AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT April 29, 2015 between NEW GOLD INC. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • May 4th, 2015 • New Gold Inc. /FI • Metal mining • British Columbia
NOW, THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as follows:
INDENTURE Dated as of June 24, 2020 Among NEW GOLD INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 7.50% SENIOR NOTES DUE 2027Indenture • April 1st, 2021 • New Gold Inc. /FI • Metal mining • New York
INDENTURE, dated as of June 24, 2020, among New Gold Inc., a corporation existing under the laws of British Columbia (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and Computershare Trust Company, N.A., a national association, as Trustee.
LOCK-UP AGREEMENTLock-Up Agreement • June 18th, 2013 • New Gold Inc. /FI • Metal mining • British Columbia
WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of Company Shares (as hereinafter defined) and options to purchase Company Shares (the "Options") of Rainy River Resources Ltd. (the "Company"), as more particularly described herein;
UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2017 • New Gold Inc. /FI • Metal mining • Ontario
andCredit Agreement • March 31st, 2021 • New Gold Inc. /FI • Metal mining • Ontario
NEW GOLD INC. Purchase AgreementPurchase Agreement • March 27th, 2013 • New Gold Inc. /FI • Metal mining • New York
New Gold Inc., a corporation incorporated under the laws of British Columbia (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6.250% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 14, 2012 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), and will be fully and unconditionally guaranteed on an unsecured senior basis, jointly and severally, by each of the Guarantors (the “Guarantees”).
SHAREHOLDER RIGHTS PLAN AGREEMENT March 23, 2012 Amended and Approved by Shareholders May 2, 2012 between NEW GOLD INC. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • April 23rd, 2012 • New Gold Inc. /FI • Metal mining • British Columbia
NOW, THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as follows:
ACQUISITION AGREEMENT NEW GOLD INC. - and - RAINY RIVER RESOURCES LTD. May 31, 2013Acquisition Agreement • June 18th, 2013 • New Gold Inc. /FI • Metal mining • British Columbia
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • New Gold Inc. /FI • Metal mining • Ontario
BUSINESS COMBINATION AGREEMENT between NEW GOLD INC. - and - PEAK GOLD LTD. - and - METALLICA RESOURCES INC. Dated as of May 9, 2008Business Combination Agreement • June 10th, 2008 • New Gold Inc. /FI • Metal mining • Ontario
May 22, 2009 New Gold Inc. 3110-666 Burrard Street Vancouver, British Columbia V6C 2X8 Dear Sirs: Re: Arrangement between Western Goldfields Inc. (“WGI”) and New Gold Inc. (“New Gold”)New Gold Inc. /FI • May 29th, 2009 • Metal mining
This letter sets out our agreement with respect to certain matters in connection with the proposed business combination by way of arrangement pursuant to a business combination agreement dated as of March 3, 2009 between WGI and New Gold (the “Agreement”) and as amended by letter agreement dated April 8, 2009. For good and valuable consideration (for which receipt is hereby acknowledged by both of us), we agree as follows:
NEW GOLD INC.Credit Agreement • April 1st, 2022 • New Gold Inc. /FI • Metal mining • Ontario
BUSINESS COMBINATION AGREEMENT between NEW GOLD INC. - and - WESTERN GOLDFIELDS INC. March 3, 2009Business Combination Agreement • March 11th, 2009 • New Gold Inc. /FI • Metal mining • Ontario
New Gold wishes to acquire all of the issued and outstanding Western Common Shares in exchange for New Gold Common Shares; and
ContractArrangement Agreement • April 12th, 2011 • New Gold Inc. /FI • Metal mining • British Columbia
ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT is made as of the 3rd day of April, 2011, BETWEEN: NEW GOLD INC., a company existing under the laws of the Province of British Columbia (“Purchaser”) AND: RICHFIELD VENTURES CORP., a corporation existing under the laws of the Province of British Columbia (“Target”) WHEREAS: (A) Purchaser and Target are proposing to carry out a transaction pursuant to which Purchaser will acquire all of the issued and outstanding shares of Target; and (B) Purchaser and Target intend that the acquisition of Target by Purchaser be carried out under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia); THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the parties hereto do hereby covenant and agree as follows: ARTICLE 1 INTERPRETATION Definitions 1.1 Wh
PEAK GOLD LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE Providing for the Issue of 73,861,667 Common Share Purchase Warrants November 28, 2007New Gold Inc. /FI • November 28th, 2008 • Metal mining • Ontario
PEAK GOLD LTD., a corporation continued under the laws of the Province of British Columbia (hereinafter called the “Company”)
SUPPLEMENTAL WARRANT INDENTURESupplemental Warrant Indenture • November 28th, 2008 • New Gold Inc. /FI • Metal mining • British Columbia
NEW GOLD INC., a corporation incorporated under the laws of the Province of British Columbia (hereinafter called the "Company")
ACQUISITION AND FUNDING AGREEMENTAgreement • January 20th, 2010 • New Gold Inc. /FI • Metal mining • Ontario
NEW GOLD INC., a corporation incorporated under the laws of the Province of British Columbia (hereinafter referred to as “New Gold”),
UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2024 • New Gold Inc. /FI • Metal mining • Ontario
ContractNew Gold Inc. /FI • April 12th, 2011 • Metal mining
April 3, 2011 New Gold Inc. Suite 3110, 666 Burrard Street Vancouver, British Columbia V6C 2X8 Dear Sirs/Mesdames: Re: Arrangement Agreement dated April 3, 2011 between New Gold Inc. and Richfield Ventures Corp. – Disclosure Letter This letter, together with the attached schedules, constitutes the Target Disclosure Letter referred to and defined in the arrangement agreement (the “Arrangement Agreement”) between New Gold Inc. (the “Purchaser”) and Richfield Ventures Corp. (“Target” or “Richfield”) dated as of the date hereof. The purpose of the Target Disclosure Letter is to disclose to the Purchaser in the attached schedules the qualifications, modifications or exceptions to certain representations, warranties and covenants of Richfield contained in the Arrangement Agreement. The Target Disclosure Letter constitutes an integral part of the Arrangement Agreement. The numbering of the attached schedules corresponds to the same section in Schedule 2 of the Arrangement Agreement. For great
THIS AMENDED AND RESTATED FREE CASH FLOW ROYALTY AGREEMENT (this “Agreement”) dated as of May 22, 2024.Free Cash Flow Royalty Agreement • May 24th, 2024 • New Gold Inc. /FI • Metal mining • Ontario
DRC RESOURCES CORPORATION Afton Copper-Gold Project CONTRACT AGREEMENTContract Agreement • April 12th, 2005 • DRC Resources Corp /Fi • Metal mining • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and undertakings herein contained the parties agree as follows:
New Gold Inc., as Issuer AND as Trustee Indenture Dated as of [ ] New Gold Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]Indenture • May 13th, 2024 • New Gold Inc. /FI • Metal mining • New York
ContractFacilities Lease Agreement • October 30th, 2009 • New Gold Inc. /FI • Metal mining
CONFORMED COPY Amendment and restatement agreement relating to a credit agreement originally dated 30 March 2007 as amended and restated on 31 May 2007 and as further amended on 29 June 2007, 16 July 2007, 14 August 2007, 14 August 2008, 18 December 2008, 9 January 2009, 9 July 2009 and 4 August 2009 Dated 7 October 2009 Western Mesquite Mines, Inc. (as Borrower) Western Goldfields Inc. (WGI) Western Goldfields (USA) Inc. (WGI (USA)) Investec Bank plc (as Mandated Lead Arranger) Commonwealth Bank of Australia (as Lead Arranger) Investec Bank plc (as Agent) Investec Bank plc (as Security Trustee) The Banks The Hedging Banks Denton Wilde Sapte LLP One Fleet Place London EC4M 7WS United Kingdom T +44 (0)20 7242 1212 F +44 (0)20 7246 7777 Telex 887793 DX 242 info@dentonwildescapte.com www.dentonwildesapte.com International Lawyers
