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Re: News Release - Tuesday, May 29, 2007
Prospectus Filed For Financing to Fund Development of New Afton
Project
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May 29, 2007, Vancouver, British Columbia -- New Gold Inc.
(NGD:TSX/AMEX) has today filed a preliminary short form prospectus in
connection with a public offering (the "Offering") of series D units
(the "Units"), 5% convertible debentures (the "Debentures"), common
shares (the "Shares") and flow through shares (the "FT Shares"). The
Offering will be conducted through a syndicate of underwriters led by
GMP Securities L.P. and including BMO Nesbitt Burns Inc., Orion
Securities Inc., Jennings Capital Inc., and Wellington West Capital
Markets Inc., (the "Syndicate"). New Gold has granted the Syndicate an
over-allotment option to purchase up to that number of additional
Shares equal to 15% of the Shares sold pursuant to the Offering,
exercisable at any time up to 30 days from closing. The Offering is
subject to certain conditions,
including regulatory and Toronto Stock Exchange approval and is
expected to close on or about June 28, 2007.
The Shares and FT Shares will be offered on a fully underwritten basis.
The Syndicate will act as agents to New Gold, on a best efforts basis,
in respect of the offering of the Units and Debentures, subject to
raising minimum gross proceeds of $250 million. The Offering will be
priced in the context or the market with final terms of the Offering to
be determined at the time of pricing.
Each Unit being offered consists of a face value $1,000 principal
amount unsecured series D note which will mature on the 10th
anniversary of closing and bear interest at 10% per annum (the "Series
D Notes") and 100 common share purchase warrants, with each warrant
entitling the holder to purchase one common share of New Gold for 10
years from closing. The Debentures being offered are unsecured, issued
in denominations of $1,000, mature on the 7th anniversary of closing,
bear interest at 5% per annum and will be convertible into common
shares of New Gold at any time up to 7 years from closing.
New Gold will use the proceeds of the Offering to fund the
pre-production development required to bring its New Afton Project into
production, and to commence the expansion phase of the development
during which time the mine will ramp-up to its full production rate.
The New Afton Project is situated 10 kilometres west of Kamloops,
British Columbia, Canada.
New Gold continues to be in a strong financial condition with a current
cash position of approximately $55 million and no debt. The Company has
only 24.0 million shares outstanding and 30.5 million shares fully
diluted.
For further information on New Gold Inc. and the New Afton Project,
please contact:
Chris Bradbrook
President and Chief Executive Officer
New Gold Inc.
601 - 595 Howe Street, Vancouver, B.C. V6C 2T5
Tel: 877-977-1067 or 604-687-1629, Fax: 604-687-2845
Email: invest@newgoldinc.com
Website: www.newgoldinc.com
Certain of the statements made and information contained herein is
"forward- looking information" within the meaning of the Securities Act
(Ontario) and the Securities Act (Alberta) or "forward-looking
statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934 of the United States. Forward-looking statements
are subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements, including, without limitation, risks and
uncertainties relating to the interpretation of drill results and the
estimation of mineral resources and reserves, the geology, grade and
continuity of mineral deposits, the possibility that future
exploration, development or mining results will not be consistent with
the Company's expectations, metal recoveries, accidents, equipment
breakdowns, title matters and surface access, labour disputes or other
unanticipated difficulties with or interruptions in production, the
potential for delays in exploration or development activities or the
completion of feasibility studies, the inherent uncertainty of
production and cost estimates and the potential for unexpected costs
and expenses, commodity price fluctuations, currency fluctuations,
failure to obtain adequate financing on a timely basis and other risks
and uncertainties, including those described under Risk Factors
Relating to the Company's Business in the Company's Annual Information
Form and in each management discussion and analysis. Forward-looking
information is in addition based on various assumptions including,
without limitation, the expectations and beliefs of management, the
assumed long term price of copper and gold, that the feasibility study
will confirm that a technically viable and economic operation exists,
that the Company will receive required permits and access to surface
rights, that the Company can access financing, appropriate equipment
and sufficient labour and that the political environment within British
Columbia and Canada will continue to support the development of
environmentally safe mining projects so that the Company will be able
to commence the development of the New Afton project within the
timetable to be established by the feasibility study. Should one or
more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those described in forward-looking statements. Accordingly, readers are
advised not to place undue reliance on
forward-looking statements.
Cautionary note to U.S. investors concerning estimates of Measured,
Indicated and Inferred Resources, and the use of the terms "measured",
"indicated resources," and "inferred". We advise U.S. investors that,
while those terms are recognized and required by Canadian regulations,
the U.S. Securities and Exchange Commission ("SEC") permits mining
companies, in their filings with the SEC, to disclose only those
mineral deposits that a company can economically and legally extract or
produce and does not recognize them. "Inferred" resources have a great
amount of uncertainty as to their existence and great uncertainty as to
their economic and legal feasibility.
It cannot be assumed that all or any part of an "Inferred" resource
will ever be upgraded to a higher category. Under Canadian rules,
estimates of "Inferred" resources may not form the basis of feasibility
or pre-feasibility studies, except in rare cases. U.S. investors are
cautioned not to
assume that any part or all of mineral deposits in these categories
will ever be converted into reserves or be economically or legally
mineable.
WARNING: The Company relies upon litigation protection for
"forward-looking" statements
Associated File:
http://www.newgoldinc.com/i/pdf/05-29-07_Prospectus_Filing_CDN.pdf
26 KB in size, approx. 6 seconds to download at 56.6Kbps
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Copyright (c) 2007 NEW GOLD INC. (TSX/AMEX:NGD) All rights reserved.
For more information visit our website at http://www.newgoldinc.com/ or
send mailto:invest@newgoldinc.com
Message sent on Tue May 29, 2007 at 7:05:43 PM Pacific Time
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