivative financial liabilities	10	(7.5)	(7.0)	(14.7)	(14.7)
Cash settlement of New Afton free cash flow interest obligation	10	(257.5)	—	(257.5)	—
Interest paid		(1.6)	(1.5)	(17.4)	(17.3)

Credit facility drawdown		100.0	—	100.0	—
Cash used by financing activities		(2.3)	(10.9)	(26.5)	(36.8)
Effect of exchange rate changes on cash and cash equivalents		(0.2)	0.3	(0.6)	—
Change in cash and cash equivalents		27.7	(22.9)	(1.1)	(26.4)
Cash and cash equivalents, beginning of period		156.7	197.3	185.5	200.8
Cash and cash equivalents, end of period		184.4	174.4	184.4	174.4
Cash and cash equivalents are comprised of:
Cash		164.5	129.7	164.5	129.7
Short-term money market instruments		19.9	44.7	19.9	44.7
		184.4	174.4	184.4	174.4

See accompanying notes to the condensed interim consolidated financial statements.

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NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2024

(Amounts expressed in millions of U.S. dollars, except per share amounts and unless otherwise noted)

1. Description of business and nature of operations

New Gold Inc. (“New Gold” or the “Company”) is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”).

The Company is a corporation governed by the Business Corporations Act (British Columbia). The Company’s shares are listed on the Toronto Stock Exchange and the NYSE American under the symbol NGD. The Company’s registered office is located at 925 West Georgia Street, Suite 1600, Vancouver, British Columbia, V6C 3L2, Canada. The Company's head office is located at 181 Bay Street, Suite 3320, Toronto, Ontario M5J 2T3.

2. Basis of preparation and material accounting policy information

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board on a basis consistent with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 which includes information necessary or useful to understanding the Company's business and financial statement presentation.

In particular, the Company's accounting policies are presented as Note 2 in the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in the preparation of these unaudited condensed interim consolidated financial statements except as set out below.

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors of the Company on July 30, 2024.

IAS 1 - Presentation of financial statements - classification of liabilities as current or non-current

Amendments to IAS 1 - Presentation of financial statements - classification of liabilities as current or non-current affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expense, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of 'settlement' to make clear that settlement refers to the

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transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are applied for annual periods beginning on or after January 1, 2024, which the Company has adopted. There was no material impact resulting from the adoption of these amendments.

IAS 1 - Presentation of financial statements non-current liabilities with covenants

Amendments to IAS 1 - Presentation of financial statements non-current liabilities with covenants specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity's right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g., a covenant based on the entity's financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity's right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants. The amendments are applied for annual reporting periods beginning on or after January 1, 2024, which the Company has adopted. There was no material impact resulting from the adoption of these amendments.

Critical Judgement in the application of Accounting Policies - New Afton free cash flow interest

In 2020, New Gold entered into a strategic partnership with Ontario Teachers’ Pension Plan. At contract inception, management assessed the nature of the agreement and determined the arrangement was a financial liability under the scope of IFRS 9. As the obligation contained an embedded derivative that would otherwise need to be accounted for separately at fair value through profit and loss ("FVTPL"), the Company elected this arrangement to be a financial liability at FVTPL, with initial and subsequent measurement at fair value, as permitted under IFRS 9. As part of the contractual modification of this arrangement, see Note 10, judgement was applied to determine whether: the modification constituted a substantial modification of the original financial liability, and whether the resulting new agreement constituted a partial disposal of mining interest at New Afton.

Additionally, the Company applied judgement in determining the value of the disposed assets at New Afton which considered cash and non-cash consideration recognized in the transaction, the gain on the extinguishment of the financial instrument, and the carrying value of New Afton's mining interest at the valuation date.

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3. Expenses

(a) Operating expenses by nature


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OPERATING EXPENSES BY NATURE
Raw materials and consumables	41.7	41.9	85.0	90.5
Salaries and employee benefits	42.0	37.7	87.2	72.9
Contractors	19.2	24.0	44.1	49.1
Repairs and maintenance	16.0	17.7	33.8	32.5
General and administrative	8.0	3.2	14.9	11.1
Leases	2.2	1.0	5.5	1.9
Royalties	1.7	1.9	4.2	4.2
Drilling and analytical	0.8	2.8	1.8	3.7
Ore purchase costs	0.4	1.8	1.1	5.6
Other	2.3	3.0	3.4	6.2
Total production expenses	134.3	135.0	281.0	277.7
Less: Production expenses capitalized	(35.6)	(26.5)	(67.2)	(47.8)
Add/Less: Change in inventories (Note 7)	10.8	(3.6)	2.5	(7.8)
Total operating expenses	109.5	104.9	216.3	222.1

(b) Finance income and costs


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
FINANCE INCOME
Interest income	1.8	1.9	3.9	3.7
FINANCE COSTS
Interest on senior unsecured notes	7.6	7.5	15.0	14.9

Accretion	1.2	1.1	2.4	2.3

Other finance costs	2.0	1.4	3.7	3.0
Total finance costs	10.8	10.0	21.1	20.2
Less: amounts included in cost of qualifying assets	(8.5)	(6.6)	(16.2)	(12.5)
Total finance costs	2.3	3.4	4.9	7.7

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OTHER (LOSSES) AND GAINS

Gain (loss) on foreign exchange	0.8	(3.5)	4.8	(2.9)
(Loss) gain on disposal of assets	(0.6)	0.3	(1.2)	(0.3)
Gain (loss) on revaluation of investments	0.4	(1.5)	0.9	(2.8)
Unrealized loss on revaluation of non-current derivative financial liabilities (Note 10)	(41.1)	(12.9)	(99.0)	(60.4)
Gain on extinguishment of New Afton free cash flow interest obligation (Note 10)	42.3	—	42.3	—

(Loss) gain on foreign exchange derivative	(1.3)	2.9	(3.9)	2.5
(Loss) gain on fuel hedge swap contracts	(0.1)	0.4	1.0	(0.3)




Flow through share premium	0.7	—	0.7	—
Other	(1.6)	—	(1.2)	(0.1)
Total other gains (losses)	(0.5)	(14.3)	(55.6)	(64.3)

4. Trade and other receivables


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
TRADE AND OTHER RECEIVABLES
Trade receivables	10.3	10.2
Sales tax receivable	4.0	5.8
Unsettled provisionally priced concentrate derivatives and swap contracts (Note 12)	1.2	(0.3)



Other	1.1	0.6
Total trade and other receivables	16.6	16.3

5. Investments


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
MARKETABLE EQUITY SECURITIES



Equity securities	8.0	7.1


Total investments	8.0	7.1

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6. Trade and other payables


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
TRADE AND OTHER PAYABLES
Trade payables	36.9	61.5
Interest payable	14.1	14.1
Accruals	64.0	73.1
New Afton free cash flow interest other liabilities (Note 10)	20.0	—
New Afton free cash flow interest obligation (Note 10)	42.6	42.7
Current portion of reclamation and closure cost obligations (Note 13)	0.8	0.8
Current portion of Rainy River gold stream obligation (Note 10)	41.0	33.1
Current portion of derivative liabilities (Note 12)	0.8	1.1
Current portion of lease liabilities (Note 11)	1.1	2.6
Total trade and other payables	221.3	229.0

7. Inventories


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
INVENTORIES
Stockpile ore	27.3	34.1
Work-in-process	14.6	5.3
Finished goods(1)	13.8	16.8
Supplies	74.2	70.5
Total current inventories	129.9	126.7
Less: non-current inventories	(16.6)	—
Total inventories(2)	113.3	126.7

1.The amount of inventories recognized in operating expenses for the three and six months ended June 30, 2024 was $106.3 million and $209.3 million (2023 - $101.5 million and $215.0 million).

2.During the three-months ended March 31, 2024, the Company recognized a net realizable value write-up adjustment due to increased gold prices. The Company recognized $14.6 million to low-grade stockpile inventory at Rainy River ($2.2 million in current inventories), of which $7.7 million was included in operating expenses and $6.9 million was included in depreciation.

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8. Mining interests


Mining Properties
	Depletable	Non-depletable	Plant & equipment	Construction in progress	Total
(in millions of U.S. dollars)
COST
As at December 31, 2022	1,906.3	237.9	1,530.3	89.1	3,763.6
Additions	45.0	147.9	17.1	100.2	310.2

Disposals	—	—	(9.0)	—	(9.0)
Transfers(1)	49.9	(18.6)	45.5	(76.8)	—

As at December 31, 2023	2,001.2	367.2	1,583.9	112.5	4,064.8
Additions	27.0	78.6	2.2	32.5	140.3

Disposals	—	—	(6.2)	—	(6.2)
Transfers(2)	50.4	—	23.8	(74.2)	—


Disposal of mineral property interest (3)	(324.2)	(110.2)	(173.9)	—	(608.3)
As at June 30, 2024	1,754.4	335.6	1,429.8	70.8	3,590.6
ACCUMULATED DEPRECIATION
As at December 31, 2022	1,108.9	—	790.8	—	1,899.7
Depreciation for the year	137.2	—	108.8	—	246.0
Disposals	—	—	(8.1)	—	(8.1)

As at December 31, 2023	1,246.1	—	891.5	—	2,137.6
Depreciation for the period	83.6	—	55.3	—	138.9

Disposals	—	—	(4.7)	—	(4.7)

Disposal of mineral property interest (3)	(233.4)		(102.7)		(336.1)
As at June 30, 2024	1,096.3	—	839.4	—	1,935.7
CARRYING AMOUNT
As at December 31, 2023	755.1	367.2	692.4	112.5	1,927.2
As at June 30, 2024	658.1	335.6	590.4	70.8	1,654.9

1.In 2023, non-depletable transfers consisted of $18.6 million from the Rainy River Intrepid zone.

2.In 2024, $38.5 million in depletable transfers related to the Rainy River tailings dam raise.

3.In May 2024, the Company entered into an Amending Agreement with Ontario Teachers which was determined to be a partial disposal of mineral property of $272.2 million. Refer to note 10 for further detail.

Carrying amount by property as at June 30, 2024



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	269.6	307.8	197.0	17.9	792.3

Rainy River	388.5	26.7	390.4	52.9	858.5

Other(1)	—	1.1	3.0	—	4.1
Carrying amount	658.1	335.6	590.4	70.8	1,654.9

1.Other includes corporate balances.

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Carrying amount by property as at December 31, 2023



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	373.5	359.9	275.2	23.7	1,032.3
Rainy River	381.6	6.2	413.8	88.8	890.4

Other(1)	—	1.1	3.4	—	4.5
Carrying amount	755.1	367.2	692.4	112.5	1,927.2

1.Other includes corporate balances.

9. Long-term debt

Long-term debt consists of the following:


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
LONG-TERM DEBT


Senior unsecured notes - due July 15, 2027 (a)	396.5	396.0
Credit facility (b)	100.0	—
Total long-term debt	496.5	396.0

(a) Senior Unsecured Notes - due July 15, 2027

As at June 30, 2024, the Company has $400.0 million of senior unsecured notes outstanding that mature and become due and payable on July 15, 2027 (the "2027 Unsecured Notes"). The 2027 Unsecured Notes are denominated in U.S. dollars and bear interest at the rate of 7.50% per annum. Interest is payable in arrears in equal semi-annual installments on January 15 and July 15 of each year.

The 2027 Unsecured Notes are subject to a minimum interest coverage incurrence covenant of earnings before interest, taxes, depreciation, amortization, impairment, and other non-cash adjustments to interest of 2:1. The test is applied on a pro-forma basis prior to the Company incurring additional debt, entering into business combinations or acquiring significant assets, and certain corporate actions. There are no maintenance covenants.

The 2027 Unsecured Notes are redeemable by the Company in whole or in part during the 12-month period beginning on July 15 of the years indicated at the redemption prices below, expressed as a percentage of the principal amount of the 2027 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date:


Date			Redemption prices (%)
July 15, 2023			103.75
July 15, 2024			101.88
July 15, 2025 and thereafter			100.00

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(b) Credit Facility

The Company holds a revolving credit facility (the "Credit Facility") with a maturity date of December 2026 and a borrowing limit of $400.0 million.

The Credit Facility contains various covenants customary for a loan facility of this nature, including limits on indebtedness, asset sales, and liens. The Credit Facility contains three covenant tests, all of which are measured on a rolling four-quarter basis at the end of every quarter:

•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

Significant financial covenants are as follows:


		Twelve months ended June 30	Twelve months ended December 31
Financial Covenant		2024	2023
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	8.8 : 1	8.1 : 1
Maximum leverage ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.6 : 1	1.4 : 1
Maximum secured leverage ratio (secured debt to Adjusted EBITDA)	<2.0:1.0	0.4 : 1	0.1 : 1

The interest margin on drawings under the Credit Facility ranges from 1.25% to 3.75% over term-adjusted SOFR, the Prime Rate or the Base Rate based on the Company’s Leverage Ratio, and the currency and type of credit selected by the Company. Based on the Company’s Leverage Ratio, the rate is 2.50% over term-adjusted SOFR as at June 30, 2024 (December 31, 2023 – 2.50% over term-adjusted SOFR). The standby fees on undrawn amounts under the Credit Facility range from 0.51% to 0.84% over SOFR, depending on the Company’s Leverage Ratio. Based on the Company’s Leverage Ratio, the rate is 0.56% over SOFR as at June 30, 2024 (December 31, 2023 – 0.56% over SOFR).

For the six months ended June 30, 2024, the Company has drawn $100.0 million under the Credit Facility to fund the payment under the Amending Agreement with Ontario Teachers' Pension Plan. The Credit Facility has been used to issue letters of credit amounting to $23.8 million (December 31, 2023 - $26.7 million). Letters of credit relate to reclamation bonds and other financial assurances required with various government agencies.

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10. Non-current derivative financial liabilities

The following is a summary of the change in non-current derivative financial liabilities:



(in millions of U.S. dollars)	Rainy River	New Afton	Total
CHANGE IN NON-CURRENT DERIVATIVE FINANCIAL LIABILITIES
Balance, December 31, 2022	174.7	378.9	553.6

Settlements during the period	(29.8)	—	(29.8)
Fair value adjustments related to changes in the Company’s own credit risk(1)	25.2	86.1	111.3
Other fair value adjustments(2)	29.8	78.4	108.2
Balance, December 31, 2023	199.9	543.4	743.3
Less: current portion	(33.1)	(42.7)	(75.7)
Non-current portion of derivative financial liabilities	166.8	500.7	667.6
Balance, December 31, 2023	199.9	543.4	743.3

Settlements during the period(3)	(13.6)	—	(13.6)
Fair value adjustments related to changes in the Company’s own credit risk(1)	3.3	12.2	15.5
Other fair value adjustments(2)	20.0	79.0	99.0
Extinguishment of New Afton free cash flow interest obligation(4)	—	(634.6)	(634.6)
Balance, June 30, 2024	209.6	—	209.6
Less: current portion(5)	(41.0)	—	(41.0)
Non-current portion of derivative financial liabilities	168.6	—	168.6

1.Fair value adjustments related to changes in the Company’s own credit risk are included in other comprehensive income.

2.Other fair value adjustments are included in Other Losses in the condensed interim consolidated income statements.

3.Settlements during the period are on an accrual basis. During the six months ended June 30, 2024, the Company paid $14.8 million in cash towards settlements of the Rainy River gold stream obligation

4.In May 2024, the Company entered into an amending agreement with the original financial instrument determined to be extinguished as of May 31, 2024. See below for further detail.

