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
ContractArrangement Agreement • April 12th, 2011 • New Gold Inc. /FI • 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
