(All amounts are in U.S. dollars unless otherwise
indicated)
TORONTO, March 14,
2025 /PRNewswire/ - New Gold Inc. ("New Gold" or
the "Company") (TSX: NGD) (NYSE American: NGD) announced
today that the tender offer (the "Tender Offer") commenced on
March 4, 2025 to purchase any and all
of its outstanding 7.50% Senior Notes due 2027 (the "Notes")
expired at 5:00 p.m. New York City
Time on March 13, 2025 (the
"Expiration Time").
According to D.F. King & Co., Inc., the tender agent for the
offer, valid tenders had been received at the expiration of the
offer in the amount and percentage set forth in the table
below.
Title of
Security
|
CUSIP
Numbers
|
Principal Amount
Outstanding
|
Principal Amount
Tendered
|
Percentage of
Principal Amount
Tendered
|
7.50% Senior
Notes due 2027
|
644535 AH9 (Rule 144A)
/
C62944 AD2 (Regulation S)
|
$400,000,000
|
$288,843,000(1)
|
72.21 %
|
(1)
|
Tendered principal
amount excludes $12,000 aggregate principal amount of the Notes
tendered pursuant to the guaranteed delivery procedures described
in the Offer to Purchase.
|
New Gold expects to accept for purchase all Notes validly
tendered and not validly withdrawn as of the Expiration Time and
expects to make payment for any such Notes on Tuesday, March 18, 2025. The settlement date for
Notes tendered pursuant to guaranteed delivery procedures is
expected to also be March 18,
2025.
New Gold will use a portion of the proceeds from the issuance of
$400 million aggregate principal
amount of its 6.875% Senior Notes due 2032 (the "New Notes"), which
is expected to close on March 18,
2025, for the payment of all Notes to be purchased in the
Tender Offer. New Gold's obligation to accept and pay for the
tendered Notes is conditioned on, among other things, the closing
of the offering of the New Notes (the "Notes Offering"). New Gold
intends, but is not obligated, to redeem any Notes that were not
tendered in the Tender Offer on or about July 15, 2025, at the then-applicable redemption
price of 100.00% of the principal amount, plus accrued and unpaid
interest to, but excluding, the redemption date. However, there can
be no assurance that any Notes will be redeemed.
The Tender Offer was made pursuant to the terms and conditions
contained in the Offer to Purchase and Notice of Guaranteed
Delivery, copies of which may be obtained from D.F. King & Co.,
Inc. by emailing NGD@dfking.com or by calling (800) 207-2872
or, for banks and brokers, (212) 269-5550. Copies of the Offer to
Purchase and Notice of Guaranteed Delivery are also available at
the following web address: www.dfking.com/NGD.
New Gold has retained BofA Securities and BMO Capital Markets to
serve as Dealer Managers for the Tender Offer. Questions regarding
the terms of the Tender Offer may be directed to BofA Securities at
+1 (980) 387-9534 (collect), +1 (888) 292-0070 (toll-free) or
debt_advisory@bofa.com or BMO Capital Markets at +1 (212)
702-1840 (collect), +1 (833) 418-0762 (toll-free) or
LiabilityManagement@bmo.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any contemporaneous notes offering, including the Notes
Offering, nor shall there be any sale of the securities issued in
such offering in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. This press
release does not constitute a notice of redemption under the
indenture governing the 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 press 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. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release
specifically include statements regarding the timing and outcome of
the Tender Offer, the Company's intention to redeem any notes not
tendered and the timing thereof and completion and timing of the
Notes Offering and the use of proceeds therefrom. Forward-looking
statements are subject to known and unknown risks, uncertainties
and other factors that may 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. Any forward-looking
statement applies only as of the date on which such statement is
made, and New Gold does not intend to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable
securities laws.
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SOURCE New Gold Inc.