5.The current portion of the derivative financial liabilities is included in trade and other payables on the statement of financial position. For New Afton, this includes the minimum cash guarantee, see below.

Rainy River gold stream obligation

In 2015, the Company entered into a $175 million streaming transaction with RGLD Gold AG, a wholly owned subsidiary of Royal Gold Inc. (“Royal Gold”). Under the terms of the agreement, the Company will deliver to Royal Gold 6.5% of gold production from Rainy River up to a total of 230,000 ounces of gold and then 3.25% of the mine’s gold production thereafter. The Company will also deliver to Royal Gold 60% of the mine’s silver production to a maximum of 3.1 million ounces and then 30% of silver production thereafter.

In addition to the upfront $175.0 million deposit, Royal Gold will pay 25% of the average spot gold or silver price at the time each ounce of gold or silver is delivered under the stream. The difference between the spot price of metal and the cash received from Royal Gold will reduce the $175.0 million deposit over the life of the mine. Upon expiry of the 40 year term of the agreement (which may be extended in certain circumstances), any balance of the $175.0 million upfront deposit remaining unpaid will be refunded to Royal Gold.

The Company has designated the Rainy River gold stream obligation as FVTPL under the scope of IFRS 9. Accordingly, the Company values the liability at the present value of its expected future cash flows at

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each reporting period with changes in fair value reflected in the condensed interim consolidated income statements and condensed interim consolidated statements of comprehensive income.

Fair value adjustments represent the net effect on the Rainy River gold stream obligation of changes in the variables included in the Company’s valuation model between the date of receipt of deposit and the reporting date.

New Afton free cash flow interest obligation

In 2020, New Gold entered into a strategic partnership ("Original Agreement") with Ontario Teachers’ Pension Plan (“Ontario Teachers”). Under the terms of the Original Agreement, Ontario Teachers acquired a 46% free cash flow interest in the New Afton mine for upfront cash proceeds of $300 million. The Original Agreement was determined to be a financial liability that the Company designated as FVTPL under the scope of IFRS 9. Fair value of the Original Agreement on initial recognition was determined by the amount of the cash received. Subsequent fair value was calculated on each reporting date with gains and losses recorded in net earnings. Fair value adjustments as a result of the Company's own credit risk are recorded in the consolidated statement of comprehensive income, as required by IFRS 9 for financial liabilities designated as FVTPL.

In May 2024, the Company entered into an amending agreement ("Amending Agreement") with Ontario Teachers to reduce the cash flow interest to 19.9% in exchange for a cash payment of $255.0 million. The Company determined that the Amending Agreement constituted a substantial modification of the Original Agreement which resulted in a derecognition of the FVTPL liability. Consideration for the disposal comprised of the $255.0 million cash payment, $2.5 million in transaction costs, the 19.9% free cash flow interest, and a contingent obligation of $20.0 million to Ontario Teachers should there be a change of control prior to January 2026.

The Company determined that the Amending Agreement constituted an executory contract and a partial disposal of the New Afton Mining Interest. The Amending Agreement did not include embedded derivatives, minimum cash flow guarantees, or any other clauses that would create a present obligation under IFRS 9. As a result of the extinguishment of the FVTPL liability, the Company recognized a $42.3 million gain on extinguishment.

In July 2024, the Company made a final payment of $42.6 million to Ontario Teachers as part of the minimum cash guarantee under the terms of the Original Agreement.

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Summary of changes in the New Afton free cash flow interest obligation during the three months ended June 30, 2024:



(in millions of U.S. dollars)
Fair Value of Original Agreement on March 31, 2024			599.8
Unrealized loss on revaluation of liability			34.8
Fair value of Original Agreement on May 31, 2024			634.6

Cash consideration			(257.5)
Partial disposition of mining interest at New Afton			(272.2)
Original Agreement guaranteed minimum liability			(42.6)
Amending Agreement change of control liability			(20.0)
Gain on extinguishment			42.3

Components of the adjustment to fair value for the non-current derivative financial liabilities, including the New Afton free cash flow interest obligation prior to extinguishment, at each reporting date include:


Financial instrument			Components of the adjustment to fair value
Rainy River gold stream obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices
New Afton free cash flow interest obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices •Change in production profile, operating and capital costs at New Afton, including considerations to the minimum cash guarantee over the first four years of the instrument

11. Leases

(a) Right-of-use assets

The Company leases assets such as buildings, mobile equipment, and machinery. These assets are included in Mining Interests on the statement of financial position and are classified as plant & equipment as per Note 8 of the Company’s condensed interim consolidated financial statements.


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
RIGHT-OF-USE ASSETS
Opening balance	17.9	21.4
Additions	—	4.3
Depreciation	(0.4)	(7.3)
Transfers(1)	(11.8)	—
Disposals	—	(0.5)
Total right-of-use-assets	5.7	17.9

1.Transfers of right-of-use assets (net of accumulated depreciation) from leased to owned.

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(b) Lease liabilities

Please see below for a maturity analysis of the Company’s lease payments:


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
MATURITY ANALYSIS FOR LEASES
Less than 1 year	1.1	2.6
Between 1 and 3 years	1.4	1.4
Between 3 and 5 years	1.3	1.3
More than 5 years	0.1	0.5
Total undiscounted lease payments(1)	3.9	5.8
Carrying value of lease liabilities	3.3	5.2
Less: current portion of lease liabilities(2)	(1.1)	(2.6)
Non-current portion of lease liabilities	2.2	2.6

1.Total undiscounted lease payments excludes leases that are classified as short term and leases for low value assets, which are not recognized as lease liabilities.

2.The current portion of the lease liabilities is included in trade and other payables on the statement of financial position.

For the three and six months ended June 30, 2024, the Company recognized $0.1 million and $0.2 million in interest expense on lease liabilities (2023 - $0.1 million and $0.2 million).

For the three and six months ended June 30, 2024, the Company expensed $2.5 million and $6.3 million related to leases that are classified as short term (2023 - $0.5 million and $1.0 million).

12. Derivative instruments


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
DERIVATIVE ASSETS (LIABILITIES)

Foreign exchange forward contracts(1)	(0.7)	3.2
Fuel hedge swap contracts(2)	(0.1)	(1.1)
Unsettled provisionally priced concentrate derivatives, and swap contracts(3)	1.2	(0.3)

1.In 2024, foreign exchange forward contracts are included within trade and other payables in the statement of financial position. In 2023, foreign exchange forward contracts are included within prepaid expenses and other in the statement of financial position.

2.Fuel hedge swap contracts are included within trade and other payables in the statement of financial position.

3.Unsettled provisionally priced concentrate derivatives are included within trade and other receivables in the statement of financial position.

(a) Provisionally priced contracts

The Company had provisionally priced sales for which price finalization is outstanding at June 30, 2024. Realized and unrealized gains (losses) on the provisional pricing of concentrate sales are classified as revenue, with the unsettled provisionally priced concentrate derivatives included in trade and other receivables. The Company enters into gold and copper swap contracts to reduce exposure to gold and copper prices. Realized and unrealized gains (losses) are recorded in revenue, with the unsettled gold and copper swaps included in trade and other receivables.

The following tables summarize the realized and unrealized gains and losses on provisionally priced sales:

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	Three months ended June 30, 2024			Six months ended June 30, 2024
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized	3.5	5.9	9.4	4.5	5.9	10.4
Unrealized	(1.6)	(1.3)	(2.9)	0.2	(0.6)	(0.4)
Total gain	1.9	4.6	6.5	4.7	5.3	10.0


	Three months ended June 30, 2023			Six months ended June 30, 2023
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized	0.5	(1.1)	(0.6)	1.4	2.2	3.6
Unrealized	(0.8)	(1.6)	(2.4)	(0.1)	(0.6)	(0.6)
Total (loss) gain	(0.3)	(2.7)	(3.0)	1.3	1.6	3.0

The following tables summarize the realized and unrealized gains and losses on gold and copper swap contracts:


	Three months ended June 30, 2024			Six months ended June 30, 2024
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized	(3.2)	(5.5)	(8.7)	(3.3)	(5.4)	(8.7)
Unrealized	2.2	2.9	5.1	0.1	1.5	1.6
Total loss	(1.0)	(2.6)	(3.6)	(3.2)	(3.9)	(7.1)


	Three months ended June 30, 2023			Six months ended June 30, 2023
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized	(0.8)	1.7	0.9	(1.5)	(1.5)	(3.0)
Unrealized	1.4	1.2	2.6	0.4	1.0	1.4
Total gain (loss)	0.6	2.9	3.5	(1.1)	(0.5)	(1.6)

The following table summarizes the net exposure to the impact of movements in market commodity prices for provisionally priced sales:


	As at June 30	As at December 31
	2024	2023
VOLUMES SUBJECT TO FINAL PRICING NET OF OUTSTANDING SWAPS
Gold ounces (000s)	0.7	—
Copper pounds (millions)	0.5	—

(b) Foreign exchange forward contracts

The Company entered into foreign exchange forward contracts in order to hedge operating costs at the New Afton and Rainy River mines. These contracts are treated as derivative financial instruments and marked-to-market at each reporting period on the consolidated statement of financial position with

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changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company entered into foreign exchange forward contracts hedging an average of C$45.0 million per month for the third quarter of 2024, and C$15.0 million per month for the fourth quarter of 2024. As at June 30, 2024, the fair value of the unrealized foreign exchange forward contract liabilities was $0.7 million (December 31, 2023 - $3.2 million forward contract assets).

The Company entered into diesel fuel hedge swap contracts for the Rainy River Mine in order to reduce exposure to volatile fuel prices. These contracts are treated as derivative financial instruments and marked to market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company hedged an average of 0.7 million gallons per month for the third quarter of 2024 and 0.3 million gallons per month for the fourth quarter of 2024. As at June 30, 2024, the fair value of the unrealized fuel hedge swap contract liabilities were $0.1 million (December 31, 2023 - $0.4 million).

13. Reclamation and closure cost obligations

Changes to the reclamation and closure cost obligations are as follows:



(in millions of U.S. dollars)	Rainy River	New Afton	Cerro San Pedro	Total
CHANGES TO RECLAMATION AND CLOSURE COST OBLIGATIONS
Balance – December 31, 2022	87.6	32.3	1.3	121.2
Reclamation expenditures	(0.5)	—	(1.9)	(2.4)
Unwinding of discount	2.7	0.9	—	3.6
Revisions to expected cash flows	(0.8)	(0.8)	0.8	(0.8)
Foreign exchange movement	2.0	0.7	(0.1)	2.6

Balance – December 31, 2023	91.0	33.1	0.1	124.2
Less: current portion of closure costs (Note 6)	(0.8)	—	—	(0.8)
Non-current portion of closure costs	90.2	33.1	0.1	123.4
Balance – December 31, 2023	91.0	33.1	0.1	124.2
Reclamation expenditures	(0.1)	—	(0.1)	(0.2)
Unwinding of discount	1.4	0.5	—	1.9
Revisions to expected cash flows	(2.5)	(0.9)	—	(3.4)
Foreign exchange movement	(3.1)	(1.1)	—	(4.2)

Balance – June 30, 2024	86.7	31.6	—	118.3
Less: current portion of closure costs (Note 6)	(0.7)	(0.1)	—	(0.8)
Non-current portion of closure costs	86.0	31.5	—	117.5

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14. Share capital

At June 30, 2024, the Company had an unlimited number of authorized common shares, of which 790.5 million common shares were issued and outstanding.

(a) No par value common shares issued


	Number of shares	Value of shares
(in millions of U.S. dollars, except where noted)	(000s)	$
NO PAR VALUE COMMON SHARES ISSUED
Balance at December 31, 2022	682,277	3,157.1
Issuance of common shares under First Nations agreements	181	0.1
Issuance of flow through shares	1,642	2.3
Exercise of options and vested performance share units	2,906	4.0
Balance at December 31, 2023	687,006	3,163.5
Issuance of common shares(1)	100,395	164.6
Issuance of common shares under First Nations agreements	2,400	3.9

Exercise of options and vested performance share units	735	1.5
Balance at June 30, 2024	790,536	3,333.5

1.In May 2024, the Company completed an equity issuance of 100,395,000 common shares at a price of $1.72 per common share for gross proceeds of $172.7 million. Transaction costs amounted to $8.1 million and have been netted against the gross proceeds of the equity issuance.

(b) Share-based payment expenses

The following table summarizes share-based payment expenses:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
SHARE-BASED PAYMENT EXPENSES(1)
Stock option expense	—	—	0.1	0.2
Performance share unit expense	0.4	0.3	0.6	0.6
Restricted share unit expense	2.2	1.1	3.6	1.4
Deferred share unit expense	1.9	0.7	1.9	0.7
Shares issued under First Nations agreements	—	—	0.2	—
Total share-based payment expenses	4.5	2.1	6.4	2.9

1. For the three and six months ended June 30, 2024, $1.0 million and $2.1 million of share-based expenses were recognized in operating expenses (2023 – $0.6 million and $1.0 million).

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Stock options

The following table presents changes in the Company’s stock option plan:


	Number of options	Weighted average exercise price
	(000s)	C$/share
CHANGES TO THE COMPANY'S STOCK OPTION PLAN
Balance at December 31, 2022	4,851	1.59

Exercised	(2,401)	1.20
Forfeited	(158)	2.02
Expired	(562)	2.09
Balance at December 31, 2023	1,730	1.93

Exercised	(541)	1.85
Forfeited	(307)	2.03
Expired	(30)	1.81
Balance at June 30, 2024	852	1.95

Gain (loss) per share

The following table sets out the calculation of loss per share:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CALCULATION OF LOSS PER SHARE

Net gain (loss)	53.1	(2.6)	9.6	(34.4)
Basic weighted average number of shares outstanding (in millions)	738.6	683.2	714.2	682.7
Dilution of securities:
Stock options, deferred share units, performance share units	6.3	—	6.2	—
Diluted weighted average number of shares outstanding (in millions)	744.9	683.2	720.4	682.7



Net gain (loss) per share:
Basic	0.07	(0.00)	0.01	(0.05)
Diluted	0.07	(0.00)	0.01	(0.05)

The following table lists the equity securities excluded from the calculation of diluted earnings (loss) per share. All stock options, deferred share units, and performance share units are excluded from the calculation when the Company is in a net loss position.

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	Three months ended June 30		Six months ended June 30
(in millions of units)	2024	2023	2024	2023
EQUITY SECURITIES EXCLUDED FROM THE CALCULATION OF DILUTED EARNINGS (LOSS) PER SHARE
Stock options, deferred share units, performance share units	—	3.1	—	3.1

15. Income and mining taxes

The following table outlines the composition of income tax expense between current tax and deferred tax:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CURRENT INCOME AND MINING TAX (RECOVERY) EXPENSE
Canada	0.5	0.8	1.0	1.3


	0.5	0.8	1.0	1.3
DEFERRED INCOME AND MINING TAX (RECOVERY) EXPENSE
Canada(1)	(30.6)	—	(28.1)	(0.2)


	(30.6)	—	(28.1)	(0.2)
Total income tax (recovery) expense	(30.1)	0.8	(27.1)	1.1

1. In May 2024 the Company recognized a deferred income tax recovery of $35.1 million related to the New Afton free cash flow interest Amending Agreement, refer to Note 10 for further detail.

