New Gold Inc. (“New Gold” or the “Company”) (TSX and NYSE American:
NGD) has announced today that it has entered into an agreement with
a syndicate of underwriters led by BMO Capital Markets, under which
the underwriters have agreed to buy on a bought deal basis
93,750,000 common shares (the “Common Shares”), at a price of
C$1.60 per Common Share for gross proceeds of C$150 million (the
“Offering”). The Company has granted the underwriters an option,
exercisable at the offering price for a period of 30 days following
the closing of the Offering, to purchase up to an additional 15% of
the Offering to cover over-allotments, if any. The Offering is
expected to close on or about August 30, 2019 and is subject to New
Gold receiving all necessary regulatory approvals, including the
approval of the Toronto Stock Exchange and the securities
regulatory authorities.
The net proceeds of the Offering will be used by
the Company to enhance financial flexibility, strengthen the
balance sheet, including debt repayment, and general corporate
purposes.
The Common Shares will be offered by way of a
short form prospectus in all of the provinces and territories of
Canada, and may also be offered by way of private placement in the
United States.
This press release is not an offer to sell or a
solicitation of an offer to buy any securities in the United
States. The Common Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), and may not be offered or sold in the United
States or to a U.S. person (as defined in Regulation S under the
U.S. Securities Act) absent registration or an applicable exemption
from registration.
About New Gold Inc.New Gold is
a Canadian-focused intermediate gold mining Company. The Company
has a portfolio of two core producing assets in top-rated
jurisdictions, the Rainy River and New Afton Mines in Canada. The
Company also operates the Cerro San Pedro Mine in Mexico (which
transitioned to residual leaching in 2016). In addition, New Gold
owns 100 per cent of the Blackwater project located in Canada. New
Gold’s objective is to be a leading intermediate gold producer,
focused on the environment and social responsibility. For further
information on the Company, please visit www.newgold.com.
For further information, please contact:
Anne Day Vice President, Investor Relations
Direct: +1 (416) 324-6003 Toll free: 1 (888) 315-9715 Email:
anne.day@newgold.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain information contained in this press
release, including any information relating to New Gold’s future
financial or operating performance are “forward-looking”. All
statements in this press release, other than statements of
historical fact, which address events, results, outcomes or
developments that New Gold expects to occur are “forward-looking
statements”. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by
the use of forward-looking terminology such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “targeted”, “estimates”
“forecasts”, “intends”, “anticipates”, “projects”, “potential”,
“believes” or variations of such words and phrases or statements
that certain actions, events or results “may”, “could”, “would”,
“should”, “might” or “will be taken”, “occur” or “be achieved” or
the negative connotation of such terms. Forward-looking statements
in this press release include, among others, statements with
respect to the filing of a prospectus in respect of the Offering,
the closing of the Offering, the receipt of all regulatory
approvals and the use of proceeds of such Offering.
All forward-looking statements in this press
release are based on the opinions and estimates of management as of
the date such statements are made and are subject to important risk
factors and uncertainties, many of which are beyond New Gold’s
ability to control or predict. Certain material assumptions
regarding such forward-looking statements are discussed in this
press release, New Gold’s latest annual management's discussion and
analysis (“MD&A”), Annual Information Form and Technical
Reports filed at www.sedar.com 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 press
release are also subject to the following assumptions: (1) there
being no significant disruptions affecting New Gold’s operations;
(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; (4) the
exchange rate between the Canadian dollar and U.S. dollar, and to a
lesser extent, the Mexican Peso, being approximately consistent
with current levels; (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
Aboriginal groups in respect of the Rainy River, New Afton and
Blackwater being consistent with New Gold’s current expectations;
and (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 during the applicable regulatory
processes.
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: significant capital requirements and the availability
and management of capital resources; additional funding
requirements; price volatility in the spot and forward markets for
metals and other commodities; fluctuations in the international
currency markets and in the rates of exchange of the currencies of
Canada, the United States and, to a lesser extent, Mexico;
discrepancies between actual and estimated production, between
actual and estimated mineral reserves and mineral resources and
between actual and estimated metallurgical recoveries; 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; fluctuation in
treatment and refining charges; changes in national and local
government legislation in Canada, the United States and, to a
lesser extent, Mexico or any other country in which New Gold
currently or may in the future carry on business; taxation;
controls, regulations and political or economic developments in the
countries in which New Gold does or may carry on business; 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, the lack of certainty with respect to
foreign 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 uncertainties inherent to
current and future legal challenges New Gold is or may become a
party to; diminishing quantities or grades of mineral reserves and
mineral resources; competition; loss of key employees; rising costs
of labour, supplies, fuel and equipment; actual results of current
exploration or reclamation activities; uncertainties inherent to
mining economic studies; changes in project parameters as plans
continue to be refined; accidents; labour disputes; defective title
to mineral claims or property or contests over claims to mineral
properties; unexpected delays and costs inherent to consulting and
accommodating rights of Indigenous groups; risks, uncertainties and
unanticipated delays associated with obtaining and maintaining
necessary licenses, permits and authorizations and complying with
permitting requirements. In addition, there are risks and hazards
associated with the business of mineral exploration, development
and mining, including environmental events and hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins,
flooding and gold bullion losses and risks associated with a mine
with relatively limited history of commercial production, such as
Rainy River, (and the risk of inadequate insurance or inability to
obtain insurance to cover these risks) as well as “Risk Factors”
included in New Gold's Annual Information Form, MD&A and other
disclosure documents filed on and available at www.sedar.com 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 press release are
qualified by these cautionary statements. New Gold expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
events or otherwise, except in accordance with applicable
securities laws.
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