Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2024.

Commission File Number 001-31722

New Gold Inc.

Suite 3320 – 181 Bay Street

Toronto, Ontario M5J 2T3

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DOCUMENTS FILED AS PART OF THIS FORM 6-K


Exhibit						Description
99.1						Consolidated Financial Statements for the year ended December 31, 2023

99.2						Management’s Discussion and Analysis for the year ended December 31, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW GOLD INC.

By:

/s/ Sean Keating

Date: February 13, 2024

Sean Keating

Vice President, General Counsel and Corporate Secretary

Exhibit


Contents


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS			2
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING			3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			6
CONSOLIDATED INCOME STATEMENTS			8
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME			9
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION			10
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY			11
CONSOLIDATED STATEMENTS OF CASH FLOW			12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			13
1. Description of business and nature of operations			13
2. Basis of preparation and material accounting policies			13
3. Critical judgements in the application of accounting policies			24
4. Expenses			27
5. Trade and other receivables			28
6. Investments			29
7. Trade and other payables			29
8. Inventories			29
9. Mining interests			30
10. Long-term debt			31
11. Non-current derivative financial liabilities			33
12. Leases			35
13. Derivative instruments			36
14. Reclamation and closure cost obligations			38
15. Share capital			39
16. Income and mining taxes			41
17. Supplemental cash flow information			44
18. Segmented information			45
19. Capital risk management			47
20. Financial risk management			48
21. Fair value measurement			52
22. Compensation of key management personnel			55
23. Commitments			55

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Exhibit

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements, the notes thereto and other financial information contained in the Management’s Discussion and Analysis have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are the responsibility of the management of New Gold Inc. The financial information presented in the Management’s Discussion and Analysis is consistent with the data that is contained in the consolidated financial statements. The consolidated financial statements, where necessary, include amounts which are based on the best estimates and judgment of management.

In order to discharge management’s responsibility for the integrity of the financial statements, the Company maintains a system of internal accounting controls. These controls are designed to provide reasonable assurance that the Company’s assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization, proper records are maintained and relevant and reliable financial information is produced. These controls include maintaining quality standards in hiring and training of employees, policies and procedures manuals, a corporate code of conduct and ensuring that there is proper accountability for performance within appropriate and well-defined areas of responsibility. The system of internal controls is further supported by a compliance function, which is designed to ensure that we and our employees comply with securities legislation and conflict of interest rules.

The Board of Directors is responsible for overseeing management’s performance of its responsibilities for financial reporting and internal control. The Audit Committee, which is composed of non-executive directors, meets with management as well as the external auditors to ensure that management is properly fulfilling its financial reporting responsibilities to the Directors who approve the consolidated financial statements. The external auditors have full and unrestricted access to the Audit Committee to discuss the scope of their audits, the adequacy of the system of internal controls and review financial reporting issues.

The consolidated financial statements have been audited by Deloitte LLP, the Company’s independent registered public accounting firm, in accordance with standards of the Public Company Accounting Oversight Board (United States).


(Signed) Patrick Godin			(Signed) Keith Murphy

Patrick Godin			Keith Murphy
President and			Executive Vice President and
Chief Executive Officer			Chief Financial Officer

Toronto, Canada

February 13, 2024

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Exhibit

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel. This provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company’s internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management, under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d—15(f) under the Exchange Act as of December 31, 2023. In making this assessment, it used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on those criteria. There are no material weaknesses that have been identified by management.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Deloitte LLP, the Company’s independent registered public accounting firm, as stated in their report immediately preceding the Company’s audited consolidated financial statements for the year ended December 31, 2023.


(Signed) Patrick Godin			(Signed) Keith Murphy

Patrick Godin			Keith Murphy
President and			Executive Vice President and
Chief Executive Officer			Chief Financial Officer

Toronto, Canada

February 13, 2024

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Exhibit

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of New Gold Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of New Gold Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated income statements, statements of comprehensive loss, changes in equity and cash flow, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Exhibit

Mining Interests — Assessment of Whether Indicators of Impairment or Impairment Reversal Exist —Refer to Notes 2, 3 and 9 to the financial statements.

Critical Audit Matter Description

The Company’s determination of whether or not an indicator of impairment or impairment reversal exists in mining interests at the cash generating unit (CGU) levels requires significant management judgment.

While there are several factors that are required to determine whether or not an indicator of impairment or impairment reversal exists, the judgments with the highest degree of subjectivity are future commodity prices (for both gold and copper), the discount rate, and the in-situ ounce multiples. Auditing these estimates and inputs required a high degree of subjectivity in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort, including the involvement of fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the future commodity prices (for both gold and copper), the discount rate, and the in-situ ounce multiples in the assessment of indicators of impairment or impairment reversal included the following, among others:

•Evaluated the effectiveness of the Company’s controls over management’s assessment of indicators of impairment or impairment reversal.

•With the assistance of fair value specialists;

◦Evaluated the future commodity prices (for both gold and copper) by comparing forecasts to third party forecasts;

◦Evaluated the reasonableness of the discount rate by comparing to independent market data; and

◦Evaluated the reasonableness of management’s determination of the in-situ ounce multiples by comparing to independent market data.

“/s/ Deloitte LLP”

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 13, 2024

We have served as the Company's auditor since 2007.

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Exhibit

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of New Gold Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of New Gold Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023 of the Company and our report dated February 13, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

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Exhibit

authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

“/s/ Deloitte LLP”

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 13, 2024

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Exhibit

CONSOLIDATED INCOME STATEMENTS


		Year ended December 31
(in millions of U.S. dollars, except per share amounts)	Note		2023	2022
Revenues	18		786.5	604.4
Operating expenses	4		450.4	382.7
Depreciation and depletion			234.2	195.4
Revenue less cost of goods sold			101.9	26.3
Corporate administration			24.5	21.3
Corporate restructuring	22		—	2.1
Share-based payment expenses	15		5.4	2.6
Exploration and business development			10.2	16.0
Income (loss) from operations			61.8	(15.7)
Finance income	4		7.5	3.8
Finance costs	4		(13.2)	(27.8)
Other losses	4		(115.3)	(25.7)
Loss before taxes			(59.2)	(65.4)
Income tax expense	16		(5.3)	(1.4)
Net loss			(64.5)	(66.8)
Loss per share
Basic	15		(0.09)	(0.10)
Diluted	15		(0.09)	(0.10)
Weighted average number of shares outstanding (in millions)
Basic	15		684.0	681.9
Diluted	15		684.0	681.9

See accompanying notes to the consolidated financial statements.

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Exhibit

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


		Year ended December 31
(in millions of U.S. dollars)	Note		2023	2022
Net loss			(64.5)	(66.8)
Other comprehensive (loss) income
(Loss) gain on revaluation of non-current derivative financial liabilities	11		(111.3)	68.4


Total comprehensive (loss) income			(175.8)	1.6

See accompanying notes to the consolidated financial statements.

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Exhibit

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


		As at December 31	As at December 31
(in millions of U.S. dollars)	Note	2023	2022
ASSETS
Current assets
Cash and cash equivalents		185.5	200.8
Trade and other receivables	5	16.3	14.1
Inventories	8	126.7	115.7
Current income tax receivable		0.5	—
Investments	6	7.1	35.6
Prepaid expenses and other		15.7	11.3
Total current assets		351.8	377.5
Mining interests	9	1,927.2	1,863.9
Other assets		2.1	2.1
Deferred tax assets	16	4.9	—
Total assets		2,286.0	2,243.5
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables	7	229.0	170.9
Current income tax payable		—	0.3
Total current liabilities		229.0	171.2
Reclamation and closure cost obligations	14	123.4	119.5
Non-current derivative financial liabilities	11	667.6	525.5
Long-term debt	10	396.0	394.9
Deferred tax liabilities	16	74.8	66.8
Lease obligations	12	2.6	1.3
Other liabilities		3.4	4.8

Total liabilities		1,496.8	1,284.0
Equity
Common shares	15	3,163.5	3,157.1
Contributed surplus		106.9	107.8
Other reserves		(135.9)	(24.6)
Deficit		(2,345.3)	(2,280.8)
Total equity		789.2	959.5
Total liabilities and equity		2,286.0	2,243.5

See accompanying notes to the consolidated financial statements.

Approved and authorized by the Board of Directors on February 13, 2024


"Ian Pearce"						"Marilyn Schonberner"
Ian Pearce, Director						Marilyn Schonberner, Director

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Exhibit

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


		Year ended December 31
(in millions of U.S. dollars)	Note	2023	2022
COMMON SHARES
Balance, beginning of period		3,157.1	3,155.4

Issuance of common shares under First Nations agreements	15	0.1	0.5
Issuance of flow through shares	15	2.3	—
Exercise of options and vested performance share units	15	4.0	1.2
Balance, end of period		3,163.5	3,157.1
CONTRIBUTED SURPLUS
Balance, beginning of period		107.8	107.5
Exercise of options and vested performance share units	15	(1.7)	(1.1)
Equity settled share-based payments	15	0.8	1.4
Balance, end of period		106.9	107.8
OTHER RESERVES
Balance, beginning of period		(24.6)	(93.0)
(Loss) gain on revaluation of non-current derivative financial liabilities	11	(111.3)	68.4
Balance, end of period		(135.9)	(24.6)
DEFICIT
Balance, beginning of period		(2,280.8)	(2,214.0)
Net loss		(64.5)	(66.8)
Balance, end of period		(2,345.3)	(2,280.8)
Total equity		789.2	959.5

See accompanying notes to the consolidated financial statements.

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Exhibit

CONSOLIDATED STATEMENTS OF CASH FLOW


		Year ended December 31
(in millions of U.S. dollars)	Note		2023	2022
OPERATING ACTIVITIES
Net loss			(64.5)	(66.8)
Adjustments for:

Foreign exchange loss (gain)			3.3	(4.8)
Depreciation and depletion			235.1	195.9

Other non-cash adjustments	17		113.7	36.6
Income tax expense	16		5.3	1.4
Finance income	4		(7.5)	(3.8)
Finance costs	4		13.2	27.8
Reclamation and closure costs paid	14		(2.4)	(4.0)
			296.2	182.3
Change in non-cash operating working capital	17		(5.8)	9.1
Income taxes paid			(2.8)	(0.7)
Cash generated from operations			287.6	190.7
INVESTING ACTIVITIES
Mining interests			(265.9)	(292.9)

Transaction costs from sale of Blackwater stream(1)			—	(2.6)

Tax refunds collected from Mesquite sale(2)			—	12.8
Proceeds from sale of equity investments	6		25.3	—
Proceeds from sale of other assets			—	0.9
Investment and other financial instrument acquisitions			(0.9)	(4.0)


Interest received			7.5	3.9
Cash used by investing activities			(234.0)	(281.9)
FINANCING ACTIVITIES
Repayment of long-term debt and premium paid			—	(101.6)

Proceeds received from issuance of shares			5.1	0.9
Lease payments			(9.3)	(10.3)
Cash settlement of non-current derivative financial liabilities	11		(28.9)	(36.4)
Interest paid			(35.5)	(37.6)


Cash used by financing activities			(68.6)	(185.0)
Effect of exchange rate changes on cash and cash equivalents			(0.3)	(4.5)
Change in cash and cash equivalents			(15.3)	(280.7)
Cash and cash equivalents, beginning of period			200.8	481.5
Cash and cash equivalents, end of period			185.5	200.8
Cash and cash equivalents are comprised of:
Cash			140.6	167.7
Short-term money market instruments			44.9	33.1
			185.5	200.8

1.In 2021 the Company disposed of the Blackwater gold stream for $300.0 million. Blackwater stream transaction costs of $2.6 million were paid in 2022.

2.In September 2022, the Company collected the $12.8 million receivable for outstanding income tax refunds at Mesquite.

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Exhibit

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2023

(Amounts expressed in millions of U.S. dollars, except per share amounts and unless otherwise noted)

1. Description of business and nature of operations

New Gold Inc. (“New Gold” or the “Company”) is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”).

The Company is a corporation governed by the Business Corporations Act (British Columbia). The Company’s shares are listed on the Toronto Stock Exchange and the NYSE American under the symbol NGD. The Company’s registered office is located at 925 West Georgia Street, Suite 1600, Vancouver, British Columbia, V6C 3L2, Canada. The Company's head office is located at 181 Bay Street, Suite 3320, Toronto, Ontario M5J 2T3.

2. Basis of preparation and material accounting policies

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IASB”), referred to as “IFRS”. These consolidated financial statements were approved by the Board of Directors of the Company on February 13, 2024.

(b) Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for those assets and liabilities that are measured at fair values at the end of each reporting period. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Subsidiaries

These consolidated financial statements include the financial statements of the Company and entities controlled by the Company (“Subsidiaries”). Control exists when the Company is exposed, or has rights to variable returns from its involvement with the Subsidiary and has the ability to affect those returns through its power over the Subsidiary.

The Company's principal subsidiary is Minera San Xavier S.A. de C.V. ("MSX"). MSX's country of incorporation is Mexico where it is currently in the reclamation phase of operations. The Company holds a 100% interest in MSX as at December 31, 2023 (December 31, 2022 - 100%). All material intercompany transactions, balances, revenues and expenses are eliminated on consolidation.

(d) Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. These highly liquid investments only comprise short-term Canadian and United States government treasury bills and other evidences of indebtedness and treasury bills of the Canadian provinces with a minimum credit rating of R-1 mid from the Dominion Bond Rating

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Exhibit

Service or an equivalent rating from Standard & Poor’s and Moody’s. In addition, the Company invests in bankers’ acceptances and other evidences of indebtedness of certain financial institutions, including Canadian banks.

(e) Inventories

Finished goods, work-in-process, and stockpiled ore are valued at the lower of weighted average production cost or net realizable value. Production costs include the cost of raw materials, direct labour, mine-site overhead expenses and depreciation and depletion of mining interests. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future production costs to convert the inventories into a saleable form. At operations where ore extracted contains a significant amount of metals other than gold, primarily copper or silver, cost is allocated between the joint products on a pro rata basis.

Stockpiles represent ore that has been extracted from the mine and is available for further processing. Costs are added to stockpiles based on current mining costs, including applicable overhead and depreciation and depletion relating to mining operations. Costs are removed at each stockpile’s average cost per recoverable unit as material is processed.

Work-in-process inventory represents materials that are currently in the process of being converted into finished goods. The average production cost of finished goods represents the average cost of work-in-process inventories incurred prior to the refining process, plus applicable refining, selling, shipping costs and associated royalties.

Supplies are measured at weighted average cost. In the event that the net realizable value of the finished product, the production of which the supplies are held for use in, is lower than the expected cost of the finished product, the supplies are written down to net realizable value.

(f) Mining interests

Mining properties

The costs associated with mining properties include acquired interests in production, development and exploration stage properties representing the fair value at the time they were acquired.

Mining properties include costs directly attributable to bringing a mineral asset into the state where it is capable of operating in the manner intended by management. The determination of development costs to be capitalized during the production stage of a mine operation requires the use of judgments and estimates.

The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons. The estimation of recoverable reserves will be impacted by forecasted commodity prices, exchange rates, production costs and recoveries amongst other factors. Changes in the reserve or resource estimates may impact the carrying value of assets and depreciation and impairment charges recorded in the consolidated income statement.

A mining property is considered to be capable of operating in a manner intended by management when it commences commercial production. Upon commencement of commercial production, a mining property is depleted on a unit-of-production method. Unit-of-production depletion rates are determined based on the estimated recoverable proven and probable mineral reserves at the mine.

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Exhibit

Costs related to property acquisitions are capitalized until the viability of the mineral property is determined. When either external or internal triggering events determine that a property is not economically recoverable, the capitalized costs are written off.

The costs associated with the acquisition of land holdings are included within mining interest and are not depleted.

Exploration and evaluation

Exploration and evaluation costs are expensed until the probability that future economic benefits will flow to the entity and the asset cost or value can be measured reliably. Management uses the following criteria to determine the economic recoverability and probability of future economic benefits:

•The Company controls access to the benefit;

•Internal project economics are beneficial to the Company;

•The project is technically feasible; and

•Costs can be reliably measured.

Further development expenditures are capitalized to the property.

Drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contains proven and probable reserves are exploration expenditures and are expensed as incurred to the date of establishing that property costs are economically recoverable. Further development expenditures, subsequent to the establishment of economic recoverability, are capitalized to the property.

Property, plant and equipment

Property, plant and equipment consists of buildings and fixtures, processing equipment and surface and underground fixed and mobile equipment.

Depreciation and depletion rates of major categories of asset costs

Mining properties are depleted using a unit-of-production method over the estimated economic life of the mine to which they relate. Management reviews the estimated total recoverable ounces contained in depletable reserves at each financial year end, and when events and circumstances indicate that such a review should be made. Plant and equipment is depreciated using unit-of-production or straight-line method over their estimated useful lives, or the remaining life of the mine, if shorter. Right-of-use assets are depreciated using the straight-line method over the remaining lease term, or the remaining life of the mine, if shorter. In the current year, the Company updated the remaining useful life of plant and machinery that are amortized over the life-of-mine in order to reflect the updated life-of-mine plans. Plant and machinery amortized over the life-of-mine have a remaining useful life of 8 years (2022 - 9 years). Changes to estimated useful lives are applied prospectively.


Asset class			Estimated useful life (years)
Plant and machinery			3 - 8
Mobile equipment			5 - 6

15 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

Capitalized borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that takes a substantial period of time to get ready for its intended use are capitalized until such time that the assets are substantially ready for their intended use. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of interest rates applicable to relevant general borrowings of the Company during the period, to a maximum of actual borrowing costs incurred. Capitalization of interest is suspended during extended periods in which active development is interrupted.

Stripping costs in surface mining

As part of its operations, the Company incurs stripping costs both during the development phase and production phase of its operations. Stripping costs incurred by the Company as part of development stage mining activities are deferred and capitalized as part of mining properties.

Stripping costs incurred during the production stage are incurred in order to produce inventory or to improve access to ore which will be mined in the future. Where the costs are incurred to produce inventory, the production stripping costs are accounted for as a cost of producing those inventories. Where the costs are incurred to improve access to ore which will be mined in the future, the costs are deferred and capitalized to the statement of financial position as a stripping activity asset (included in mining interest) if the following criteria are met: improved access to the ore body is probable; the component of the ore body can be accurately identified; and the costs relating to the stripping activity associated with the component can be reliably measured. If these criteria are not met, the costs are expensed in the period in which they are incurred.

The stripping activity asset is subsequently depleted using the units-of-production depletion method over the life of the identified component of the ore body to which access has been improved as a result of the stripping activity.

Derecognition

Upon sale or abandonment, the cost of the asset and related accumulated depreciation or depletion are removed from the accounts and any gains or losses thereon are recognized in net earnings.

(g) Impairment of long-lived assets

The Company reviews and evaluates its mining interests for indicators of impairment (or impairment reversal) at the end of each reporting period. Impairment assessments are conducted at the level of cash-generating units (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each operating mine represents a separate CGU as each mine site or development project has the ability or the potential to generate cash inflows that are separately identifiable and independent of each other. If an indication of impairment or impairment reversal exists, the recoverable amount of the CGU is estimated. An impairment loss is recognized when the carrying amount of the CGU is in excess of its recoverable

16 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

amount. An impairment reversal is recognized when the recoverable amount is in excess of the CGU carrying amount.

The recoverable amount of a mine site is the greater of its fair value less costs to dispose and value in use. In determining the recoverable amounts of the Company’s mine sites, the Company uses the fair value less costs to dispose as this will generally be greater than or equal to the value in use. When there is no binding sales agreement, fair value less costs to dispose is estimated as the discounted future after-tax cash flows expected to be derived from a mine site, less an amount for costs to dispose estimated based on similar past transactions. The inputs used in the fair value measurement constitute Level 3 inputs under the fair value hierarchy. When discounting estimated future cash flows, the Company uses an after-tax discount rate that would approximate what market participants would assign. Estimated cash flows are based on expected future production, metal selling prices, operating costs and capital costs. If the recoverable amount of a mine site is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The carrying amount of each mine site includes the carrying amounts of mining properties, plant and equipment, and certain deferred tax balances. Impairment losses are recognized as expenses in the period they are incurred. The allocation of an impairment loss, if any, for a particular mine site to its assets is based on the relative book values of these assets at the date of impairment, to the extent that the impairment allocation does not reduce the carrying values of these asset classes below their recoverable amounts.

The Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognized in prior periods for a long-lived asset may no longer exist or may have decreased. If any such indication exists, the Company estimates the recoverable amount of that CGU. A reversal of an impairment loss is recognized up to the lesser of the recoverable amount or the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the CGU in prior years. Reversals of impairment losses are recognized in net earnings in the period the reversals occur. There were no indicators of impairment or impairment reversal for the years ended December 31, 2023 and December 31, 2022.

(h) Reclamation and closure cost obligations

The Company’s mining and exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. The Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. The Company has recorded a liability and corresponding asset for the estimated future cost of reclamation and closure, including site rehabilitation and long-term treatment and monitoring costs. These costs represent management’s best estimates which incorporate assumptions on the effects of inflation, movements in foreign exchange rates and the effects of country and other specific risks associated with the related liabilities. The costs are discounted to net present value using the risk free rate applicable to the future cash outflows. Such estimates are, however, subject to changes in laws and regulations or changes to market inputs to the decommissioning model.

The present value of estimated costs is recorded in the period in which the asset is installed or the environment is disturbed and a reasonable estimate of future costs and discount rates can be made.

After the initial measurement, the obligation is adjusted to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The increase in the provision due to the passage of time is recognized in finance costs, whereas increases and decreases due to changes in the estimated

17 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

future cash flows are capitalized and depreciated over the life of the related asset unless the amount deducted from the cost exceeds the carrying value of the asset, in which case the excess is recorded in net earnings. Actual costs incurred upon settlement of the site restoration obligation are charged against the provision to the extent the provision was established for those costs. Upon settlement of the liability, a gain or loss may be recorded in net earnings.

(i) Income taxes

The income tax expense or benefit for the period consists of two components: current and deferred.

Current Tax

The tax currently payable is based on taxable earnings for the year. Taxable earnings differ from earnings before taxes due to items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the statement of financial position date in each of the jurisdictions and includes any adjustments for taxes payable or recovery in respect of prior periods.

Deferred Tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated statement of financial position and the corresponding tax base used in the computation of taxable net earnings. Deferred tax is calculated based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply in the year of realization or settlement based on tax rates and laws enacted or substantively enacted at the statement of financial position date.

Deferred tax liabilities are generally recorded for all taxable temporary differences. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in Subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.

Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable earnings will be available against which those deductible temporary differences can be utilized. The carrying amount of the deferred tax assets are reviewed at each statement of financial position date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Current and deferred tax for the year

Current and deferred tax are recognized in net earnings except when they arise as a result of items recognized in other comprehensive income or directly in equity in the current or prior periods, in which case the related current and deferred income taxes are also recognized in other comprehensive income or directly in equity, respectively.

18 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(j) Foreign currency translation

The functional currency of the Company and the presentation currency of the consolidated financial statements is the United States dollar (“U.S. dollar”).

Management determines the functional currency by examining the primary economic environment of each operating mine, development and exploration project. The Company considers the following factors in determining its functional currency:

•The main influences of sales prices for goods and the country whose competitive forces and regulations mainly determine the sales price;

•The currency that mainly influences labour, material and other costs of providing goods;

•The currency in which funds from financing activities are generated; and

•The currency in which receipts from operating activities are usually retained.

When preparing the consolidated financial statements of the Company, the Company translates non-U.S. dollar balances into U.S. dollars as follows:

•Mining interest and equity method investments using historical exchange rates;

•Financial instruments measured at fair value through profit or loss using the closing exchange rate as at the statement of financial position date with translation gains and losses recorded in net earnings;

•Deferred tax assets and liabilities using the closing exchange rate as at the statement of financial position date with translation gains and losses recorded in net earnings;

•Other assets and liabilities using the closing exchange rate as at the statement of financial position date with translation gains and losses recorded in net earnings; and

•Income and expenses are translated at the exchange rate in effect on the dates they occur, except for expenses that relate to non-monetary assets and liabilities measured at historical rates, which are translated using the same historical rate as the associated non-monetary assets and liabilities.

(k) Earnings (loss) per share

Earnings (loss) per share calculations are based on the weighted average number of common shares and common share equivalents issued and outstanding during the year. Diluted earnings per share are calculated using the treasury stock method. This requires the calculation of diluted earnings per share by assuming that outstanding stock options, deferred share units, and performance share units with an average market price that exceeds the average exercise price of the options for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common share for the year.

19 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(l) Revenue recognition

Revenue from the sale of metals and metals in concentrate is recognized when the Company satisfies the performance obligations associated with the sale. Typically, this is accomplished when control over the metals and metals in concentrate are passed from the Company to the buyer. Factors that may indicate the point in time at which control passes include:

•The Company has transferred to the purchaser the significant risks and rewards of ownership;

•The Company has transferred legal title to the asset sold to the purchaser;

•The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

•The Company has transferred physical possession of the asset to the purchaser;

•The Company has present right to payment; and

•The purchaser has accepted the asset.

Revenue from the sale of metals in concentrate may be subject to adjustment upon final settlement of estimated metal prices, weights and assays. Revenue is initially recognized based on the estimated fair value of the total consideration receivable. Adjustments to revenue for metal prices and other adjustments are recorded at each period end and on final settlement. Refining and treatment charges are netted against revenue for sales of metal concentrate.

(m) Financial assets

Financial assets are initially measured at fair value and are subsequently measured at either amortized cost or fair value through profit or loss, depending on the classification of the financial assets. The classification of assets is driven by the Company’s business model for managing financial assets and their contractual cash flow characteristics.

The fair value of financial instruments traded in active markets is based on quoted market prices at the date of the statement of financial position. The quoted market price used for financial assets held by the Company is the last bid price of the day. The Company has categorized its financial assets in accordance with International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”) into one of the following two categories:


Category under IFRS 9			Description
Fair value through profit or loss			Includes marketable securities, gold and copper swap contracts, foreign exchange forward contracts, fuel hedge swap contracts, and other financial assets designated to this category under the fair value option. The Company has assessed the contractual cash flows of its provisionally priced contracts in accordance with IFRS 9 and has classified these contracts as fair value through profit or loss (“FVTPL”).
Financial assets at amortized cost			Includes cash and cash equivalents, and trade receivables at amortized cost.

20 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

Marketable equity securities

Marketable equity securities are designated on initial recognition as financial assets measured at FVTPL. Marketable securities are measured at FVTPL at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. Fair value is determined by applying the quoted price for each marketable equity security to the number of instruments held at each reporting period end.

