(All amounts are in U.S. dollars unless otherwise
indicated)
TORONTO, March 4,
2025 /PRNewswire/ - New Gold Inc. ("New Gold"
or the "Company") (TSX: NGD) (NYSE American: NGD) today
announced the pricing of its previously announced offering of
$400 million aggregate principal
amount of 6.875% Senior Notes due 2032 (the "Notes"). The offering
is expected to close on or about March 18,
2025, subject to customary closing conditions. 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 previously announced, 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 were offered and will be 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.
