0000800166-11-000078 Sample Contracts

ARRANGEMENT AGREEMENT between NEW GOLD INC. and SILVER QUEST RESOURCES LTD. and INDEPENDENCE GOLD CORP. November 4, 2011
Arrangement 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”);

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November 4, 2011
Private and Confidential • December 9th, 2011 • New Gold Inc. /FI • Metal mining

This letter, together with the attached schedule, constitutes the Silver Quest Disclosure Letter referred to and defined in the arrangement agreement (the “Arrangement Agreement”) between Silver Quest Resources Ltd. (“Silver Quest”), New Gold Inc. (“New Gold”) and Independence Gold Corp. (“Independence Gold”) dated as of the date hereof.

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