(n) Financial liabilities

Financial liabilities are accounted for at amortized cost except for those at FVTPL which includes liabilities designated as FVTPL and derivatives. Financial liabilities classified as FVTPL or those which are designated as FVTPL under the fair value option are measured at fair value with unrealized gains and losses recognized in net earnings. In cases where financial liabilities are designated as FVTPL, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the Income statement. Financial liabilities at amortized cost are initially measured at fair value net of transaction costs, and subsequently measured at amortized cost.

The Company has classified its financial liabilities in accordance with IFRS 9 into one of the following two categories:


Category under IFRS 9			Description
Fair value through profit or loss			Includes provisions related to the RSU plans, DSU plans and the cash settled portion of the PSU plans, foreign exchange forward contracts, the Rainy River gold stream obligation, and the New Afton free cash flow interest obligation.
Financial liabilities at amortized cost			Includes trade and other payables and long-term debt.

(o) Derivative instruments

Derivative instruments, including embedded derivatives, are recorded at fair value on initial recognition and at each subsequent reporting period. Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are recorded in net earnings.

Non-current derivative financial liabilities

The Company has a gold stream agreement with RGLD Gold AG (the "Rainy River gold stream obligation"), a wholly owned subsidiary of Royal Gold Inc. (“Royal Gold”) and a strategic partnership with Ontario Teachers’ Pension Plan (“Ontario Teachers’”) whereby Ontario Teachers' holds a 46% free cash flow interest in the New Afton mine (the "New Afton free cash flow interest obligation"). For accounting purposes, the Company has determined that these obligations represent financing contracts with embedded derivatives. The value of the embedded derivatives changes in response to various factors, such as metal prices and the economic output of the underlying mines. As these obligations have embedded derivatives that would otherwise need to be accounted for separately at FVTPL, the Company has designated the deposit received from the counterparties as a financial liability at FVTPL, with initial and subsequent measurement at fair value, as permitted under IFRS 9, for both instruments. Transaction costs directly attributable to non-current derivative financial liabilities were expensed through profit or loss.

Fair value of the non-current derivative financial liabilities on initial recognition was determined by the amount of the cash advance received. Subsequent fair value is calculated on each reporting date with gains and losses recorded in net earnings. Fair value adjustments as a result of the Company’s own credit risk are recorded in the consolidated statement of comprehensive loss, as required by IFRS 9 for financial liabilities designated as at FVTPL. Components of the adjustment to fair value for the non-

21 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

current derivative financial liabilities at each reporting date include:


Financial instrument			Components of the adjustment to fair value
Rainy River gold stream obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices
New Afton free cash flow interest obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices •Change in production profile, operating and capital costs at New Afton, including considerations to the minimum cash guarantee over the first four years of the instrument.

Provisional pricing

Certain products are “provisionally priced” whereby the selling price is subject to final adjustment. The final price is based on the market price at the relevant quotation point stipulated in the contract. As is customary in the industry, revenue on provisionally priced sales is recognized based on estimates of the fair value of the consideration receivable based on relevant forward market prices. At each reporting date, provisionally priced metal is marked to market based on the forward selling price for the quotational period stipulated in the contract. For this purpose, the selling price can be measured reliably for those products, such as gold and copper, for which there exists active and freely traded commodity markets. The marking to market of provisionally priced sales contracts is recorded as an adjustment to revenue.

Gold and copper swaps

In order to mitigate a portion of the metal price exposure associated with the time lag between the provisional and final determination of concentrate sales, the Company has entered into cash settled derivative gold and copper contracts to swap future contracted monthly average metal prices for fixed metal prices. At each reporting date, these gold and copper swap agreements are marked to market based on corresponding forward gold and copper prices. The marking to market of gold and copper swap agreements is recorded as an adjustment to revenue.

Foreign exchange forward contracts

To hedge operating costs against foreign currency exposure, the Company has entered into foreign exchange forward contracts. These contracts are treated as derivative financial instruments and marked to market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses and other gains and losses.

Fuel hedge swap contracts

To reduce exposure to volatile fuel prices, the Company entered into diesel fuel hedge swap contracts. These contracts are treated as derivative financial instruments and marked to market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

22 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(p) Trade and other receivables

Trade and other receivables are carried at amortized cost less impairment. Trade and other receivables are impaired if they are determined to be uncollectible.

(q) Leases

The Company recognizes right-of-use assets and lease liabilities in the consolidated statement of financial position initially measured as the present value of future lease payment and recognizes depreciation of right-of-use assets and interest on lease liabilities in the consolidated income statement. Lease payments, including both principal and interest components, are recognized within the consolidated statement of cash flows within financing activities.

For short-term leases (lease terms of 12 months or less) and leases of low-value or immaterial assets, the Company has opted to recognize these lease payments as expenses on the consolidated income statement. This expense is presented within operating expenses.

(r) Changes in accounting policies

IAS 1 - Presentation of financial statements: disclosure of material accounting policy information

The Company has adopted the amendments to IAS 1 for the first time in the current year. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term 'significant accounting policies' with 'material accounting policy information'. Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The adoption of the Amendments to IAS 1 did not materially impact the consolidated financial statements of the Company.

IAS 12 - International Tax Reform—Pillar Two Model Rules

The Company has adopted the amendments to IAS 12 for the first time in the current year. The IASB amended the scope of IAS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules.

The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognize nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. Following the amendments, the Company is required to disclose that it has applied the exception and to disclose separately its current tax expense (income) related to Pillar Two income taxes. The adoption of the Amendments to IAS12 did not impact the consolidated financial statements of the Company.

23 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

IAS 1 - Presentation of financial statements-classification of liabilities as current or non-current

Amendments to IAS 1 - Presentation of financial statements-classification of liabilities as current or non-current affect only the presentation of liabilities as current or noncurrent in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of 'settlement' to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are applied retrospectively for annual periods beginning on or after January 1, 2024, with early application permitted. Management does not anticipate a material impact from this amendment.

IAS 1 - Presentation of financial statements non-current liabilities with covenants

Amendments to IAS 1 - Presentation of financial statements non-current liabilities with covenants specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity's right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or noncurrent). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity's financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity's right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants. The amendments are applied retrospectively for annual reporting periods beginning on or after January 1, 2024. Management does not anticipate a material impact from this amendment.

3. Critical judgements in the application of accounting policies

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about the future events that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Estimates and assumptions are continually evaluated and are based on management’s experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

24 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(a) Critical judgments in the application of accounting policies

(i) Functional currency

The Company has determined the functional currency of each entity as the U.S. dollar. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determines the primary economic environment.

(ii) Determination of economic viability

Management has determined that exploratory drilling, evaluation, development and related costs incurred on New Gold's projects have future economic benefits and are economically recoverable. In making this judgment, management has assessed various criteria including, but not limited to, the geologic and metallurgic information, history of conversion of mineral deposits to proven and probable mineral reserves, operating management expertise, existing permits, the expectation of receiving additional permits and life-of-mine (“LOM”) plans.

(iii) Carrying value of long-lived assets and impairment charges

In determining whether the impairment or reversal of a previous impairment of the carrying value of an asset is necessary, management first determines whether there are external or internal indicators that would signal the need to test for impairment or impairment reversal. These indicators consist of but are not limited to the prolonged significant changes in commodity prices, per ounce in-situ multiples, significant change to LOM plans, significant changes to discount rates and if applicable, the factors which lead to a prolonged and sustained market capitalization deficiency. If an impairment or impairment reversal indicator is identified, the Company compares the carrying value of the asset against the recoverable amount. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.

(iv) Determination of CGU

In determining a CGU, management had to examine the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other assets or groups of assets. The Company has determined that each mine site qualifies as an individual CGU. Each of these assets generates or will have the ability to generate cash inflows that are independent of the other assets and therefore qualifies as an individual asset for impairment testing purposes.

(v) Classification of non-current derivative financial liabilities

The Company holds metal streaming and free cash flow arrangements with Royal Gold and Ontario Teachers'. Management has assessed these arrangements under the scope of IFRS 9 as to whether or not the arrangements constitute a financial instrument. As these obligations have embedded derivatives that would otherwise need to be accounted for separately at FVTPL, Management has elected these arrangements to be financial liabilities at FVTPL, with initial and subsequent measurement at fair value, as permitted under IFRS 9.

(b) Key sources of estimation uncertainty in the application of accounting policies

25 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(i) Revenue recognition

Revenue from sales of concentrate is recorded when control of the goods pass to the purchaser. Variations between the prices set in the contracts and final settlement prices may be caused by changes in the market prices and result in an embedded derivative in the accounts receivable. The embedded derivative is recorded at fair value each reporting period until final settlement occurs, with changes in the fair value being recorded as revenue. For changes in metal quantities upon receipt of new information and assays, the provisional sales quantities are adjusted as well, with the change being recorded as revenue.

(ii) Inventory valuation

Management values inventory at the lower of weighted average production costs or net realizable value (“NRV”). Weighted average production costs include expenditures incurred and depreciation and depletion of assets used in mining and processing activities that are deferred and accumulated as the cost of ore in stockpiles, work-in-process and finished metals inventories. The allocation of costs to ore in stockpiles and in-process inventories and the determination of NRV involve the use of estimates. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained ounces or pounds (based on assay data), and the estimated metallurgical recovery rates (based on the expected processing method). Timing and ultimate recovery of metal contained in stockpiles may vary from the estimates.

(iii) Mineral reserves and resources

The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous estimates in determining the mineral reserves and resource estimates. Such estimation is a subjective process, and the accuracy of any mineral reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences in management’s assumptions including economic assumptions, such as metal prices and market conditions, could have a material effect in the future on the Company’s financial position and results of operations.

(iv) Estimated recoverable ounces

The carrying amounts of the Company’s mining properties are depleted based on recoverable ounces. Changes to estimates of recoverable ounces and depletable costs including changes resulting from revisions to the Company’s mine plans and changes in metal price forecasts can result in a change to future depletion rates.

(v) Deferred income taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on LOM projections internally developed and reviewed by management. The Company considers tax planning opportunities that are within the Company’s control, are feasible and implementable without significant obstacles. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax

26 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses unrecognized income tax assets.

(vi) Reclamation and closure cost obligations

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates and assumptions of risks associated with the future cash outflows, and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company.

4. Expenses

(a) Operating expenses by nature


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
OPERATING EXPENSES BY NATURE
Raw materials and consumables		182.3	182.8
Salaries and employee benefits		144.4	141.4
Contractors		105.4	79.7
Repairs and maintenance		67.0	51.8
General and administrative		25.8	34.7
Leases		4.5	4.2
Royalties		8.4	8.7
Drilling and analytical		6.8	6.5
Ore purchase costs		6.8	6.2
Other		11.3	13.9
Total production expenses		562.7	529.9
Less: Production expenses capitalized		(112.1)	(147.7)
Less: Change in inventories		(0.2)	0.5
Total operating expenses		450.4	382.7

27 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(b) Finance costs and income


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
FINANCE INCOME
Interest income		7.5	3.8
FINANCE COSTS
Interest on senior unsecured notes		30.0	32.4

Accretion		4.7	4.5
Loss on repayment of long-term debt (1)		—	4.3
Other finance costs		6.2	5.7
Total finance costs		40.9	46.9
Less: amounts included in cost of qualifying assets		(27.7)	(19.1)
Total finance costs		13.2	27.8

1.In 2022, the Company redeemed the $100.0 million 2025 senior unsecured notes and recognized a loss on redemption.


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
OTHER (LOSSES) AND GAINS

(Loss) gain on foreign exchange		(3.1)	6.5
Loss on disposal of assets		(0.3)	(2.0)
Loss on revaluation of investments		(4.4)	(28.0)
Unrealized (loss) gain on revaluation of non-current derivative financial liabilities		(108.2)	3.0


Gain (loss) on foreign exchange derivative		3.0	(2.3)
(Loss) gain on fuel hedge swap contracts		(1.4)	0.3
Revaluation of CSP's reclamation and closure cost obligation		(0.5)	(2.1)


Other		(0.4)	(1.1)
Total other losses		(115.3)	(25.7)

5. Trade and other receivables


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
TRADE AND OTHER RECEIVABLES
Trade receivables	10.2	4.4
Sales tax receivable	5.8	11.0
Unsettled provisionally priced concentrate derivatives and swap contracts (Note 13)	(0.3)	(1.8)



Other	0.6	0.5
Total trade and other receivables	16.3	14.1

28 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

6. Investments


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
MARKETABLE EQUITY SECURITIES
Artemis Gold Inc. (1)	—	24.0

Talisker Resources Ltd.	2.5	5.1
Other marketable securities	4.5	6.4
Total marketable equity securities	7.0	35.5
Other investments(2)	0.1	0.1

Total investments	7.1	35.6

1.In January 2023, the Company sold its investment in Artemis Gold Inc. for net proceeds of $23.4 million (C$31.5 million).

2.Other investments includes restricted shares not yet available for sale.

7. Trade and other payables


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
TRADE AND OTHER PAYABLES
Trade payables	64.1	61.8
Interest payable	14.1	14.1
Accruals	73.1	65.2
Current portion of reclamation and closure cost obligations (Note 14)	0.8	1.7
Current portion of the Rainy River gold stream obligation (Note 11)	33.1	28.1
Current portion of the New Afton free cash flow interest obligation (Note 11)	42.7	—
Current portion of derivative liabilities (Note 13)	1.1	—
Total trade and other payables	229.0	170.9

8. Inventories


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
INVENTORIES
Stockpile ore	34.1	21.2
Work-in-process	5.3	12.0
Finished goods(1)	16.8	17.5
Supplies	70.5	65.0
Total current inventories	126.7	115.7

1.The amount of inventories recognized in operating expenses for the year ended December 31, 2023 was $436.2 million (2022 - $370.9 million).

29 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

9. Mining interests


Mining Properties
	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
(in millions of U.S. dollars)
COST
As at December 31, 2021	1,745.9	261.0	1,362.3	118.1	3,487.3
Additions	81.7	109.3	44.1	48.4	283.5
Disposals	(0.2)	—	(7.0)	—	(7.2)

Transfers(1)	78.9	(132.4)	130.9	(77.4)	—
As at December 31, 2022	1,906.3	237.9	1,530.3	89.1	3,763.6
Additions	45.0	147.9	17.1	100.2	310.2
Disposals	—	—	(9.0)	—	(9.0)
Transfers(2)	49.9	(18.6)	45.5	(76.8)	—


As at December 31, 2023	2,001.2	367.2	1,583.9	112.5	4,064.8
ACCUMULATED DEPRECIATION
As at December 31, 2021	1,005.7	—	693.7	—	1,699.4
Depreciation for the year	103.3	—	101.3	—	204.6
Disposals	(0.1)	—	(4.2)	—	(4.3)
As at December 31, 2022	1,108.9	—	790.8	—	1,899.7
Depreciation for the period	137.2	—	108.8	—	246.0
Disposals	—	—	(8.1)	—	(8.1)

As at December 31, 2023	1,246.1	—	891.5	—	2,137.6
CARRYING AMOUNT
As at December 31, 2022	797.4	237.9	739.5	89.1	1,863.9
As at December 31, 2023	755.1	367.2	692.4	112.5	1,927.2

1.In 2022, Non-depletable transfers of $132.4 million were made up of $84.8 million from the New Afton thickened and amended tailings facility and $47.6 million from the Rainy River Intrepid zone.

2.In 2023, Non-depletable transfers consisted of $18.6 million from the Rainy River Intrepid zone.

Carrying amount by property as at December 31, 2023



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	373.5	359.9	275.2	23.7	1,032.3

Rainy River	381.6	6.2	413.8	88.8	890.4

Other(1)	—	1.1	3.4	—	4.5
Carrying amount	755.1	367.2	692.4	112.5	1,927.2

1.Other includes corporate balances.

30 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

Carrying amount by property as at December 31, 2022



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	402.8	230.9	271.5	17.2	922.4
Rainy River	394.6	5.9	466.9	71.9	939.3

Other(1)	—	1.1	1.1	—	2.2
Carrying amount	797.4	237.9	739.5	89.1	1,863.9

1.Other includes corporate balances.

10. Long-term debt

Long-term debt consists of the following:


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
LONG-TERM DEBT
Senior unsecured notes - due July 15, 2027 (a)	396.0	394.9
Credit Facility (b)	—	—
Total long-term debt	396.0	394.9

(a) Senior Unsecured Notes - due July 15, 2027

As at December 31, 2023, the Company has $400.0 million of senior unsecured notes outstanding that mature and become due and payable on July 15, 2027 (the "2027 Unsecured Notes"). The 2027 Unsecured Notes are denominated in U.S. dollars and bear interest at the rate of 7.50% per annum. Interest is payable in arrears in equal semi-annual installments on January 15 and July 15 of each year.

The 2027 Unsecured Notes are subject to a minimum interest coverage incurrence covenant of earnings before interest, taxes, depreciation, amortization, impairment and other non-cash adjustments to interest of 2:1. The test is applied on a pro-forma basis prior to the Company incurring additional debt, entering into business combinations or acquiring significant assets, or certain other corporate actions. There are no maintenance covenants.

The 2027 Unsecured Notes are redeemable by the Company in whole or in part during the 12-month period beginning on July 15 of the years indicated at the redemption prices below, expressed as a percentage of the principal amount of the 2027 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date:


Date			Redemption prices (%)
2023			103.75
2024			101.88
2025 and thereafter			100.00

31 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(b) Credit Facility

In April 2023, the Company entered into a fourth amended and restated credit agreement in respect of its revolving credit facility (the "Credit Facility") with a syndicate of financial institutions which extended the maturity date from December 2025 to December 2026, maintaining the existing borrowing limit of $400.0 million. The interest margin on drawings under the fourth amended restated credit agreement are calculated using a term-adjusted secured overnight financing rate ("SOFR"), previously London inter-bank offered rate ("LIBOR"). The transition from a LIBOR benchmark to a SOFR benchmark had no material impact on the Facility’s funding terms.

The Credit Facility contains various covenants customary for a loan facility of this nature, including limits on indebtedness, asset sales, and liens. The Credit Facility contains three covenant tests all of which are measured on a rolling four-quarter basis at the end of every quarter:

•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

Significant financial covenants are as follows:


		Twelve months ended December 31	Twelve months ended December 31
Financial Covenant		2023	2022
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	8.1 : 1	4.5 : 1
Maximum leverage ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.4 : 1	2.1 : 1
Maximum secured leverage ratio (secured debt to Adjusted EBITDA)	<2.5:1.0	0.1 : 1	0.2 : 1

The interest margin on drawings under the Credit Facility ranges from 1.25% to 3.75% over term-adjusted SOFR, the Prime Rate or the Base Rate based on the Company’s Leverage Ratio, and the currency and type of credit selected by the Company. Based on the Company’s Leverage Ratio, the rate is 2.75% over term-adjusted SOFR as at December 31, 2023 (December 31, 2022 – 2.75% over LIBOR). The standby fees on undrawn amounts under the Credit Facility range from 0.51% to 0.84%, depending on the Company’s Leverage Ratio. Based on the Company’s Leverage Ratio, the rate is 0.56% as at December 31, 2023 (December 31, 2022 – 0.62% over LIBOR).

For the year ended December 31, 2023, $nil has been drawn under the Credit Facility. The Credit Facility has been used to issue letters of credit amounting to $26.7 million (December 31, 2022 - $27.5 million). Letters of credit relate to reclamation bonds, and other financial assurances required with various government agencies.

32 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

The following is a summary of the changes in liabilities arising from financing activities for the year ended December 31, 2023:



	As at December 31, 2022	Borrowings	Repayments	Fair Value changes	Interest & Accretion	As at December 31, 2023
Liabilities arising from financing activities
Long-term debt	394.9	—	—	—	1.1	396.0
Interest payable	14.1	—	(30.0)	—	30.0	14.1
Rainy River gold stream obligation	174.7	—	(29.8)	55.0	—	199.9
New Afton free cash flow interest obligation	378.9	—	—	164.5	—	543.4
Total	962.6	—	(59.8)	219.5	31.1	1,153.3

11. Non-current derivative financial liabilities

The following is a summary of the change in non-current derivative financial liabilities:



(in millions of U.S. dollars)	Rainy River	New Afton	TOTAL
CHANGE IN NON-CURRENT DERIVATIVE FINANCIAL LIABILITIES
Balance, December 31, 2021	194.0	467.4	661.4

Settlements during the period(3)	(24.0)	(12.4)	(36.4)
Fair value adjustments related to changes in the Company’s own credit risk(1)	(20.3)	(48.1)	(68.4)
Other fair value adjustments(2)	25.0	(28.0)	(3.0)
Balance, December 31, 2022	174.7	378.9	553.6
Less: current portion(4)	(28.1)	—	(28.1)
Non-current portion of derivative financial liabilities	146.6	378.9	525.5
Balance, December 31, 2022	174.7	378.9	553.6
Settlements during the period(3)	(29.8)	—	(29.8)
Fair value adjustments related to changes in the Company’s own credit risk(1)	25.2	86.1	111.3
Other fair value adjustments(2)	29.8	78.4	108.2
Balance, December 31, 2023	199.9	543.4	743.3
Less: current portion(4)	(33.1)	(42.7)	(75.7)
Non-current portion of derivative financial liabilities	166.8	500.7	667.6

1.Fair value adjustments related to changes in the Company’s own credit risk are included in other comprehensive income.

2.Other fair value adjustments are included in the consolidated income statements.

3.Settlements during the period are on an accrual basis.

4.The current portion of the derivative financial liabilities is included in trade and other payables on the statement of financial position.

Rainy River Gold Stream Obligation

In 2015, the Company entered into a $175 million streaming transaction with RGLD Gold AG, a wholly owned subsidiary of Royal Gold Inc. (“Royal Gold”). Under the terms of the agreement, the Company will deliver to Royal Gold 6.5% of gold production from Rainy River up to a total of 230,000 ounces of gold and then 3.25% of the mine’s gold production thereafter. The Company will also deliver to Royal Gold 60% of the mine’s silver production to a maximum of 3.1 million ounces and then 30% of silver production thereafter.

33 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

In addition to the upfront $175.0 million deposit, Royal Gold will pay 25% of the average spot gold or silver price at the time each ounce of gold or silver is delivered under the stream. The difference between the spot price of metal and the cash received from Royal Gold will reduce the $175.0 million deposit over the life of the mine. Upon expiry of the 40 year term of the agreement (which may be extended in certain circumstances), any balance of the $175.0 million upfront deposit remaining unpaid will be refunded to Royal Gold.

The Company has designated the Rainy River gold stream obligation as a FVTPL under the scope of IFRS 9. Accordingly, the Company values the liability at the present value of its expected future cash flows at each reporting period with changes in fair value reflected in the consolidated income statements and consolidated statements of comprehensive income.

Fair value adjustments represent the net effect on the Rainy River gold stream obligation of changes in the variables included in the Company’s valuation model between the date of receipt of deposit and the reporting date.

New Afton free cash flow interest obligation

In 2020, New Gold entered into a strategic partnership with Ontario Teachers’ Pension Plan (“Ontario Teachers’”). Under the terms of the strategic partnership, Ontario Teachers' acquired a 46% free cash flow interest in the New Afton mine for upfront cash proceeds of $300 million. Ontario Teachers' has an option to convert the free cash flow interest into a 46% joint venture interest in New Afton in the fourth year, or have their free cash flow interest remain as a free cash flow interest at a reduced rate of 42.5%. The agreement includes a minimum cash guarantee at the end of four years and a buyback option for New Gold.

The Company has designated the New Afton free cash flow interest obligation as an FVTPL under the scope of IFRS 9. Fair value of the New Afton free cash flow interest obligation on initial recognition was determined by the amount of the cash advance received. Subsequent fair value is calculated on each reporting date with gains and losses recorded in net earnings. Fair value adjustments as a result of the Company’s own credit risk are recorded in the consolidated statement of comprehensive income, as required by IFRS 9 for financial liabilities designated as FVTPL.

Components of the adjustment to fair value for the non-current derivative financial liabilities at each reporting date include:


Financial instrument			Components of the adjustment to fair value
Rainy River gold stream obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices
New Afton free cash flow interest obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices •Change in production profile, operating and capital costs at New Afton, including considerations to the minimum cash guarantee over the first four years of the instrument.

34 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

12. Leases

(a) Right-of-use assets

The Company leases assets such as buildings, mobile equipment, and machinery. These assets are included in Mining Interests on the statement of financial position and are classified as plant & equipment as per Note 9 of the Company’s consolidated financial statements.


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
RIGHT-OF-USE- ASSETS
Opening balance	21.4	32.0
Additions	4.3	—
Depreciation	(7.3)	(6.8)
Disposals	(0.5)	(3.8)
Total right-of-use-assets	17.9	21.4

(b) Lease liabilities

See below for a maturity analysis of the Company’s lease payments:


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
MATURITY ANALYSIS FOR LEASES
Less than 1 year	2.6	7.5
Between 1 and 3 years	1.4	2.4
Between 3 and 5 years	1.3	0.1
More than 5 years	0.5	—
Total undiscounted lease payments(1)	5.8	10.0
Carrying value of lease liabilities	5.2	9.9
Less: current portion of lease liabilities(2)	(2.6)	(8.6)
Non-current portion of lease liabilities	2.6	1.3

1.Total undiscounted lease payments excludes leases that are classified as short term and leases for low value assets, which are not recognized as lease liabilities.

2.The current portion of the lease liabilities is included in trade and other payables on the statement of financial position.

For the year ended December 31, 2023, the Company recognized $0.4 million (2022 - $0.7 million) in interest expense on lease liabilities.

For the year ended December 31, 2023, the Company expensed $2.5 million (2022 - $2.6 million) related to leases that are classified as short term.

35 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

13. Derivative instruments


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022




DERIVATIVE ASSETS (LIABILITIES)
Foreign exchange forward contracts(1)	3.2	0.4
Fuel hedge swap contracts(2)	(1.1)	0.3
Unsettled provisionally priced concentrate derivatives, and swap contracts(3)	(0.3)	(1.8)

1.Foreign exchange forward contracts are included within prepaid expenses and other in the statement of financial position.

2.In 2023, fuel hedge swap contracts are included within trade and other payables in the statement of financial position. In 2022, fuel hedge swap contracts are included within prepaid expenses and other in the statement of financial position.

3.Unsettled provisionally priced concentrate derivatives are included within trade and other receivables in the statement of financial position.

(a) Provisionally priced contracts

The Company had provisionally priced sales for which price finalization is outstanding at December 31, 2023. Realized and unrealized gains (losses) on the provisional pricing of concentrate sales are classified as revenue, with the unsettled provisionally priced concentrate derivatives included in trade and other receivables. The Company enters into gold and copper swap contracts to reduce exposure to gold and copper prices. Realized and unrealized gains (losses) are recorded in revenue, with the unsettled gold and copper swaps included in trade and other receivables.