SERVICES CONTRACT THIS AGREEMENT made to have effect the 23rd day of April, 2003Services Contract • June 27th, 2003 • DRC Resources Corp /Fi • British Columbia
DRC RESOURCES CORPORATION., a body corporate duly incorporated under the laws of the Province of British Columbia and having its principal place of business at 595 Howe Street, Suite 601, Vancouver, BC, V3C 2T5
CONTRACT FOR SERVICESContract for Services • April 12th, 2005 • DRC Resources Corp /Fi • Metal mining • British Columbia
DRC RESOURCES CORPORATION., a body corporate duly incorporated under the laws of the Province of British Columbia and having its principal place of business at Suite 601 - 595 Howe Street, Vancouver, BC
ARRANGEMENT AGREEMENT between NEW GOLD INC. and SILVER QUEST RESOURCES LTD. and INDEPENDENCE GOLD CORP. November 4, 2011Arrangement Agreement • December 9th, 2011 • New Gold Inc. /FI • Metal mining • British Columbia
New Gold and Silver Quest entered into a binding letter agreement dated October 16, 2011 (the “Letter Agreement”), pursuant to which they agreed to complete a business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Transaction”);
NEW GOLD INC. Purchase AgreementPurchase Agreement • April 13th, 2012 • New Gold Inc. /FI • Metal mining • New York
New Gold Inc., a corporation incorporated under the laws of British Columbia (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 7.000% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of April 5, 2012 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), and will be fully and unconditionally guaranteed on an unsecured senior basis, jointly and severally, by each of the Guarantors (the “Guarantees”).
SILVER QUEST DISCLOSURE MEMORANDUMNew Gold Inc. /FI • October 31st, 2011 • Metal mining
This memorandum constitutes the Silver Quest Disclosure Memorandum referred to in the letter agreement dated October 16, 2011 between Silver Quest Resources Ltd. And New Gold Inc. (the “Letter Agreement”). All terms not otherwise defined herein have the meaning ascribed to such terms in the Letter Agreement. All information provided is given as at the date hereof unless otherwise indicated.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2020 • New Gold Inc. /FI • Metal mining • British Columbia
NEW GOLD INC., a corporation existing under the laws of British Columbia and having an office at Suite 3320, 181 Bay Street, Toronto, Ontario, M5J 2T3
DATED AS OF JUNE 28, 2007 NEW GOLD INC. AS ISSUER and COMPUTERSHARE TRUST COMPANY OF CANADA AS DEBENTURE TRUSTEE DEBENTURE INDENTURE PROVIDING FOR THE ISSUE OF UP TO $60,500,000 5% SUBORDINATED CONVERTIBLE DEBENTURES DUE JUNE 28, 2014New Gold Inc. /FI • December 4th, 2008 • Metal mining • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, and duly authorized to carry on the trust business in each province of Canada
October 16, 2011Letter Agreement • October 31st, 2011 • New Gold Inc. /FI • Metal mining • British Columbia
THIS SUPPLEMENTAL WARRANT INDENTURE dated as of June 30, 2008Supplemental Warrant Indenture • December 17th, 2008 • New Gold Inc. /FI • Metal mining • British Columbia
NEW GOLD INC., a corporation incorporated under the laws of the Province of British Columbia (hereinafter called the "Company")
NEW GOLD INC. as Borrower and THE BANK OF NOVA SCOTIA AND RBC CAPITAL MARKETS as Co-Lead Arrangers and Joint Book Runners and THE BANK OF NOVA SCOTIA as Administrative Agent and ROYAL BANK OF CANADA as Syndication Agent and JPMORGAN CHASE BANK, N.A.,...Credit Agreement • March 27th, 2015 • New Gold Inc. /FI • Metal mining • Ontario
EXECUTIVE SERVICES CONTRACT THIS AGREEMENT made to have effect the 23rd day of April, 2003Executive Services Contract • June 27th, 2003 • DRC Resources Corp /Fi • British Columbia
DRC RESOURCES CORPORATION., a body corporate duly incorporated under the laws of the Province of British Columbia and having its principal place of business at 595 Howe Street, Suite 601, Vancouver, BC, V3C 2T5
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • May 3rd, 2011 • New Gold Inc. /FI • Metal mining • British Columbia
THIS AMENDMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the parties hereto do hereby covenant and agree as follows:
