Common use of Directors’ Approvals Clause in Contracts

Directors’ Approvals. The board of directors of New Gold has received an opinion from Macquarie Capital Markets Canada Ltd. that the Arrangement is fair, from a financial point of view, to New Gold and the directors of New Gold have unanimously: (i) determined that the Arrangement is fair to, and is in the best interests of, New Gold; (ii) resolved to recommend that the New Gold Shareholders vote in favour of the issuance by New Gold of the securities to be issued by New Gold in connection with the Arrangement; and (iii) authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.

Directors’ Approvals. The board of directors of New Gold has received an opinion from each of GMP Securities L.P. the financial advisors to the board of directors of New Gold, and Macquarie Capital Markets Canada Ltd. Ltd., that the Arrangement Transaction is fair, from a financial point of view, to the New Gold Shareholders and the directors of New Gold have unanimously: (i) determined that the Arrangement Transaction is fair to, to the New Gold Shareholders and is in the best interests of, of New Gold; (ii) resolved to recommend recommended that the New Gold Shareholders vote in favour of the issuance by New Gold of the securities to be issued by New Gold in connection with the ArrangementResolution; and (iii) authorized the entering into, executing and delivering into of this Agreement, and performing the obligations set out herein and to proceed with the Arrangementperformance of its provisions, by New Gold.