The following tables summarize the realized and unrealized gains (losses) on provisionally priced sales:


	Year ended December 31, 2023
(in millions of U.S. dollars)		Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized		1.5	0.6	2.1
Unrealized		0.4	0.2	0.6
Total gain		1.9	0.8	2.7


	Year ended December 31, 2022
(in millions of U.S. dollars)		Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized		(1.0)	(6.4)	(7.4)
Unrealized		0.7	1.6	2.3
Total loss		(0.3)	(4.8)	(5.1)

The following tables summarize the realized and unrealized gains (losses) on gold and copper swap contracts:


	Year ended December 31, 2023
(in millions of U.S. dollars)		Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized		(1.2)	0.5	(0.7)
Unrealized		(0.4)	(0.5)	(0.9)
Total loss		(1.6)	—	(1.6)

36 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit


	Year ended December 31, 2022
(in millions of U.S. dollars)		Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized		1.2	5.5	6.7
Unrealized		(1.2)	(2.9)	(4.1)
Total gain		—	2.6	2.6

The following table summarizes the net exposure to the impact of movements in market commodity prices for provisionally priced sales:


	As at December 31	As at December 31
	2023	2022
VOLUMES SUBJECT TO FINAL PRICING NET OF OUTSTANDING SWAPS
Gold ounces (000s)	(0.1)	0.5
Copper pounds (millions)	(0.1)	1.4

(b) Foreign exchange forward contracts

The Company entered into foreign exchange forward contracts in order to hedge operating costs at the New Afton and Rainy River mines. These contracts are treated as derivative financial instruments and marked-to-market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company entered into foreign exchange forward contracts hedging an average of C$40.0 million per month in the first quarter of 2023, C$44.0 million per month in the second and third quarters of 2023, and C$43.0 million per month in the fourth quarter of 2023. An additional C$43.0 million per month was hedged for the first quarter of 2024. As at December 31, 2023, the fair value of the unrealized foreign exchange forward contract assets were $3.2 million (December 31, 2022 - $0.4 million forward contract assets).

The Company entered into diesel fuel hedge swap contracts for the Rainy River Mine in order to reduce exposure to volatile fuel prices. These contracts are treated as derivative financial instruments and marked to market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company hedged an average of 0.7 million gallons per month for the 2023 year. An additional 0.7 million and 0.2 million gallons per month was hedged respectively for the first and second quarter of 2024. As at December 31, 2023, the fair value of the unrealized fuel hedge swap contract liabilities were $1.1 million (December 31, 2022 - $0.3 million swap contract assets).

37 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

14. Reclamation and closure cost obligations

Changes to the reclamation and closure cost obligations are as follows:



(in millions of U.S. dollars)	Rainy River	New Afton	Cerro San Pedro (1)	Total
CHANGES TO RECLAMATION AND CLOSURE COST OBLIGATIONS
Balance – December 31, 2021	109.4	49.3	1.5	160.2
Reclamation expenditures	(1.7)	—	(2.3)	(4.0)
Unwinding of discount	2.3	0.9	—	3.2
Revisions to expected cash flows	(16.6)	(15.6)	2.1	(30.1)
Foreign exchange movement	(5.8)	(2.3)	—	(8.1)

Balance – December 31, 2022	87.6	32.3	1.3	121.2
Less: current portion of closure costs (Note 7)	(0.4)	—	(1.3)	(1.7)
Non-current portion of closure costs	87.2	32.3	—	119.5
Balance – December 31, 2022	87.6	32.3	1.3	121.2
Reclamation expenditures	(0.5)	—	(1.9)	(2.4)
Unwinding of discount	2.7	0.9	—	3.6
Revisions to expected cash flows	(0.8)	(0.8)	0.8	(0.8)
Foreign exchange movement	2.0	0.7	(0.1)	2.6

Balance – December 31, 2023	91.0	33.1	0.1	124.2
Less: current portion of closure costs (Note 7)	(0.8)	—	—	(0.8)
Non-current portion of closure costs	90.2	33.1	0.1	123.4

1.CSP's closure cost liabilities were substantially completed during the fourth quarter of 2023. The remaining post closure activities of monitoring and environmental consulting will be expensed to other gains and losses.

Each period the Company reviews cost estimates and other assumptions used in the valuation of the obligations at each of its mining properties and development properties to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the obligation. The fair values of the obligations are measured by discounting the expected cash flows using a discount factor that reflects the risk-free rate of interest.

The Company prepares estimates of the timing and amount of expected cash flows when an obligation is incurred. Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; obligations realized through additional ore bodies mined; changes in the quantities of material in reserves and a corresponding change in the LOM plan; changing ore characteristics that impact required environmental protection measures and related costs; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. The fair value of an obligation is recorded when it is incurred.

The majority of the expenditures are expected to occur between 2027 and 2032. The discount rate used in estimating the site reclamation and closure cost obligations was 3.0% as at December 31, 2023 (2022 – 3.3%), and the inflation rate used was 1.6% for the year ended December 31, 2023 (2022 – 2.1%).

38 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

Regulatory authorities in certain jurisdictions require that security be provided to cover the estimated reclamation and remediation obligations. As at December 31, 2023, letters of credit totaling $26.7 million (2022 - $27.5 million) and surety bonds totaling $146.2 million (2022 - $134.2 million) had been issued to various regulatory agencies to satisfy financial assurance requirements for this purpose. The letters of credit are secured by the revolving Credit Facility.

15. Share capital

At December 31, 2023, the Company had unlimited authority to issue common shares, and 687.0 million common shares outstanding.

(a) No par value common shares issued


	Number of shares	Value of shares
(in millions of U.S. dollars, except where noted)	(000s)	$
NO PAR VALUE COMMON SHARES ISSUED
Balance at December 31, 2021	681,146	3,155.4
Issuance of common shares under First Nations agreements	375	0.5

Exercise of options and vested performance share units	756	1.2
Balance at December 31, 2022	682,277	3,157.1

Issuance of common shares under First Nations agreements	181	0.1
Issuance of flow through shares(1)	1,642	2.3
Exercise of options and vested performance share units	2,906	4.0
Balance at December 31, 2023	687,006	3,163.5

1.In December 2023, the Company closed a flow-through financing to fund exploration programs in British Columbia. The shares qualify as flow-through shares for Canadian tax purposes. An aggregate of 1,642,037 Common Shares were issued by the Company for proceeds of $3.0 million. The premium of $0.7 million related to the difference between the issue price and the share price on the date of close and was recognized in trade and other payables as at December 31, 2023 and will be recognized in deferred income tax as related tax benefits are renounced.

(b) Share-based payment expenses

The following table summarizes share-based payment expenses:


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
SHARE-BASED PAYMENT EXPENSES
Stock option expense		0.3	1.2
Performance share unit expense		1.5	0.5
Restricted share unit expense(1)		5.0	2.1
Deferred share unit expense		1.6	(0.4)
Shares issued under First Nations agreements(1)		0.1	0.4

Total share-based payment expenses		8.5	3.8

1. For the year ended December 31, 2023 $3.1 million of share based expenses were recognized in operating expenses (2022 – $1.2 million).

39 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(i) Stock options

The following table presents changes in the Company’s stock option plan:


	Number of options	Weighted average exercise price
	(000s)	C$/share
CHANGES TO THE COMPANY'S STOCK OPTION PLAN
Balance at December 31, 2021	5,756	1.58
Granted	1,291	2.18
Exercised	(755)	1.17
Forfeited	(1,213)	1.98
Expired	(228)	3.89
Balance at December 31, 2022	4,851	1.59


Exercised	(2,401)	1.20
Forfeited	(158)	2.02
Expired	(562)	2.09
Balance at December 31, 2023	1,730	1.93

Loss per share

The following table sets out the calculation of loss per share:


	Year ended December 31
(in millions of U.S. dollars, except where noted)		2023	2022
CALCULATION OF LOSS PER SHARE

Net loss		(64.5)	(66.8)
Basic weighted average number of shares outstanding (in millions)		684.0	681.9
Dilution of securities:
Stock options, deferred share units, performance share units		—	—
Diluted weighted average number of shares outstanding (in millions)		684.0	681.9



Net loss per share:
Basic		(0.09)	(0.10)
Diluted		(0.09)	(0.10)

The following table lists the equity securities excluded from the calculation of diluted loss per share. All stock options are excluded from the calculation when the Company is in a net loss position.


	Year ended December 31
(in millions of units)		2023	2022
EQUITY SECURITIES EXCLUDED FROM THE CALCULATION OF DILUTED LOSS PER SHARE
Stock options, performance share units, deferred share units		5.1	9.9

40 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

16. Income and mining taxes

The following table outlines the composition of income tax expense between current tax and deferred tax:


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
CURRENT INCOME AND MINING TAX EXPENSE
Canada		2.1	1.9
Foreign		—	2.3

		2.1	4.2
DEFERRED INCOME AND MINING TAX EXPENSE
Canada		3.2	(2.8)

		3.2	(2.8)
Total income tax expense		5.3	1.4

Income tax expense differs from the amount that would result from applying the Canadian federal and

provincial income tax rates to earnings before taxes. The differences result from the following items:


	Year ended December 31
(in millions of U.S. dollars)		2023		2022
Loss before taxes		(59.2)		(65.4)
Canadian federal and provincial income tax rates		25.6	%	25.8	%
Income tax recovery based on above rates		(14.8)		(16.9)
INCREASE (DECREASE) DUE TO
Permanent differences		(2.1)		4.6
Different statutory tax rates on earnings of foreign subsidiaries		(0.1)		0.2
Foreign exchange on non-monetary assets and liabilities		0.9		(1.6)
Other foreign exchange differences		(7.8)		20.8

Canadian mining tax		5.3		(1.2)
Change in unrecognized deferred tax assets		23.9		(7.1)

Other		—		2.6
Income tax expense		5.3		1.4

41 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

The following tables provide analysis of the deferred tax assets and liabilities, all of which are located in Canada:


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
DEFERRED TAX ASSETS
Capital losses		5.7	6.0
Property, plant and equipment and Mining interests		44.6	45.5
Tax credits		65.4	62.7
Ontario Mining Tax		35.7	43.5
Non-current derivative financial liabilities		184.0	127.9
Deferred income tax assets		335.4	285.6
Unrecognized deferred tax asset		330.4	285.6
Deferred income tax asset (in respect of Ontario mining tax, net)		5.0	—

DEFERRED TAX LIABILITIES
British Columbia Mining Tax		(74.8)	(66.8)
Deferred income tax liabilities, net		(74.8)	(66.8)

The following table outlines the movement in the net deferred tax liabilities:


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
MOVEMENT IN THE NET DEFERRED TAX LIABILITIES
Balance at the beginning of the year		(66.8)	(69.6)
Recognized in net (loss) earnings		(3.2)	2.8



Total movement in the net deferred tax liabilities		(70.0)	(66.8)

Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The Company did not recognize deductible temporary differences on the following losses by country:

• Canadian non-capital loss carry-forwards of $23.0 million expiring in 2042; and

• Mexican losses of $74.5 million expiring between 2024 and 2031.

The Company did not recognize net deductible temporary differences and tax credits in the amount of $1,033.7 million for income taxes (2022 - $761.3 million), which includes the Canadian loss carry-forwards noted above, and $362.4 million for mining taxes (2022 - $403.5 million) on other temporary differences.

The Company recognizes deferred taxes by taking into account the effects of local and substantively enacted tax legislation. Deferred tax assets are fully recognized when the Company concludes that sufficient positive evidence exists to demonstrate that it is probable that a deferred tax asset will be realized. In order to determine whether an asset can be recognized, it must be considered probable that an entity will have sufficient taxable profits available in the future to enable recovery of the asset. IAS 12 states that an entity will have sufficient taxable profits available in the future to enable the recovery of the asset when:

42 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

• There are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity that are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset that can be carried back or forward;

• It is probable that the entity will have sufficient taxable profit relating to the same tax authority and the same taxable entity, in the same period as the reversal of the deductible temporary difference (or in the periods into which a tax loss arising from the deferred tax asset can be carried back or forward). In making this evaluation taxable amounts arising from deductible temporary differences that are expected to originate in future periods should be ignored because these will need further future taxable profits in order to be utilized.

• Tax planning opportunities that are available to the entity that will create taxable profit in appropriate periods.

Future income is impacted by changes in market gold, copper and silver prices as well as forecasted future costs and expenses to produce gold and copper reserves. In addition, the quantities of proven and probable gold and copper reserves, market interest rates and foreign currency exchange rates also impact future levels of taxable income.

Any change in any of these factors will result in an adjustment to the recognition of deferred tax assets

to reflect the Company's latest assessment of the amount of deferred tax assets that is probable will be realized.

43 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

17. Supplemental cash flow information

Supplemental cash flow information (included within operating activities) is as follows:


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
CHANGE IN NON-CASH OPERATING WORKING CAPITAL
Trade and other receivables		(4.1)	(3.5)
Inventories		(6.5)	(16.0)
Prepaid expenses and other		(1.8)	3.5
Trade and other payables		6.6	25.1
Total change in non-cash operating working capital		(5.8)	9.1


	Year ended December 31
(in millions of U.S. dollars)		2023	2022
OTHER NON-CASH ADJUSTMENTS
(Gain) loss on revaluation of foreign exchange forward contracts and fuel hedge swap contracts		(1.4)	0.8
Unrealized loss on provisionally priced concentrate contracts		0.3	1.8
Equity settled share-based payment expense		0.8	1.0
Loss on disposal of assets		0.3	2.0


Unrealized loss (gain) on revaluation of non-current derivative financial instruments		108.1	(3.0)
Loss on revaluation of CSP’s reclamation and closure cost obligation		0.5	2.0
Inventory provision		0.7	4.0
Loss on revaluation of investments		4.4	28.0


Total other non-cash adjustments		113.7	36.6

44 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

18. Segmented information

(a) Segment revenues and results

The Company manages its reportable segments by operating mines. Income (loss) from operations of reportable operating segments are reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segments and to assess their performance. The results from operations for these reportable operating segments are summarized in the following tables:


Year ended December 31, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate	Total
OPERATING SEGMENT RESULTS
Gold revenues	494.3	118.4	—	612.7
Copper revenues	—	160.3	—	160.3
Silver revenues	11.1	2.4	—	13.5
Total revenues(1)	505.4	281.1	—	786.5
Operating expenses	284.7	165.7	—	450.4
Depreciation and depletion	166.9	67.3	—	234.2
Revenue less cost of goods sold	53.8	48.1	—	101.9
Corporate administration	—	—	24.5	24.5

Share-based payment expenses	—	—	5.4	5.4
Exploration and business development	0.2	9.2	0.8	10.2
Income (loss) from operations	53.6	38.9	(30.7)	61.8

1.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the year ended December 31, 2023


Year ended December 31, 2022
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate	Total
OPERATING SEGMENT RESULTS
Gold revenues	413.1	69.0	—	482.1
Copper revenues	—	111.8	—	111.8
Silver revenues	8.6	1.9	—	10.5
Total revenues(1)	421.7	182.7	—	604.4
Operating expenses	230.4	152.3	—	382.7
Depreciation and depletion	148.1	47.3	—	195.4
Revenue less cost of goods sold	43.2	(16.9)	—	26.3
Corporate administration	—	—	21.3	21.3
Corporate restructuring(2)	—	—	2.1	2.1
Share-based payment expenses	—	—	2.6	2.6
Exploration and business development	2.7	12.8	0.5	16.0
Income (loss) from operations	40.5	(29.7)	(26.5)	(15.7)

1.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the year ended December 31,2022.

2.In December 2022, the Company recognized a restructuring charge of $2.1 million in severance and other termination benefits related to changes at the executive leadership level of the organization.

45 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

(b) Segmented assets and liabilities

The following table presents the segmented assets and liabilities:


		Total assets	Total liabilities			Capital expenditures(1)
	As at December 31	As at December 31	As at December 31	As at December 31	Year ended December 31
(in millions of U.S. dollars)	2023	2022	2023	2022		2023	2022
SEGMENTED ASSETS AND LIABILITIES
Rainy River	1,015.4	1,067.4	357.1	340.1		120.6	144.8
New Afton	1,101.1	979.9	708.0	518.4		145.1	148.0

Other (2)	169.5	196.2	431.7	425.5		0.2	0.1

Total segmented assets, liabilities and capital expenditures	2,286.0	2,243.5	1,496.8	1,284.0		265.9	292.9

1.Capital expenditures per consolidated statement of cash flows.

2.Other includes corporate balances and Cerro San Pedro.

The Company has operating mines in one principal geographical area - Canada (country of domicile).

(d) Information about major customers

The following table presents sales to individual customers exceeding 10% of annual sales. The following five customers represent 91.6% (2022 – five customers representing 90.4%) of the Company’s sales revenue for the year ended December 31, 2023.


		Year ended December 31
(in millions of U.S. dollars)		2023
CUSTOMER	REPORTING SEGMENT
1	Rainy River	206.0
2	Rainy River	198.6
3	New Afton	125.7
4	Rainy River	99.3
5	New Afton	91.1
Total sales to customers exceeding 10% of annual sales		720.7


		Year ended December 31
(in millions of U.S. dollars)		2022
CUSTOMER	REPORTING SEGMENT
1	Rainy River	174.1
2	Rainy River	134.3
3	Rainy River	112.1
4	New Afton	76.1
5	New Afton	49.6
Total sales to customers exceeding 10% of annual sales		546.2

46 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide. Refer to Note 20(a) for further discussion on the Company’s exposure to credit risk.

19. Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

In the management of capital, the Company includes the components of equity, long-term debt, net of cash and cash equivalents.


	Year ended December 31
(in millions of U.S. dollars)	2023	2022
CAPITAL (AS DEFINED ABOVE) IS SUMMARIZED AS FOLLOWS
Equity	789.2	959.5
Long-term debt	396.0	394.9

	1,185.2	1,354.4
Cash and cash equivalents	(185.5)	(200.8)

Total	999.7	1,153.6

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying capital instruments. To maintain or adjust the capital structure, the Company may issue new shares, restructure or issue new debt, acquire or dispose of assets or sell its investments.

In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual budget is approved by the Board of Directors. The Company’s investment policy is to invest its surplus funds in permitted investments consisting of treasury bills, bonds, notes and other evidences of indebtedness of Canada, the United States or any of the Canadian provinces with a minimum credit rating of R-1 mid from the Dominion Bond Rating Service (“DBRS”) or an equivalent rating from Standard & Poor’s and Moody’s and with maturities of 12 months or less at the original date of acquisition. In addition, the Company is permitted to invest in bankers’ acceptances and other evidences of indebtedness of certain financial institutions. All investments must have a maximum term to maturity of 12 months and the average term will generally range from 7 days to 90 days. Under the policy, the Company is not permitted to make investments in asset-backed commercial paper.

47 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

20. Financial risk management

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, market risk and other price risks. Where material, these risks are reviewed and monitored by the Board of Directors. The Company determines the fair value of its financial instruments as outlined in Note 21.

(a) Credit risk

Credit risk is the risk of an unexpected loss if a party to the Company’s financial instruments fails to meet its contractual obligations. The Company’s financial assets are primarily composed of cash and cash equivalents, and trade and other receivables. Credit risk is primarily associated with trade and other receivables; however, it also arises on cash and cash equivalents, foreign exchange forward contracts and fuel hedge swap contracts. To mitigate exposure to credit risk, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness, and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its gold exclusively to large international organizations with strong credit ratings. The historical level of customer defaults is minimal and, as a result, the credit risk associated with gold and copper concentrate trade receivables at December 31, 2023 is not considered to be high.

The Company’s maximum exposure to credit risk is as follows:


	Year ended December 31
(in millions of U.S. dollars)	2023	2022
CREDIT RISK EXPOSURE
Cash and cash equivalents	185.5	200.8
Trade and other receivables	16.3	14.1

Total financial instrument exposure to credit risk	201.8	214.9

A significant portion of the Company’s cash and cash equivalents is held in large Canadian financial institutions. Short-term investments (including those presented as part of cash and cash equivalents) are composed of financial instruments issued by Canadian banks with high investment-grade ratings and the governments of Canada and the U.S.

The Company employs a restrictive investment policy as detailed in the capital risk management section, which is described in Note 19.

48 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

The aging of trade and other receivables is as follows:


						As at December 31
(in millions of U.S. dollars)	0-30 days	31-60 days	61-90 days	91-120 days	Over 120 days	2023 Total	2022 Total
AGING TRADE AND OTHER RECEIVABLES
Rainy River	4.0	—	—	—	—	4.0	8.0
New Afton	10.8	—	—	—	—	10.8	3.7
Cerro San Pedro	0.5	—	—	—	—	0.5	1.3
Corporate	1.0	—	—	—	—	1.0	1.1

Total trade and other receivables(1)	16.3	—	—	—	—	16.3	14.1

1.For the year ended December 31, 2023 total trade and other receivables includes expected credit losses of $0.4 million (2022 - $0.4 million).

The Company sells its gold and copper concentrate production from New Afton to three different customers under off-take contracts.

The Company is not economically dependent on a limited number of customers for the sale of its gold and other metals because gold and other metals can be sold through numerous commodity market traders worldwide.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage, as outlined in Note 19.

The following table shows the contractual maturities of debt commitments. The amounts presented represent the future undiscounted principal and interest cash flows, and therefore, do not equate to the carrying amounts on the consolidated statements of financial position.


					As at December 31
(in millions of U.S. dollars)	< 1 year	1-3 years	4-5 years	After 5 years	2023 Total	2022 Total
DEBT COMMITMENTS
Trade and other payables	182.0	—	—	—	182.0	128.7
Long-term debt	—	—	400.0	—	400.0	400.0
Interest payable on long-term debt	30.0	60.0	30.0	—	120.0	150.0
New Afton free cash flow interest obligation	42.7	146.3	313.0	157.0	659.0	598.6
Rainy River gold stream obligation	34.0	77.0	54.0	52.0	217.0	225.7
Total debt commitments	288.7	283.3	797.0	209.0	1,578.0	1,503.0

The Company’s future operating cash flow and cash position are highly dependent on metal prices, including gold and copper, as well as other factors. Taking into consideration the Company’s current cash position, volatile equity markets, and global uncertainty in the capital markets, the Company is continually reviewing expenditures and assessing business opportunities to enhance liquidity in order to ensure adequate liquidity and flexibility to support its growth strategy, while continuing production at its current

49 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

operations. A period of continuous low gold and copper prices may necessitate the deferral of capital expenditures which may impact the timing of development work and project completion, as well as production from mining operations. In addition, in such a price environment, the Company may be required to adopt one or more alternatives to increase liquidity.

The Company operates in Canada. As a result, the Company has foreign currency exposure with respect to items not denominated in U.S. dollars. The three main types of foreign exchange risk for the Company can be categorized as follows:

(i) Transaction exposure

The Company’s operations sell commodities and incur costs in different currencies. This creates exposure at the operational level, which may affect the Company’s profitability as exchange rates fluctuate. This risk is partially mitigated by the foreign exchange forward contracts entered into throughout 2023. These foreign exchange forward contracts will continue into 2024.

(ii) Exposure to currency risk

The Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the U.S. dollar: cash and cash equivalents, investments, accounts receivable, accounts payable and accruals, reclamation and closure cost obligations. The Company has worked to manage its currency risk by entering into foreign exchange forward agreements.

The currencies of the Company’s financial instruments and other foreign currency denominated liabilities, based on notional amounts, were as follows:


As at December 31, 2023
(in millions of U.S. dollars)			CAD
EXPOSURE TO CURRENCY RISK
Cash and cash equivalents			15.5
Trade and other receivables			6.3
Investments			7.1
Income tax receivable (payable)			0.4
Deferred tax asset			4.9
Trade and other payables			(126.2)
Deferred tax liability			(74.8)
Reclamation and closure cost obligations			(123.4)
Share units			(9.9)
Total exposure to currency risk			(300.1)

50 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit


As at December 31, 2022
(in millions of U.S. dollars)	CAD	MXN
EXPOSURE TO CURRENCY RISK
Cash and cash equivalents	33.9	—
Trade and other receivables	10.4	0.4
Investments	35.6	—
Income tax receivable	(0.4)	—
Trade and other payables	(128.6)	(1.3)
Deferred tax liability	(66.8)	—
Reclamation and closure cost obligations	(119.5)	—
Share units	(1.8)	—
Total exposure to currency risk	(237.2)	(0.9)

(iii) Translation exposure

The Company’s operations translate their operating results to U.S. dollars. Therefore, exchange rate movements in the Canadian dollar can have a significant impact on the Company’s consolidated operating results. A 10% strengthening (weakening) of the U.S. dollar against the following currencies would have increased (decreased) the Company’s net earnings from the financial instruments presented by the amounts shown below.


As at Year ended December 31
(in millions of U.S. dollars)	2023	2022
IMPACT OF 10% CHANGE IN FOREIGN EXCHANGE RATES
Canadian dollar	30.5	23.7

(d) Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The majority of the Company’s outstanding debt obligations are fixed and are therefore not exposed to changes in market interest rates.

The Company is exposed to interest rate risk on its cash and cash equivalents. Interest earned on cash and cash equivalents is based on prevailing money market and bank account interest rates which may fluctuate. A 1.0% change in the interest rate would result in a difference of approximately $1.9 million in interest earned by the Company for the year ended December 31, 2023 (2022 - $2.0 million). The Company has not entered into any derivative contracts to manage this risk.

(e) Metal and Input Price Risk

The Company’s earnings, cash flows and financial condition are subject to price risk due to fluctuations in the market price of gold and copper.

For the year ended December 31, 2023, the Company’s revenue and cash flows were impacted by gold prices and copper prices. Metal price declines could cause continued development of, and production from, the Company’s properties to be uneconomic. There is a time lag between the shipment of gold and copper concentrate and final pricing, and changes in pricing can impact the Company’s revenue and working capital position.

51 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

Reserve calculations and mine plans using significantly lower gold, silver and copper prices could result in significant reductions in mineral reserve and resource estimates and revisions in the Company’s life-of-mine plans, which in turn could result in material write-downs of its investments in mining properties and increased depletion, reclamation and closure charges. Depending on the price of gold or other metals, the Company may determine that it is impractical to commence or, if commenced, to continue commercial production at a particular site. Metal price fluctuations also create adjustments to the provisional prices of sales made in previous periods that have not yet been subject to final pricing, and these adjustments could have an adverse impact on the Company’s financial results and financial condition. Any of these factors could result in a material adverse effect on the Company’s results of operations and financial condition.