16. Supplemental cash flow information

Supplemental cash flow information (included within operating activities) is as follows:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CHANGE IN NON-CASH OPERATING WORKING CAPITAL
Trade and other receivables	(2.4)	(2.7)	1.0	(3.3)
Inventories	7.6	(7.5)	5.0	(12.4)
Prepaid expenses and other	3.4	1.3	4.0	1.0
Trade and other payables	1.4	0.1	(17.8)	(9.2)
Total change in non-cash operating working capital	10.0	(8.8)	(7.8)	(23.9)

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OTHER NON-CASH ADJUSTMENTS
Loss (gain) on revaluation of foreign exchange forward contracts and fuel hedge swap contracts	0.4	(3.5)	2.9	(2.2)
Unrealized gain on concentrate contracts	(2.0)	(0.3)	(0.9)	(0.7)
Equity settled share-based payment expense	0.1	0.2	0.3	0.5
(Gain) loss on disposal of assets and extinguishment of New Afton free cash flow obligation	(41.7)	(0.3)	(41.1)	0.3


Unrealized loss on revaluation of non-current derivative financial instruments	41.1	12.9	99.0	60.4

Loss on revaluation of CSP’s reclamation and closure cost obligation	—	0.1	—	0.1
Inventory net realizable value write-up (Note 7)	0.4	0.7	(6.3)	0.1
(Gain) loss on revaluation of investments	(0.4)	1.5	(0.9)	2.8

Total other non-cash adjustments	(2.1)	11.3	53.0	61.3

17. Segmented information

(a) Segment revenues and results

The Company manages its reportable segments by operating mines. Income (loss) from operations of reportable operating segments are reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segments and to assess their performance. The results from operations for these reportable operating segments are summarized in the following tables:


Three months ended June 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	115.7	40.9	—	156.6
Copper revenues	—	56.6	—	56.6
Silver revenues	4.0	1.0	—	5.0
Total revenues(1)	119.7	98.5	—	218.2
Operating expenses	64.9	44.6	—	109.5
Depreciation and depletion	49.4	20.4	—	69.8
Revenue less cost of goods sold	5.4	33.5	—	38.9
Corporate administration	—	—	5.4	5.4
Share-based payment expenses	—	—	3.5	3.5
Exploration and business development	2.8	2.8	0.4	6.0
Income (loss) from operations	2.6	30.7	(9.3)	24.0
Finance income				1.8
Finance costs				(2.3)
Other income				(0.5)
Income before taxes				23.0

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the three months ended June 30, 2024.

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Three months ended June 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	117.0	27.6	—	144.6
Copper revenues	—	36.4	—	36.4
Silver revenues	2.8	0.6	—	3.4
Total revenues(1)	119.8	64.6	—	184.4
Operating expenses	67.8	37.1	—	104.9
Depreciation and depletion	39.1	15.2	—	54.3
Revenue less cost of goods sold	12.9	12.3	—	25.2
Corporate administration	—	—	6.5	6.5

Share-based payment expenses	—	—	1.5	1.5
Exploration and business development	—	2.9	0.3	3.2
Income (loss) from operations	12.9	9.4	(8.3)	14.0
Finance income				1.9
Finance costs				(3.4)
Other losses				(14.3)
Loss before taxes				(1.8)

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the three months ended June 30, 2023.


Six months ended June 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	226.4	74.7	—	301.1
Copper revenues	—	100.5	—	100.5
Silver revenues	7.0	1.7	—	8.7
Total revenues(2)	233.4	176.9	—	410.3
Operating expenses	129.8	86.5	—	216.3
Depreciation and depletion	91.5	41.0	—	132.5
Revenue less cost of goods sold	12.1	49.4	—	61.5
Corporate administration	—	—	11.2	11.2
Share-based payment expenses	—	—	4.3	4.3
Exploration and business development(3)	2.9	6.2	(2.2)	6.9
Income (loss) from operations	9.2	43.2	(13.3)	39.1
Finance income				3.9
Finance costs				(4.9)
Other income				(55.6)
Income before taxes				(17.5)

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the six months ended June 30, 2024.

3.Exploration and business development includes BC Exploration tax credits of $3.2 million received in the six months ended June 30, 2024.

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Six months ended June 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	252.3	54.9	—	307.2
Copper revenues	—	72.2	—	72.2
Silver revenues	5.5	1.1	—	6.6
Total revenues(2)	257.8	128.2	—	386.0
Operating expenses	142.2	79.9	—	222.1
Depreciation and depletion	78.7	30.7	—	109.4
Revenue less cost of goods sold	36.9	17.6	—	54.5
Corporate administration	—	—	12.1	12.1

Share-based payment expenses	—	—	1.9	1.9
Exploration and business development	0.1	5.0	0.4	5.5
Income (loss) from operations	36.8	12.6	(14.4)	35.0
Finance income				3.7
Finance costs				(7.7)
Other losses				(64.3)
Loss before taxes				(33.3)

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the six months ended June 30, 2023.

(b) Segmented assets and liabilities

The following table presents the segmented assets and liabilities:


		Total assets		Total liabilities	Capital expenditures(1)
	As at June 30	As at December 31	As at June 30	As at December 31	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023	2024	2023	2024	2023
SEGMENTED ASSETS AND LIABILITIES
Rainy River	990.3	1,015.4	346.8	357.1	39.8	36.1	69.4	64.1
New Afton	865.5	1,101.1	180.4	708.0	32.4	35.5	63.9	70.5

Corporate(2)	153.2	169.5	529.0	431.7	—	—	—	0.1

Total segmented assets, liabilities and capital expenditures	2,009.0	2,286.0	1,056.2	1,496.8	72.2	71.6	133.3	134.7

1.Capital expenditures per condensed interim consolidated statements of cash flows.

2.Corporate includes corporate balances and Cerro San Pedro.

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18. Fair value measurement

Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing the fair value of a particular contract, the market participant would consider the credit risk of the counterparty to the contract. Consequently, when it is appropriate to do so, the Company adjusts the valuation models to incorporate a measure of credit risk. Fair value represents management's estimate of the current market value at a given point in time.

The Company has certain financial assets and liabilities that are measured at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts), or inputs that are derived principally from, or corroborated by, observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. There were no transfers among Levels 1, 2, and 3 during the six months ended June 30, 2024 or the year ended December 31, 2023. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

Valuation methodology for Level 1 financial assets and liabilities:

Investments

The fair value of the investments are measured based on the closing share price on the reporting date.

Valuation methodologies for Level 2 and 3 financial assets and liabilities:

Provisionally priced contracts and gold and copper swap contracts

The fair value of the provisionally priced contracts and the gold and copper swap contracts is calculated using the mark-to-market forward prices of the London Metals Exchange gold and copper based on the applicable settlement dates of the outstanding provisionally priced contracts and copper swap contracts.

Foreign exchange forward contracts

The fair value of foreign exchange forward contracts is calculated using the mark-to-market method based on the difference between the forward Canadian dollar to U.S dollar foreign exchange rate and the foreign exchange rates of the contracts.

Fuel hedge swap contracts

The fair value of the fuel hedge swap contracts is calculated using the mark-to-market forward prices of diesel, based on the applicable settlement dates of the outstanding swap contracts.

Rainy River gold stream obligation

The fair value of the Rainy River gold stream obligation is calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected gold and silver ounces to be delivered from Rainy River’s life of mine projections.

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New Afton free cash flow interest obligation

The fair value of the New Afton free cash flow interest obligation was calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected production, operating and capital costs from New Afton’s life of mine projections, including considerations to the minimum cash guarantee over the first four years of the instrument.

The following table summarizes the Company’s financial assets and liabilities by category, and information about financial assets and liabilities measured at fair value on a recurring basis in the statement of financial position categorized by level of significance of the inputs used in making the measurements:


		As at June 30, 2024		As at December 31, 2023
(in millions of U.S. dollars)	Category	Level		Level
FINANCIAL ASSETS
Cash and cash equivalents	Financial assets at amortized cost		184.4		185.5
Trade and other receivables(1)	Financial assets at amortized cost		15.4		16.6
Provisionally priced contracts	Financial instruments at FVTPL	2	(0.4)	2	0.6
Gold and copper swap contracts	Financial instruments at FVTPL	2	1.6	2	(0.9)
Foreign exchange forward contracts	Financial instruments at FVTPL	2	—	2	3.2



Investments	Financial instruments at FVTPL	1	8.0	1	7.1
FINANCIAL LIABILITIES
Trade and other payables(2)	Financial liabilities at amortized cost		137.3		154.2
Long-term debt	Financial liabilities at amortized cost		496.5		396.0
Foreign exchange forward contracts	Financial instruments at FVTPL	2	0.7	2	—
Fuel hedge swap contracts	Financial instruments at FVTPL	2	0.1	2	1.1
Rainy River gold stream obligation	Financial instruments at FVTPL	3	209.6	3	199.9
New Afton free cash flow interest obligation	Financial instruments at FVTPL	3	—	3	543.4

1.Trade and other receivables exclude provisionally priced contracts, and gold and copper swap contracts.

2.Trade and other payables exclude the short-term portions of reclamation and closure cost obligations, the Rainy River gold stream obligation, the New Afton free cash flow interest obligation, and current derivative liabilities.

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The carrying values and fair values of the Company’s financial instruments are as follows:


As at June 30, 2024			As at December 31, 2023
(in millions of U.S. dollars)	Carrying value	Fair value	Carrying value	Fair value
FINANCIAL ASSETS
Cash and cash equivalents	184.4	184.4	185.5	185.5
Trade and other receivables(1)	15.4	15.4	16.6	16.6
Provisionally priced contracts	(0.4)	(0.4)	0.6	0.6
Gold and copper swap contracts	1.6	1.6	(0.9)	(0.9)
Foreign exchange forward contracts	—	—	3.2	3.2


Investments	8.0	8.0	7.1	7.1
FINANCIAL LIABILITIES
Trade and other payables(2)	137.3	137.3	154.2	154.2
Long-term debt	496.5	504.0	396.0	406.0
Rainy River gold stream obligation	209.6	209.6	199.9	199.9
New Afton free cash flow interest obligation	—	—	543.4	543.4
Foreign exchange forward contracts	0.7	0.7	—	—
Fuel hedge swap contracts	0.1	0.1	1.1	1.1

1.Trade and other receivables exclude provisionally priced contracts, and gold and copper swap contracts.

19. Commitments

The Company has entered into a number of contractual commitments for capital items relating to operations and development. At June 30, 2024, these commitments totaled $91.1 million, which are expected to become due over the next 12 months. This compares to commitments of $96.7 million as at December 31, 2023. Certain contractual commitments may contain cancellation clauses; however, the Company discloses its commitments based on management’s intent to fulfill the contracts.


Contents


OUR BUSINESS			2
USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS			2
OPERATING AND FINANCIAL HIGHLIGHTS			3
SUSTAINABILITY AND ESG			5
CORPORATE DEVELOPMENTS			7
OUTLOOK FOR 2024			7



KEY PERFORMANCE DRIVERS			8
FINANCIAL RESULTS			11
REVIEW OF OPERATING MINES			16
FINANCIAL CONDITION REVIEW			22
NON-GAAP FINANCIAL PERFORMANCE MEASURES			28
ENTERPRISE RISK MANAGEMENT AND RISK FACTORS			41
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES			41
ACCOUNTING POLICIES			41
CONTROLS AND PROCEDURES			41

ENDNOTES			43
CAUTIONARY NOTES			44

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MANAGEMENT’S DISCUSSION AND ANALYSIS

All dollar figures are in United States dollars and tabular dollar amounts are in millions, unless otherwise noted.

For the three and six months ended June 30, 2024.

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of New Gold Inc. and its subsidiaries (“New Gold” or the “Company”). This MD&A should be read in conjunction with New Gold’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023, and related notes, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the "Cautionary Note Regarding Forward-Looking Statements" section at the end of this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements. All dollar figures are in U.S. dollars and tabular dollar amounts are in millions, unless otherwise noted. Figures in some tables may not add due to rounding. This MD&A has been prepared as at July 30, 2024. Additional information relating to the Company, including the Company’s Annual Information Form, is available on SEDAR+ at www.sedarplus.ca.

OUR BUSINESS

New Gold Inc. is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”). 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.

EXTERNAL DOCUMENTS

References made in this MD&A to other documents or to information or documents available on a website does not constitute the incorporation by reference into this MD&A of such other documents or such other information or documents available on such website, unless such incorporation by reference is explicit.

ENDNOTES

Note references throughout this MD&A are to endnotes which can be found starting on page 43.

USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS

In this MD&A, we use the following non-GAAP financial performance measures: “Cash costs", "all-in sustaining costs" or "AISC", "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", "G&A costs per tonne processed", "cash generated from operations before changes in non-cash operating working capital" and "free cash flow". For a detailed description of each non-GAAP financial performance measure used in this MD&A and a detailed reconciliation to the most directly comparable measures under IFRS, please refer to the “Non-GAAP Financial Performance Measures” section of this MD&A starting on page 28. The non-GAAP financial performance

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measures in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS as issued by the IASB. These measures may therefore not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

OPERATING AND FINANCIAL HIGHLIGHTS

OPERATING HIGHLIGHTS


	Three months ended June 30		Six months ended June 30
	2024	2023	2024	2023
OPERATING INFORMATION



Gold (ounces):
Produced(2)	68,598	76,527	139,496	159,004
Sold(2)	67,697	74,219	137,774	161,426
Copper (millions of pounds):
Produced(2)	13.6	12.0	26.9	22.3
Sold(2)	13.3	10.1	25.3	19.5
Revenue(9)
Gold ($/ounce)	2,313	1,948	2,185	1,903
Copper ($/pound)	4.26	3.61	3.97	3.70
Average realized price(1)
Gold ($/ounce)	2,346	1,970	2,216	1,927
Copper ($/pound)	4.49	3.82	4.19	3.96
Operating expenses ($/oz gold, co-product) (9)	1,156	1,063	1,131	1,029
Operating expenses ($/lb copper, co-product) (9)	2.35	2.57	2.39	2.86
Depreciation and depletion ($/oz gold)(9)	1,066	732	980	680
Cash costs per gold ounce sold (by-product basis)(1)	740	898	808	911
All-in sustaining costs per gold ounce sold (by-product basis) (1)	1,381	1,582	1,389	1,460

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FINANCIAL HIGHLIGHTS


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
FINANCIAL INFORMATION
Revenue	218.2	184.4	410.3	386.0

Revenue less cost of goods sold	38.9	25.2	61.5	54.5
Net earnings (loss)	53.1	(2.6)	9.6	(34.4)
Adjusted net earnings (1)	17.0	11.6	30.1	30.0
Cash generated from operations	100.4	56.4	155.2	117.0
Cash generated from operations before changes in non-cash operating working capital(1)	90.4	65.2	163.0	140.9
Sustaining capital(1)	31.5	35.6	57.4	61.9
Growth capital(1)	40.8	36.0	75.9	72.8
Total mining interest capital expenditures	72.3	71.6	133.3	134.7
Total assets	2,009.0	2,239.0	2,009.0	2,239.0
Cash and cash equivalents	184.4	174.4	184.4	174.4
Long-term debt	496.5	395.5	496.5	395.5
Non-current liabilities excluding long-term debt	338.4	752.5	338.4	752.5
SHARE DATA
Earnings (loss) per share
Basic ($)	0.07	0.00	0.01	(0.05)
Diluted ($)	0.07	0.00	0.01	(0.05)
Adjusted net earnings per basic share ($)(1)	0.02	0.02	0.04	0.04
Share price as at June 30 (TSX - Canadian dollars)	2.70	1.44	2.70	1.44
Weighted average outstanding shares (basic) (millions)	738.6	683.2	714.2	682.7
Weighted average outstanding shares (diluted) (millions)	744.9	683.2	720.4	682.7

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RAINY RIVER INCIDENT

On July 24, 2024, an employee operating a piece of equipment in the open pit was fatally injured at the Rainy River Mine. The Rainy River Mine resumed operations on July 27, 2024, after a voluntary suspension. Operations safely resumed as no other equipment or site infrastructure was impacted in the incident. New Gold is supporting authorities with their investigation.

