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Re: News Release - Friday, April 25, 2008
Meeting of the Noteholders Called
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April 25, 2008, Toronto, Ontario - New Gold Inc. (the "Company" or "New
Gold") (NGD: TSX/AMEX) announced today that it has mailed to the
holders of its 10% Subordinated Notes an information circular in
connection with the Meeting of Noteholders on May 9, 2008 to approve
certain amendments to the Note Indenture dated as of June 27, 2007.
The amendments are required to enable New Gold to proceed with the
proposed business combination announced on March 31, 2008 (the
"Transaction") by which the Company, Metallica Resources Inc.
("Metallica") and Peak Gold Ltd. ("Peak") will combine under the name
New Gold Inc. with a market capitalization of approximately U.S.$1.6
billion. The Transaction is subject to shareholder approvals of each
company and to the fulfillment of a number of conditions, including the
approval of the Noteholders to the proposed amendments to the Note
Indenture.

Mr. Cliff Davis, the President of the Company, noted: "When the Note
Indenture was entered into in June, 2007 the Company had one
development project, the New Afton Mine, and no subsidiaries and the
Note Indenture reflected this. As the merged company will have several
projects and will operate through a number of subsidiaries, certain of
the covenants in the Note Indenture as they presently stand would
unduly restrict the manner in which the new entity could carry on
business while denying to the Company the anticipated improved credit
worthiness as a result of the Transaction. Therefore, it is necessary
to request the Noteholders to approve certain changes. The directors of
New Gold have unanimously recommended that the amendments be approved."
The proposed amendments include:

.. Removing the permit test and replacing it with a more general
covenant that the Company shall work diligently toward obtaining and,
once obtained, maintaining in good standing, all permits required for
the operation of its properties;
.. Providing for security on the New Afton Project in favour of the
Noteholders;
.. Creating a mechanism for cash flow movement between the Company and
the new subsidiaries including mandatory offers to redeem a portion of
the Notes annually;
.. Renaming the Notes as "Senior Secured Notes";
.. Providing for the issue pro rata to the Noteholders of 4,150,000
warrants to purchase common shares of the Company prior to June 28,
2017 for the exercise price of $15.00 per common share, subject to
regulatory approval; and
.. Certain other technical and housekeeping changes.

The changes are described in detail in the Circular mailed to Note
holders and filed on SEDAR and the Amended and Restated Indenture is
included with the Circular.

New Gold has had discussions with institutional holders of the Notes,
both with respect to certain housekeeping amendments approved prior to
the announcement of the Transaction and with respect to the amendments
included in the Amended and Restated Indenture.

Marret Asset Management Inc., a significant holder of the Notes,
participated in the structuring of the original Note issue and the
amendment discussions. Barry Allan, President of Marret, stated that:
"The Transaction together with the proposed amendments to the Note
Indenture results in a significant enhancement to the credit quality of
the Notes. In addition to security being provided over the New Afton
Project, the Notes will now be supported by three operating assets,
increased operating cash flows, and a significantly stronger balance
sheet. We believe that the combination of the three companies along
with the proposed amendments will enhance the value to all
stakeholders."

The March 31, 2008 letter agreement includes a condition precedent in
favour of Metallica and Peak, pursuant to which Metallica and Peak will
not be obligated to complete the Transaction if the terms of the Notes
have not been amended to the satisfaction of Metallica and Peak. The
directors of Metallica and Peak have approved the proposed amendments.

The amendments will be made pursuant to an Extraordinary Resolution of
the Noteholders which requires a quorum of Noteholders representing
more than 51% of the principal amounts of the Notes being represented
at the Meeting and note less than 66 2/3% so represented voting in
favour. The Company may seek approval by written resolution of holders
of not less than 66 2/3% of the principal amount of the Notes. If
written approval is obtained in advance of the meeting, the Company
will cancel the Noteholders meeting. If approved, the Amended and
Restated Indenture will become effective on the date of the closing of
the Transaction. The Extraordinary Resolution includes a waiver of
provisions of the indenture replaced in the Amended and Restated
Indenture. The waiver will expire on the earlier of (A) September 30,
2008 or (B) seven day after the date on which shareholders of any of
the companies do not approve the Transaction at any meeting called to
approve the combination. Noteholders may, thereafter, exercise all of
their rights and remedies under the original Note Indenture and the
Amended and Restated Indenture will have no effect.

For more information contact:

Mr. Cliff Davis, President and Chief Executive Officer
or Ms. Laura Sandilands, Manager of Investor Relations
New Gold Inc.
70 University Avenue
Toronto, Ontario
M5J 2M4

Phone: (416) 977-1067
Toll free: (877) 977-1067


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 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 and
Indicated Resources, and the use the terms "measured" and "indicated
resources." We advise U.S. investors that, while those terms are
recognized and required by Canadian regulations, the U.S. Securities
and Exchange Commission does not recognize them. 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.
WARNING: The Company relies upon litigation protection for
"forward-looking" statements.

Associated File:
http://www.newgoldinc.com/i/pdf/04-25-08_Meeting-of-Noteholders.pdf
81 KB in size, approx. 16 seconds to download at 56.6Kbps

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Copyright (c) 2008 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 Fri Apr 25, 2008 at 7:41:14 AM Pacific Time
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