The Company is also subject to price risk for fluctuations in the cost of energy, principally electricity and purchased petroleum products. The Company’s costs are affected by the prices and availability of commodities and other inputs it consumes or uses in its operations. The prices and availability of such commodities and inputs are influenced by inflation and supply and demand trends affecting the mining industry in general and other factors outside the Company’s control. Increases in the price for materials consumed in the Company’s mining and production activities could materially adversely affect its results of operations and financial condition. The Company’s short term exposure to changes in fuel prices have been reduced as the Company entered into fuel hedge swap contracts.

An increase in gold and copper prices would decrease the Company’s net loss whereas an increase in fuel and electricity prices would increase the Company’s net loss. A 10% change in commodity prices and fuel and electricity prices would impact the Company’s net loss as follows:


	Year ended December 31, 2023	Year ended December 31, 2022
(in millions of U.S. dollars)	Net Loss		Net Loss
IMPACT OF 10% CHANGE IN COMMODITY PRICES
Gold price	62.0		48.6
Copper price	17.0		11.9
Fuel and electricity price	5.9		7.5

21. Fair value measurement

Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing the fair value of a particular contract, the market participant would consider the credit risk of the counterparty to the contract. Consequently, when it is appropriate to do so, the Company adjusts the valuation models to incorporate a measure of credit risk. Fair value represents management's estimates of the current market value at a given point in time.

The Company has certain financial assets and liabilities that are measured at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for

52 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts), or inputs that are derived principally from, or corroborated by, observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. There were no transfers among Levels 1, 2, and 3 during the year ended December 31, 2023 or the year ended December 31, 2022. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

Valuation methodology for Level 1 financial assets and liabilities:

Investments

The fair value of the investments are measured based on the investee's closing share price on the reporting date.

Valuation methodologies for Level 2 and 3 financial assets and liabilities:

Provisionally priced contracts and gold and copper swap contracts

The fair value of the provisionally priced contracts and the gold and copper swap contracts is calculated using the mark-to-market forward prices of London Metals Exchange gold and copper based on the applicable settlement dates of the outstanding provisionally priced contracts and copper swap contracts.

Foreign exchange forward contracts

The fair value of foreign exchange forward contracts is calculated using the mark-to-market method based on the difference between the forward Canadian dollar to U.S dollar foreign exchange rate and the foreign exchange rates of the contracts.

Fuel hedge swap contracts

The fair value of the fuel hedge swap contracts is calculated using the mark-to-market forward prices of diesel, based on the applicable settlement dates of the outstanding swap contracts.

Rainy River gold stream obligation

The fair value of the Rainy River gold stream obligation is calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected gold and silver ounces to be delivered from Rainy River’s life of mine projections.

New Afton free cash flow interest obligation

The fair value of the New Afton free cash flow interest obligation is calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected production, operating and capital costs from New Afton’s life of mine projections, including considerations to the minimum cash guarantee over the first four years of the instrument.

The following table summarizes the Company’s financial assets and liabilities by category and information about financial assets and liabilities measured at fair value on a recurring basis in the statement of

53 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Exhibit

financial position categorized by level of significance of the inputs used in making the measurements:


		As at December 31, 2023		As at December 31, 2022
(in millions of U.S. dollars)	Category	Level		Level
FINANCIAL ASSETS
Cash and cash equivalents	Financial assets at amortized cost		185.5		200.8
Trade and other receivables(1)	Financial assets at amortized cost		16.6		15.9
Provisionally priced contracts	Financial instruments at FVTPL	2	0.6	2	2.3
Gold and copper swap contracts	Financial instruments at FVTPL	2	(0.9)	2	(4.1)
Foreign exchange forward contracts	Financial instruments at FVTPL	2	3.2	2	0.4


Investments	Financial instruments at FVTPL	1	7.1	1	35.6
FINANCIAL LIABILITIES
Trade and other payables(2)	Financial liabilities at amortized cost		154.2		141.1
Long-term debt	Financial liabilities at amortized cost		396.0		394.9

Fuel hedge swap contracts	Financial instruments at FVTPL	2	1.1	2	—
Rainy River gold stream obligation	Financial instruments at FVTPL	3	199.9	3	174.7
New Afton free cash flow interest obligation	Financial instruments at FVTPL	3	543.4	3	378.9

1.Trade and other receivables exclude provisionally priced contracts, and gold and copper swap contracts.

2.Trade and other payables exclude the short-term portion of reclamation and closure cost obligation, the Rainy River gold stream obligation, and current derivative liabilities.

The carrying values and fair values of the Company’s financial instruments are as follows:


As at December 31, 2023			As at December 31, 2022
(in millions of U.S. dollars)	Carrying value	Fair value	Carrying value	Fair value
FINANCIAL ASSETS
Cash and cash equivalents	185.5	185.5	200.8	200.8
Trade and other receivables(1)	16.6	16.6	15.9	15.9
Provisionally priced contracts	0.6	0.6	2.3	2.3
Gold and copper swap contracts	(0.9)	(0.9)	(4.1)	(4.1)
Foreign exchange forward contracts	3.2	3.2	0.4	0.4

Investments	7.1	7.1	35.6	35.6
FINANCIAL LIABILITIES
Trade and other payables(2)	154.2	154.2	141.1	141.1
Long-term debt	396.0	406.0	394.9	355.0

Fuel hedge swap contracts	1.1	1.1	—	—
Rainy River gold stream obligation	199.9	199.9	174.7	174.7
New Afton free cash flow interest obligation	543.4	543.4	378.9	378.9

1.Trade and other receivables exclude provisionally priced contracts and gold and copper swap contracts.

2.Trade and other payables exclude the short-term portion of reclamation and closure cost obligation, the Rainy River gold stream obligation, and current derivative liabilities.

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Exhibit

22. Compensation of Key Management Personnel

The remuneration of the Company’s key management personnel(1) was as follows:


	Year ended December 31
(in millions of U.S. dollars)	2023	2022
KEY MANAGEMENT PERSONNEL REMUNERATION
Short-term benefits(2)	2.1	2.5
Share-based payments	0.8	0.2
Termination benefits(3)	—	3.7
Total key management personnel remuneration	2.9	6.4

1.Key management personnel, comprising the Company's directors and executive officers, are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company.

2. Short-term benefits include salaries, bonuses payable within twelve months of the statement of financial position date and other annual employee benefits.

3. In 2022, the Company made payments of $3.7 million and recovered $1.6 million in share-based expenses for a net charge of $2.1 million for severance and other termination benefits related to changes at the executive leadership level of the organization.

23. Commitments

The Company has entered into a number of contractual commitments for capital items relating to operations and development. At December 31, 2023, these commitments totaled $96.7 million. This compares to commitments of $64.0 million as at December 31, 2022. Certain contractual commitments may contain cancellation clauses; however, the Company discloses its commitments based on management’s intent to fulfill the contracts.

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Contents


OUR BUSINESS			3
USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS			3
OPERATING AND FINANCIAL HIGHLIGHTS			4
SUSTAINABILITY AND ESG			6
CORPORATE DEVELOPMENTS			7
OUTLOOK			8
MINERAL RESERVES AND MINERAL RESOURCES UPDATE			13
KEY PERFORMANCE DRIVERS			14
FINANCIAL RESULTS			16
REVIEW OF OPERATING MINES			21
FINANCIAL CONDITION REVIEW			27
NON-GAAP FINANCIAL PERFORMANCE MEASURES			32
ENTERPRISE RISK MANAGEMENT AND RISK FACTORS			46
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES			72
ACCOUNTING POLICIES			72
CONTROLS AND PROCEDURES			72
MINERAL RESERVES AND MINERAL RESOURCES			74
ENDNOTES			77
CAUTIONARY NOTES			78

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MANAGEMENT’S DISCUSSION AND ANALYSIS

All dollar figures are in United States dollars and tabular dollar amounts are in millions, unless otherwise noted.

For the year ended December 31, 2023.

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of New Gold Inc. and its subsidiaries (“New Gold” or the “Company”). This MD&A should be read in conjunction with New Gold’s consolidated financial statements for the years ended December 31, 2023 and 2022, and related notes, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board ("IASB"). This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the "Cautionary Note Regarding Forward-Looking Statements" section at the end of this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements. All dollar figures are in U.S. dollars and tabular dollar amounts are in millions, unless otherwise noted. Figures in some tables may not add due to rounding. This MD&A has been prepared as of February 13, 2024. Additional information relating to the Company, including the Company’s Annual Information Form, is available on SEDAR+ at www.sedarplus.ca.

OUR BUSINESS

New Gold Inc. is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”). 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. For further information on the Company, visit www.newgold.com.

ENDNOTES

Note references throughout the document are to endnotes which can be found on page 77 of this MD&A.

USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS

In this MD&A, we use the following non-GAAP financial performance measures: “Total cash costs", "all-in sustaining costs" or "AISC", "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", "G&A costs per tonne processed", "cash generated from operations before changes in non-cash operating working capital" and "free cash flow". For a detailed description of each non-GAAP financial performance measure used in this MD&A and a detailed reconciliation to the most directly comparable measures under IFRS, please refer to the “Non-GAAP Financial Performance Measures” section of this MD&A starting on page 32. The non-GAAP financial performance measures in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS as issued by the IASB. These measures may therefore not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

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OPERATING AND FINANCIAL HIGHLIGHTS

OPERATING HIGHLIGHTS


	Three months ended December 31		Year ended December 31
	2023	2022	2023	2022	2021
OPERATING INFORMATION
Gold equivalent (“eq.”) (ounces)(1):
Produced(3)	105,082	97,824	423,517	347,054	418,933
Sold(3)	103,504	95,161	415,181	342,839	402,449
Gold (ounces):
Produced(3)	79,187	80,694	321,178	271,373	286,921
Sold(3)	77,870	78,507	319,116	269,147	277,451
Copper (millions of pounds):
Produced(3)	12.0	6.9	47.4	31.1	61.7
Sold(3)	11.9	6.8	44.4	30.2	58.4
Revenue(10)
Gold ($/ounce)	1,977	1,736	1,920	1,791	1,778
Copper ($/pound)	3.52	3.53	3.61	3.70	3.97
Average realized price(2)
Gold ($/ounce)	2,001	1,751	1,944	1,808	1,798
Copper ($/pound)	3.72	3.74	3.84	3.94	4.24
Operating expenses per gold eq. ounce sold ($/ounce)(10)	1,167	1,140	1,085	1,116	938
Depreciation and depletion per gold eq. ounce sold ($/ounce)(10)	640	551	566	572	489
Total cash costs per gold eq. ounce sold ($/ounce)(2)	1,209	1,167	1,128	1,150	991
All-in sustaining costs per gold eq. ounce sold ($/ounce)(2)	1,575	1,668	1,545	1,818	1,463

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FINANCIAL HIGHLIGHTS


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022	2021
FINANCIAL INFORMATION
Revenue	199.2	162.8	786.5	604.4	745.5

Revenue less cost of goods sold	12.4	2.0	101.9	26.3	172.5
Net (loss) earnings	(27.4)	(16.9)	(64.5)	(66.8)	140.6
Adjusted net (loss) earnings(2)	(4.7)	(6.3)	48.4	(26.1)	82.9
Cash generated from operations	70.6	31.9	287.6	190.7	323.7
Cash generated from operations before changes in non-cash operating working capital(2)	64.9	44.3	293.4	181.6	322.7
Sustaining capital(2)	24.1	34.1	121.6	183.6	145.6
Growth capital(2)	36.5	37.1	144.3	109.2	101.7
Total mining interest capital expenditures	60.6	71.2	265.9	292.8	247.3
Total assets	2,286.0	2,243.5	2,286.0	2,243.5	2,476.8
Cash and cash equivalents	185.5	200.8	185.5	200.8	481.5
Long-term debt	396.0	394.9	396.0	394.9	491.0
Non-current liabilities excluding long-term debt	871.8	717.9	871.8	717.9	857.0
Share Data
(Loss) earnings per share
Basic ($)	(0.04)	(0.02)	(0.09)	(0.10)	0.21
Diluted ($)	(0.04)	(0.02)	(0.09)	(0.10)	0.21
Adjusted net (loss) earnings per basic share ($)(2)	(0.01)	(0.01)	0.07	(0.04)	0.12
Share price as at December 31 (TSX - Canadian dollars)	1.92	1.33	1.92	1.33	1.89
Weighted average outstanding shares (basic) (millions)	685.1	682.3	684.0	681.9	680.8

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SUSTAINABILITY AND ESG

The Company is committed to responsible mining through implementation of sound environmental, social and governance ("ESG") practices. Throughout the year, the Company continued to work on three sustainability anchors: Environment, Indigenous Rights and Community Engagement. The Company is also continuing to implement and report on the Mining Association of Canada’s Towards Sustainable Mining ("TSM") framework at all its operating mines. New Gold continues to prioritize the health, safety and well-being of its people through the “Courage to Care” initiative.

Health and Safety

Total recordable injury frequency rate ("TRIFR") was 0.80 for the year, a reduction of 18% compared to

the prior year, achieving the lowest on record consolidated TRIFR for the Company. In the fourth quarter of 2023, Rainy River achieved a milestone of two years and over 2 million hours without a Lost Time Injury. In 2023, New Afton received the J.T Ryan Safety Award for British Columbia and Yukon along with the British Columbia’s Safest Large Underground Mine award for having the lowest TRIFR for 2022 in the respective regions.

Environment

Water Management

New Gold made progress implementing its water stewardship strategy at both operations. This was demonstrated through achieving Level AAA results under the TSM Water Stewardship Protocol for the New Afton and Rainy River Mines. Both sites were externally audited against this protocol in 2023. Rainy River completed improvements in water management infrastructure, including diversions, water treatment and water discharge. This allowed for increased efficiency in treatment and discharge in 2023, and position Rainy River to achieve its water management objectives in 2024.

Climate Action

In 2023, the Company continued its implementation journey for the Task Force for Climate-related Disclosure ("TCFD") recommendations. Progress was made to assess opportunities for Scope 1 & 2 greenhouse gas ("GHG") emissions reductions at both New Afton and Rainy River to help ensure the Company meets its goal of a 30% reduction in GHG emissions by 2030 (with a baseline year of 2020). At New Afton, the fleet electrification project continued with the delivery and commissioning of 2 battery electric vehicle haul trucks. In addition, the climate change risk assessment was reviewed using a quantitative approach, aligned with the TCFD recommendations. The Company intends to publish an updated TCFD report in the first half of 2024.

In 2023, New Gold’s New Afton Mine received the TSM Environmental Excellence Award for its leading practices around energy and greenhouse gas management, after being verified Level AAA for the TSM Protocol for energy and GHG management in 2022.

Tailings Management

Two important tailings management construction projects were completed in 2023. The construction of a two meter dam raise at the Rainy River Tailings Management Area, and the construction of the dewatering wells at the New Afton Tailings Storage Facility ("NATSF") to advance C-Zone stabilization. The Independent Tailings Review Board ("ITRB") completed two in-person site visits and reviews at New Afton and one in-person site visit and review and one virtual review at Rainy River. The ITRB is satisfied

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that both operations are advancing recommendations and have appropriate governance and resources applied. Both sites reported Level AAA performance under the TSM Tailings Management Protocol in 2023.

Social

Indigenous & Community Relations

The Company recognizes the importance and value of its relationships with local and Indigenous communities. The New Afton Mine and the Rainy River Mine teams regularly engage with interested stakeholders with the aim to build trust, provide employment and contract opportunities and identify areas for support to local communities. Both sites reached performance at or above Level AA for the TSM Indigenous and Community Relationship protocol.

Governance

ESG Disclosure

The Cerro San Pedro ("CSP") Closure Report was released in April 2023. The report highlighted the success of social closure activities at CSP as well as the Todos por Cerro San Pedro Foundation ("FTCSP"). Through the CSP closure activities, over MXN $107 million have been contributed to infrastructure projects in the Cerro de San Pedro municipality from 2017 to 2022 and over MXN $81 million has been contributed to the Fund for Sustainable Regional Development of Mining States and Municipalities since 2014. FTCSP has been able to reach over 2,500 participants through various programs focused on innovation, entrepreneurship and environmental education.

In June 2023, the Company published its annual ESG Report (formerly, the Sustainability Report), providing detailed information about the Company’s 2022 performance and outcomes against material ESG topics and metrics. This year’s ESG Report presented information in four separate shorter reports: ESG Overview, Environment, Social and Governance. An additional ESG data factbook was developed to provide detailed data and show alignment with the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), the Mining Local Procurement Reporting Mechanism (LPRM) and the United Nations Sustainable Development Goals (UN SDGs). The collective ESG Report is published on New Gold's Sustainability microsite along with other relevant ESG information available at https://sustainability.newgold.com/esg-report/

The Company continued to implement the TCFD recommendations; however, it did not publish a TCFD report in 2023. The Company intends to develop and publish an updated TCFD report in the first half of 2024, reporting on the progress completed to date.

CORPORATE DEVELOPMENTS

In January 2023, the Company sold all of its outstanding and remaining shares in Artemis Gold Inc. for approximately $23.4 million (C$31.5 million). The shares were previously acquired as part of the divestment of the Blackwater Project in 2020.

In April 2023, the Company amended its revolving credit facility, extending the maturity date to

December 2026 from December 2025 and maintaining the existing borrowing limit of $400.0 million.

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In April 2023, the Company announced the appointment of Yohann Bouchard as Executive Vice President and Chief Operating Officer, and the promotion of Ankit Shah to Executive Vice President, Strategy and Business Development. The Company also announced the appointment of Luke Buchanan as Vice President, Technical Services and Jean-François Ravenelle as Vice President, Geology.

In October 2023, the Company provided an update on the C-Zone Project at New Afton. Please refer to the press release dated October 2, 2023, "New Afton Achieves Significant Milestone with Completion of the First Draw Bell at C-Zone and C-Zone Commercial Production On-Track for Second Half of 2024".

In October 2023, the Company provided an update on promising opportunities for mine life extension at New Afton, with the potential to extend the mine life beyond 2030. The Company also reported encouraging drill results and future exploration plans for the K-Zone and AI-Southeast gold-copper zones and presented a regional outlook on exploration initiatives in South-Central British Columbia, with a plan to strategically leverage New Afton's mill and tailings facilities to further extend the mine life. For further information, please refer to press release dated October 10, 2023, "New Gold Outlines Opportunities to Extend C-Zone Beyond 2030, Presents Strategic Pipeline for Additional Mine Life Extension at New Afton".

In November 2023, the Company announced the promotion of Keith Murphy to Executive Vice President and Chief Financial Officer, effective January 2, 2024. Mr. Murphy succeeded Rob Chausse, who retired at the end of 2023.

In February 2024, the Company released inaugural three-year operational outlook and updated Mineral Reserve and Mineral Resources statement for the Company as of December 31, 2023.

OUTLOOK

The Company provided three-year production and operating guidance in February 2024, which outlined higher production at significantly lower costs over the next three years. For a summary of the key assumptions and related risks associated with the 2024 guidance and three-year production, cost, capital, and exploration outlook, please refer to the press release dated February 8, 2024, "New Gold outlines significant free cash flow generation profile supported by improving production and decreasing costs over the next three years".

Three-year Guidance Highlights

Consolidated gold production is expected to increase by approximately 35% from 2023 to 410,000 to 460,000 ounces in 2026 driven by increasing production profiles at both Rainy River and New Afton as growth projects are completed in the near-term.

Copper production is expected to increase by approximately 60% from 2023 to 71 to 81 million pounds in 2026 driven by the steady ramp-up of C-Zone.

All-in sustaining costs (on a by-product basis)2 are expected to decrease by over 51% compared to 2023 to between $650 and $750 per ounce in 2026, driven by higher production at both operations, significant reduction in total capital, and lower operating costs as the C-Zone crusher and conveyor comes online, and Rainy River completes Phase 4 waste removal and commences mining from the underground Main Zone.

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The higher production, lower costs, and lower capital spend over the next three years are expected to drive significant free cash flow2 for the Company.

2024 Guidance Highlights

2024 consolidated gold production is expected to be 310,000 to 350,000 ounces compared to 321,178 ounces in 2023. Production is expected to strengthen in the second half of the year, with the second half of 2024 expected to represent approximately 60% of annual production as waste stripping at Rainy River is sequenced in the first half of the year.

2024 copper production is expected to be between 50 to 60 million pounds, approximately 16% higher than 2023 driven by increased contribution from C-Zone at New Afton.

2024 total cash costs (on a by-product basis)2 are expected to decrease by approximately 13% compared to 2023 to between $725 and $825 per ounce driven by increased production from both operations.

2024 all-in sustaining costs (on a by-product basis)2 are expected to decrease by approximately 10% compared to 2023 to between $1,240 and $1,340 per ounce driven by lower total cash costs2, higher production from both operations and lower sustaining capital2 primarily related to waste stripping activities at Rainy River.

2024 total capital expenditures are expected to be $290 million to $330 million, or a 17% increase over 2023 actual capital expenditures of $266 million, as growth projects at both operations are brought online during the year.

Consolidated Operational Outlook

In 2024, the Company will report production on a gold and copper basis. Operating expense will be reported on a co-product basis. Consolidated total cash costs2 and all-in sustaining costs2 will be reported on a by-product basis, net of by-product silver and copper sales. Given New Afton’s significant copper contribution, the mine will report cash costs2 and all-in sustaining costs2 on a co-product basis, in addition to by-product basis. The co-product basis removes the impact of copper sales revenue and apportions cash costs2 and all-in sustaining costs2 to gold and copper activities, and subsequently divides the amount by the total gold ounces or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures.

The Company has assumed $22.00 per silver ounce and $3.75 per copper pound, and a foreign exchange rate of $1.32 Canadian dollars to $1.00 US dollar in its three-year outlook.


Consolidated Operational Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Gold production (ounces)	321,178	310,000 - 350,000	360,000 - 410,000	410,000 - 460,000
Copper production (Mlbs)	47	50 - 60	51 - 61	71 - 81
Operating expenses ($/oz gold, co-product)10	$1,048	$965 - $1,065	$850 - $950	$750 - $850
Operating expenses ($/lb copper, co-product)10	$2.61	$1.90 - $2.40	$1.85 - $2.35	$1.50 - $2.00
Cash costs per gold ounce sold (by-product basis)2	$891	$725 - $825	$650 - $750	$400 - $500
All-in sustaining costs per gold ounce sold (by-product basis)2	$1,434	$1,240 - $1,340	$975 - $1,075	$650 - $750

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Consolidated Capital Investment & Exploration Expense Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Total capital ($M)	$266	$290 - $330	$190 - $220	$85 - $105
Sustaining capital ($M)2	$122	$115 - $130	$75 - $90	$55 - $70
Growth capital ($M)2	$144	$175 - $200	$115 - $130	$30 - $35

Rainy River Operational Outlook

In 2024, Gold production is expected to be 250,000 to 280,000 ounces, an increase of 4% over the prior year due to a modest increase in gold grade as the underground mining rate is expected to increase. Production is expected to significantly strengthen in the second half of the year as waste stripping activities are sequenced in the first half. The second half of 2024 is expected to represent approximately 60% of the annual production, with the fourth quarter expected to represent approximately 35%. Initial production from the underground Main Zone remains on-track for the fourth quarter of 2024.

2024 total cash costs (on a by-product basis)2 are expected to decrease by approximately 4% compared to 2023 to $980 and $1,080 per ounce due to higher production. All-in sustaining costs (on a by-product basis)2 are expected to decrease by approximately 5% compared to 2023 to $1,425 and $1,525 per ounce due to lower cash costs2 and higher production. Total cash costs (on a by-product basis)2 and all-in sustaining costs (on a by-product basis)2 are expected to decrease significantly on a quarterly basis throughout 2024 due to the processing of lower grades in the first half of the year while stripping activities are prioritized.

Total capital is expected to be $145 to $165 million. Sustaining capital2 is expected to be $100 to $110 million, including approximately $50 million in capitalized waste ($25 million of which was deferred from 2023), $25 million towards the annual tailings dam raise, $10 million in capital parts and components replacement programs and $20 million related to equipment and other general sustaining capital2. Growth capital2 is expected to be $45 to $55 million, related to the continued development of the Intrepid and underground Main Zones. Sustaining capital2 is expected to be heavily first half weighted and will trend lower in the second half of the year, with the second half of 2024 expected to represent approximately 40% of the sustaining capital2 spend. Growth capital2 is expected to be second half weighted, as underground mine development is increasing in the second half of the year. The second half of 2024 is expected to represent approximately 70% of the growth capital2 spend.

Waste stripping activities are expected to significantly decrease after the first half of 2024, priming Rainy River to enter a sustained free cash flow generating period.


Rainy River Operational Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Gold production (ounces)	253,745	250,000 - 280,000	295,000 - 335,000	315,000 - 355,000
Operating expenses ($/oz gold, co-product)10	$1,117	$1,025 - $1,125	$900 - $1,000	$800 - $900
Cash costs per gold ounce sold (by-product basis)2	$1,074	$980 - $1,080	$875 - $975	$850 - $950
All-in sustaining costs per gold ounce sold (by-product basis)2	$1,547	$1,425 - $1,525	$1,150 - $1,250	$1,000 - $1,100

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Rainy River Capital Investment & Exploration Expense Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Total capital ($M)	$121	$145 - $165	$105 - $120	$75 - $90
Sustaining capital ($M)2	$103	$100 - $110	$70 - $80	$45 - $55
Growth capital ($M)2	$18	$45 - $55	$35 - $40	$30 - $35

New Afton Operational Outlook

Gold production is expected to be 60,000 to 70,000 ounces, approximately 3% higher than 2023 (excluding gold produced from ore purchase agreements). Copper production is expected to be 50 to 60 million pounds, approximately 16% higher than 2023. The increase in gold and copper production are a result of ongoing steady-state production above design at B3, and the ramp-up of mining at C-Zone through the year. B3 is expected to average approximately 8,300 tpd in 2024. C-Zone commercial production remains on-track for the second half of 2024, and with a modest ramp-up through 2024 mill throughput is expected to average 12,000 tpd by year-end. Gold and copper production is expected to be relatively constant on a quarterly basis as a reduction in grade through the year is offset by increasing throughput as C-Zone ramps up.

Total cash costs (on a by-product basis)2 are expected to decrease compared to 2023 to between ($300) and ($200) per ounce due to higher production. All-in sustaining costs (on a by-product basis)2 are expected to decrease compared to 2023 to between $25 and $125 per ounce due to lower total cash costs2 and higher production. Total cash costs (on a by-product basis)2 and all-in sustaining costs (on a by-product basis)2 are expected to decrease on a quarterly basis throughout 2024 as throughput increases as C-Zone ramps up.