SUSTAINABILITY AND ESG

The Company is committed to responsible mining through implementation of sound environmental, social and governance ("ESG") practices. The Company continues to work on its three sustainability anchors: Environment, Indigenous Rights and Community Engagement. The Company is also continuing to implement and report on the Mining Association of Canada’s Towards Sustainable Mining ("TSM") framework at all of its operating mines. New Gold continues to prioritize the health, safety and well-being of its people through the “Courage to Care” initiative.

Health and Safety

Total recordable injury frequency rate11 ("TRIFR") was 0.55 for the three months ended June 30, 2024. For the six months ended June 30, 2024 TRIFR was 0.73.

In the second quarter of 2024, the New Afton mine won two separate awards for having the lowest regional TRIFR: award for the Safest Large Underground Mine in British Columbia presented by the British Columbia Ministry of Energy, Mines, and Low Carbon Innovation, and the John T Ryan Regional Safety Award in Mines in British Columbia and Yukon presented by the Canadian Institute of Mining, Metallurgy and Petroleum.

Environment

Water Management

New Afton successfully commissioned and started twelve evaporators ahead of schedule in April 2024. Through the use of these evaporators and on-site freshwater reduction initiatives, the New Afton tailings storage facility pond level reduction efforts are on track to achieve 2024 targets. Spring freshet occurred at Rainy River with no issues, and diversions installed in 2023 were operational and effective.

Tailings Management

The Rainy River Tailings Management Area ("TMA") construction remains on track for 2024. Rainy River is completing construction at the TMA in 2024 using internal expertise. At New Afton, the C-Zone stabilization program remains on track.

Social

Indigenous & Community Relations

The Company recognizes the importance of engaging meaningfully with local and Indigenous communities and recognizes that these communities provide the social license to operate at both the New Afton Mine and the Rainy River Mine. Community and Indigenous Relations teams engage regularly with interested partners and stakeholders to continue building and fostering relationships centered on trust and acceptance. These teams work with local communities to identify economic development opportunities in

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the form of employment and contracting opportunities, as well as other areas of support. The New Afton Mine, Rainy River Mine, and the Corporate office continue to provide community and social development support through the Community Investment Program. This program focuses on providing financial and in-kind support for initiatives and projects that have sustainable and long-lasting impacts in the communities where New Gold operates.

Governance

ESG Reporting

On June 4, 2024, the Company published its 2023 ESG Report and its 2023 Task Force on Climate-Related Financial Disclosures Report ("TCFD Report"). The ESG Report aligns with external reporting frameworks, such as the Global Reporting Initiative and the Sustainability Accounting Standards Board, and highlights New Gold’s ESG performance on the environmental, social and governance topics most important to the communities where New Gold operates. The TCFD Report captures climate-related data and reports on New Gold’s climate-action targets and 2023 performance. The 2023 ESG Report and the TCFD Report are available at https://sustainability.newgold.com/reporting/.

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CORPORATE DEVELOPMENTS

New Afton Free Cash Flow Interest Amending Transaction

In May 2024, the Company entered into an amending agreement relating to its strategic partnership (the "Amending Agreement") with Ontario Teachers’ Pension Plan (“Ontario Teachers’”) at New Afton. The Ontario Teachers’ free cash flow interest in New Afton was reduced to 19.9% from 46% in exchange for cash consideration of $255 million. The Company funded the cash payment with cash on hand, borrowings from its existing revolving credit facility, and proceeds from a concurrent bought deal equity financing through the issuance of 100,395,000 common shares at a price of $1.72 per common share for gross proceeds of $172.6 million. For further detail please refer to the press release dated May 13, 2024 "New Gold Increases Exposure in New Afton Copper/Gold Mine to 80% and Launches US$150 Million Bought Deal Financing".

In July 2024, the Company made a payment of $42.6 million to Ontario Teachers as part of their minimum cash guarantee under the terms of the original 2020 strategic partnership agreement ("Original Agreement").

High-Grade Copper-Gold Porphyry Mineralization at New Afton's K-Zone

In May 2024, the Company provided an exploration update for New Afton. Underground exploration drilling conducted from C-Zone infrastructure intersected bornite-rich mineralization over strike lengths exceeding 200 metres and estimated true widths up to 40 metres. Copper and gold grades are proving to be higher in the bornite-bearing core of K-Zone compared to the haloing chalcopyrite-bearing copper-gold mineralization. Please refer to press release dated May 29, 2024 "New Gold Intersects Wide, High-Grade Copper-Gold Porphyry Mineralization at New Afton's K-Zone" for additional detail.

Board of Directors Appointment

On July 29, 2024, the Company appointed Christian Milau to its Board of Directors effective immediately. For further detail please refer to the press release dated July 29, 2024 "New Gold Appoints Christian Milau to the Board of Directors".

OUTLOOK 2024

New Gold is pleased to reaffirm its 2024 guidance as outlined below.


Operational Estimates	Rainy River	New Afton	Consolidated Guidance
Gold production (ounces)(a)	250,000 - 280,000	60,000 - 70,000	310,000 - 350,000
Copper production (Mlbs)		50 - 60	50 - 60
Operating expenses ($/oz gold, co-product)9	$1,025 - $1,125	$720 - $820	$965 - $1,065
Operating expenses ($/lb copper, co-product)9		$1.90 - $2.40	$1.90 - $2.40
Cash costs per gold ounce sold (by-product basis)1	$980 - $1,080	($300) - ($200)	$725 - $825



All-in sustaining costs per gold ounce sold (by-product basis)1	$1,425 - $1,525	$25 - $125	$1,240 - $1,340

(a)Exclusive of any material from ore purchase agreements.10

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Capital Investment Estimates	Rainy River	New Afton	Consolidated Guidance
Total capital ($M)	$145 - $165	$145 - $165	$290 - $330
Sustaining Capital ($M)1	$100 - $110	$15 - $20	$115 - $130
Growth Capital ($M)1	$45 - $55	$130 - $145	$175 - $200

Second quarter consolidated production was 68,598 ounces of gold and 13.6 million pounds of copper at all-in sustaining costs1 of $1,381 per gold ounce sold (by-product basis).

New Afton had a strong second quarter, producing 18,300 ounces of gold and 13.6 million pounds of copper at all-in sustaining costs1 of $(433) per gold ounce sold (by-product basis). Second quarter gold and copper production were in-line with plan. The B3 cave continues to perform slightly better than plan, and C-Zone ore production is ramping up concurrently with construction of the cave footprint. Commercial production from C-Zone and crusher commissioning remains on-track for the second half of the year.

Rainy River’s second quarter delivered to plan, producing 50,298 ounces of gold at all-in sustaining costs1 of $1,868 per gold ounce sold (by-product basis). Prioritizing open pit waste stripping activities in the first half positioned the open pit well to release higher grade ore and deliver stronger production in the second half of the year. The mill continues to perform well, with throughput averaging over 26,000 tonnes per day and recoveries over 90% for the quarter. Both the mine and mill are well positioned to deliver on annual guidance.

Details of the Company’s 2024 guidance are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.newgold.com/news-events/news.

KEY PERFORMANCE DRIVERS

There is a range of key performance drivers that are critical to the successful implementation of New Gold’s strategy and the achievement of its goals. The key internal drivers are production volumes and costs. The key external drivers are the market prices of gold and copper as well as foreign exchange rates.

Production Volumes and Costs

For an analysis of the impact of production volumes and costs for the three and six months ended June 30, 2024 relative to the prior-year period, refer to the “Review of Operating Mines” section of this MD&A.

Commodity Prices

Gold Prices

The price of gold is the single largest factor affecting New Gold’s profitability and operating cash flows. As such, the current and future financial performance of the Company is expected to be closely related to the prevailing price of gold.

For the three months ended June 30, 2024, New Gold's gold revenue per ounce9 and average realized gold price per ounce1 were $2,313 and $2,346, respectively (June 30, 2023 - $1,948 and $1,970 respectively). This compared to the London Bullion Market Association ("LBMA") p.m. average gold price of $2,338 per ounce (June 30, 2023 - $1,976).

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For the six months ended June 30, 2024, New Gold's gold revenue per ounce9 and average realized gold price per ounce1 were $2,185 and $2,216, respectively (June 30, 2023 - $1,903 and $1,927 respectively). This compared to the LBMA p.m. average gold price of $2,203 per ounce (June 30, 2023 - $1,933).

Copper Prices

For the three months ended June 30, 2024, New Gold’s copper revenue per pound9 and average realized copper price per pound1 were $4.26 and $4.49, respectively (June 30, 2023 - $3.61 and $3.82 respectively). This compared to the average London Metals Exchange ("LME") copper price of $4.42 per pound (June 30, 2023 - $3.84).

For the six months ended June 30, 2024, New Gold’s copper revenue per pound9 and average realized copper price per pound1 were $3.97 and $4.19, respectively (June 30, 2023 - $3.70 and $3.96 respectively). This compared to the average LME copper price of $4.12 per pound (June 30, 2023 - $3.94).

Foreign Exchange Rates

While the Company’s key operations are in Canada, revenue is generated in U.S. dollars. As a result, the Company has foreign currency exposure with respect to costs not denominated in U.S. dollars. New Gold’s operating results and cash flows are influenced by changes in exchange rates against the U.S. dollar. The Company has exposure to the Canadian dollar through New Afton and Rainy River, as well as through corporate administration costs. This risk is partially mitigated by the foreign exchange forward contracts the Company entered into throughout 2024.

The spot Canadian dollar weakened against the U.S. dollar during the three and six months ended June 30, 2024 when compared to the prior-year period. The weakening of the Canadian dollar impacts costs in U.S. dollar terms at the Company’s Canadian operations, as a significant portion of operating and capital costs are denominated in Canadian dollars.

In the second quarter of 2024, the Company entered into foreign exchange forward contracts in order to hedge the Company's spending in Canadian dollars. The Company hedged C$45 million dollars per month at an average Canadian dollar to US dollar foreign exchange rate of 1.36 for the period of July 2024 to September 2024 and C$15 million dollar per month at an average Canadian dollar to US dollar foreign exchange rate of 1.36 for the period of October 2024 to December 2024.

For an analysis of the impact of foreign exchange fluctuations on operating costs, refer to the relevant sections of this MD&A for Rainy River and New Afton under the heading “Review of Operating Mines”.

Economic Outlook

The LBMA p.m. gold price increased by 5% during the second quarter of 2024, finishing the quarter at $2,331 per ounce. Gold prices stabilized near record high prices over the quarter as rising geopolitical risks and economic uncertainty offered support despite expectations that the Federal Reserve will signal possible delays to cutting interest rates. Looking forward, continued geopolitical risk, and expectations for looser monetary policy, may provide further support for gold prices.

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Prospects for gold are impacted by several structural factors. Mine supply has been plateauing as high-quality deposits become more difficult to find and more expensive to develop and mine. Economic events can have significant effects on the price of gold, through currency rate fluctuations, the relative strength of the U.S. dollar, gold supply and demand, and other macroeconomic factors, such as interest rates and inflation expectations. Management anticipates that the long-term economic environment should provide support for gold and precious metals, and believes the prospects for the business are favourable.

The LME cash copper price increased by 9% during the second quarter of 2024, finishing the quarter at $4.30 per pound. Prices initially rose significantly due to falling inventory supply balances and investor optimism regarding long-term demand expectations, before declining on concerns over China’s economic outlook and the Federal Reserve potentially delaying interest rate cuts. Over the longer-term, continued growth in the global economy could increase demand for copper and provide support for copper prices.

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FINANCIAL RESULTS

Summary of Financial Results


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
FINANCIAL RESULTS
Revenues	218.2	184.4	410.3	386.0
Operating expenses	109.5	104.9	216.3	222.1
Depreciation and depletion	69.8	54.3	132.5	109.4
Revenue less cost of goods sold	38.9	25.2	61.5	54.5
Corporate administration	5.4	6.5	11.2	12.1

Share-based payment expenses	3.5	1.5	4.3	1.9

Exploration and business development	6.0	3.2	6.9	5.5

Income from operations	24.0	14.0	39.1	35.0
Finance income	1.8	1.9	3.9	3.7
Finance costs	(2.3)	(3.4)	(4.9)	(7.7)
Other gains and losses
Gain (loss) on foreign exchange	0.8	(3.5)	4.8	(2.9)
(Loss) gain on disposal of assets	(0.6)	0.3	(1.2)	(0.3)
Gain (loss) on revaluation of investments	0.4	(1.5)	0.9	(2.8)


Unrealized loss on revaluation of non-current derivative financial liabilities	(41.1)	(12.9)	(99.0)	(60.4)
Gain on extinguishment of New Afton free cash flow interest obligation	42.3	—	42.3	—
(Loss) gain on foreign exchange derivative	(1.3)	2.9	(3.9)	2.5


(Loss) gain on fuel hedge swap contracts	(0.1)	0.4	1.0	(0.3)



Other	(1.6)	—	(1.2)	(0.1)
Income (loss) before taxes	23.0	(1.8)	(17.5)	(33.3)
Income tax recovery (expense)	30.1	(0.8)	27.1	(1.1)


Net earnings (loss)	53.1	(2.6)	9.6	(34.4)
Adjusted net earnings(1)	17.0	11.6	30.1	30.0

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Revenue

For the three and six months ended June 30, 2024, the increase in revenue relative to the prior-year period was primarily due to higher metal prices and higher copper sales volume, partially offset by lower gold sales volumes. A detailed discussion of production is included in the “Review of Operating Mines” section of this MD&A.

Operating expenses

For the three months ended June 30, 2024, operating expenses increased slightly over the prior-year period as the increase in copper production was partially offset by the decrease in gold production. For the six months ended June 30, 2024, operating expenses decreased over the prior-year period due to lower gold production and sales, and an inventory write-up gain at Rainy River during the first quarter of 2024. For further information, please refer to the "Review of Operating Mines" section of this MD&A.

Depreciation and depletion

For the three and six months ended June 30, 2024, depreciation and depletion increased due to a higher depreciable cost basis when compared to the prior-year periods, partially offset by an inventory write-up at Rainy River in the first quarter.

Revenue less cost of goods sold

For the three and six months ended June 30, 2024, revenue less costs of goods sold increased when compared to the prior-year periods due to an increase in metal prices and copper revenues, partially offset by an increase in depreciation.

Corporate administration

For the three and six months ended June 30, 2024, corporate administration was consistent when compared to the prior-year periods.

Share-based payment expenses

For the three and six months ended June 30, 2024, share-based payment expenses increased when compared with the prior-year periods due to an increase in share price.

