(All amounts are in U.S. dollars unless
otherwise indicated)
TORONTO,
March 4,
2025 /CNW/ - New Gold Inc. ("New Gold" or the
"Company") (TSX: NGD) (NYSE American: NGD) today announced that
it has commenced an offering of $400
million aggregate principal amount of Senior Notes (the
"Notes"). New Gold intends to use the net proceeds from the
offering of the Notes, together with cash on hand, to fund the
purchase of any and all of its outstanding 7.50% senior notes due
2027 (the "Existing Notes") and to pay related fees and expenses.
New Gold intends to use the remainder of the net proceeds, if any,
to redeem any Existing Notes remaining outstanding following the
Tender Offer (as defined below) at 100% of the principal amount
thereof on or about July 15,
2025.
As also announced today, New Gold has commenced a
tender offer (the "Tender Offer") to purchase for cash any and all
of the Existing Notes, subject to, among other conditions, the
successful completion of the offering of the Notes. The Tender
Offer is being made only by and pursuant to the terms and
conditions of the related Offer to Purchase. The offering of the
Notes is not conditional upon any minimum principal amount of
Existing Notes being tendered and purchased in the Tender
Offer.
The Notes will be offered and sold only to
persons reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the United States Securities Act of
1933, as amended (the "Securities Act"), and to non-U.S. persons
outside the United States in
reliance on Regulation S under the Securities Act. The Notes will
be offered and sold in Canada on a
private placement basis pursuant to certain prospectus
exemptions.
The offer and sale of the Notes will not be
registered under the Securities Act and the Notes may not be
offered or sold in the United
States or to U.S. persons absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy the Notes, nor shall there be any offer or sale
of the Notes in any jurisdiction in which such offer, solicitation
or sale would be unlawful. This news release shall not constitute
an offer to purchase or the solicitation of an offer to sell any
Existing Notes in the Tender Offer, and this news release shall not
constitute a notice of redemption for the Existing Notes.
About New Gold
New Gold is a Canadian-focused intermediate mining Company with
a portfolio of two core producing assets in Canada, the Rainy River gold mine and the
New Afton copper-gold mine. New Gold's vision is to build a
leading diversified intermediate gold company based in Canada that is committed to the environment
and social responsibility.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains "forward-looking
statements" and "forward-looking information" within the meaning of
applicable Canadian and U.S. securities legislation. All
statements, other than of historical fact, that address activities,
events or developments that New Gold believes, expects or
anticipates will or may occur in the future are forward-looking
statements, including the completion and timing of the offering of
the Notes, the intended use of proceeds from the offering of the
Notes to fund the Tender Offer and the Company's intention to
redeem any Existing Notes not tendered and the timing thereof.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results
to be materially different from those expressed or implied by such
forward-looking statements. Although New Gold has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should
not place undue reliance on forward-looking statements. New Gold
does not undertake to update any forward-looking statements, except
in accordance with applicable securities laws.
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SOURCE New Gold Inc.