Total capital is expected to be $145 to $165 million. Sustaining capital2 is expected to be $15 to $20 million, including approximately $5 million related to tailings management and $5 million related to equipment and the remainder related to other general sustaining capital2. Growth capital2 is expected to be $130 to $145 million related to the continued advancement of the C-Zone project, primarily focused on mine development, commissioning of the crusher and conveyor and other infrastructure installation, and continued progress on stabilization. Growth capital2 is expected to be generally consistent throughout the year.

The ramp-up of mining at C-Zone through the year and the completion of key development and infrastructure activities position New Afton to begin sustained free cash glow generation in the second half of 2024.

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New Afton Operational Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Gold production (ounces)I	62,637	60,000 - 70,000	65,000 - 75,000	95,000 - 105,000
Copper production (Mlbs)	47	50 - 60	51 - 61	71 - 81
Operating expenses ($/oz gold, co-product)10	$775	$720 - $820	$650 - $750	$500 - $600
Operating expenses ($/lb copper, co-product)10	$2.61	$1.90 - $2.40	$1.80 - $2.30	$1.50 - $2.00
Cash costs per gold ounce sold (by-product basis)2	$166	($300) - ($200)	($400) - ($300)	($1,050) - ($950)
Cash costs per gold ounce sold (co-product basis)2	$847	$800 - $900	$725 - $825	$500 - $600
Cash costs per copper pound sold (co-product basis)2	$2.86	$2.15 - $2.65	$2.00 - $2.50	$1.35 - $1.85
All-in sustaining costs per gold ounce sold (by-product basis)2	$502	$25 - $125	($275) - ($175)	($900) - ($800)
All-in sustaining costs per gold ounce sold (co-product basis)2	$948	$895 - $995	$775 - $875	$550 - $650
All-in sustaining costs per copper pound sold (co-product basis)2	$3.20	$2.40 - $2.90	$2.10 - $2.60	$1.65 - $2.15
IExclusive of any material from the ore purchase agreement.


New Afton Capital Investment & Exploration Expense Estimates	Year Ended December 31, 2023	2024 Guidance	2025 Guidance	2026 Guidance
Total capital ($M)	$145	$145 - $165	$85 - $100	$10 - $15
Sustaining capital ($M)2	$19	$15 - $20	$5 - $10	$10 - $15
Growth capital ($M)2	$127	$130 - $145	$80 - $90	-

2024 Assumptions and Sensitivities

A summary of key assumption sensitivities to all-in sustaining costs2 for 2024 can be found below:


Sensitivities	Copper Price	CDN/USD	Silver
Base Assumption	$3.75	$1.32	$22.00
Sensitivity	+/- $0.25	+/- $0.05	+/- $1.00
All-In Sustaining Cost Per Ounce Impact
Rainy River	-	+/- $50	+/- $5
New Afton	+/- $200	+/- $90	+/- $5
Consolidated	+/- $40	+/- $60	+/- $5

Cash Costs & All-In Sustaining Costs

Beginning in 2024, New Gold will report consolidated operating expenses on a co-product basis and cash costs2 and all-in sustaining costs2 on a by-product basis. The Company produces copper and silver as by-products of its gold production. Upon adoption of the change in 2024, the calculation of cash costs2 and all-in sustaining costs2 per gold ounce sold for Rainy River will be net of by-product silver sales revenue, and the calculation of cash costs2 and all-in sustaining costs2 per gold ounce sold for New Afton will be net of by-product silver and copper sales revenue. New Gold notes that in connection with New Afton, the copper by-product revenue is sufficiently large to result in negative all-in sustaining costs2 on a single mine basis. Additionally, for New Afton, the Company will report cash costs2 and all-in sustaining costs2 on

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a co-product basis, which removes the impact of other metal sales that are produced as a by-product of gold production and apportions the cash costs2 to each metal produced on a percentage of revenue basis, and subsequently divides the amount by the total gold ounces or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures.

Unless indicated otherwise, the cash costs2 and all-in sustaining costs2 information in this MD&A is shown on a gold equivalent basis.

New Gold will cease providing gold equivalent cash costs2 and all-in sustaining costs2 after 2023.

MINERAL RESERVES AND MINERAL RESOURCES UPDATE

The Company provided a mineral reserves and mineral resources update in February 2024. Refer to the Company's February 8, 2024 minerals reserves and mineral resource press-release for a summary of the key assumptions and related risks associated with the 2024 minerals reserves and mineral resource.

As of December 31, 2023, New Gold reported total Mineral Reserves of 3,156,000 ounces of gold, 8.2 million ounces of silver, and 551 million pounds of copper. Measured and Indicated Mineral Resources, exclusive of Mineral Reserves, totals 2,187,000 ounces of gold, 7.3 million ounces of silver and 1,147 million pounds of copper and Inferred Mineral Resources of 230,000 ounces of gold, 563,000 ounces of silver and 101 million pounds of copper.

Rainy River successfully added new open pit and underground Mineral Reserves in 2023, reporting a total of 2,421,000 ounces of gold, 74% replacement of mining depletion. In the open pit mine, Phase 5 is included in Mineral Reserves following an infill drilling campaign in 2023. Phase 5 is expected to add approximately one year to the open pit mine life. Underground Mineral Reserves increased from 1,228,000 ounces of gold at the end of 2022 to 1,322,000 ounces of gold at the end of 2023, more than offsetting depletion from underground mining.

New Afton reported Mineral Reserves of 735,000 ounces of gold and 551 million pounds of copper in the B3 and C-Zone block caves, forming the basis for a reserves mine life to 2030. Mineral Reserves reduced by 69,000 ounces of gold and 56 million pounds of copper in 2023 due to mining depletion. The Company is targeting to replace a portion of mining depletion over the next few years, starting at the end of 2024, through extension of existing zones and inclusion of new mining zones.

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Mineral Reserves and Mineral Resources Summary1	As at December 31, 20232			As at December 31, 2022
	Gold koz	Silver koz	Copper Mlbs	Gold koz	Silver koz	Copper Mlbs
Proven and Probable Mineral Reserves
Rainy River	2,421	6,343	—	2,493	6,176	—
Open Pit	867	1,947	—	1,081	2,212	—
Underground	1,322	3,161	—	1,228	2,966	—
Low grade and stockpile	233	1,235	—	185	999	—
New Afton	735	1,856	551	804	1,999	607
Total Proven and Probable Mineral Reserves3	3,156	8,199	551	3,297	8,176	607
Measured and Indicated Mineral Resources (exclusive of Mineral Reserves)1
Rainy River	837	2,218	—	1,501	3,627	—
Open Pit	128	159	—	127	161	—
Underground	709	2,060	—	1,374	3,466	—
New Afton	1,350	5,093	1,147	1,222	4,495	1,035
Total Measured and Indicated Mineral Resources3	2,187	7,312	1,147	2,722	8,122	1,035
Total Inferred Mineral Resources3	230	563	101	375	782	135
1.Refer to the detailed Mineral Reserve and Mineral Resource tables that follow at the end of this press release for the estimates as at December 31, 2023 and the Company’s Annual Information Form dated February 24, 2023 for estimates as at December 31, 2022. 2.The Mineral Reserves and Mineral Resources stated above are as at December 31, 2023 and do not reflect any events subsequent to that date. 3.Numbers may not add due to rounding.

KEY PERFORMANCE DRIVERS

There is a range of key performance drivers that are critical to the successful implementation of New Gold’s strategy and the achievement of its goals. The key internal drivers are production volumes and costs. The key external drivers are the market prices of gold and copper as well as foreign exchange rates.

Production Volumes and Costs

For an analysis of the impact of production volumes and costs for the three months and year ended December 31, 2023 relative to the prior-year periods, refer to the “Review of Operating Mines” section of this MD&A.

Commodity Prices

Gold Prices

The price of gold is the single largest factor affecting New Gold’s profitability and operating cash flows. As such, the current and future financial performance of the Company is expected to be closely related to the prevailing price of gold.

For the three months ended December 31, 2023, New Gold's gold revenue per ounce10 and average realized gold price per ounce2 were $1,977 and $2,001, respectively, compared to the London Bullion Market ("LBMA") p.m. average gold price of $1,971 per ounce.

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For the year ended December 31, 2023, New Gold's gold revenue per ounce10 and average realized gold price per ounce2 were $1,920 and $1,944, respectively, compared to the LBMA p.m. average gold price of $1,940 per ounce.

Copper Prices

For the three months ended December 31, 2023, New Gold’s copper revenue per pound10 and average realized copper price per pound2 were $3.52 and $3.72, respectively, compared to the average London Metals Exchange ("LME") copper price of $3.71 per pound.

For the year ended December 31, 2023, New Gold’s copper revenue per pound10 and average realized copper price per pound2 were $3.61 and $3.84, respectively, compared to the average LME copper price of $3.85 per pound.

Foreign Exchange Rates

While the Company’s key operations are in Canada, revenue is generated in U.S. dollars. As a result, the Company has foreign currency exposure with respect to costs not denominated in U.S. dollars. New Gold’s operating results and cash flows are influenced by changes in exchange rates against the U.S. dollar. The Company has exposure to the Canadian dollar through New Afton and Rainy River, as well as through corporate administration costs.

The annual average Canadian dollar rate weakened against the U.S. dollar during 2023 compared to the annual average rate in 2022. The weakening of the Canadian dollar impacts costs in U.S. dollar terms at the Company’s Canadian operations, as a significant portion of operating and capital costs are denominated in Canadian dollars.

For an analysis of the impact of foreign exchange fluctuations on operating costs, refer to the relevant sections for Rainy River and New Afton under the heading “Review of Operating Mines”.

Economic Outlook

The LBMA p.m. gold price increased by 11% during the fourth quarter of 2023, finishing the quarter at $2,078 per ounce. Gold prices reached a record high over the quarter as economic releases showing easing inflation reinforced expectations for multiple Federal Reserve interest rate cuts in 2024. Expectations of looser monetary policy caused the U.S. Dollar to fall and government bond yields to decrease, both of which supported the price of gold. Looking forward, geopolitical and economic uncertainty may provide further support for gold prices.

Prospects for gold are impacted by several structural factors. Mine supply has been plateauing as high-quality deposits become more difficult to find and more expensive to develop and mine. Economic events can have significant effects on the price of gold, through currency rate fluctuations, the relative strength of the U.S. dollar, gold supply and demand and macroeconomic factors, such as interest rates and inflation expectations. Management anticipates that the long-term economic environment should provide support for gold and precious metals and believes the prospects for the business are favourable.

The LME cash copper price increased by 3% during the fourth quarter of 2023, finishing the quarter at $3.84 per pound. Copper prices rose during the quarter on increased domestic stimulus measures in China and the potential end of the Federal Reserve’s tightening cycle, both supporting the demand

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outlook. Over the longer-term, continued growth in the global economy could increase demand for copper and provide support for copper prices.

FINANCIAL RESULTS

Summary of Financial Results


	Three months ended December 31				Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022	2021
FINANCIAL RESULTS
Revenue	199.2	162.8	786.5	604.4	745.5
Operating expenses	120.8	108.5	450.4	382.7	377.3
Depreciation and depletion	66.0	52.3	234.2	195.4	195.7
Revenue less cost of goods sold	12.4	2.0	101.9	26.3	172.5
Corporate administration	6.6	5.3	24.5	21.3	21.8
Corporate restructuring	—	2.1	—	2.1	—
Share-based payment expenses	2.9	2.4	5.4	2.6	2.2

Exploration and business development	2.5	2.2	10.2	16.0	11.2

(Loss) income from operations	0.4	(10.0)	61.8	(15.7)	137.3
Finance income	1.9	1.7	7.5	3.8	0.3
Finance costs	(2.4)	(4.7)	(13.2)	(27.8)	(34.8)
Other gains and losses
(Loss) gain on foreign exchange	(3.4)	(1.2)	(3.1)	6.5	1.4
Loss on disposal of assets	—	—	(0.3)	(2.0)	(2.0)
Gain (loss) on revaluation of investments	0.5	2.7	(4.4)	(28.0)	(21.3)
Gain on disposal of Blackwater stream	—	—	—	—	147.3
Unrealized (loss) gain on revaluation of non-current derivative financial liabilities	(30.9)	(0.3)	(108.2)	3.0	(62.9)
Loss on revaluation of copper price option contracts	—	—	—	—	(1.5)
Gain (loss) on foreign exchange derivative	3.8	6.0	3.0	(2.3)	1.5
(Loss) gain on fuel hedge swap contracts	(0.9)	0.3	(1.4)	0.3	—

Revaluation of CSP's reclamation and closure cost obligation	0.1	(0.7)	(0.5)	(2.1)	(4.2)

Flow through share premium	—	—	—	—	1.7
Other	0.1	0.5	(0.4)	(1.1)	(2.5)
(Loss) income before taxes	(30.8)	(5.7)	(59.2)	(65.4)	160.3
Income tax recovery (expense)	3.4	(11.2)	(5.3)	(1.4)	(19.7)


Net (loss) earnings	(27.4)	(16.9)	(64.5)	(66.8)	140.6
Adjusted net earnings (loss)(2)	(4.7)	(6.3)	48.4	(26.1)	82.9

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Revenue

For the three months and year ended December 31, 2023, the increase in revenue relative to the prior-year periods was due to higher sales volumes and higher gold prices, partially offset by lower copper prices.

Operating expenses

For the three months and year ended December 31, 2023, operating expenses were higher than the prior-year periods due to higher production. For further information, please refer to the "Review of Operating Mines" section of this MD&A.

Depreciation and depletion

For the three months and year ended December 31, 2023, depreciation and depletion increased when compared to the prior-year periods due to higher production.

Revenue less cost of goods sold

For the three months and year ended December 31, 2023, revenue less costs of goods sold increased when compared to the prior-year periods primarily due to higher revenue.

Corporate administration

For the three months and year ended December 31, 2023, corporate administration increased when compared to the prior-year periods primarily due to increased headcount.

Share-based payment expenses

For the three months and year ended December 31, 2023, share-based payment expenses increased when compared to the prior-year periods due to an increase in average share price.

Exploration and business development

For the three months ended December 31, 2023, exploration and business development expenses were consistent when compared to the prior-year period. For the year ended December 31, 2023, exploration and business development expenses decreased primarily due to decreased resource conversion at both Rainy River and New Afton when compared to the prior-year period.

Finance income

For the three months and year ended December 31, 2023, finance income increased due to an increase in interest rates when compared to the prior-year periods.

Finance costs

For the three months and year ended December 31, 2023, finance costs decreased mainly due to additional capitalized interest related to capital projects at New Afton, and the repayment of long-term debt for the year ended in the prior-year period.

Other gains and losses

Foreign exchange

Movements in foreign exchange are primarily due to the revaluation of monetary assets and liabilities as at the balance sheet date, and the appreciation or depreciation of the Canadian dollar when compared to the U.S. dollar in the current periods.

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Gain (loss) on revaluation of investments

For the three months ended December 31, 2023, the Company recorded a gain of $0.5 million primarily due to increases in the share price of certain investments in the quarter. For the year ended December 31, 2023, the Company recorded a loss of $4.4 million primarily due to realized and unrealized decreases in the share price of certain investments during the year.

Rainy River Gold stream obligation

For the three months and year ended December 31, 2023, the Company recorded an unrealized loss on the revaluation of the Rainy River gold stream obligation derivative instrument of $23 million and $29.8 million, respectively, due to higher metal prices and a decrease in the market observable discount rates.

New Afton free cash flow interest obligation

For the three months and year ended December 31, 2023, the Company recorded an unrealized loss on revaluation of the New Afton free cash flow interest obligation of $7.9 million and $78.4 million, respectively, due to higher metal prices and a decrease in the market observable discount rates.

Gain (loss) on foreign exchange derivative

For the three months and year ended December 31, 2023, the Company recorded a gain on foreign exchange derivatives of $3.8 million and $3.0 million, respectively, associated with the Company's foreign exchange contracts.

(Loss) gain on fuel hedge swap contracts

For the three months and year ended December 31, 2023, the Company recorded a loss of $0.9 million and $1.4 million, respectively, associated with the Company's fuel hedge swap contracts.

The Other Gains and Losses listed above are added back for the purposes of calculating adjusted net earnings2. Adjusted net earnings2 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section starting on page 32 of this MD&A for more details about adjusted net earnings.

Income tax

The current income tax expense and prior year income tax expense relates primarily to current and deferred mineral taxes in the period. Income tax expense for the three months ended December 31, 2023 decreased primarily due to the tax impact of the revaluation of the New Afton free cash flow obligation. Income tax expense for the year ended December 31, 2023 increased primarily due to an increase in revenue.

On an adjusted net loss2 basis, the adjusted tax expense2 for the year ended December 31, 2023 was $7.7 million, compared to an adjusted tax recovery of $7.2 million in the prior year. The adjusted tax recovery (expense)2 excludes the tax impact of other gains and losses on the consolidated income statement. Adjusted tax recovery (expense)2 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the “Non-GAAP Financial Performance Measures” section on page 32 of this MD&A for more details.

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Net (loss) earnings

For the three months ended December 31, 2023, there was an increase in net loss compared to the prior-year period, primarily due to higher unrealized losses on the revaluation of the Rainy River gold stream obligation and the New Afton free cash flow interest obligation, partially offset by higher revenue. For the year ended December 31, 2023, net loss was consistent compared to the prior-year period.

Adjusted net earnings (loss)2

Net (losses) earnings have been adjusted for loss on repayment of long-term debt, corporate restructuring and other gains and losses on the consolidated income statement. Key elements in other gains and losses are the fair value changes for the gold stream obligation, fair value changes for the New Afton free cash flow interest obligation, foreign exchange gains/loss and fair value changes in investments. The adjusted entries are also impacted by tax expenses to the extent that the underlying entries are impacted for tax in the unadjusted net earnings. Adjusted net (loss) earnings is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the “Non-GAAP Financial Performance Measures” section starting on page 32 of this MD&A for more details.

For the three months ended December 31, 2023, adjusted net earnings2 was consistent compared to the prior-year period. For the year ended December 31, 2023, adjusted net earnings2 increased compared to the prior-year period primarily due to higher revenue and lower finance costs, partially offset by higher operating expenses, and depreciation and depletion.

For further information on the Company’s liquidity and cash flow position, please refer to the “Liquidity and Cash Flow” section of this MD&A.

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Key Quarterly Operating and Financial Information

Selected financial and operating information for the current and previous quarters is as follows:



(in millions of U.S. dollars, except where noted)	Q4 2023	Q3 2023	Q2 2023	Q1 2023	Q4 2022	Q3 2022	Q2 2022	Q1 2022	Q4 2021
OPERATING INFORMATION
Gold production from operations (ounces)(4)	79,187	82,986	76,527	82,477	80,694	70,147	52,431	68,101	81,072
Gold sales from operations (ounces)(4)	77,870	79,821	74,219	87,206	78,507	68,816	51,263	70,562	78,745
Revenue	199.2	201.3	184.4	201.6	162.8	151.2	115.7	174.7	202.6
Net (loss) income	(27.4)	(2.7)	(2.6)	(31.8)	(16.9)	(4.2)	(37.9)	(7.8)	150.9
Per share:
Basic ($)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)	(0.01)	(0.06)	(0.01)	0.22
Diluted ($)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)	(0.01)	(0.06)	(0.01)	0.22

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REVIEW OF OPERATING MINES

Rainy River Mine, Ontario, Canada

Rainy River is a gold mine located in Northwestern Ontario, Canada approximately 50 kilometres northwest of Fort Frances, a town of approximately 8,000 people.

A summary of Rainy River’s operating results is provided below.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
OPERATING INFORMATION
Ore mined (thousands of tonnes)	2,782	3,259	12,725	8,535
Operating waste mined (thousands of tonnes)	4,401	5,202	19,545	14,241
Capitalized waste mined (thousands of tonnes)	3,067	1,828	12,008	18,716
Waste mined (thousands of tonnes)	7,468	7,030	31,553	32,958
Ratio of waste-to-ore	2.74	2.19	2.53	3.91
Ore processed (thousands of tonnes)	2,304	2,045	8,764	8,602
Average gold grade (grams/tonne)	0.94	1.16	0.99	0.91
Gold recovery rate (%)	90	92	91	91
Gold eq. (ounces)(1):
Produced(3)	64,290	71,221	259,679	235,194
Sold(3)	62,650	68,392	260,897	233,788
Gold (ounces)(1):
Produced(3)	62,692	69,753	253,745	229,822
Sold(3)	61,086	66,992	254,932	228,565
Gold Revenue ($/ounce)	1,999	1,748	1,939	1,807
Average gold realized price ($/ounce)(2)	1,999	1,748	1,939	1,807
Open pit net mining cost per operating tonne mined(2)	4.11	4.03	3.55	3.93
Processing cost per tonne processed(2)	10.92	11.31	11.65	10.28
G&A cost per tonne processed(2)	4.39	4.68	4.27	4.10
Operating expenses per gold eq. ounce sold ($/ounce)(10)	1,222	1,014	1,091	985
Depreciation and depletion per gold eq. ounce sold(10)	769	559	640	634
Total cash costs per gold eq. ounce sold(2)	1,222	1,014	1,091	985
All-in sustaining costs per gold eq. sold(2)	1,600	1,467	1,554	1,605
FINANCIAL INFORMATION
Revenue	125.1	119.5	505.4	421.7

Revenue less cost of goods sold	0.4	11.9	53.8	43.2
Capital expenditures (sustaining capital)(2)	20.2	26.2	102.8	127.1
Capital expenditures (growth capital)(2)	4.2	4.2	17.8	17.7
Total mining interest capital expenditures	24.5	30.4	120.6	144.8
Cash generated from operations	56.6	42.2	212.7	195.4
Free cash flow(2)	23.6	3.8	55.0	18.0

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Operating results

Production

Gold eq.1 production for the three months ended December 31, 2023 was 64,290 ounces (62,692 ounces of gold and 127,138 ounces of silver), a decrease over the prior-year period due to lower gold grade and recovery, partially offset by higher tonnes processed. Full year gold eq.1 production was 259,679 ounces (253,745 ounces of gold and 472,018 ounces of silver), an increase over the prior year primarily due to higher tonnes processed and higher gold grade. Full year gold eq.1 production achieved the top end of the 2023 guidance range of 235,000 to 265,000 ounces.

Revenue

For the three months ended December 31, 2023, revenue increased when compared to the prior-year period due to a higher average realized price partially offset by lower sales volume. For the year ended December 31, 2023, revenue increased when compared to the prior-year period due to higher average realized price and higher sales volume.

Revenue less cost of goods sold

For the three months ended December 31, 2023, revenue less cost of goods sold decreased when compared to the prior-year period, due to higher operating expenses and depreciation and depletion, partially offset by higher revenue. For the year ended December 31, 2023, revenue less cost of goods sold increased when compared to the prior-year period, primarily driven by higher revenue.

Operating expenses, depreciation and depletion, total cash costs, all-in sustaining costs, capital expenditures and free cash flow Operating expense10 per gold eq. ounce for the quarter increased over the prior-year period due to lower sales volume. Full year operating expense per gold eq. ounce increased over the prior-year period due to lower capitalized tonnes, and increased costs associated with mill maintenance, partially offset by higher sales volume. Full year operating expense per gold eq. ounce was above the annual guidance range of $905 to $985 per gold eq. ounce as a result of the lower capitalized tonnes, previously outlined in the Company's third quarter 2023 earnings release.

Open pit net mining costs per operating tonne mined2 for the three months ended December 31, 2023 increased when compared to the prior-year period due to a decrease in tonnes mined. Open pit net mining costs per operating tonne mined2 for the year ended December 31, 2023 decreased when compared to the prior-year period due to an increase in tonnes mined.

Processing costs per tonne processed2 for the three months ended December 31, 2023 decreased when compared to the prior-year period due to an increase in tonnes processed. Processing costs per tonne processed2 for the year ended December 31, 2023 increased when compared to the prior-year period due to an increase in costs associated with mill maintenance.

Depreciation and depletion per gold eq. ounce10 for the three months ended December 31, 2023 was $769, which increased when compared to the prior-year period due to lower sales volume. Depreciation and depletion per gold eq. ounce10 for the year ended December 31, 2023 was $640, which is consistent with the prior-year period.

All-in sustaining costs2 per gold eq. ounce for the three months ended December 31, 2023 increased over the prior-year period primarily due to lower sales volume partially offset by a lower sustaining capital. Full

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year all-in sustaining costs2 per gold eq. ounce decreased over the prior-year period primarily from higher sales volume and lower sustaining capital. Full year all-in sustaining costs2 per gold eq. ounce was within the 2023 guidance range of $1,475 to $1,575 per gold eq. ounce.

Total capital expenditures for the three months and year ended December 31, 2023 were $24 million and $121 million, respectively, a decrease over the prior-year periods due to lower capitalized waste mining costs in the year, and lower capital development in the Intrepid underground zone. Sustaining capital2 during the three months and year ended December 31, 2023 primarily related to capitalized waste and tailings dam raise. Growth capital2 is related to the continued development of the Intrepid underground zone. Full year total capital expenditures is below the 2023 guidance range of $145 million to $165 million, with $25 million of capitalized waste deferred to 2024.

Cash generated from operations for the three months and year ended December 31, 2023 increased when compared to the prior-year period due to an increase in revenue.

Free cash flow2 for the three months and year ended December 31, 2023 was $23.6 million and $55.0 million, (net of stream payments of $7.5 million and $28.8 million), respectively, an improvement over the prior-year periods primarily due to higher revenue and a decrease in capital expenditures.

Impact of foreign exchange on operations

Rainy River’s operations are impacted by fluctuations in the value of the U.S. dollar relative to the Canadian dollar. For the three months ended December 31, 2023, the value of the U.S. dollar averaged $1.36 against the Canadian dollar, consistent when compared to $1.36 against the Canadian dollar in the prior-year period.

For the year ended December 31, 2023, the value of the U.S. dollar averaged $1.35 against the Canadian dollar, when compared to $1.30 against the Canadian dollar in the prior-year period. This reduced total cash costs2 by $41 per gold eq. ounce1 relative to the prior-year period.

Exploration activities

During the three months ended December 31, 2023, the Company completed 2,600 meters in 25 reverse circulation drill holes on the mine footprint. Those holes were targeting the Phase 5 deposit at Rainy River. Additionally, historical geochemistry and geophysics data has been compiled and re-evaluated in order to generate new exploration targets on the mine footprint and at a regional scale. Assessment is ongoing and results are intended to be used to guide future exploration initiatives.

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New Afton Mine, British Columbia, Canada

The New Afton mine is located in South-Central British Columbia near Kamloops, a city of approximately 90,000 people.