Exploration and business development

For the three months ended June 30, 2024, exploration and business development expenses increased when compared to the prior-year period due to increased exploration activity at New Afton and Rainy River. For the six months ended June 30, 2024 exploration and business development expenses increased when compared to the prior-year period, partially offset by British Columbia mining exploration tax credits of $3.2 million on prior year exploration activity, received and recognized in the first quarter of 2024.

Finance income

For the three months ended June 30, 2024 finance income was in line with the prior year period. For the six months ended June 30, 2024, finance income increased due to an increase in interest rates when compared to the prior-year period.

Finance costs

For the three and six months ended June 30, 2024, finance costs decreased when compared to the prior-year periods, as capitalized interest on qualifying capital expenditures at New Afton increased.

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Other gains and losses

Foreign exchange

Movements in foreign exchange are primarily due to the revaluation of monetary assets and liabilities as at the balance sheet date and the appreciation or depreciation of the Canadian dollar when compared to the U.S. dollar in the current period.

Rainy River gold stream obligation

For the three and six months ended June 30, 2024, the Company recorded an unrealized net loss on the revaluation of the gold stream obligation derivative instrument of $7.5 million and $20.0 million, respectively. The loss was primarily driven by higher metal prices.

New Afton free cash flow interest obligation

For the three and six months ended June 30, 2024, the Company recorded an unrealized loss on the revaluation of the New Afton free cash flow interest obligation of $33.6 million and $79.0 million, respectively, prior to the derecognition of the fair value through profit and loss ("FVTPL") liability in May 2024. The loss was primarily driven by higher metal prices. The Company recognized a gain of $42.3 million on the extinguishment of the New Afton Free Cash Flow Interest Obligation.

Foreign exchange derivatives

For the three and six months ended June 30, 2024, the Company recorded a net loss on foreign exchange derivatives associated with the Company's foreign exchange contracts.

Fuel hedge swap contracts

For the three months ended June 30, 2024, the Company recorded a net gain on the fuel hedge swap contracts. For the six months ended June 30, 2024, the Company recorded a net loss on the fuel hedge swap contracts.

The Other Gains and Losses listed above are added back for the purposes of calculating adjusted net earnings (loss)1. Adjusted net earnings1 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details about adjusted net earnings.

Income tax

The income tax recovery and prior-year income tax expense relates primarily to current and deferred mineral taxes. Income tax recovery for the three and six months ended June 30, 2024 increased compared to the prior-year periods primarily due to the derecognition of a deferred tax liability of $35.1 million associated with the partial disposal of the New Afton mining interest asset arising from the Amending Agreement on the New Afton Free Cash Flow Interest Obligation, partially offset higher British Columbia mining tax.

On an adjusted net earnings1 basis, the adjusted tax expense1 for three and the six months ended June 30, 2024, was $6.5 million and $8.0 million, respectively, compared to an adjusted tax expense for the three and six months ended June 30, 2023 of $0.9 million $1.0 million, respectively. The adjusted tax expense1 excludes the tax impact of other gains and losses on the unaudited condensed interim

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consolidated income statement. Adjusted tax expense1 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details about adjusted tax expense.

Net earnings (loss)

For the three and six months ended June 30, 2024, there was an increase in net earnings compared to the prior-year periods primarily due to an increase in revenues resulting from higher metal prices, and a net gain on the derecognition of the New Afton free cash flow obligation.

Adjusted net earnings (loss)1

Net earnings (loss) have been adjusted for Other Gains and Losses on the unaudited condensed interim consolidated income statement. Key elements in Other Gains and Losses are the fair value changes for the gold stream obligation, fair value changes and gain on the disposal of the free cash flow interest obligation, foreign exchange gains/loss and fair value changes in investments. The adjusted entries are also impacted by tax expenses to the extent that the underlying entries are impacted for tax in the unadjusted net earnings. Adjusted net earnings is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details.

For the three months ended June 30, 2024, there was an increase in adjusted net earnings1 compared to the prior-year period due to higher revenues resulting from higher metal prices, partially off-set by higher depreciation.

For the six months ended June 30, 2024, adjusted net earnings1 was consistent when compared to the prior-year period.

For further information on the Company’s liquidity and cash flow position, please refer to “Liquidity and Cash Flow” under the "Financial Condition Review" section of this MD&A.

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Key Quarterly Operating and Financial Information

Selected financial and operating information for the current and previous quarters is as follows:



(in millions of U.S. dollars, except where noted)	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023	Q4 2022	Q3 2022
OPERATING INFORMATION
Gold production from operations (ounces)(3)	68,598	70,898	79,187	82,986	76,527	82,477	80,694	70,147
Gold sales from operations (ounces)(3)	67,697	70,077	77,870	79,821	74,219	87,206	78,507	68,816
Revenue	218.2	192.1	199.2	201.3	184.4	201.6	162.8	151.2
Net income (loss)	9.6	(43.5)	(27.4)	(2.7)	(2.6)	(31.8)	(16.9)	(4.2)
Per share:
Basic ($)	0.07	(0.06)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)	(0.01)
Diluted ($)	0.07	(0.06)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)	(0.01)

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REVIEW OF OPERATING MINES

Rainy River Mine, Ontario, Canada

Rainy River is a gold mine located in Northwestern Ontario, Canada approximately 50 kilometres northwest of Fort Frances, a town of approximately 8,000 people.

A summary of Rainy River’s operating results is provided below.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
OPERATING INFORMATION
Open Pit
Ore mined (thousands of tonnes)	1,609	3,107	3,108	6,382
Operating waste mined (thousands of tonnes)	5,127	5,624	9,813	11,060
Capitalized waste mined (thousands of tonnes)	4,095	3,183	6,245	5,177
Waste mined (thousands of tonnes)	9,222	8,807	16,057	16,237
Ratio of waste-to-ore	5.73	2.82	5.17	2.53
Underground
Ore Mined (thousands of tonnes)	50	91	130	160
Lateral Development (meters)	1,307	846	2,258	1,722
Ore processed (thousands of tonnes)	2,372	2,116	4,649	4,132
Average gold grade (grams/tonne)	0.74	0.97	0.78	1.04
Gold recovery rate (%)	91	91	91	91



Gold (ounces):
Produced (2)	50,298	59,882	103,016	126,083
Sold (2)	49,513	59,529	102,610	131,420
Gold Revenue ($/ounce)	2,336	1,965	2,206	1,920
Average gold realized price ($/ounce) (1)	2,336	1,965	2,206	1,920
Open pit net mining cost per operating tonne mined (1)	3.34	3.16	3.96	3.39
Processing cost per tonne processed (1)	8.72	11.00	9.60	12.42
G&A cost per tonne processed (1)	4.01	4.22	4.28	4.29
Operating expenses ($/oz gold)(9)	1,310	1,138	1,265	1,082
Depreciation and depletion ($/oz gold) (9)	1,002	657	893	600
Cash costs per gold ounce sold (by-product basis)(1)	1,231	1,090	1,197	1,040
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,868	1,720	1,749	1,531
FINANCIAL INFORMATION
Revenue	119.7	119.8	233.4	257.8

Revenue less cost of goods sold	5.4	12.9	12.1	36.9
Capital expenditures (sustaining capital) (1)(6)	29.4	31.6	51.6	53.9
Capital expenditures (growth capital)(1)(7)	10.4	4.5	17.8	10.3
Total mining interest capital expenditures	39.8	36.1	69.4	64.1
Cash generated from operations	59.2	48.6	94.4	101.3
Free cash flow (1)	11.9	2.0	9.3	16.6

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Operating results

Production

Gold production2 for the three and six months ended June 30, 2024 was 50,298 ounces and 103,016 ounces, respectively, a planned decrease over the prior-year periods is primarily due to the mining sequence being in lower grade ore as planned, partially offset by higher tonnes processed. Production is expected to strengthen in the second half of the year as higher grade ore is accessed.

Revenue

Revenue was consistent for the three months ended June 30, 2024 when compared to the prior period. For the six months ended June 30, 2024, revenue decreased when compared to the prior-year period due to lower gold sales volumes partially offset by higher average realized gold prices.

Revenue less cost of goods sold

For the three and six months ended June 30, 2024, revenue less cost of goods sold decreased when compared to the prior-year periods, primarily driven by higher depreciation.

Operating expenses, depreciation and depletion, all-in sustaining costs, capital expenditures and free cash flow

For the three and six months ended June 30, 2024, operating expenses9 per gold ounce sold increased over the prior-year periods primarily due to lower sales volumes.

Open pit net mining costs per operating tonne mined1 for the three and six months ended June 30, 2024, increased over the prior-year periods due to a decrease in tonnes mined. Open pit net mining costs per operating tonne mined1 decreased compared to the first quarter of 2024 driven by a 30% increase in ex-pit tonnes mined.

Processing costs per tonne processed1 for the three and six months ended June 30, 2024, decreased over the prior-year periods due to higher tonnes milled and a decrease in cost associated with mill maintenance compared to the prior year.

Depreciation and depletion per gold ounce sold9 for the three and six months ended June 30, 2024 was $1,002 and $893, respectively, an increase compared to the prior-year periods due to lower sales volume and a higher asset base, partially offset by an inventory write-up at Rainy River in the first quarter of 2024.

All-in sustaining costs1 per gold ounce for the three and six months ended June 30, 2024, increased over the prior-year periods due to lower sales volumes, partially offset by lower sustaining capital spend. All-in sustaining costs per gold ounce sold are expected to decrease in the second half of 2024 as production increases.

Total capital for the three and six months ended June 30, 2024, increased over the prior-year periods due to higher growth capital spend, partially offset by lower sustaining capital spend. Sustaining capital1 is primarily related to capitalized waste, capital components, and tailings management. Growth capital1 is related to underground development as the underground Main and Intrepid zones continue to advance.

Cash generated from operations for the three months ended June 30, 2024 increased when compared to the prior year period due to lower operating expenses and positive working capital movements. For the

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six months ended June 30, 2024, cash generated from operations decreased when compared to the prior-year period primarily due to a decrease in revenues.

Free cash flow1 for the three months ended June 30 2024 was $11.9 million (net of stream payments), an increase over the prior year period primarily due to higher gold prices and positive working capital movements. Free cash flow1 for the six months ended June 30 2024 was $9.3 million, (net of stream payments), a decrease compared to the prior-year period primarily due to a decrease in revenues and higher growth capital spend, but in-line with the planned open pit sequence for the first half of the year as outlined in the Company's guidance.

Impact of foreign exchange on operations

Rainy River’s operations are impacted by fluctuations in the valuation of the U.S. dollar against the Canadian dollar. For the three months ended June 30, 2024, the value of the U.S. dollar averaged $1.35 against the Canadian dollar, remaining relatively consistent when compared to the prior-year period.

Project Update

At Rainy River, underground development rates continued to ramp up during the second quarter, and are expected to continue to increase into the second half of the year. As previously discussed, one of the priorities for 2024 is to establish the primary ventilation circuit. At the end of the second quarter, both the ODM East ventilation loop and the fresh air raise were approximately 50% complete, in-line with plan. With the development of the in-pit portal set to commence in the third quarter, underground Main Zone remains on-track for first ore in the fourth quarter of 2024, with the ramp-up in underground production to approximately 5,500 tonnes per day by 2027.

Exploration Activities

At Rainy River, exploration drilling continues to make meaningful progress from both surface and underground. Through the first half of 2024, the Company has drilled approximately 20,000 metres at Rainy River testing the down-plunge extension of ODM Main and 17 East Zones at depth, the Intrepid Strike-Extension, and exploring the Gap zone located between the Intrepid and Main Zones. During the second quarter, surface drilling prioritized targets with potential for open pit extraction including NW-Trend, Zone 280, and ODM East. Drilling continues to progress as planned for both surface and underground targets. Rainy River’s priority is to sustain mill throughput beyond 2029.

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New Afton Mine, British Columbia, Canada

The New Afton mine is located in South-Central British Columbia near Kamloops, a city of approximately 90,000 people. A summary of New Afton's operating results is provided below.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
OPERATING INFORMATION
Ore mined (thousands of tonnes)	927	773	1,898	1,467

Capitalized waste mined (thousands of tonnes)	3	152	10	285
Waste mined (thousands of tonnes)	3	152	10	285
Ore processed (thousands of tonnes)	1,009	764	1,933	1,497
Average grade:
Gold (grams/tonne)	0.62	0.72	0.65	0.70
Copper (%)	0.67	0.78	0.69	0.74
Recovery rate (%):
Gold	90	89	89	89
Copper	91	91	90	91



Gold (ounces):
Produced - New Afton Mine (2)	18,100	15,704	35,958	29,429
Produced - Ore Purchase Agreements (2)(10)	200	941	521	3,492
Produced - Total (2)	18,300	16,645	36,479	32,921
Sold (2)	18,184	14,690	35,164	30,006
Copper (millions of pounds):
Produced (2)	13.6	12.0	26.9	22.3
Sold (2)	13.3	10.1	25.3	19.5
Revenue
Gold ($/ounce)	2,250	1,878	2,124	1,829
Copper ($/pound)	4.26	3.61	3.97	3.70
Average realized price (1):
Gold ($/ounce)	2,372	1,988	2,244	1,957
Copper ($/pound)	4.49	3.82	4.19	3.96
Underground net mining cost per operating tonne mined(1)	16.82	21.22	19.51	24.06
Processing cost per tonne processed(1)	16.22	19.56	16.57	19.55
G&A cost per tonne processed (1)	5.37	6.52	5.56	6.51
Operating expenses ($/oz gold, co-product) (9)	736	757	738	799

Operating expenses ($/lb copper, co-product) (9)	2.35	2.57	2.39	2.86

Depreciation and depletion ($/oz gold) (9)	1,231	1032	1,224	1022
Cash costs per gold ounce sold (by-product basis)(1)	(597)	121	(325)	349
Cash costs per gold ounce sold (co-product)(9)	806	823	877	1,276
Cash costs per copper pound sold (co-product) (9)	2.57	2.80	2.62	3.14
All-in sustaining costs per gold ounce sold(by-product basis)(1)	(433)	447	(107)	664
All-in sustaining costs per gold ounce sold (co-product) (1)	856	920	874	972
All-in sustaining costs per copper pound sold (co-product) (1)	2.73	3.13	2.83	3.48


FINANCIAL INFORMATION:
Revenue	98.5	64.6	176.9	128.2

Revenue less cost of goods sold	33.5	12.3	49.4	17.6
Capital expenditures (sustaining capital) (1)(6)	2.0	4.1	5.8	8.1
Capital expenditures (growth capital) (1)(7)	30.4	31.4	58.1	62.6
Total mining interest capital expenditures	32.5	35.5	63.9	70.6
Cash generated from operations	47.5	16.5	75.7	32.5
Free cash flow (1)	14.9	(19.1)	11.5	(38.2)

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Operating results

Production

Production2 for gold and copper was 18,300 ounces and 13.6 million pounds respectively for the three and six months ended June 30, 2024 . The increase in gold and copper production over the prior-year periods is due to higher tonnes processed, partially offset by lower grade.

Revenue

For the three and six months ended June 30, 2024, revenue increased when compared to the prior-year periods due to higher sales volume and higher average realized gold and copper prices.

Revenue less cost of goods sold

For the three and six months ended June 30, 2024, revenue less cost of goods sold increased when compared to the prior-year periods, primarily due to higher revenues.

Operating expenses, depreciation and depletion, cash costs, all-in sustaining costs, capital expenditures and free cash flow.