A summary of New Afton’s operating results is provided below.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
OPERATING INFORMATION
Ore mined (thousands of tonnes)	768	620	2,993	2,060
Operating waste mined (thousands of tonnes)	21	—	21	62
Capitalized waste mined (thousands of tonnes)	125	114	552	434
Waste mined (thousands of tonnes)	146	114	574	496
Ore processed (thousands of tonnes)	761	638	3,065	3,323
Average grade:
Gold (grams/tonne)(11)	0.73	0.62	0.72	0.47
Copper (%)	0.79	0.57	0.77	0.51
Recovery rate (%):
Gold(11)	90	86	90	84
Copper	91	87	91	83
Gold eq. (ounces)(1):
Produced(3)	40,792	26,603	163,838	111,860
Sold(3)	40,853	26,769	154,284	109,051
Gold (ounces)(1):
Produced - New Afton Mine(3)	15,942	9,356	62,637	37,788
Produced - Ore Purchase Agreements(3)	553	1,585	4,796	3,763
Produced - Total(3)	16,495	10,941	67,433	41,551
Sold(3)	16,784	11,514	64,185	40,582
Copper (millions of pounds):
Produced(3)	12.0	6.9	47.4	31.1
Sold(3)	11.9	6.8	44.4	30.2
Revenue
Gold ($/ounce)	1,898	1,668	1,846	1,699
Copper ($/pound)	3.52	3.53	3.61	3.70
Average realized price(2):
Gold ($/ounce)	2,009	1,766	1,964	1,808
Copper ($/pound)	3.72	3.74	3.84	3.94
Underground net mining cost per operating tonne mined(2)	20.90	24.91	22.04	26.80
Processing cost per tonne processed(2)	21.21	19.41	19.61	15.66
G&A cost per tonne processed(2)	7.45	7.24	6.64	5.70
Operating expenses per gold eq. ounce sold ($/ounce)	1,081	1,461	1,074	1,395


Depreciation and depletion per gold eq. ounce	439	527	437	434
Total cash costs per gold eq. sold ($/ounce)(2)	1,187	1,557	1,191	1,503
All-in sustaining costs per gold eq. sold ($/ounce)(2)	1,302	1,870	1,331	2,044

FINANCIAL INFORMATION:
Revenue	74.1	43.3	281.1	182.7

Revenue less cost of goods sold	12.0	(9.9)	48.1	(16.9)
Capital expenditures (sustaining capital)(2)	3.8	7.9	18.7	56.5
Capital expenditures (growth capital)(2)	32.2	32.9	126.5	91.5
Total mining interest capital expenditures	36.1	40.8	145.2	148.0
Cash generated from operations	25.6	(0.7)	101.6	22.6
Free cash flow(2)	(10.8)	(41.4)	(44.0)	(137.9)

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Operating results

Production

Gold eq.1 production for the three months ended December 31, 2023 was 40,792 ounces (16,495 ounces of gold and 12.0 million pounds of copper), and for the year ended December 31, 2023, gold eq.1 production was 163,838 ounces (67,433 ounces of gold and 47.4 million pounds of copper). The increase over the prior-year periods was due to higher grades and recovery. Full year gold eq.1 production exceeded the 2023 guidance range of 130,000 to 160,000 ounces.

Revenue

For the three months and year ended December 31, 2023, revenue increased when compared to the prior-year periods due to higher sales volume and a higher average realized gold price partially offset by a lower average realized copper price.

Revenue less cost of goods sold

For the three months and year ended December 31, 2023, revenue less cost of goods sold increased when compared to the prior-year periods, primarily due to higher revenue.

Operating expenses, depreciation and depletion, total cash costs, all-in sustaining costs, capital expenditures and free cash flow Operating expense per gold eq. ounce for the three months and year ended December 31, 2023 decreased over the prior-year periods, primarily due to higher sales volume. Full year operating expense per gold eq. ounce was within the 2023 guidance range of $1,035 to $1,115 per gold eq. ounce.

Underground net mining costs per operating tonne mined2 for the three months and year ended December 31, 2023 decreased over the prior-year periods due to an increase in tonnes mined as the mining rate from the B3 zone increased and C-Zone ore extraction commenced.

Processing costs per tonne processed2 for the three months and year ended December 31, 2023 increased over the prior-year periods due to an increase in cement, electricity, and chemical and reagent costs and a decrease in tonnes processed for the year ended December 31, 2023.

Depreciation and depletion per gold eq. ounce10 for the three months ended December 31, 2023 was $439, a decrease when compared to the prior-year period due to higher sales volume. Depreciation and depletion per gold eq. ounce10 for the year ended December 31, 2023 was $437, which is consistent with the prior-year period.

All-in sustaining costs2 per gold eq. ounce decreased over the prior-year periods, primarily due to higher sales volume and lower sustaining capital spend. Full year all-in sustaining costs2 per gold eq. ounce was at the low end of the 2023 guidance range of $1,320 to $1,420 per gold eq. ounce.

Total capital expenditures for the three months and year ended December 31, 2023 were $36 million and $145 million respectively, relatively in-line with prior-year periods. Sustaining capital2 for the three months ended December 31, 2023 primarily related to the continuation of tailings management and stabilization activities. Growth capital2 for the three months ended December 31, 2023 is primarily related to C-Zone development, which advanced 1,242 meters during the quarter. Full year total capital is at the low end of the 2023 guidance range of $145 million to $185 million.

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Cash generated from operations for the three months and year ended December 31, 2023 increased primarily due to higher revenue.

Free cash flow2 for the three months and year ended December 31, 2023 was a net outflow of $10.8 and $44.0 million, respectively, an improvement over the prior-year periods primarily due to an increase in revenue and a decrease in capital expenditure.

Impact of foreign exchange on operations

New Afton’s operations are impacted by fluctuations in the value of the U.S. dollar against the Canadian dollar. For the three months ended December 31, 2023, the value of the U.S. dollar averaged $1.36 against the Canadian dollar, consistent when compared to $1.36 against the Canadian dollar in the prior-year period.

For the year ended December 31, 2023, the value of the U.S. dollar averaged $1.35 relative to the Canadian dollar, when compared to $1.30 against the Canadian dollar in the prior-year period. This reduced total cash costs2 by $41 per gold eq. ounce1 relative to the prior-year period.

Exploration activities

During the three months ended December 31, 2023, the Company completed 4,957 metres of diamond drilling in eleven drill holes (nine completed and two in progress). Of these, 4,243 metres were completed from underground to explore for potential mineralization, including 2,828 metres in seven holes (five completed and two in progress) on the K-Zone target area and 1,415 metres in three holes on the artificial intelligence targets. The remaining 714 metres were completed from one surface drill hole targeting a geophysical anomaly within the mine lease. The Company continued to advance exploration geophysical drill targeting and artificial intelligence prospectivity initiatives at projects in South-Central British Columbia with a plan to strategically leverage New Afton's mill and tailings facilities to further extend the mine life.

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FINANCIAL CONDITION REVIEW

Balance Sheet Review


	As at December 31	As at December 31
(in millions of U.S. dollars)	2023	2022
BALANCE SHEET INFORMATION
Cash and cash equivalents	185.5	200.8
Other current assets	166.3	176.7
Non-current assets	1,934.2	1,866.0
Total assets	2,286.0	2,243.5

Current liabilities	229.0	171.2
Non-current liabilities excluding long-term debt	871.8	717.9
Long-term debt	396.0	394.9
Total liabilities	1,496.8	1,284.0
Total equity	789.2	959.5
Total liabilities and equity	2,286.0	2,243.5

Assets

Cash and cash equivalents

Cash and cash equivalents decreased relative to December 31, 2022 primarily due to capital development expenditures at New Afton.

Other current assets

Other current assets primarily consist of trade and other receivables, inventories, investments and prepaid expenses. Other current assets decreased primarily due to the sale of the investment in Artemis Gold Inc. in January 2023.

Non-current assets

Non-current assets primarily consist of mining interests, which include the Company’s mining properties, development projects and property, plant and equipment. The increase relative to December 31, 2022 is primarily attributable to the Company's investments in New Afton's C-Zone.

Current liabilities

Current liabilities consist primarily of trade and other payables. Current liabilities increased relative to 2022 due to an increase in the current portion of the New Afton free cash flow interest obligation.

Non-current liabilities excluding long-term debt

Non-current liabilities excluding long-term debt consist primarily of reclamation and closure cost obligations, non-current derivative obligations and deferred tax liabilities.

The Company's Rainy River gold stream obligation has increased from December 31, 2022, primarily driven by higher metal prices and a decrease in market observable discount rates, partially offset by settlements.

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The Company's New Afton free cash flow interest obligation has increased from December 31, 2022, primarily driven by higher metal prices and a decrease in market observable discount rates.

The Company’s asset retirement obligations consist of reclamation and closure costs for Rainy River and New Afton. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing monitoring and other costs. The long-term discounted portion of the liability as at December 31, 2023 was $123.4 million relative to $119.5 million as at December 31, 2022. The increase was primarily driven by inflation driven cost increases and lower discount rates applied to the liabilities.

The deferred income tax liability increased from $66.8 million as at December 31, 2022 to $74.8 million at December 31, 2023. The increase in deferred income tax liability was primarily driven by higher revenue and foreign exchange movements.

Long-term debt and other financial liabilities containing financial covenants

Long-term debt includes the 2027 Unsecured Notes and the Company’s revolving Credit Facility (each as defined below).

•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

Significant financial covenants are as follows:

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		Twelve months ended December 31	Twelve months ended December 31
	Financial covenant	2023	2022
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	8.1 : 1	4.5 : 1
Maximum Leverage Ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.4 : 1	2.1 : 1
Maximum Secured Leverage Ratio (secured debt to Adjusted EBITDA)	<2.5:1.0	0.1 : 1	0.2 : 1

Liquidity and Cash Flow

As at December 31, 2023, the Company had cash and cash equivalents of $185.5 million compared to $200.8 million as at December 31, 2022. The Company’s investment policy is to invest its surplus funds in permitted investments consisting of treasury bills, bonds, notes and other evidences of indebtedness of Canada, the U.S. or any of the Canadian provinces with a minimum credit rating of R-1 mid from DBRS or an equivalent rating from Standard & Poor’s or Moody’s and with maturities of 12 months or less at the original date of acquisition. In addition, the Company is permitted to invest in bankers’ acceptances and other evidences of indebtedness of certain financial institutions. All investments must have a maximum term to maturity of 12 months and the average term will generally range from seven days to 90 days. As per the investment policy, the Company is not permitted to make investments in asset-backed commercial paper.

The Company's investments in marketable equity securities are exposed to various risk factors including currency risk, market price risk and liquidity risk.

The Company’s liquidity is impacted by several factors which include, but are not limited to, gold and copper production, gold and copper market prices, capital expenditures, operating costs, interest rates and foreign exchange rates. These factors are monitored by the Company on a regular basis and will continue to be reviewed.

The Company’s cash flows from operating, investing and financing activities, as presented in the consolidated statements of cash flows, are summarized in the following table for the three months and year ended December 31, 2023 and 2022:


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
CASH FLOW INFORMATION
Cash generated from operating activities	70.6	31.9	287.6	190.7
Cash used in investing activities	(58.8)	(69.5)	(234.0)	(281.9)
Cash used in financing activities	(6.4)	(9.3)	(68.6)	(185.0)
Effect of exchange rate changes on cash and cash equivalents	0.7	0.7	(0.3)	(4.5)
Change in cash and cash equivalents	6.1	(46.2)	(15.3)	(280.7)

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Operating Activities

For the three months and year ended December 31, 2023, the increase in cash generated from operating activities was primarily due to higher revenue.

The cash generated by operations is highly dependent on metal prices, including gold and copper, as well as other factors, including the Canadian/U.S. dollar exchange rate.

Investing Activities

Cash used in investing activities is primarily for the continued capital investment in the Company’s operating mines and development projects, partially offset by the proceeds from the Company's sale of its shares in Artemis Gold Inc. for the year ended December 31, 2023.

The following table summarizes the capital expenditures (mining interests per the consolidated statement of cash flows) for the three months and year ended December 31, 2023:


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars)	2023	2022	2023	2022
CAPITAL EXPENDITURES BY SITE
Rainy River	24.5	30.4	120.6	144.8
New Afton	36.1	40.9	145.1	148.0
Other	—	—	0.2	0.1

Capital expenditures	60.6	71.3	265.9	292.9

Financing Activities

For the three months and year ended December 31, 2023, cash used in financing activities was $6.4 million and $68.6 million, respectively. For the three months ended December 31, 2023, the cash outflow was consistent when compared with the prior-year period. For the year ended December 31, 2023, the decrease in cash outflow was primarily driven by the redemption in May 2022 of the $100.0 million principal amount of outstanding senior unsecured notes due May 15, 2025.

The Company’s cash balance as at December 31, 2023 of $185.5 million, together with $373.3 million available for drawdown under the Credit Facility as at December 31, 2023, provided the Company with $558.8 million of liquidity.

The Company continues to advance the C-Zone development at New Afton resulting in significant capital expenditures. Assuming the stability of prevailing commodity prices and exchange rates, and operations performing in accordance with mine plans, the Company believes it has adequate liquidity to implement its operational plan and will be able to repay future indebtedness from internally generated cash flow. Additionally, the Company has a strong liquidity position, which management expects to be more than adequate to fund its business objectives.

Commitments

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may contain cancellation clauses; however, the Company discloses its commitments based on management’s intent to fulfill the contracts.

Contingencies

In assessing the loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can easily be estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of the loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the Company discloses the nature of the guarantees. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on its financial condition, cash flow and results of operations. As at December 31, 2023, there were no contingent losses recorded.

Related Party Transactions

The Company did not enter into any reportable related party transactions during the year ended December 31, 2023.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements during the year ended December 31, 2023.

Outstanding Shares

As at February 13, 2024, there were 685.6 million common shares of the Company issued and outstanding. The Company had 1.7 million stock options outstanding under its stock option plan and 3.8 million performance share units outstanding under its long term incentive plan, exercisable for up to an additional 1.7 million common shares and up to an additional 3.8 million common shares, respectively.

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NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain non-GAAP financial performance measures in this MD&A. These measures are not defined under IFRS and should not be considered in isolation. The Company has disclosed “total cash costs", "all-in sustaining costs" or "AISC", "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", "G&A costs per tonne processed", "cash generated from operations, before changes in non-cash operating working capital" and "free cash flow" as non-GAAP financial performance measures. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company.

Total Cash Costs per Gold Equivalent Ounce

“Total cash costs per gold equivalent ounce” is a non-GAAP financial performance measure that is a common financial performance measure in the gold mining industry but does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold reports total cash costs on a sales basis and not on a production basis. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, this measure, along with sales, is a key indicator of the Company’s ability to generate operating earnings and cash flow from its mining operations. This measure allows investors to better evaluate corporate performance and the Company's ability to generate liquidity through operating cash flow to fund future capital exploration and working capital needs.

This measure is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of cash generated from operations under IFRS or operating costs presented under IFRS.

Total cash cost figures are calculated in accordance with a standard developed by The Gold Institute, a worldwide association of suppliers of gold and gold products that ceased operations in 2002. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Total cash costs include mine site operating costs such as mining, processing and administration costs, royalties, and production taxes, but are exclusive of amortization, reclamation, capital and exploration costs. Total cash costs are then divided by gold equivalent ounces sold to arrive at the total cash costs per equivalent ounce sold.

In addition to gold, the Company produces copper and silver. Gold equivalent ounces of copper and silver produced or sold in a quarter are computed using a consistent ratio of copper and silver prices to the gold price and multiplying this ratio by the pounds of copper and silver ounces produced or sold during that quarter.

Notwithstanding the impact of copper and silver sales, as the Company is focused on gold production, New Gold aims to assess the economic results of its operations in relation to gold, which is the primary driver of New Gold’s business. New Gold believes this metric is of interest to its investors, who invest in

32 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

the Company primarily as a gold mining business. To determine the relevant costs associated with gold equivalent ounces, New Gold believes it is appropriate to reflect all operating costs incurred in its operations.

In 2024, New Gold will start reporting total cash costs on a by-product basis. The Company produces copper and silver as by-products of its gold production. Upon adoption of the change in 2024, the calculation of total cash costs per gold ounce sold for Rainy River will be net of by-product silver sales revenue, and the calculation of total cash costs per gold ounce sold for New Afton will be net of by-product silver and copper sales revenue. New Gold notes that in connection with New Afton, the copper by-product revenue is sufficiently large to result in a negative total cash cost on a single mine basis. Additionally, for New Afton, the Company will also report total cash costs on a co-product basis, which removes the impact of other metal sales that are produced as a by-product of gold production and apportions the cash costs to each metal produced on a percentage of revenue basis, and subsequently divides the amount by the total gold ounces or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures.

Unless indicated otherwise, all total cash cost information in this MD&A is shown on a gold equivalent basis. In 2024, New Gold will no longer report gold equivalent metrics. New Gold will cease providing gold equivalent cash cost after 2023.

Sustaining Capital and Sustaining Lease

"Sustaining capital" and "sustaining lease" are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "sustaining capital" as net capital expenditures that are intended to maintain operation of its gold producing assets. Similarly, a "sustaining lease" is a lease payment that is sustaining in nature. To determine "sustaining capital" expenditures, New Gold uses cash flow related to mining interests from its consolidated statement of cash flows and deducts any expenditures that are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. Management uses "sustaining capital" and "sustaining lease" to understand the aggregate net result of the drivers of all-in sustaining costs other than total cash costs. These measures are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS.

Growth Capital

"Growth capital" is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold considers non-sustaining capital costs to be “growth capital”, which are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. To determine "growth capital" expenditures, New Gold uses cash flow related to mining interests from its consolidated statement of cash flows and deducts any expenditures that are capital expenditures that are intended to maintain operation of its gold producing assets. Management uses "growth capital" to understand the cost to develop new operations or related to major projects at existing operations where these projects will materially increase production. This measure is intended to provide additional information only and should

33 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

All-in Sustaining Costs (AISC) per Gold Equivalent Ounce

“All-in sustaining costs per gold equivalent ounce” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold calculates "all-in sustaining costs per gold equivalent ounce" based on guidance announced by the World Gold Council (“WGC”) in September 2013. The WGC is a non-profit association of the world’s leading gold mining companies established in 1987 to promote the use of gold to industry, consumers and investors. The WGC is not a regulatory body and does not have the authority to develop accounting standards or disclosure requirements. The WGC has worked with its member companies to develop a measure that expands on IFRS measures to provide visibility into the economics of a gold mining company. Current IFRS measures used in the gold industry, such as operating expenses, do not capture all of the expenditures incurred to discover, develop and sustain gold production. New Gold believes that "all-in sustaining costs per gold equivalent ounce" provides further transparency into costs associated with producing gold and will assist analysts, investors, and other stakeholders of the Company in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. In addition, the Human Resources and Compensation Committee of the Board of Directors uses "all-in sustaining costs", together with other measures, in its Company scorecard to set incentive compensation goals and assess performance.

"All-in sustaining costs per gold equivalent ounce" is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other mining companies. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS.

New Gold defines "all-in sustaining costs per gold equivalent ounce" as the sum of total cash costs, capital expenditures that are sustaining in nature, corporate general and administrative costs, capitalized and expensed exploration that is sustaining in nature, lease payments that are sustaining in nature, and environmental reclamation costs, all divided by the total gold equivalent ounces sold to arrive at a per ounce figure. The “Sustaining Capital Expenditure Reconciliation” table below reconciles New Gold’s sustaining capital to its cash flow statement. The definition of sustaining versus non-sustaining is similarly applied to capitalized and expensed exploration costs and lease payments. Exploration costs and lease payments to develop new operations or that relate to major projects at existing operations where these projects are expected to materially increase production are classified as non-sustaining and are excluded. Gold equivalent ounces of copper and silver produced or sold in a quarter are computed using a consistent ratio of copper and silver prices to the gold price and multiplying this ratio by the pounds of copper and silver ounces produced or sold during that quarter.

Costs excluded from all-in sustaining costs are non-sustaining capital expenditures, non-sustaining lease payments and exploration costs, financing costs, tax expense, and transaction costs associated with mergers, acquisitions and divestitures, and any items that are deducted for the purposes of adjusted earnings

In 2024 New Gold will report all-in sustaining costs on a by-product basis. The Company produces copper and silver as by-products of its gold production. Upon adoption of the change in 2024, the calculation of

34 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

all-in sustaining costs per gold ounce sold for Rainy River will be net of by-product silver sales revenue, and the calculation of all-in sustaining costs per gold ounce sold for New Afton will be net of by-product silver and copper sales revenue. New Gold notes that in connection with New Afton, the copper by-product revenue is sufficiently large to result in a negative all-in sustaining cost on a single mine basis. Additionally, for New Afton, the Company will report all-in sustaining costs on a co-product basis, which removes the impact of other metal sales that are produced as a by-product of gold production and apportions the cash costs to each metal produced on a percentage of revenue basis, and subsequently divides the amount by the total gold ounces or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures.

Unless indicated otherwise, the all-in sustaining cost information in this MD&A is shown on a gold equivalent basis. New Gold will cease providing gold equivalent all-in sustaining cost after 2023.

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Cash Costs and All-in Sustaining Costs per Gold Equivalent Ounce Reconciliation Tables

The following tables reconcile each of the non-GAAP financial performance measures described above to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
CONSOLIDATED OPEX, CASH COST AND AISC RECONCILIATION
Operating expenses	120.8	108.5	450.4	382.7
Gold equivalent ounces sold (1)	103,504	95,161	415,181	342,839
Operating expenses per gold equivalent ounce sold ($/ounce)(10)	1,167	1,140	1,085	1,116
Operating expenses	120.8	108.5	450.4	382.7
Treatment and refining charges on concentrate sales	4.3	2.6	18.1	11.7

Total cash costs	125.1	111.0	468.4	394.2
Gold equivalent ounces sold(1)	103,504	95,161	415,181	342,839
Total cash costs per gold equivalent ounce sold ($/ounce)	1,209	1,167	1,128	1,150
Sustaining capital expenditures(2)(5)(7)	24.1	34.2	121.6	182.9
Sustaining exploration - expensed(2)	0.2	—	0.9	0.5
Sustaining leases(2)	1.5	2.9	9.3	10.8
Corporate G&A including share-based compensation(6)	9.2	7.6	29.3	23.3
Reclamation expenses	2.8	3.0	12.1	11.5
Total all-in sustaining costs	163.0	158.8	641.6	623.2
Gold equivalent ounces sold(1)	103,504	95,161	415,181	342,839
All-in sustaining costs per gold equivalent ounce sold ($/ounce)	1,575	1,668	1,545	1,818

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	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
RAINY RIVER OPEX, CASH COSTS AND AISC RECONCILIATION
Operating expenses	76.6	69.4	284.7	230.4
Gold equivalent ounces sold (1)	62,650	68,392	260,897	233,788
Operating expenses per unit of gold sold ($/ounce)	1,222	1,014	1,091	985
Operating expenses	76.6	69.4	284.7	230.4


Total cash costs	76.6	69.4	284.7	230.4
Gold equivalent ounces sold (1)	62,650	68,392	260,897	233,788
Total cash costs per gold equivalent ounce sold ($/ounce)	1,222	1,014	1,091	985
Sustaining capital expenditures(2)(5)(7)	20.2	26.2	102.8	126.3

Sustaining leases(2)	1.1	2.3	8.3	9.4
Reclamation expenses	2.3	2.5	9.6	9.2
Total all-in sustaining costs	100.2	100.3	405.4	375.2
Gold equivalent ounces sold (1)	62,650	68,392	260,897	233,788
All-in sustaining costs per gold equivalent ounce sold ($/ounce)	1,600	1,467	1,554	1,605


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
NEW AFTON OPEX, CASH COSTS AND AISC RECONCILIATION
Operating expenses	44.2	39.1	165.7	152.3
Gold equivalent ounces sold (1)	40,853	26,769	154,284	109,051
Operating expenses per unit of gold sold ($/ounce)	1,081	1,461	1,074	1,395
Operating expenses	44.2	39.1	165.7	152.3
Treatment and refining charges on concentrate sales	4.3	2.6	18.0	11.7
Total cash costs	48.5	41.7	183.7	164.0
Gold equivalent ounces sold (1)	40,853	26,769	154,284	109,051
Total cash costs per gold equivalent ounce sold ($/ounce)	1,187	1,557	1,191	1,503
Sustaining capital expenditures(2)(5)(7)	3.8	7.9	18.7	56.4

Sustaining leases(2)	0.3	—	0.4	0.3
Reclamation expenses	0.6	0.5	2.5	2.3
Total all-in sustaining costs	53.2	50.1	205.3	223.0
Gold equivalent ounces sold (1)	40,853	26,769	154,284	109,051
All-in sustaining costs per gold equivalent ounce sold ($/ounce)	1,302	1,870	1,331	2,044

38 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

Cash Costs and All-in Sustaining Costs on a By-Product and Co-Product Basis Reconciliation Tables


Year ended December 31, 2023
(in millions of U.S. dollars, except where noted)	Rainy River	New Afton	Corporate	Total
CASH COST AND AISC RECONCILIATION (ON A BY-PRODUCT BASIS)
Operating expenses	284.7	165.7	—	450.4
Gold ounces sold	254,932	64,185	—	319,116
Copper production (Mlbs)	—	44.4	—	44.4
Operating expenses ($/oz gold, co-product)10	1,117	775	—	1,048
Operating expenses ($/lb copper, co-product)10	—	2.61	—	2.61
Treatment and refining charges on concentrate sales	—	18.0	—	18.1
By-product silver revenue	(11.0)	(2.5)	—	(13.6)
By-product copper revenue	—	(170.6)	—	(170.6)
Cash costs (by-product basis)2	273.7	10.7	—	284.4
Cash costs per gold ounce sold (by-product basis)2	1,073.6	166.1		891.0
Sustaining capital expenditures	102.8	18.7	0.1	121.6
Sustaining exploration - expensed	—	—	0.9	0.9
Sustaining leases	8.3	0.4	0.6	9.3
Corporate G&A including share-based compensation	—	—	29.3	29.3
Reclamation expenses	9.6	2.5	—	12.1
All-In sustaining costs (by-product basis)2	394.4	32.2	30.9	457.5
All-in sustaining costs per gold ounce sold (by-product basis)2	1,547	502		1,434

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40 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD


Year ended December 31, 2023
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COST AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expensesI	49.7	116.0	165.7
Units of metal sold (gold ounces or copper Mlbs)	64,185	44.4
Operating expenses ($/oz gold or lb copper sold, co-product)10	774.6	2.61
Treatment and refining charges on concentrate sales	5.4	12.6	18.0
By-product silver revenue	0.8	1.8	2.5
Cash costs (co-product basis)2	54.4	126.9	181.2
Cash costs per gold ounce sold or lb copper sold (co-product basis)2	847.0	2.86
Sustaining capital expendituresI	5.6	13.1	18.7
Sustaining leases	0.1	0.2	0.4
Reclamation expenses	0.8	1.8	2.5
All-in sustaining costs (co-product basis)2	60.8	142.0	202.8
All-in sustaining costs per gold ounce sold or lb copper sold (co-product basis)2	948	3.20
I Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.