Operating expense per gold ounce sold and copper pound sold9 for the three and six months ended June 30, 2024 decreased over the prior-year periods primarily due to higher gold and copper sales volumes.

Underground net mining costs per operating tonne mined1 for the three and six months ended June 30, 2024, decreased over the prior-year periods due to an increase in tonnes mined.

Processing costs per tonne processed1 for the three and six months ended June 30, 2024, decreased over the prior-year periods due to higher tonnes processed.

Depreciation and depletion per gold ounce sold9 for the three and six months ended June 30, 2024 was an increase over the prior-year periods due to a higher depreciable asset base.

All-in sustaining costs1 per gold ounce for the three and six months ended June 30, 2024 decreased over the prior-year periods due to the benefit of higher by-product revenues, higher gold sales volumes, and lower sustaining capital spend.

Total capital expenditures for the three and six months ended June 30, 2024 decreased over the prior-year periods, primarily due to lower sustaining and growth capital1 spend. Sustaining capital1 primarily related to tailings management and stabilization activities. Growth capital primarily related to the C-Zone underground mine development and cave construction.

Cash generated from operations for the three and six months ended June 30, 2024 increased when compared to the prior-year periods primarily due to an increase in revenues.

Free cash flow1 for the three and six months ended June 30, 2024 was a net inflow of $14.9 million and $11.5 million respectively, an improvement over the prior-year periods primarily due to higher revenue and lower growth capital spend.

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Impact of foreign exchange on operations

New Afton’s operations are impacted by fluctuations in the valuation of the U.S. dollar against the Canadian dollar. For the three months ended June 30, 2024, the value of the U.S. dollar averaged $1.35 against the Canadian dollar, remaining relatively consistent when compared to the prior-year period.

Project Update

At New Afton, the Company reiterates expectations to commission the C-Zone gyratory crusher and conveyor system on time, with the cave achieving hydraulic radius in the second half of 2024. Lateral development continues to advance on plan, with over 80% of development metres complete. C-Zone cave construction remains on track to achieve hydraulic radius in the second half of 2024. The new C-Zone gyratory crusher and conveyor system continued to make significant progress towards completion in the second half of 2024. With C-Zone development and the gyratory crusher and conveyor system nearing completion, the increase in processing rates, and decrease in costs is expected to generate meaningful free cash flow over the coming years.

Exploration Activities

Exploration efforts at New Afton achieved multiple notable milestones during the quarter. Following the intersection of high-grade copper-gold porphyry mineralization at K-Zone (refer to the Company’s May 29, 2024 news release for further information), the exploration drift being developed to provide additional drill platforms was completed, and drilling of the K-Zone and AI-Southeast targets from the drift commenced as planned. The Company also completed exploration drilling to extend the D-Zone resource envelope. New Afton continues to execute on its exploration strategy to extend the mine life beyond 2030. Exploration efforts remain focused on potential near-mine zones located above the C-Zone extraction level to minimize capital investment and maximize free cash flow generation.

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FINANCIAL CONDITION REVIEW

Balance Sheet Review


	As at June 30	As at December 31
(in millions of U.S. dollars)	2024	2023
BALANCE SHEET INFORMATION
Cash and cash equivalents	184.4	185.5
Other current assets	146.7	166.3
Non-current assets	1,677.9	1,934.2
Total assets	2,009.0	2,286.0

Current liabilities	221.3	229.0
Non-current liabilities excluding long-term debt	338.4	871.8
Long-term debt	496.5	396.0
Total liabilities	1,056.2	1,496.8
Total equity	952.8	789.2
Total liabilities and equity	2,009.0	2,286.0

Assets

Cash and cash equivalents

Cash and cash equivalents remained consistent relative to December 31, 2023. During the period the Company completed a common share issuance for net proceeds of $164.6 million, drew down on its revolving Credit Facility by $100.0 million, and completed a partial buy-back of its New Afton cash flow interest for $257.5 million (inclusive of $2.5 million in transaction costs).

Other current assets

Other current assets primarily consist of trade and other receivables, inventories, investments, prepaid expenses, and derivative assets. Other current assets decreased relative to December 31, 2023 with a decrease in inventories and prepaid assets.

Non-current assets

Non-current assets primarily consist of mining interests, which include the Company’s mining properties, development projects and property, plant and equipment, as well as non-current inventories. The decrease relative to December 31, 2023 is attributable a $272.2 million deemed partial disposition of mineral property interests related to the Amending Agreement with Ontario Teachers for the New Afton free cash flow interest. This decrease was partially offset by a low-grade stockpile net realizable value inventory adjustment at Rainy River, and the Company's investments in New Afton's C-Zone.

Current liabilities

Current liabilities consist primarily of trade and other payables. Current liabilities decreased due to a decrease in trade payables.

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Non-current liabilities excluding long-term debt

Non-current liabilities excluding long-term debt consists primarily of reclamation and closure cost obligations, non-current derivative obligations, and deferred tax liabilities.

The Company's non-current derivative obligations include the Rainy River gold stream obligation. The Rainy River gold stream obligation has increased from the prior-year period primarily driven by higher metal prices and partially offset by settlements prices and an increase in discount rates.

In 2020, New Gold entered into an agreement with Ontario Teachers. Ontario Teachers' acquired a 46% free cash flow interest in the New Afton mine for upfront cash proceeds of $300.0 million, (the "Original Agreement"). The Original Agreement was designated as FVTPL under the scope of IFRS 9.

In May 2024, the Company entered into an Amending Agreement with Ontario Teachers to reduce the cash flow interest to 19.9% in exchange for a cash payment of $255.0 million.

The Company determined that the Amending Agreement constituted a substantial modification of the Original Agreement which resulted in a derecognition of the FVTPL liability. Consideration for the disposal comprised the $255.0 million cash payment, the 19.9% free cash flow interest, and a contingent obligation of $20.0 million to Ontario Teachers should there be a change of control of New Gold prior to January 2026.

The Company determined that the Amending Agreement constituted an executory contract and a partial disposal of the New Afton mining interest.

As a result of the extinguishment of the FVTPL liability, the Company recognized a $42.3 million gain on extinguishment.

In July 2024, the Company made a payment of $42.6 million to Ontario Teachers as part of the minimum cash guarantee under the terms of the Original Agreement.

The Company’s asset retirement obligations consist of reclamation and closure costs for Rainy River and New Afton. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing monitoring, and other costs. The long-term discounted portion of the liability decreased during the three and six months ended June 30, 2024 when compared to the prior-year periods, primarily driven by higher discount rates applied to the liabilities.

Long-term debt and other financial liabilities containing financial covenants

Long-term debt includes the 2027 Unsecured Notes and the Company's revolving Credit Facility (each as defined below).

Senior Unsecured Notes - due July 15, 2027

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Credit Facility

The Company holds a revolving credit facility (the "Credit Facility") with a maturity date of December 2026 and a borrowing limit of $400.0 million.

•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

For the six months ended June 30, 2024, the Company has drawn a total of $100.0 million under the Credit Facility. The draw-down under the Credit Facility, concurrent with a common share issuance, was used to fund the payment under Amending Agreement with Ontario Teachers (refer to the "Corporate Developments" section of this MD&A for more details.

Significant financial covenants are as follows:


		Twelve months ended June 30	Twelve months ended December
Financial Covenant		2024	2023
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	8.8 : 1	8.1 : 1
Maximum leverage ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.6 : 1	1.4 : 1
Maximum secured leverage ratio (secured debt to Adjusted EBITDA)	<2.0:1.0	0.4 : 1	0.1 : 1

Liquidity and Cash Flow

As at June 30, 2024, the Company had cash and cash equivalents of $184.4 million compared to $185.5 million as at December 31, 2023. The Company’s investment policy is to invest its surplus funds in permitted investments consisting of treasury bills, bonds, notes and other evidences of indebtedness of Canada, the U.S. or any of the Canadian provinces with a minimum credit rating of R-1 mid from DBRS or an equivalent rating from Standard & Poor’s or Moody’s and with maturities of 12 months or less at the original date of acquisition. In addition, the Company is permitted to invest in bankers’ acceptances and other evidences of indebtedness of certain financial institutions. All investments must have a maximum term to maturity of 12 months and the average term will generally range from 7 days to 90 days. As per

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the investment policy, the Company is not permitted to make investments in asset-backed commercial paper.

The Company's investments in marketable equity securities are exposed to various risk factors including currency risk, market price risk, and liquidity risk.

The Company’s liquidity is impacted by several factors which include, but are not limited to, gold and copper production, gold and copper market prices, capital expenditures, operating costs, interest rates and foreign exchange rates. These factors are monitored by the Company on a regular basis and will continue to be reviewed.

The Company’s cash flows from operating, investing and financing activities, as presented in the unaudited condensed interim consolidated statements of cash flows, are summarized in the following table for the three and six months ended June 30, 2024 and June 30, 2023:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CASH FLOW INFORMATION
Cash generated from operations	100.4	56.4	155.2	117.0
Cash used by investing activities	(70.2)	(68.6)	(129.2)	(106.5)
Cash used by financing activities	(2.3)	(10.9)	(26.5)	(36.8)
Effect of exchange rate changes on cash and cash equivalents	(0.2)	0.3	(0.6)	—
Change in cash and cash equivalents	27.7	(22.9)	(1.1)	(26.4)

Operating Activities

The cash generated from operations is highly dependent on metal prices, including gold and copper, as well as other factors, including the Canadian/U.S. dollar exchange rate. For the three and six months ended June 30, 2024, the increase in cash generated from operations was primarily due to higher revenue.

Investing Activities

Cash used in investing activities is primarily for the continued capital investment in the Company’s operating mines and development projects for the three and the six months ended June 30, 2024.

The following table summarizes the capital expenditures (mining interests per the unaudited condensed interim consolidated statement of cash flows) for the three and six months ended June 30, 2024:


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CAPITAL EXPENDITURES BY SITE
Rainy River	39.8	36.1	69.4	64.1
New Afton	32.4	35.5	63.9	70.5
Other(i)	—	—	—	0.1

Capital expenditures	72.2	71.6	133.3	134.7
i.Other includes corporate balances

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Financing Activities

For the six months ended June 30, 2024, cash used in financing activities was $26.5 million, a decrease compared to the prior-year period as lease payments decreased. During the period the Company completed a common share issuance for net proceeds of $164.6 million, a draw-down on its revolving Credit Facility for proceeds of $100.0 million, and completed a partial buy-back of its New Afton cash flow interest for total consideration of $257.5 million (inclusive of transaction costs of $2.5 million).

The Company’s cash and cash equivalents balance as at June 30, 2024 of $184.4 million, together with $276.2 million available for drawdown under the Credit Facility as at June 30, 2024, provided the Company with $460.6 million of liquidity.

The Company continues to advance the C-Zone development at New Afton resulting in significant capital expenditures. Assuming the stability of prevailing commodity prices and exchange rates, and operations performing in accordance with mine plans, the Company believes it has adequate liquidity to implement its operational plan and will be able to repay future indebtedness from internally generated cash flow. Additionally, the Company has a strong liquidity position, which management expects to be more than adequate to fund its business objectives.

Commitments

Contingencies

In assessing the loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can easily be estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of the loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the Company discloses the nature of the guarantees. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on its financial condition, cash flow and results of operations. As at June 30, 2024, there were no contingent losses recorded.

Related Party Transactions

The Company did not enter into any reportable related party transactions during the three and six months ended June 30, 2024.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements during the three and six months ended June 30, 2024.

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Outstanding Shares

As at July 30, 2024, there were 790.6 million common shares of the Company issued and outstanding. The Company had 0.8 million stock options, 3.4 million deferred share units, and 6.1 million performance share units outstanding under its share option plan, exercisable for up to an additional 0.8 million common shares, 3.4 million common shares, and up to an additional 6.1 million common shares, respectively.

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NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain non-GAAP financial performance measures in this MD&A. These measures are not defined under IFRS and should not be considered in isolation. The Company has disclosed the following:

▪"Cash costs per gold ounce sold"

▪"Sustaining capital and sustaining leases",

▪"Growth capital"

▪"All-in sustaining costs per gold ounce sold" ("AISC")

▪"Adjusted net earnings (loss)", "adjusted net earnings (loss) per share", "adjusted tax expense (recovery)"

▪"Cash generated from operations, before changes in non-cash operating working capital"

▪"Free cash flow"

▪"Average realized price per gold ounce or copper pound sold"

▪"Open pit net mining cost per operating tonne mined"

▪"Underground net mining costs per operating tonne mined"

▪"Processing costs per tonne processed"

▪"G&A costs per tonne processed"

Cash Costs per Gold Ounce sold

"Cash costs per gold ounce sold" is a common non-GAAP financial performance measure used in the gold mining industry but does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold reports cash costs on a sales basis and not on a production basis. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, this measure, along with sales, is a key indicator of the Company’s ability to generate operating earnings and cash flow from its mining operations. This measure allows investors to better evaluate corporate performance and the Company's ability to generate liquidity through operating cash flow to fund future capital exploration and working capital needs.

This measure is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of cash generated from operations under IFRS or operating costs presented under IFRS.

Cash cost figures are calculated in accordance with a standard developed by The Gold Institute, a worldwide association of suppliers of gold and gold products that ceased operations in 2002. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Cash costs include mine site operating costs such as mining, processing and administration costs, royalties, and production taxes, but are exclusive of amortization, reclamation, capital and exploration costs and net of by-product revenue. Cash costs are then divided by gold ounces sold to arrive at the cash costs per gold ounce sold.

The Company produces copper and silver as by-products of its gold production. The calculation of cash costs per gold ounce for Rainy River is net of by-product silver sales revenue, and the calculation of cash costs per gold ounce sold for New Afton is net of by-product copper and silver sales revenue. New Gold

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notes that in connection with New Afton, the by-product revenue is sufficiently large to result in a negative cash cost on a single mine basis. Notwithstanding this by-product contribution, as a Company focused on gold production, New Gold aims to assess the economic results of its operations in relation to gold, which is the primary driver of New Gold’s business. New Gold believes this metric is of interest to its investors, who invest in the Company primarily as a gold mining Company. To determine the relevant costs associated with gold only, New Gold believes it is appropriate to reflect all operating costs, as well as any revenue related to metals other than gold that are extracted in its operations.

To provide additional information to investors, New Gold has also calculated New Afton's cash costs on a co-product basis, which removes the impact of copper sales that are produced as a by-product of gold production and apportions the cash costs to each metal produced by 30% gold, 70% copper, and subsequently divides the amount by the total gold ounces, or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures. Unless indicated otherwise, all cash cost information in this MD&A is net of by-product sales.

Sustaining Capital and Sustaining Lease

"Sustaining capital" and "sustaining lease" are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "sustaining capital" as net capital expenditures that are intended to maintain operation of its gold producing assets. Similarly, a "sustaining lease" is a lease payment that is sustaining in nature. To determine "sustaining capital" expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. Management uses "sustaining capital" and "sustaining lease" to understand the aggregate net result of the drivers of all-in sustaining costs other than cash costs. These measures are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS.