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Sustaining Capital Expenditures Reconciliation Table


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
TOTAL SUSTAINING CAPITAL EXPENDITURES
Mining interests per consolidated statement of cash flows	60.6	71.3	265.9	292.9
New Afton growth capital expenditures(8)	(32.2)	(32.9)	(126.5)	(91.5)
Rainy River growth capital expenditures(8)	(4.2)	(4.2)	(17.8)	(17.7)
Sustaining capital expenditures	24.1	34.2	121.6	183.7

Open Pit Net Mining Costs per Operating Tonne Mined, Underground Net Mining Costs per Operating Tonne Mined, Processing Costs per Tonne Processed and G&A Cost per Tonne Processed

“Open pit net mining cost per operating tonne mined,” “underground net mining costs per operating tonne mined,” “processing costs per tonne processed” and “G&A cost per tonne processed” are non-GAAP financial performance measures with no standard meaning under IFRS. "Open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", and "G&A costs per tonne processed" are defined as operating expenses less change in inventories, selling costs, royalties and other non production costs, as these costs are not directly related to tonnes mined or milled, and then dividing the residual respective mining, processing or G&A costs by tonnage of ore mined or processed. New Gold believes these non-GAAP financial performance measures provide further transparency and assists analysts, investors and other stakeholders of the Company in assessing the performance of mining operations by eliminating the impact of varying production levels. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other mining companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following tables reconcile these non-GAAP measures to the most directly comparable IFRS measures on an aggregate and mine-by-mine basis.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
RAINY RIVER COST PER TONNE
Operating expenses	76.6	69.4	284.7	230.4
Change in inventory, selling costs and royalties and other	(12.1)	(2.9)	(31.7)	(17.7)
Production costs	64.5	66.5	253.0	212.7
Open pit net mining costs	29.2	33.8	113.5	89.0
Processing costs	25.2	23.1	102.1	88.4
Site G&A costs	10.1	9.6	37.4	35.3
Ore and operating waste tonnes mined (thousands of tonnes)	7,104	8,392	31,953	22,624
Ore processed (thousands of tonnes)	2,304	2,045	8,764	8,602
Open pit net mining costs per operating tonne mined ($/tonne)	4.11	4.03	3.55	3.93
Processing costs per tonne processed ($/tonne)	10.92	11.31	11.65	10.28
G&A cost per tonne processed ($/tonne)	4.39	4.68	4.27	4.10

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	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
NEW AFTON COST PER TONNE
Operating expenses	44.2	39.1	165.7	152.3
Change in inventory, ore purchase costs, selling costs and royalties and other	(5.9)	(6.7)	(18.8)	(24.3)
Production costs	38.3	32.4	146.9	128.0
Underground net mining costs	16.5	15.4	66.4	56.9
Processing costs	16.1	12.4	60.1	52.0
Site G&A costs	5.7	4.6	20.4	18.9
Ore and operating waste tonnes mined (thousands of tonnes)	789	620	3,014	2,122
Ore processed (thousands of tonnes)	761	638	3,065	3,323
Underground net mining costs per operating tonne mined ($/tonne)	20.90	24.91	22.04	26.80
Processing costs per tonne processed ($/tonne)	21.21	19.41	19.61	15.66
G&A cost per tonne processed ($/tonne)	7.45	7.24	6.64	5.70

Adjusted Net Earnings and Adjusted Net Earnings per Share

“Adjusted net earnings” and “adjusted net earnings per share” are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. "Adjusted net earnings" and "adjusted net earnings per share" excludes "loss on repayment of long-term debt", "corporate restructuring" and “other gains and losses” as per Note 4 of the Company’s consolidated financial statements.

Net earnings have been adjusted, including the associated tax impact, for loss on repayment of long-term debt and the group of costs in “Other gains and losses” on the condensed consolidated income statements. Key entries in this grouping are: the fair value changes for the Rainy River gold stream obligation, fair value changes for the New Afton free cash flow interest obligation, fair value changes for copper price option contracts, foreign exchange gains/loss, fair value changes in investments and gain on disposal of the Blackwater stream and Blackwater project. The income tax adjustments reflect the tax impact of the above adjustments and is referred to as "adjusted tax expense".

The Company uses "adjusted net earnings" for its own internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect the items which have been excluded from the determination of "adjusted net earnings". Consequently, the presentation of "adjusted net earnings" enables investors to better understand the underlying operating performance of the Company's core mining business through the eyes of management. Management periodically evaluates the components of "adjusted net earnings" based on an internal assessment of performance measures that are useful for evaluating the operating performance of New Gold's business and a review of the non-GAAP financial performance measures used by mining industry analysts and other mining companies. "Adjusted net earnings" and "adjusted net earnings per share" are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flows

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from operations as determined under IFRS. The following table reconciles these non-GAAP financial performance measures to the most directly comparable IFRS measure.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022	2021
ADJUSTED NET (LOSS) EARNINGS RECONCILIATION
(Loss) income before taxes	(30.8)	(5.7)	(59.2)	(65.4)	160.3
Other losses (gains)(9)	30.7	(7.3)	115.3	25.7	(57.5)
Loss on repayment of long-term debt	—	—	—	4.3	—


Corporate restructuring	—	2.1	—	2.1	—
Adjusted net (loss) earnings before taxes	(0.1)	(10.9)	56.1	(33.3)	102.8
Income tax expense	3.4	(11.2)	(5.3)	(1.4)	(19.7)
Income tax adjustments	(8.0)	15.8	(2.4)	8.6	(0.2)
Adjusted income tax recovery (expense)2	(4.6)	4.6	(7.7)	7.2	(19.9)
Adjusted net (loss) earnings	(4.7)	(6.3)	48.4	(26.1)	82.9
Adjusted net (loss) earnings per share (basic and diluted) ($/share)	(0.01)	(0.01)	0.07	(0.04)	0.12

Cash Generated from Operations, before Changes in Non-Cash Operating Working Capital

“Cash generated from operations, before changes in non-cash operating working capital” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. "Cash generated from operations, before changes in non-cash operating working capital" excludes changes in non-cash operating working capital. New Gold believes this non-GAAP financial measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company’s ability to generate cash from its operations before temporary working capital changes.

Cash generated from operations, before non-cash changes in working capital is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following table reconciles this non-GAAP financial performance measure to the most directly comparable IFRS measure.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars)	2023	2022	2023	2022	2021
CASH RECONCILIATION
Cash generated from operations	70.6	31.9	287.6	190.7	323.7
Change in non-cash operating working capital	(5.7)	12.4	5.8	(9.1)	(1.0)
Cash generated from operations, before changes in non-cash operating working capital	64.9	44.3	293.4	181.6	322.7

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Free Cash Flow

“Free cash flow” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "free cash flow" as cash generated from operations and proceeds of sale of other assets less capital expenditures on mining interests, lease payments, settlement of non-current derivative financial liabilities which include the Rainy River gold stream obligation and the Ontario Teachers’ Pension Plan free cash flow interest. New Gold believes this non-GAAP financial performance measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company's ability to generate cash flow from current operations. "Free cash flow" is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


Three months ended December 31, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from operations	56.6	25.6	(11.6)	70.6
Less Mining interest capital expenditures	(24.5)	(36.1)	—	(60.6)
Add Proceeds of sale from other assets	—	—	(0.1)	(0.1)
Less Lease payments	(1.1)	(0.3)	(0.2)	(1.6)
Less Cash settlement of non-current derivative financial liabilities	(7.5)	—	(0.1)	(7.6)
Free Cash Flow	23.6	(10.8)	(12.0)	0.7


Three months ended December 31, 2022
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from operations	42.2	(0.7)	(9.6)	31.9
Less Mining interest capital expenditures	(30.4)	(40.7)	(0.2)	(71.3)
Add Proceeds of sale from other assets	—	—	—	—
Less Lease payments	(2.3)	—	(0.3)	(2.6)
Less Cash settlement of non-current derivative financial liabilities	(5.7)	—	—	(5.7)
Free Cash Flow	3.8	(41.4)	(10.1)	(47.7)

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Year ended December 31, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from operations	212.7	101.6	(26.7)	287.6
Less Mining interest capital expenditures	(120.6)	(145.2)	(0.1)	(265.9)
Add Proceeds of sale from other assets	—	—	(0.1)	(0.1)
Less Lease payments	(8.3)	(0.4)	(0.6)	(9.3)
Less Cash settlement of non-current derivative financial liabilities	(28.8)	—	(0.1)	(28.9)
Free Cash Flow	55.0	(44.0)	(27.6)	(16.6)


Year ended December 31, 2022
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from operations	195.4	22.6	(27.3)	190.7
Less Mining interest capital expenditures	(144.8)	(147.9)	(0.3)	(292.9)
Add Proceeds of sale from other assets	0.8	0.1	—	0.9
Less Lease payments	(9.4)	(0.3)	(0.6)	(10.3)
Less Cash settlement of non-current derivative financial liabilities	(24.0)	(12.4)	—	(36.4)
Free Cash Flow	18.0	(137.9)	(28.1)	(148.0)

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Average Realized Price

“Average realized price per ounce of gold sold” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. Management uses this measure to better understand the price realized in each reporting period for gold sales. “Average realized price per ounce of gold sold” is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
TOTAL AVERAGE REALIZED PRICE
Revenue from gold sales	153.9	136.3	612.8	482.2
Treatment and refining charges on gold concentrate sales	1.9	1.1	7.6	4.4
Gross revenue from gold sales	155.8	137.4	620.4	486.6
Gold ounces sold	77,870	78,507	319,116	269,147
Total average realized price per gold ounce sold ($/ounce)	2,001	1,751	1,944	1,808


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
RAINY RIVER AVERAGE REALIZED PRICE
Revenue from gold sales	122.1	117.1	494.3	413.1
Gold ounces sold	61,086	66,992	254,932	228,565
Rainy River average realized price per gold ounce sold ($/ounce)	1,999	1,748	1,939	1,807


	Three months ended December 31		Year ended December 31
(in millions of U.S. dollars, except where noted)	2023	2022	2023	2022
NEW AFTON AVERAGE REALIZED PRICE
Revenue from gold sales	31.9	19.2	118.5	69.1
Treatment and refining charges on gold concentrate sales	1.9	1.1	7.6	4.4
Gross revenue from gold sales	33.8	20.3	126.1	73.5
Gold ounces sold	16,784	11,514	64,185	40,582
New Afton average realized price per gold ounce sold ($/ounce)	2,009	1,766	1,964	1,808

47 WWW.NEWGOLD.COM TSX:NGD NYSE American:NGD

ENTERPRISE RISK MANAGEMENT AND RISK FACTORS

The Company is subject to various financial and other risks that could materially adversely affect the Company’s future business, operations and financial condition. For a comprehensive discussion of these and other risks facing the Company, please refer to the section entitled “Risk Factors” in the Company’s most recent Annual Information Form filed on SEDAR+ at www.sedarplus.ca.

Financial Risk Management

(a) Credit risk

The Company’s maximum exposure to credit risk is as follows:


	Year ended December 31
(in millions of U.S. dollars)	2023	2022
CREDIT RISK EXPOSURE
Cash and cash equivalents	185.5	200.8
Trade and other receivables	16.3	14.1

Total financial instrument exposure to credit risk	201.8	214.9

The Company employs a restrictive investment policy as detailed in the capital risk management section, which is described in Note 19 of the consolidated financial statements.

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The aging of trade and other receivables is as follows:


						As at December 31
(in millions of U.S. dollars)	0-30 days	31-60 days	61-90 days	91-120 days	Over 120 days	2023 Total	2022 Total
AGING TRADE AND OTHER RECEIVABLES
Rainy River	4.0	—	—	—	—	4.0	8.0
New Afton	10.8	—	—	—	—	10.8	3.7
Cerro San Pedro	0.5	—	—	—	—	0.5	1.3
Corporate	1.0	—	—	—	—	1.0	1.1

Total trade and other receivables(1)	16.3	—	—	—	—	16.3	14.1

1.For the year ended December 31, 2023 total trade and other receivables includes expected credit losses of $0.4 million (2022 - $0.4 million).

The Company sells its gold and copper concentrate production from New Afton to three different customers under off-take contracts.

(b) Liquidity risk


					As at December 31
(in millions of U.S. dollars)	< 1 year	1-3 years	4-5 years	After 5 years	2023 Total	2022 Total
DEBT COMMITMENTS
Trade and other payables	182.0	—	—	—	182.0	128.7
Long-term debt	—	—	400.0	—	400.0	400.0
Interest payable on long-term debt	30.0	60.0	30.0	—	120.0	150.0
New Afton free cash flow interest obligation	42.7	146.3	313.0	157.0	659.0	598.6
Rainy River gold stream obligation	34.0	77.0	54.0	52.0	217.0	225.7
Lease commitments	2.6	1.4	1.3	0.5	5.8	9.8
Total debt commitments	291.3	284.7	798.3	209.5	1,583.8	1,512.8

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(i) Transaction exposure

(ii) Exposure to currency risk

The currencies of the Company’s financial instruments and other foreign currency denominated liabilities, based on notional amounts, were as follows:


As at December 31, 2023
(in millions of U.S. dollars)			CAD
EXPOSURE TO CURRENCY RISK
Cash and cash equivalents			15.5
Trade and other receivables			6.3
Investments			7.1
Income tax receivable (payable)			0.4
Deferred tax asset			4.9
Trade and other payables			(126.2)
Deferred tax liability			(74.8)
Reclamation and closure cost obligations			(123.4)
Share units			(9.9)
Total exposure to currency risk			(300.1)

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As at December 31, 2022
(in millions of U.S. dollars)			CAD
EXPOSURE TO CURRENCY RISK
Cash and cash equivalents			33.9
Trade and other receivables			10.4
Investments			35.6
Income tax receivable			(0.4)
Trade and other payables			(128.6)
Deferred tax liability			(66.8)
Reclamation and closure cost obligations			(119.5)
Share units			(1.8)
Total exposure to currency risk			(237.2)

(iii) Translation exposure


As at Year ended December 31
(in millions of U.S. dollars)	2023	2022
IMPACT OF 10% CHANGE IN FOREIGN EXCHANGE RATES
Canadian dollar	30.5	23.7

(d) Interest rate risk

(e) Metal and Input Price Risk

The Company’s earnings, cash flows and financial condition are subject to price risk due to fluctuations in the market price of gold and copper.

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	Year ended December 31, 2023	Year ended December 31, 2022
(in millions of U.S. dollars)	Net Loss	Net Loss
IMPACT OF 10% CHANGE IN COMMODITY PRICES
Gold price	62.0	48.6
Copper price	17.0	11.9
Fuel and electricity price	5.9	7.5

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Other Risks

Production Estimates

Forecasts of future production are estimates based on interpretation and assumptions, and actual production may be less than estimated. Unless otherwise noted, the Company’s production forecasts are based on planned production being achieved at all of its mines. The Company’s ability to achieve and maintain full production rates at these mines is subject to a number of risks and uncertainties, the occurrence of any of which could result in delays, slowdowns or suspensions and ultimately, the failure to achieve and maintain full production rates. The Company’s production estimates are dependent on, among other things, the accuracy of Mineral Reserve and Mineral Resource estimates, the accuracy of its life of mine plans, the accuracy of assumptions regarding ore grades and recovery rates, weather conditions and minimizing the impacts of extreme weather events, ground conditions, physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics, the accuracy of estimated rates and costs of mining and processing, including without limitation, operating expenses, cash costs and all-in sustaining costs, mill availability, reliability of equipment and machinery, the accuracy of assumptions and estimates relating to tailings storage facility capacity, the performance of the processing circuit or other processes, water supply and/or quality, the receipt and maintenance of permits and the availability of a sufficient amount of people to perform the work necessary to maintain production as estimated. The Company’s actual production and other projected economic and operating parameters may not be realized for a variety of reasons, including those identified under the heading “Operating Risks” below. The failure of the Company to achieve its production estimates could have a material adverse effect on the Company’s prospects, results of operations and financial condition.

Cost Estimates

The Company prepares estimates of operating costs, capital costs and closure costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including the exchange rate between the United States dollar and the Canadian dollar, smelting and refining charges, penalty elements in concentrates, royalties, the price of gold and byproduct metals, the cost of inputs used in mining operations and production levels.

New Gold’s actual costs may vary from estimates for a variety of reasons, including changing waste-to-ore ratios, ore grade metallurgy, weather conditions, ground conditions, labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates, as well as those risks identified under the heading “Operating Risks” below. Failure to achieve cost estimates or material increases in costs could have an adverse impact on New Gold’s future cash flows, profitability, results of operations, ability to execute its strategic plans and financial condition.

Operating Risks

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, copper and silver including unusual and unexpected ground conditions or geologic formations, seismic activity, fracturing, rock bursts, rock slides, mud rushes, water inflow events, air blasts, cave-ins, slope or pit wall failures, rock falls, flooding, fire, explosions, dust emissions, metal losses, theft, periodic interruption due to inclement or hazardous weather conditions, equipment failure and other conditions that would impact the drilling and removal of material or otherwise impact the safety and efficiency of mine operations and the individuals who work within such mining operations. Block caving activities, including at the New Afton

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Mine, generally result in surface subsidence. The configuration of subsidence expression at surface is thought to be influenced by bedrock and structural geologic features such as weaker rock mass or faults. Subsidence is being monitored and evaluated on an ongoing basis. Surface subsidence or any of the above hazards and risks could result in reduced production, damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. In addition, production may be adversely impacted by theft, fraud or industrial accidents, as well as other potential issues such as actual ore mined varying from estimates of grade or tonnage, dilution, block cave performance and metallurgical or other characteristics, significant increases or decreases in precipitation resulting in an over or under supply of water, treated water quality that is too low to allow for discharge when needed, interruptions in or shortages of electrical power, interruptions in delivery or shortages of required inputs or supplies, labour shortages or strikes, claims by or disagreements with First Nations and other Indigenous groups, restrictions or regulations imposed by government agencies or changes in the regulatory environment. The Company’s milling operations are subject to risks and hazards such as equipment failure, skilled worker shortages or failure of retaining dams around tailings disposal areas, which could lead to environmental pollution and consequent liability, and all of which could result in interruptions to mill availability and impact the Company's results of operations. In addition, short-term operating factors, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause a mining operation to be unprofitable in any particular accounting period.

The Company’s operations may encounter delays in or losses of production due to the deterioration, malfunction, misuse, breakdown or failure of its mobile or fixed equipment. Further, this equipment may require a long time to procure, build, install or repair due to delays in the delivery or lack of availability of equipment, spare parts or technicians with applicable expertise, which may impede maintenance activities on equipment. In addition, equipment may be subject to aging if not replaced, or through inappropriate use or misuse, or improper or unavailable storage conditions may become obsolete, which could adversely impact the Company’s operations, profitability and financial results.

The occurrence of one or more of these events may result in the death of, or personal injury to, employees, other personnel or third parties, the loss or theft of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, suspension, curtailment or termination of operations, environmental damage and potential legal liabilities, any of which may adversely affect the Company’s business, reputation, prospects, results of operations and financial condition.

Permitting Risks

The Company’s operations, development projects, closure sites and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities. Before any development on any of its properties, the Company must receive numerous permits, and continued operations at the Company’s mines are also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

New Gold may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of mining facilities

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and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new or amended laws or regulations. It is possible that previously issued permits may be suspended, revoked or lapse for a variety of reasons, including through government or court action, such as the Supreme Court of Canada’s October 2023 decision that the federal Impact Assessment Act ("IAA") is unconstitutional in part.

In the past there have been challenges to the Company’s permits that were temporarily successful as well as delays in the renewal of certain permits or in receiving additional required permits. There can be no assurance that the Company will receive or continue to hold all permits necessary to develop or continue operating at any particular property or to pursue the Company’s exploration activities. To the extent that required permits cannot be obtained or maintained, the Company may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties. Even if permits or renewals are available, the terms of such permits may be unattractive to the Company and result in the applicable operations or activities being financially unattractive or uneconomic. Any inability to obtain or maintain permits or to conduct mining operations pursuant to applicable permits could materially reduce the Company’s production and cash flow and could undermine its profitability.

Construction Risks

The capital expenditures and time required to develop new mines or new areas of operating mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project. As a result of the substantial expenditures involved in development projects, development projects are prone to material cost overruns versus budget.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate material and other supplies required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is often beyond the control of the Company. A delay in start-up or commercial production of a development project would increase capital costs and delay receipt of revenue and could impact the Company's ability to execute its strategic plans and the achievement of planned results.

While the first draw bell at New Afton C-Zone was blasted in the third quarter of 2023, marking the transition to the ramp-up phase of production, the C-Zone project remains in the construction stage of its development, and at Rainy River, construction of the underground mine is ongoing. Given the inherent risks and uncertainties associated with mine development, there can be no assurance that the construction and development will continue in accordance with current expectations or at all, or that construction costs will be consistent with the budget, or that the mine will operate as planned.

Government Regulation

The mining, processing, development, exploration and reclamation and closure activities of the Company are subject to various laws governing prospecting, development, production, exports, imports, taxes,

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labour standards and occupational health and safety, mine safety, toxic substances, waste disposal, environmental protection and remediation, protection of endangered and protected species, land use, water use, land claims of local people, relations with local First Nations and other matters. As a public company listed on stock exchanges in Canada and the U.S., the Company is also required to comply with a number of public company obligations imposed by securities commissions and stock exchanges, compliance with which can be timing consuming and costly. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could have a material adverse effect on the Company’s business, financial position and results of operations, including a negative impact on the market price of the Company's securities.

Amendments to current laws, regulations and permits governing the Company's business, operations or development activities and activities of mining and exploration companies, or the application of existing laws, regulations and permits (including a more stringent or different application), could have a material adverse impact on the Company’s results of operations or financial position, or could result in abandonment or delays in the development of new mining properties or the suspension or curtailment of operations at existing mines. Failure to comply with any applicable laws, regulations or permitting requirements may result in enforcement actions against the Company, including orders issued by regulatory or judicial authorities causing operations or development activities to cease or be curtailed or suspended, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions (see also “Permitting Risks” above). Additionally, the Company could be forced to compensate those suffering loss or damage by reason of its business activities, mining operations or exploration or development activities and could face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Any such regulatory or judicial action could materially increase the Company’s operating costs, delay or curtail or otherwise negatively impact the Company’s operations and other activities and cause reputational harm. For example, the recent decision of the Supreme Court of British Columbia in Gitxaala v. British Columbia (Chief Gold Commissioner), may make the Company’s ability to stake and register additional claims in British Columbia more complex and time consuming in the future making it more difficult to acquire additional claims.

Dependence on the Rainy River Mine and New Afton Mine

The Company’s operations at the Rainy River and New Afton Mines are expected to account for substantially all of the Company’s gold and copper production in 2024. Any adverse condition affecting mining or milling conditions at the Rainy River Mine or New Afton Mine could have a material adverse effect on the Company’s financial performance and results of operations.

Unless the Company acquires or develops other significant gold-producing assets, the Company will continue to be dependent on its operations at the Rainy River and New Afton Mines for its cash flow provided by operating activities.

Exploration and Development Risks

The exploration for, and development of, mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge cannot eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Major expenses may be required to locate and establish Mineral Reserves, to develop

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metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors, including but not limited to: the particular attributes of the deposit, such as accuracy of estimated size, continuity of mineralization, average grade and metallurgical characteristics (see “Uncertainty in the Estimation of Mineral Reserves and Mineral Resources” below); proximity to infrastructure; metal prices, which are highly cyclical (see "Metal and Input Price Risk" above); and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection (see "Government Regulation" above). The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company being unable to receive an adequate return on invested capital.

Development projects are uncertain and capital cost estimates, projected operating costs, production rates, recovery rates, mine life and other operating parameters and economic returns may differ significantly from those estimated for a project. Development projects rely on the accuracy of predicted factors including capital and operating costs, metallurgical recoveries, reserve estimates and future metal prices. Development projects also rely on diligent capital management to prevent overspending. In addition, there can be no assurance that gold, copper or silver recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

At New Afton, the Company is developing the C-Zone. The Company may engage in other development and expansion activities at its operating mines from time to time. Expansion projects, including development and expansions of facilities and extensions to new ore bodies or new portions of existing ore bodies, have risks and uncertainties similar to development projects.

A project is subject to numerous risks during development including, but not limited to, the accuracy of feasibility studies, obtaining and complying with required permits, changes in environmental or other government regulations, securing all necessary surface and land tenure rights, consulting and accommodating First Nations and other Indigenous groups and financing risks. In particular, the Company is actively engaged in consultation with various First Nations and other Indigenous groups in connection with the New Afton C-Zone development. This engagement may be impacted by the British Columbia Declaration on the Rights of Indigenous Peoples Act and the federal government’s United Nations Declaration on the Rights of Indigenous Peoples Act (the “UNDRIP Act”). Unforeseen circumstances, including those related to the amount and nature of the mineralization at the development site, technological impediments to extraction and processing, legal challenges or restrictions or governmental intervention, infrastructure limitations, supply chain issues, environmental issues, unexpected ground conditions or other unforeseen development challenges, commodity prices, disputes with local communities or other events, could result in one or more of New Gold’s planned developments becoming impractical or uneconomic to complete or could otherwise impact the Company’s ability to execute its strategic plans. Any such occurrence could have an adverse impact on New Gold’s growth, financial condition and results of operations. There can be no assurance that the Company’s expansion and development projects will continue in accordance with current expectations or at all. See also “Permitting Risks” above.

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Water Management Risks

Changes in climate have the potential to result in more extreme precipitation levels and extreme weather events that can affect the Company’s operations (see “Climate Change Risks” below). For example, in 2023, British Columbia experienced the most devastating wildfire season on record, and drought conditions and elevated forest fire risk and activity has impacted both sites in a number of recent years. In the 2021 to 2022 hydrological year, the area surrounding the Rainy River Mine experienced annual precipitation approaching a "1 in 100" year wet event and resulted in operational difficulties addressing the water surplus. In 2021, an atmospheric river event occurred on the lower mainland of British Columbia, which caused severe flooding and mudslides that led to a number of the major highways, bridges, roads and similar infrastructure being flooded, taken out or otherwise becoming inaccessible, which impacted supply chain processes and concentrate sales for the New Afton Mine. Water is a critical resource for the Company’s operations and inadequate water management and stewardship could have a material adverse effect on the Company and its operations. While certain aspects relating to water management are within the Company’s control, extreme weather events can negatively impact the Company’s water management practices. These can consequently impact operations, disrupt production, increase costs and damage site and ancillary infrastructure.