Growth Capital

"Growth capital" is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold considers non-sustaining capital costs to be “growth capital”, which are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. To determine "growth capital" expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are capital expenditures that are intended to maintain operation of its gold producing assets. Management uses "growth capital" to understand the cost to develop new operations or related to major projects at existing operations where these projects will materially increase production. This measure is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

All-in Sustaining Costs per Gold Ounce Sold

“All-in sustaining costs per gold ounce sold” ("AISC") is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold calculates "all-in sustaining costs per gold ounce sold"

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based on guidance announced by the World Gold Council (“WGC”) in September 2013. The WGC is a non-profit association of the world’s leading gold mining companies established in 1987 to promote the use of gold to industry, consumers and investors. The WGC is not a regulatory body and does not have the authority to develop accounting standards or disclosure requirements. The WGC has worked with its member companies to develop a measure that expands on IFRS measures to provide visibility into the economics of a gold mining company. Current IFRS measures used in the gold industry, such as operating expenses, do not capture all of the expenditures incurred to discover, develop and sustain gold production. New Gold believes that "all-in sustaining costs per gold ounce sold" provides further transparency into costs associated with producing gold and will assist analysts, investors, and other stakeholders of the Company in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. In addition, the Human Resources and Compensation Committee of the Board of Directors uses "all-in sustaining costs", together with other measures, in its Company scorecard to set incentive compensation goals and assess performance.

"All-in sustaining costs per gold ounce sold" is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other mining companies. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS.

New Gold defines all-in sustaining costs per gold ounce sold as the sum of cash costs, net capital expenditures that are sustaining in nature, corporate general and administrative costs, sustaining leases, capitalized and expensed exploration costs that are sustaining in nature, and environmental reclamation costs, all divided by the total gold ounces sold to arrive at a per ounce figure. To determine sustaining capital expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are non-sustaining (growth). Capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially benefit the operation are classified as growth and are excluded. The definition of sustaining versus non-sustaining is similarly applied to capitalized and expensed exploration costs. Exploration costs to develop new operations or that relate to major projects at existing operations where these projects are expected to materially benefit the operation are classified as non-sustaining and are excluded.

Costs excluded from all-in sustaining costs per gold ounce sold are non-sustaining capital expenditures, non-sustaining lease payments and exploration costs, financing costs, tax expense, and transaction costs associated with mergers, acquisitions and divestitures, and any items that are deducted for the purposes of adjusted earnings.

To provide additional information to investors, the Company has also calculated all-in sustaining costs per gold ounce sold on a co-product basis for New Afton, which removes the impact of other metal sales that are produced as a by-product of gold production and apportions the all-in sustaining costs to each metal produced on a percentage of revenue basis, and subsequently divides the amount by the total gold ounces, or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures. By including cash costs as a component of all-in sustaining costs, the measure deducts by-product revenue from gross cash costs.

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Cash Costs per Gold Ounce Sold and All-in Sustaining Costs per Gold Ounce Sold Reconciliation Tables

The following tables reconcile each of the non-GAAP financial performance measures described above to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CONSOLIDATED CASH COSTS AND AISC RECONCILIATION



Operating expenses	109.5	104.9	216.3	222.1

Treatment and refining charges on concentrate sales	5.4	3.8	10.1	9.0

By-product silver revenue	(5.0)	(3.5)	(8.8)	(6.7)
By-product copper revenue	(59.7)	(38.5)	(106.2)	(77.3)
Cash costs net of by-product revenue	50.1	66.7	111.3	147.1
Gold ounces sold	67,697	74,219	137,774	161,426
Cash costs per gold ounce sold (by-product basis)(1)	740	898	808	911
Sustaining capital expenditures(1)(4)(6)	31.5	35.6	57.4	61.9
Sustaining exploration - expensed(1)	0.1	0.2	0.2	0.4
Sustaining leases(1)	0.5	3.8	1.8	6.3
Corporate G&A including share-based compensation(5)	8.7	8.1	15.2	13.9
Reclamation expenses	2.7	2.9	5.4	6.2
Total all-in sustaining costs	93.5	117.4	191.3	235.7

Gold ounces sold	67,697	74,219	137,774	161,426
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,381	1,582	1,389	1,460

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER CASH COSTS AND AISC RECONCILIATION
Operating expenses	64.9	67.8	129.8	142.2

By-product silver revenue	(3.9)	(2.9)	(7.0)	(5.6)
Cash costs net of by-product revenue	60.9	64.9	122.8	136.6
Gold ounces sold	49,513	59,529	102,610	131,420
Cash costs per gold ounce sold (by-product basis)(1)	1,231	1,090	1,197	1,040
Sustaining capital expenditures(4)(6)	29.4	31.6	51.6	53.9

Sustaining leases(1)	0.1	3.6	1.0	5.9
Reclamation expenses	2.0	2.3	4.0	4.9
Total all-in sustaining costs	92.5	102.4	179.5	201.3
Gold ounces sold	49,513	59,529	102,610	131,420
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,868	1,720	1,749	1,531


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON CASH COSTS AND AISC RECONCILIATION






Operating expenses	44.6	37.1	86.5	79.9
Treatment and refining charges on concentrate sales	5.4	3.8	10.1	9.0
By-product silver revenue	(1.1)	(0.6)	(1.8)	(1.1)
By-product copper revenue	(59.7)	(38.5)	(106.2)	(77.3)
Cash costs net of by-product revenue	(10.9)	1.8	(11.4)	10.5
Gold ounces sold	18,184	14,690	35,164	30,006
Cash costs per gold ounce sold (by-product basis)(1)	(597)	121	(325)	349
Sustaining capital expenditures(4)(6)	2.0	4.1	5.8	8.1

Sustaining leases(1)	0.3	—	0.5	0.1
Reclamation expenses	0.7	0.6	1.4	1.3
Total all-in sustaining costs	(7.9)	6.6	(3.8)	19.9
Gold ounces sold	18,184	14,690	35,164	30,006
All-in sustaining costs per gold ounce sold (by-product basis)(1)	(433)	447	(107)	664

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Three months ended June 30, 2024
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COST AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	13.4	31.2	44.6
Units of metal sold	18,184	13.3
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	736	2.35
Treatment and refining charges on concentrate sales	1.6	3.7	5.4
By-product silver revenue	(0.3)	(0.8)	(1.1)
Cash costs (co-product)(9)	14.7	34.2	48.9
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	806	2.57
Sustaining capital expenditures(4)(6)	0.6	1.4	2.0
Sustaining leases(1)	0.1	0.2	0.3
Reclamation expenses	0.2	0.5	0.7
All-in sustaining costs (co-product)(9)	15.6	36.3	51.9
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	856	2.73
I Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.


Three months ended June 30, 2023
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COST AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	11.1	26.0	37.1
Units of metal sold	14,690	10.1
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	757	2.57
Treatment and refining charges on concentrate sales	1.1	2.7	3.8
By-product silver revenue	(0.2)	(0.4)	(0.6)
Cash costs (co-product)(9)	12.1	28.2	40.3
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	823	2.80
Sustaining capital expenditures(4)(6)	1.2	2.9	4.1

Reclamation expenses	0.2	0.4	0.6
All-in sustaining costs (co-product)(9)	13.5	31.5	45.1
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	920	3.13
I Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.

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Six months ended June 30, 2024
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COST AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	26.0	60.6	86.5
Units of metal sold	35,164	25.3
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	738	2.39
Treatment and refining charges on concentrate sales	3.0	7.0	10.0
By-product silver revenue	(0.5)	(1.3)	(1.8)
Cash costs (co-product)(9)	28.4	66.3	94.7
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	809	2.62
Sustaining capital expenditures(4)(6)	1.7	4.0	5.7
Sustaining leases(1)	0.2	0.4	0.6
Reclamation expenses	0.4	1.0	1.4
All-in sustaining costs (co-product)(9)	30.7	71.7	102.4
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	874	2.83
I Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.


Six months ended June 30, 2023
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COST AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	24.0	55.9	79.9
Units of metal sold	30,006	19.5
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	799	2.86
Treatment and refining charges on concentrate sales	2.7	6.3	9.0
By-product silver revenue	(0.3)	(0.8)	(1.1)
Cash costs (co-product)(9)	26.3	61.4	87.8
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	877	3.14
Sustaining capital expenditures(4)(6)	2.4	5.7	8.1

Reclamation expenses	0.4	0.9	1.3
All-in sustaining costs (co-product)(9)	29.2	68.0	97.2
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	972	3.48
I Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.

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Sustaining Capital Expenditures Reconciliation Table


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
TOTAL SUSTAINING CAPITAL EXPENDITURES
Mining interests per unaudited condensed interim consolidated statement of cash flows	72.2	71.6	133.3	134.7
New Afton growth capital expenditures(7)	(30.4)	(31.4)	(58.1)	(62.6)
Rainy River growth capital expenditures(7)	(10.4)	(4.5)	(17.8)	(10.3)

Sustaining capital expenditures(4)(6)	31.5	35.6	57.4	61.9

Adjusted Net Earnings and Adjusted Net Earnings per Share

“Adjusted net earnings” and “adjusted net earnings per share” are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. "Adjusted net earnings" and "adjusted net earnings per share" exclude “other gains and losses” as per Note 3 of the Company’s unaudited condensed interim consolidated financial statements.

Net earnings have been adjusted, including the associated tax impact, for the group of costs in “Other gains and losses” on the unaudited condensed interim consolidated income statements. Key entries in this grouping are: fair value changes for the Rainy River gold stream obligation, fair value changes and gain on the disposal of the New Afton free cash flow interest obligation, foreign exchange gains/loss and fair value changes in investments. The income tax adjustments reflect the tax impact of the above adjustments and is referred to as "adjusted tax expense".

The Company uses "adjusted net earnings" for its own internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect the items which have been excluded from the determination of "adjusted net earnings". Consequently, the presentation of "adjusted net earnings" enables investors to better understand the underlying operating performance of the Company's core mining business through the eyes of management. Management periodically evaluates the components of "adjusted net earnings" based on an internal assessment of performance measures that are useful for evaluating the operating performance of New Gold's business and a review of the non-GAAP financial performance measures used by mining industry analysts and other mining companies. "Adjusted net earnings" and "adjusted net earnings per share" are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following table reconciles these non-GAAP financial performance measures to the most directly comparable IFRS measure.

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
ADJUSTED NET EARNINGS (LOSS) RECONCILIATION
Income (loss) before taxes	23.0	(1.8)	(17.5)	(33.3)
Other losses(8)	0.5	14.3	55.6	64.3




Adjusted net earnings before taxes	23.5	12.5	38.1	31.0
Income tax recovery (expense)	30.1	(0.8)	27.1	(1.1)
Income tax adjustments	(36.6)	(0.1)	(35.1)	0.1
Adjusted income tax expense(1)	(6.5)	(0.9)	(8.0)	(1.0)
Adjusted net earnings	17.0	11.6	30.1	30.0
Adjusted net earnings per share (basic and diluted)	0.02	0.02	0.04	0.04

Cash Generated from Operations, before Changes in Non-Cash Operating Working Capital

“Cash generated from operations, before changes in non-cash operating working capital” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. "Cash generated from operations, before changes in non-cash operating working capital" excludes changes in non-cash operating working capital. New Gold believes this non-GAAP financial measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company’s ability to generate cash from its operations before temporary working capital changes.

Cash generated from operations, before non-cash changes in working capital is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following table reconciles this non-GAAP financial performance measure to the most directly comparable IFRS measure.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CASH RECONCILIATION
Cash generated from operations	100.4	56.4	155.2	117.0
Change in non-cash operating working capital	(10.0)	8.8	7.8	23.9
Cash generated from operations, before changes in non-cash operating working capital	90.4	65.2	163.0	140.9

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Free Cash Flow

“Free cash flow” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "free cash flow" as cash generated from operations and proceeds of sale of other assets less capital expenditures on mining interests, lease payments, and settlement of non-current derivative financial liabilities which include the Rainy River gold stream obligation and the New Afton free cash flow interest obligation. New Gold believes this non-GAAP financial performance measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company's ability to generate cash flow from current operations. "Free cash flow" is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


Three months ended June 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	59.2	47.5	(6.3)	100.4
Less Mining interest capital expenditures	(39.7)	(32.5)	—	(72.2)
Add Proceeds of sale from other assets	—	0.2	—	0.2
Less Lease payments	(0.1)	(0.3)	(0.1)	(0.5)
Less Cash settlement of non-current derivative financial liabilities	(7.5)	—	—	(7.5)
Free Cash Flow	11.9	14.9	(6.4)	20.4


Three months ended June 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	48.6	16.5	(8.8)	56.3
Less Mining interest capital expenditures	(36.1)	(35.5)	—	(71.6)
Add Proceeds of sale from other assets	0.1	—	—	0.1
Less Lease payments	(3.6)	(0.1)	(0.1)	(3.9)
Less Cash settlement of non-current derivative financial liabilities	(7.0)	—	—	(7.0)
Free Cash Flow	2.0	(19.1)	(8.9)	(26.1)


Six months ended June 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	94.4	75.7	(14.9)	155.2
Less Mining interest capital expenditures	(69.4)	(63.9)	—	(133.3)
Add Proceeds of sale from other assets	—	0.2	—	0.2
Less Lease payments	(1.0)	(0.5)	(0.3)	(1.8)
Less Cash settlement of non-current derivative financial liabilities	(14.7)	—	—	(14.7)
Free Cash Flow	9.3	11.5	(15.2)	5.6

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Six months ended June 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	101.3	32.5	(16.8)	117.0
Less Mining interest capital expenditures	(64.1)	(70.6)	—	(134.7)
Add Proceeds of sale from other assets	0.1	—	—	0.1
Less Lease payments	(5.9)	(0.1)	(0.3)	(6.3)
Less Cash settlement of non-current derivative financial liabilities	(14.8)	—	—	(14.8)
Free Cash Flow	16.6	(38.2)	(17.1)	(38.7)

Average Realized Price

"Average realized price per gold ounce or per copper pound sold" is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. Management uses this measure to better understand the price realized for gold sales in each reporting period. “Average realized price per ounce of gold sold or copper pound sold” is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
TOTAL AVERAGE REALIZED PRICE
Revenue from gold sales	156.6	144.6	301.0	307.2
Treatment and refining charges on gold concentrate sales	2.2	1.6	4.2	3.9
Gross revenue from gold sales	158.8	146.2	305.2	311.0
Gold ounces sold	67,697	74,219	137,774	161,425
Total average realized price per gold ounce sold ($/ounce)	2,346	1,970	2,216	1,927


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER AVERAGE REALIZED PRICE
Revenue from gold sales	115.7	117.0	226.4	252.3
Gold ounces sold	49,513	59,529	102,610	131,420
Rainy River average realized price per gold ounce sold ($/ounce)	2,336	1,965	2,206	1,920

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON AVERAGE REALIZED PRICE
Revenue from gold sales	40.9	27.6	74.7	54.9
Treatment and refining charges on gold concentrate sales	2.2	1.6	4.2	3.9
Gross revenue from gold sales	43.1	29.2	78.9	58.7
Gold ounces sold	18,184	14,690	35,164	30,006
New Afton average realized price per gold ounce sold ($/ounce)	2,372	1,988	2,244	1,957

Open Pit Net Mining Cost per Operating Tonne Mined, Underground Net Mining Costs per Operating Tonne Mined, Processing Costs per Tonne Processed and G&A Cost per Tonne Processed

“Open pit net mining cost per operating tonne mined,” “underground net mining costs per operating tonne mined,” “processing costs per tonne processed” and “G&A cost per tonne processed” are non-GAAP financial performance measures with no standard meaning under IFRS. "Open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed" and "G&A costs per tonne" are defined as operating expenses less change in inventories, selling costs, royalties and other non production costs, as these costs are not directly related to tonnes mined or milled, and then dividing the residual respective mining, processing or G&A costs by tonnage of ore mined or processed. New Gold believes these non-GAAP financial performance measures provide further transparency and assist analysts, investors and other stakeholders of the Company in assessing the performance of mining operations by eliminating the impact of varying production levels. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other mining companies. They should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS. The following tables reconcile these non-GAAP measures to the most directly comparable IFRS measures on an aggregate and mine-by-mine basis.


	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER COST PER TONNE
Operating expenses	64.9	67.8	129.8	142.2
Change in inventory, selling costs and royalties and other	(12.2)	(8.0)	(14.2)	(14.1)
Production costs	52.7	59.8	115.7	128.1
Open pit mining costs	22.5	27.6	51.1	59.1
Processing costs	20.7	23.3	44.6	51.3
Site G&A costs	9.5	8.9	19.9	17.7
Ore and operating waste tonnes mined (thousands of tonnes)	6,736	8,731	12,921	17,437
Ore processed (thousands of tonnes)	2,372	2,116	4,649	4,132
Open pit net mining cost per operating tonne mined ($/tonne)	3.34	3.16	3.96	3.39
Processing costs per tonne processed ($/tonne)	8.72	11.00	9.60	12.42
G&A cost per tonne processed ($/tonne)	4.01	4.22	4.28	4.29

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	Three months ended June 30		Six months ended June 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON COST PER TONNE
Operating expenses	44.6	37.1	86.5	79.9
Change in inventory, ore purchase costs, selling costs and royalties and other	(7.1)	(0.7)	(6.4)	(5.6)
Production costs	37.5	36.3	80.1	74.3
Mining costs	15.6	16.4	37.0	35.3
Processing costs	16.5	15.0	32.2	29.3
Site G&A costs	5.5	5.0	10.8	9.7
Ore and operating waste tonnes mined (thousands of tonnes)	927	773	1,898	1,467
Ore processed (thousands of tonnes)	1,016	764	1,946	1,497
Underground net mining costs per operating tonne mined ($/tonne)	16.82	21.22	19.51	24.06
Processing costs per tonne processed ($/tonne)	16.22	19.56	16.57	19.55
G&A cost per tonne processed ($/tonne)	5.37	6.52	5.56	6.51

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ENTERPRISE RISK MANAGEMENT AND RISK FACTORS

The Company is subject to various financial and other risks that could materially adversely affect the Company’s future business, operations and financial condition. For a comprehensive discussion of these and other risks facing the Company, please refer to the section entitled “Risk Factors” in the Company’s most recent Annual Information Form and the section entitled “Enterprise Risk Management” in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2023, both of which are filed on SEDAR+ at www.sedarplus.ca. There were no significant changes to those risks or to the Company’s management of exposure to those risks for the three months ended June 30, 2024.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES

The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about the future events that affect the amounts reported in the unaudited condensed interim consolidated financial statements and related notes to the financial statements. Estimates and assumptions are continually evaluated and are based on management’s experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values are described in Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2023 and Note 2 of the Company's condensed interim consolidated financial statements for the three and six months ending June 30, 2024.

ACCOUNTING POLICIES

The Company's material accounting policies and future changes in accounting policies are presented in the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently applied, except as noted in Note 2 of the unaudited condensed interim consolidated financial statements.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, under the supervision of its President and Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as of December 31, 2023. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.

Internal Controls over Financial Reporting

New Gold’s management, with the participation of its President and Chief Executive Officer and its Chief Financial Officer, is responsible for establishing and maintaining adequate internal controls over financial

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reporting. Internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. New Gold’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 based on the Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission and has concluded that New Gold’s internal controls over financial reporting are effective as of December 31, 2023.

The effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 has been audited by Deloitte LLP, the Company’s independent registered public accounting firm, as stated in their report immediately preceding the Company’s audited consolidated financial statements for the year ended December 31, 2023.

Limitations of Controls and Procedures

The Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, believe that any internal controls and procedures for financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations of all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented and/or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Controls over Financial Reporting

There has been no change in the Company’s design of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this MD&A.

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ENDNOTES

1."Cash costs per gold ounce sold", "all-in sustaining costs per gold ounce sold" (or "AISC"), "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”,"cash generated from operations before changes in non-cash operating working capital", "free cash flow" "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", and "G&A costs per tonne processed" are all non-GAAP financial performance measures that are used in this MD&A. These measures do not have any standardized meaning under IFRS, as issued by the IASB, and therefore may not be comparable to similar measures presented by other issuers. For more information about these measures, why they are used by the Company, and a reconciliation to the most directly comparable measure under IFRS, see the “Non-GAAP Financial Performance Measures" section of this MD&A starting on page 28.

2.Production is shown on a total contained basis while sales are shown on a net payable basis, including final product inventory and smelter payable adjustments, where applicable.

3.A detailed discussion of production is included in the “Review of Operating Mines” section of this MD&A.

4.See “Sustaining Capital Expenditures Reconciliation Table” for a reconciliation of sustaining capital expenditures to mining interests per the unaudited condensed interim consolidated statement of cash flows.

5.Includes the sum of corporate administration costs and share-based payment expense per the unaudited condensed interim income statement, net of any non-cash depreciation within those figures.

6.Sustaining capital expenditures are net of proceeds from disposal of assets.

7.Growth capital expenditures at New Afton in the current period and prior-year period relate to project advancement for the C-Zone. Growth capital expenditures at Rainy River in the current and prior period relate to underground development.

8.Please refer to Note 3 of the Company’s unaudited condensed consolidated interim financial statements for a detailed breakdown of other (losses) and gains.

9.These are supplementary financial measures which are calculated as follows: "Revenue gold ($/ounce)" and "Revenue copper ($/pound)" is total gold revenue divided by total gold ounces sold and total copper revenue divided by copper pounds sold, respectively, "Operating expenses ($/oz gold, co-product)" is total operating expenses apportioned to gold based on a percentage of activity basis divided by total gold ounces sold, "Operating expenses ($/lb copper, co-product)" is total operating expenses apportioned to copper based on a percentage of activity basis divided by total copper pounds sold; "Depreciation and depletion ($/oz gold)" is depreciation and depletion expenses divided by total gold ounces sold.

10. Key performance indicator data for the three and six months ended June 30, 2024 is exclusive of ounces from ore purchase agreements for New Afton. The New Afton Mine purchases small amounts of ore from local operations, subject to certain grade and other criteria. These ounces represented

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approximately 2% of total gold ounces produced using New Afton’s excess mill capacity. All other ounces are mined and produced at New Afton.

11. Total Recordable Injury Frequency Rate (TRIFR) is calculated as recorded incidents × 200,000 / total number of hours worked

CAUTIONARY NOTES

Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and Mineral Resources

Disclosure regarding Mineral Reserve and Mineral Resource estimates included in this MD&A was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the United States Securities and Exchange Commission (“SEC”) generally applicable to U.S. companies. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this MD&A will not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this MD&A, including any information relating to New Gold’s future financial or operating performance are “forward-looking”. All statements in this MD&A, 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 MD&A include, among others, those in the sections "Sustainability and ESG", "Outlook for 2024" and "Key Performance Drivers - Economic Outlook" as well as statements with respect to: the Company’s expectations and guidance with respect to production, operational estimates, capital investment estimates and exploration expense estimates on a mine-by-mine and consolidated basis, and the factors and timing contributing to those expectations; successfully accomplishing commercial production from the C-Zone and commissioning of the underground gyrator crusher and conveyor system in the second half of 2024; successfully accessing and releasing higher grade ore from the open pit in the second half of 2024 at Rainy River; expectations regarding strengthened production in the second half of 2024 at Rainy River; successfully decreasing all-in sustaining costs throughout the second half of 2024 at Rainy River; successfully increasing underground development rates at Rainy River throughout the second half of 2024; successfully achieving first ore from the underground Main Zone in the fourth quarter of 2024; successfully ramping up and achieving a steady-state underground production rate of approximately

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5,500 tonnes per day by 2027 at Rainy River; successfully commencing development of the in-pit portal in the third quarter of 2024 at Rainy River; successfully completing the Company’s growth projects and achieving significant increase in production in coming years as a result thereof; the potential to successfully extend the New Afton mine life beyond 2030 and the Rainy River mine life beyond 2031 with minimal capital investment; successfully achieving C-Zone hydraulic radius in the second half of 2024; successfully increasing processing rates and decreasing costs and generating meaningful free cash flow over the coming years as a result thereof at New Afton; planned activities in 2024 and future years at the Rainy River Mine and New Afton Mine, including planned development and exploration activities, and projected accuracy of timing and related expenses; the current and future financial performance of the Company as it relates to the prevailing price of gold; the continuation of prevailing commodity prices and exchange rates, and the continuation of operations performing in accordance with mine plans; anticipated factors impacting the Company’s liquidity and the continued review thereof; the Company’s ability to implement its near-term operational plan and to repay future indebtedness; planned continued advancement of C-Zone development at New Afton and the significant capital expenditures expected to result therefrom; the Company’s expectations regarding its liquidity position and its ability to fund its business objectives; the anticipated timing with respect to the Company’s contractual commitments becoming due; the sufficiency of the Company’s financial performance measures in evaluating the underlying performance of the Company; expectations that foreign exchange forward contracts will continue into 2024; expectations regarding the management and mitigation of risk factors and the possible impacts on the Company; and the Company’s continued focus on the health, safety and well-being of its people.

All forward-looking statements in this MD&A 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. Certain material assumptions regarding such forward-looking statements are discussed in this MD&A, its most recent Annual Information Form and NI 43-101 Technical Reports on the Rainy River Mine and New Afton Mine filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition to, and subject to, such assumptions discussed in more detail elsewhere, the forward-looking statements in this MD&A are also subject to the following assumptions: (1) there being no significant disruptions affecting New Gold’s operations, including material disruptions to the Company’s supply chain, workforce or otherwise; (2) political and legal developments in jurisdictions where New Gold operates, or may in the future operate, being consistent with New Gold’s current expectations; (3) the accuracy of New Gold’s current Mineral Reserve and Mineral Resource estimates and the grade of gold, silver and copper expected to be mined; (4) the exchange rate between the Canadian dollar and U.S. dollar, and to a lesser extent, the Mexican Peso, and commodity prices being approximately consistent with current levels and expectations for the purposes of 2024 guidance and otherwise; (5) prices for diesel, natural gas, fuel oil, electricity and other key supplies being approximately consistent with current levels; (6) equipment, labour and materials costs increasing on a basis consistent with New Gold’s current expectations; (7) arrangements with First Nations and other Indigenous groups in respect of the New Afton Mine and Rainy River Mine being consistent with New Gold’s current expectations; (8) all required permits, licenses and authorizations being obtained from the relevant governments and other relevant stakeholders within the expected timelines and the absence of material negative comments or obstacles during the applicable regulatory processes; and (9) the results of the life of mine plans for the Rainy River Mine and the New Afton Mine being realized.

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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: price volatility in the spot and forward markets for metals and other commodities; discrepancies between actual and estimated production, between actual and estimated costs, between actual and estimated Mineral Reserves and Mineral Resources and between actual and estimated metallurgical recoveries; equipment malfunction, failure or unavailability; accidents; risks related to early production at the Rainy River Mine, including failure of equipment, machinery, the process circuit or other processes to perform as designed or intended; 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: uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements; changes in project parameters as plans continue to be refined; changing costs, timelines and development schedules as it relates to construction; the Company not being able to complete its construction projects at the Rainy River Mine or the New Afton Mine on the anticipated timeline or at all; volatility in the market price of the Company’s securities; changes in national and local government legislation in the countries in which New Gold does or may in the future carry on business; compliance with public company disclosure obligations; controls, regulations and political or economic developments in the countries in which New Gold does or may in the future carry on business; the Company’s dependence on the Rainy River Mine and New Afton Mine; the Company not being able to complete its exploration drilling programs on the anticipated timeline or at all; inadequate water management and stewardship; tailings storage facilities and structure failures; failing to complete stabilization projects according to plan; geotechnical instability and conditions; disruptions to the Company’s workforce at either the Rainy River Mine or the New Afton Mine, or both; significant capital requirements and the availability and management of capital resources; additional funding requirements; diminishing quantities or grades of Mineral Reserves and Mineral Resources; actual results of current exploration or reclamation activities; uncertainties inherent to mining economic studies including the Technical Reports for the Rainy River Mine and New Afton Mine; impairment; unexpected delays and costs inherent to consulting and accommodating rights of First Nations and other Indigenous groups; climate change, environmental risks and hazards and the Company’s response thereto; ability to obtain and maintain sufficient insurance; actual results of current exploration or reclamation activities; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States and, to a lesser extent, Mexico; global economic and financial conditions and any global or local natural events that may impede the economy or New Gold’s ability to carry on business in the normal course; inflation; compliance with debt obligations and maintaining sufficient liquidity; the responses of the relevant governments to any disease, epidemic or pandemic outbreak not being sufficient to contain the impact of such outbreak; disruptions to the Company’s supply chain and workforce due to any disease, epidemic or pandemic outbreak; an economic recession or downturn as a result of any disease, epidemic or pandemic outbreak that materially adversely affects the Company’s operations or liquidity position; taxation; fluctuation in treatment and refining charges; transportation and processing of unrefined products; rising costs or availability of labour, supplies, fuel and equipment; adequate infrastructure; relationships with communities, governments and other stakeholders; labour disputes; effectiveness of supply chain due diligence; the uncertainties inherent in current and future legal challenges to which New Gold is or may become a party; defective title to mineral claims or property or contests over claims to mineral properties; competition; loss of, or inability to attract, key employees; use

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of derivative products and hedging transactions; reliance on third-party contractors; counterparty risk and the performance of third party service providers; investment risks and uncertainty relating to the value of equity investments in public companies held by the Company from time to time; the adequacy of internal and disclosure controls; conflicts of interest; the lack of certainty with respect to foreign operations and legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the successful acquisitions and integration of business arrangements and realizing the intended benefits therefrom; and information systems security threats. In addition, there are risks and hazards associated with the business of mineral exploration, development, construction, operation and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (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 Annual Information Form and other disclosure documents filed on and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. 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 MD&A 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.

Technical Information

All scientific and technical information in this MD&A has been reviewed and approved by Yohann Bouchard, Executive Vice President and Chief Operating Officer of New Gold. Mr. Bouchard is a Professional Engineer and a member of the Professional Engineers of Ontario. Mr. Bouchard is a "Qualified Person" for the purposes of NI 43-101.

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Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Godin, Chief Executive Officer of New Gold Inc., certify the following:


1.	Review: I have reviewed the interim financial report and interim management discussion and analysis (“MD&A”) (collectively, the “interim filings”) of New Gold Inc. (the “issuer”) for the interim period ended June 30, 2024.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

	(i)		material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)		information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	ICFR – material weakness relating to design: None

5.3	Limitation on scope of design: None

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date:			July 30, 2024
			/s/ Patrick Godin
Name:			Patrick Godin
Title:			Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Keith Murphy, Chief Financial Officer of New Gold Inc., certify the following:


1.	Review: I have reviewed the interim financial report and interim management discussion and analysis (“MD&A”) (collectively, the “interim filings”) of New Gold Inc. (the “issuer”) for the interim period ended June 30, 2024.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and


						(ii)			information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	ICFR – material weakness relating to design: None

5.3	Limitation on scope of design: None

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.