The Company’s production estimates are dependent on, among other things, water supply, water storage and water quality, and production may be adversely impacted by availability of any of those conditions. Inadequate water supply or poor water management can directly affect capital and operating costs. New Gold could encounter business disruptions and operational difficulties in addressing too much water, such as what was experienced at the Rainy River Mine in 2022, or too little water resulting in an under supply of water at the Company’s operations, which the mills require to operate. Both of which could lead to production and other disruptions and impact the Company’s business, financial position and results of operations.

Mining, processing, development and exploration activities are dependent on adequate infrastructure and reliable water supply and water management. Failure to properly manage water levels or properly treat water can lead to treated water quality that is too low to allow for discharge when needed or other challenges in the ability to store water in the amounts required. The Company may also not be able to discharge water when needed for regulatory reasons outside of its control, including drought conditions where the receiving environment has insufficient capacity. Poor water management and discharge control may not only result in contaminants exceeding permitted limits, but also the suspension of operations at the Company’s mine sites. The Company has instituted water management plans but there can be no guarantees that the water management plans will be sufficient or perform as intended, and there can be no assurances that the Company will be able to discharge water when needed, which could subject the Company to liability and affect the Company’s business, financial condition and results of operations.

Insufficient water management practices could lead to damage to site infrastructure and have a direct impact on the Company’s operations and production. Underperformance or ineffective maintenance of the stabilization and dewatering of its tailings storage facility structures, including the NATSF, or improper management of site water could contribute to dam failure or tailings release and may also result in damage or injury to people or property (see “Tailings Risks” below).

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Tailings

Mining companies also face innate risks in their operations with respect to tailings storage facilities and structures built for the containment of processed rock that remains after the target minerals are extracted, known as tailings, which exposes the Company to a number of risks. Unexpected failings or breaches of tailings storage facilities, such as slope failures, foundation failures or erosion, could release tailings and result in extensive environmental damage to the surrounding area as well as damage to property, personal injury or death. Tailings storage facility failures can result in the immediate suspension of mining operations by government authorities and lead to significant costs and expenses, write offs of material assets and the recognition of provisions for remediation, which could affect the Company’s operations and statements of financial position.

The Company seeks to maintain its tailing storage facilities through the stabilization and effective maintenance of such facilities. Stabilization, which includes dewatering, of its tailings storage facilities, such as the NATSF, has been and continues to be an important undertaking for the Company as underperformance or ineffective maintenance, failing to complete stabilization projects according to plan or improper management of site water could contribute to tailings storage facility failure or tailings release. In the case of New Afton, a stabilization and dewatering schedule must be adhered to as C-Zone mining is expected to cause subsidence of the tailings storage facilities. Stabilization is expected to be completed prior to C-Zone subsidence impacts; however, too much water in the tailings storage facility, including as a result of failing to sufficiently dewater the tailings storage facility or sufficiently remove the pond of water on the surface of the tailings storage facility, could require additional time and result in a disruption in production. In 2023, the Company completed the final commissioning of all 29 dewatering wells at the NATSF. There can be no assurances that the dewatering wells or other stabilization infrastructure will operate and perform as intended nor that they will operate and perform without interruption. Should the NATSF fail to be stabilized as planned, to protect against an unexpected failure of the tailings storage facility the Company could be forced to pause or reduce production until stabilization is completed, or otherwise lead to a disruption in production. Any such pause or disruption could have a negative impact on the Company’s business, financial position and results of operations.

The unexpected failure of a tailings storage facility could subject the Company to any or all of the potential impacts discussed below in “Environmental Risks” and as described under “Geotechnical Risks” in New Gold’s Annual Information Form, among others. A major spill or failure of the tailings facilities (including as a result of matters beyond the Company’s control such as extreme weather, a seismic event or other incident) could cause damage to the environment and the surrounding communities, wildlife and areas. Failure to comply with existing or new environmental, health and safety laws and regulations could lead to injunctions, fines, suspension or revocation of permits and other penalties.The costs and delays associated with compliance with these laws, regulations and permits may prevent the Company from proceeding with the development of a project or the operation or further development of a mine or increase the costs of development or production or otherwise impact the Company’s ability to execute its strategic plans, and may materially adversely affect the Company’s business, results of operations or financial condition. The Company could also be held responsible for the costs associated with investigating and addressing contamination (including claims for natural resource damages) or for fines or penalties from governmental authorities relating to contamination issues at current or former sites, either

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owned directly or by third parties. The Company could also be found liable for claims relating to exposure to hazardous and toxic substances and major spills, breach or other failure of the tailing facilities. The costs associated with such responsibilities and liabilities could be significant, be higher than estimated and may involve a time consuming clean-up. Furthermore, in the event that the Company is deemed liable for any damage caused by overflow, the Company’s losses or consequences of regulatory action might not be sufficiently covered by insurance policies. Should the Company be unable to fully fund the cost of remedying such environmental concerns, the Company could be required to temporarily or permanently suspend operations. If any such risks were to occur, this could materially and adversely affect the Company’s reputation and its ability to conduct its operations, and could subject the Company to liability and result in a material adverse effect on its business, financial condition and results of operations.

Financing Risks

The Company’s mining, processing, development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. If raised through asset sales, the terms of such sales may not be favourable to the Company, and may reduce the assets and future economic performance of the Company. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties or otherwise impact the Company's strategic plans. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

Need for Additional Mineral Reserves and Mineral Resources

Because mines have limited lives based on Proven and Probable Mineral Reserves, the Company continually seeks to replace and expand its Mineral Reserves and Mineral Resources. The Company’s ability to maintain or increase its annual production of gold, copper and silver depends in significant part on its ability to find or acquire new Mineral Reserves and Mineral Resources and bring new mines into production, and to expand Mineral Reserves and Mineral Resources at existing mines. Exploration is inherently speculative. New Gold’s exploration projects involve many risks and exploration is frequently unsuccessful. See “Exploration and Development Risks” above. There is a risk that depletion of reserves will not be offset by discoveries or acquisitions. The mineral base of New Gold may decline if reserves are mined without adequate replacement.

Uncertainty in the Estimation of Mineral Reserves and Mineral Resources

Mineral Reserves and Mineral Resources are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves can be mined or processed profitably. Mineral Reserve and Mineral Resource estimates may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, geotechnical factors (such as pit slope angles), marketing and other risks and relevant issues. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data,

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the accuracy of assumptions, the nature of the ore body and of the assumptions made and judgments used in engineering and geological interpretation. These estimates may require adjustments or downward revisions based upon further exploration or development work, drilling or actual production experience.

Fluctuations in gold, copper and silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of Mineral Reserve and Mineral Resource estimates. Prolonged declines in the market price of gold (or applicable by-product metal prices) may render Mineral Reserves and Mineral Resources containing relatively lower grades of mineralization uneconomical to recover and could materially reduce the Company’s Mineral Reserves and Mineral Resources. Mineral Resource estimates for properties that have not commenced production or at deposits that have not yet been exploited are based, in most instances, on very limited and widely-spaced drill hole information, which is not necessarily indicative of conditions between and around the drill holes. There may also be outliers in the representative samples that may disproportionately skew the estimates. In a block cave mine, as a cave exhausts its reserves, it may experience dilution of grade. Accordingly, such Mineral Resource estimates may require revision as more geologic and drilling information becomes available and as actual production experience is gained. Should reductions in the Company's Mineral Resources or Mineral Reserves occur, the Company may be required to take a material write-down of its investment in mining properties, reduce the carrying value of one or more of its assets or delay or discontinue production or the development of new projects, resulting in reduced net income or increased net losses and reduced cash flow. Mineral Resources and Mineral Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations. In addition, the estimates of Mineral Resources, Mineral Reserves and economic projections rely in part on third-party reports and investigations. There is a degree of uncertainty attributable to the calculation and estimation of Mineral Resources and Mineral Reserves and corresponding grades being mined and, as a result, the volume and grade of Mineral Reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Mineral Reserves and Mineral Resources, or of the Company’s ability to extract these Mineral Reserves and Mineral Resources, could have a material adverse effect on the Company’s projects, results of operations and financial condition.

Mineral Resources are not Mineral Reserves and have a greater degree of uncertainty as to their existence and feasibility. There is no assurance that Mineral Resources will be upgraded to Proven or Probable Mineral Reserves.

Uncertainty Relating to Inferred Mineral Resources

Inferred Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded through further exploration to the measured and indicated resource classification level of confidence necessary for their potential conversion to proven or probable Mineral Reserves as a result of a pre-feasibility or feasibility level technical study.

Impairment

On a quarterly basis, the Company reviews and evaluates its mining interests for indicators of impairment or impairment reversals. In the past, New Gold has recognized material impairment losses. Impairment assessments are conducted at the level of cash-generating units (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows

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from other assets or groups of assets. Each operating mine, development and exploration project represents a separate CGU. If an indication of impairment exists, the recoverable amount of the CGU is estimated. An impairment loss is recognized when the carrying amount of the CGU is in excess of its recoverable amount. The assessment for impairment is subjective and requires management to make significant judgments and assumptions in respect of a number of factors, including prolonged significant changes in commodity prices, per ounce in-situ multiples, significant change to life-of-mine plans, significant changes in discount rates, and if applicable, the factors which lead to a prolonged and sustained market capitalization deficiencies. It is possible that the actual fair value could be significantly different than those estimates. In addition, should management’s estimate of the future not reflect actual events, further impairment charges may materialize, and the timing and amount of such impairment charges is difficult to predict.

Title Claims and Rights of Indigenous Peoples

Certain of New Gold’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other Indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. For example, as a result of the recent decision of the Supreme Court of British Columbia in Gitxaala v. British Columbia (Chief Gold Commissioner), the Company’s ability to stake and register additional claims in British Columbia may become more complex and time consuming in the future making it more difficult to acquire additional claims. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. In British Columbia, the provincial government enacted the Declaration on the Rights of Indigenous Peoples Act in November 2019, which may affect consultation requirements in that jurisdiction. Additionally, on July 21, 2021, the federal government’s UNDRIP Act came into force marking Canada’s first substantive step towards ensuring Canadian federal laws reflect the standards outlined in the United Nations Declaration on the Rights of Indigenous Peoples. It is yet to be determined what near-term impacts and changes, if any, will follow; however, such legislation may potentially have numerous implications for indigenous groups, government authorities and natural resource project proponents. The Company is party to, and has impact benefit agreements in place with, certain First Nations near its Rainy River Mine and New Afton Mine, each of which require the Company to comply with predetermined obligations and requirements. There is the risk that the Company may not fulfill all of its obligation under such impact benefit agreements which could cause it to lose the support of the affected First Nations group and otherwise impact its reputation, business and operations.

Consultation and other rights of Indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in certain jurisdictions, including in some parts of Canada and Mexico in which title or other rights are claimed by First Nations and other Indigenous peoples, and may affect the timetable and costs of development and operation of

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mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Environmental Risk

The Company is subject to environmental regulation in Canada and Mexico where it operates or has exploration or development activities. In addition, the Company will be subject to environmental regulation in any other jurisdictions in which it may operate or have exploration or development properties. These regulations address, among other things, endangered and protected species, emissions, noise, air and water quality standards, land use and reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid, liquid and hazardous waste or potentially hazardous substances such as fuel, lime or cyanide.

The Company expends significant resources to comply with environmental laws, regulations and permitting requirements, and expects to continue to do so in the future. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There can be no assurance that:

•the Company has been or will be at all times in complete compliance with such laws, regulations and permitting requirements, or with any new or amended laws, regulations and permitting requirements that may be imposed from time to time;

•the Company’s compliance will not be challenged; or

•the costs of compliance will be economic and will not materially or adversely affect the Company’s future cash flow, results of operations and financial condition.

The Company may be subject to proceedings in respect of alleged failures to comply with environmental laws, regulations or permitting requirements or of posing a threat to or of having caused hazards or damage to the environment or to persons or property. While any such proceedings are in process, the Company could suffer delays or impediments to or suspension of development and construction of the Company’s projects and operations and, even if the Company is ultimately successful, it may not be compensated for the losses resulting from any such proceedings or delays.

Environmental legislation is evolving in a manner, which will involve, in certain jurisdictions, stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. No certainty exists that future changes in environmental regulation, or the application of such regulations, if any, will not adversely affect the Company’s operations or development properties or exploration activities. The Company cannot give any assurance that, notwithstanding its precautions, breaches of environmental laws (even if inadvertent) or environmental pollution will not materially and adversely affect its financial condition and results of operations. Environmental hazards may exist on the Company’s properties which are unknown to management at present and which have been caused by previous owners or operators of the properties. Changes in weather conditions can also cause environmental hazards, such as increased precipitation leading to possible tailings storage facility failures or other heightened risk of environmental incidents and need for water management mitigation. Increased precipitation can also affect compliance with

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environmental regulations and affect operations. In addition, measures taken to address and mitigate known environmental hazards or risks may not be fully successful, and such hazards or risks may materialize.

There may be existing environmental hazards, contamination or damage at the Company's mines or projects that the Company is unaware of. The Company may also acquire properties with known or undiscovered environmental risks. Any indemnification from the entity from which the Company acquires such properties may not be adequate to pay all the fines, penalties and costs (such as clean-up and restoration costs) incurred with respect to such properties. The Company may also be held responsible for addressing environmental hazards, contamination or damage caused by current or former activities at our mines or projects or exposure to hazardous substances, regardless of whether or not the hazard, damage, contamination or exposure was caused by its activities or by previous owners or operators of the property, past or present owners of adjacent properties or by natural conditions, and whether or not such hazard, damage, contamination or exposure was unknown or undetectable. The New Afton Mine has also been used for mining and related operations for many years before the Company acquired it and was acquired "as is" or with assumed environmental liabilities from previous owners or operators.

Any finding of liability in proceedings pursuant to environmental laws, regulations or permitting requirements could result in additional substantial costs, delays in the exploration, development and operation of the Company’s properties and other penalties and liabilities, including, but not limited to:

•monetary penalties (including fines);

•restrictions on or suspension of activities;

•loss of rights, permits and property;

•completion of extensive remedial cleanup or paying for government or third-party remedial cleanup;

•premature reclamation of operating sites; and

•seizure of funds or forfeiture of bonds.

The cost of addressing environmental conditions or risks, and liabilities associated with environmental damage, may be significant, and could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition. Production at New Gold’s mines involves the use of various chemicals, including certain chemicals that are designated as hazardous substances. Contamination from hazardous substances, either at the Company’s own properties or other locations for which it may be responsible, may subject the Company to liability for the investigation or remediation of contamination, as well as for claims seeking to recover for related property damage, personal injury or damage to natural resources. The occurrence of any of these adverse events could have a material adverse effect on the Company’s prospects, results of operations and financial position.

Production at the Rainy River Mine involves the use of sodium cyanide which is a hazardous material. Should sodium cyanide solution leak or otherwise be discharged from the containment system, the Company may become subject to liability for cleanup work that may not be insured, in addition to liability for any damage caused. Such liability could be material.

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Insurance and Uninsured Risks

New Gold’s business is subject to a number of risks and hazards generally including adverse environmental conditions, industrial accidents, labour disputes, loss or theft of its products, unusual or unexpected geological conditions, ground or slope or wall failures, cave-ins, metallurgical or other processing problems, fires, operational problems, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities or other property, personal injury or death, environmental damage to the Company's properties or the properties of others, delays in mining, supply chain disruptions, government service disruptions, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, such insurance will not cover all the potential risks associated with the Company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available on acceptable terms or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration, development and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. New Gold may also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect on results of operations and financial condition.

Reclamation Costs

The Company’s operations are subject to closure and reclamation plans that establish its obligations to reclaim properties after minerals have been mined from a site. These obligations represent significant future costs for the Company. It may be necessary to revise reclamation timing, concepts and plans, which could increase costs.

Reclamation bonds or other forms of financial assurance are often required to secure reclamation activities. Governing authorities require companies to periodically recalculate the amount of a reclamation bond and may require bond amounts to be increased. It may be necessary to revise the planned reclamation expenditures and the operating plan for a mine in order to fund an increase to a reclamation bond. In addition, reclamation bonds may be issued under the Company’s credit facilities. Increases in the amount of reclamation bonds will decrease the amount of the Credit Facility available for other purposes.

Reclamation bonds may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine operation. The actual costs of reclamation set out in mine plans are estimates only and may not represent the actual amounts that will be required to complete all reclamation activity. Obtaining regulatory approval of the Company's reclamation activity may also add additional time and costs to reclamation. If actual costs are significantly higher than the Company’s estimates, then its results of operations and financial position could be materially adversely affected.

Inflation Risks

Inflation rates in the jurisdictions in which the Company operates have continued to increase. A significant portion of the upward pressure on prices has been attributed to the rising costs of labour and energy, the

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fiscal and monetary stimuli provided by governments in response to the COVID-19 pandemic as well as continuing global supply-chain disruptions, with global energy costs increasing significantly following the invasion of Ukraine by Russia in February 2022. Moreover, the Middle East is an important contributor to global oil supplies and any instability in the region, such as the Israel-Hamas conflict that commenced in October 2023, can cause price hikes due to anticipated supply disruptions, which can in turn affect global inflation rates and trade balances. These inflationary pressures have affected the Company’s labour, commodity and other input costs and such pressures may or may not be transitory. The Company has made assumptions around the expected costs of key inputs; however, actual costs in an inflationary environment may differ materially from those assumptions. Any continued upward trajectory in the inflation rate for the Company’s inputs may have a material adverse effect on the Company’s operating and capital expenditures for the development of its projects as well as its financial condition and results of operations.

Debt and Liquidity Risk

As at December 31, 2023, the Company had long-term debt comprised of one series of notes in an aggregate principal amount of $400 million. In addition, the Company has the Credit Facility. The Company’s ability to make scheduled payments of principal and interest on or to refinance its indebtedness depends on the Company’s future performance, which is subject to economic, financial, competitive and other factors many of which are not under the control of New Gold. The Company is exposed to interest rate risk on variable rate debt, if any. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.

In the future, the Company may not continue to generate cash flow from operations sufficient to service its debt and make necessary or planned capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, borrowing additional funds, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company’s ability to borrow additional funds or refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations. In addition, if New Gold is unable to maintain its indebtedness and financial ratios at levels acceptable to its credit rating agencies, or should New Gold’s business prospects deteriorate, the ratings currently assigned to New Gold by Moody’s Investor Services and Standard & Poor’s Ratings Services could be downgraded, which could adversely affect the value of New Gold’s outstanding securities and existing debt and its ability to obtain new financing on favourable terms, and New Gold’s borrowing cost would likely increase as a result.

If the Company’s cash flow and other sources of liquidity are not sufficient to continue operations and make necessary and planned capital expenditures, the Company may cancel or defer capital expenditures and/or suspend or curtail operations. Such an action may impact production at mining operations and/or the timelines and cost associated with development projects, which could have a material adverse effect on the Company’s prospects, results of operations and financial condition.

The terms of the Company’s Credit Facility and stream agreement with Royal Gold Inc. (“Royal Gold”) require the Company to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. In addition, the terms of the Company’s 2027 Unsecured Notes require the Company to

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satisfy various affirmative and negative covenants. These covenants limit, among other things, the Company’s ability to incur indebtedness, create certain liens on assets or engage in certain types of transactions. There are no assurances that in the future, the Company will not, as a result of these covenants, be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with these covenants, including, in the case of the Credit Facility and stream agreement with Royal Gold, or a failure to meet the financial tests or ratios, would likely result in an event of default under the Credit Facility and/or the 2027 Unsecured Notes and/or stream agreement and would allow the lenders or noteholders or other contractual counterparty, as the case may be, to accelerate the debt or other obligations as the case may be.

Impact of Pandemic Disease, Including COVID-19, on Global Economic Conditions and Performance

The Company’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, such as the COVID-19 pandemic (which includes any variants thereof, where applicable). These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Company’s mining and exploration operations to operate as intended due to a shortage of skilled employees, shortages or disruptions in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, including introducing new, or modifying existing, laws, regulations, orders or other measures that could impact the Company and its ability to operate, decreased demand or the inability to sell precious metals or declines in the price of precious metals, capital market volatility or other unknown but potentially significant impacts. These infectious disease risks could also impact the Company’s ability to meet expected timelines for development and expansion projects and its anticipated production, costs and capital guidance or otherwise affect the Company’s suppliers or customers. There are also potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infectious disease outbreak. The extent to which an infectious disease outbreak will have an impact on our business, results of operations, future cash flows, earnings, liquidity and financial condition will depend on future developments that are highly uncertain and difficult to predict. The Company may not be able to accurately predict the quantum of such risks.

Taxation

New Gold has operations and conducts business in a number of different jurisdictions and is accordingly subject to the taxation laws of each such jurisdiction, as well as tax reviews and assessments in the ordinary course. Taxation laws are complex, subject to interpretation and subject to change. Any such changes in taxation law or reviews and assessments could result in higher taxes being payable by the Company, which could adversely affect its profitability. Taxes may also adversely affect the Company’s ability to repatriate earnings and otherwise deploy its assets. Additionally, the Company may structure certain transactions so as to make use of beneficial taxation laws, such as through the use of flow through shares; however, there can be no assurances that such benefits will be realized by the Company.

Risks Related to Further Processing

The Company’s operations produce concentrate, doré or other products that are not refined metals (“Unrefined Product”) and generally require further processing at a smelter and/or a refinery to become

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marketable metal. Such Unrefined Product contains metals and other elements and impurities that require removal, some of which may limit the smelters or brokers who can or will purchase or process the Unrefined Product and the refineries who will process the Unrefined Product, or negatively impact the terms of such purchase or processing arrangements. Assay results of gold, copper and deleterious elements may vary in different samples and this may negatively affect the amount the Company receives for a shipment of concentrate, particularly if native copper particles are not adequately sampled in supergene ore from the New Afton Mine. In addition, treatment and refining charges are subject to fluctuations, which could negatively impact the Company’s revenue or expenses.

In addition, the Company is generally responsible for transporting Unrefined Products either to the smelter or refinery or to a designated point where risk of loss is transferred. The Company is exposed to risks related to the loss of Unrefined Product during its loading, transportation and storage as well as the cost and availability of transportation and storage arrangements for its Unrefined Products. In engaging certain third parties to transport the Unrefined Products, including by way of road, railway and ocean freight, the Company is also exposed to logistical risks. While the Company takes steps to ensure it has different logistical options available, there can be no assurances that the third parties it engages will not be impacted by occurrences outside of their control. In July and August of 2023, as a result of the labour dispute between the International Longshore and Warehouse Union Canada and the B.C. Maritime Employers Association and the resulting strike, the Company was unable to deliver to or ship its Unrefined Products from the British Columbia ports. The Company was able to ship its Unrefined Products by rail during such period; however, in the future the Company may not be able to meet all of its transportation obligations or make alternative transportation or storage arrangements on reasonable commercial terms or at all. The Company has a limited number of transportation and storage options for its Unrefined Product and should any of such options become unavailable, it could cause significant delays and otherwise impact the Company’s operations, profitability and ability to meet its contractual obligations.

In November 2021, due to an atmospheric river event that occurred on the lower mainland of British Columbia which caused severe flooding and mudslides, a number of the major highways, bridges, roads and similar infrastructure used to transport Unrefined Product produced at the New Afton Mine in northern British Columbia to Vancouver and other areas in southern British Columbia were flooded, taken out or otherwise became inaccessible. The British Columbia government declared a provincial state of emergency and it was highly uncertain at that time how long such state of emergency would last and when the transportation routes and similar infrastructure would become accessible. As a result, the Company had to consider alternative and, in some instances, significantly less efficient and more costly transportation routes to transport its Unrefined Product. While the provincial state of emergency expired on January 18, 2022 and transportation routes have since returned to normal conditions, it is anticipated that the effects of climate change will give rise to more frequent and extreme weather events, such as those that occurred in November 2021 (see “Climate Change Risks” below). In addition, the Company has doré inventory at refineries and could incur a loss arising from the refineries’ failure to fulfill their contractual obligations as well as the risk that a refinery does not satisfy its delivery obligations. There can be no assurance that the Company will be able to continue to transport and store or sell and process its Unrefined Product on reasonable commercial terms or at all. If the Company is unable to sell its

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production in an efficient manner, on account of transportation difficulties, unforeseen circumstances, issues with its refineries or otherwise, it could have a material adverse effect on the Company’s results of operations and financial performance.

Climate Change Risks

Changes in climate conditions could adversely affect the Company’s business and operations through the impact of (i) more extreme temperatures, energy disruptions, precipitation levels and other weather events; (ii) changes to laws and regulations, including disclosure requirements, related to climate change; and (iii) changes in the price or availability of goods and services required by our business.

Climate change may lead to more extremes in temperatures, energy disruptions, precipitation levels and other weather events, and cause both direct and indirect impacts on the Company’s business and operations. Extreme high or low temperatures could impact the operation of equipment and the safety of personnel at the Company’s sites, which could result in damage to equipment, injury to personnel, cost increases and production disruptions. Extreme high or low temperatures could also impact the surrounding areas and communities leading to more difficult living conditions and potentially resulting in labour shortages or disruptions, particularly given that a number of Company employees who work at the sites come from such surrounding areas and communities. Energy disruptions could affect operations at the Company’s sites, including the ability to operate essential machinery, technology and other equipment, and lead to production interruptions. When considering the impact to surrounding areas, energy disruptions could cause area-wide blackouts and brownouts making it difficult for those employees working from home or otherwise working remotely to continue working. There could also be a need for IT back-up systems to be in multiple locations to create redundancy in the event of widespread power outages, which would in turn result in increased costs.

Water is a key resource in the Company's operations. Changes in precipitation levels may impact the availability of water at the Company’s operations, which the mills require to operate, potentially leading to production disruptions. With the impact of climate change on water levels and precipitation, without adequate water management and stewardship, New Gold could encounter difficulties dealing with too much or too little water at its sites. Low precipitation also increases the risk of large forest fires, as occurred in proximity to the Company’s operations in British Columbia in recent years, which could cause production disruptions or damage site infrastructure. Low precipitation and the increased risk of forest fires impacts not only the Company’s sites, but the surrounding areas and communities as well.

Increases in precipitation levels could also lead to water management challenges, including challenging our ability to hold or treat and discharge water in the amounts required. In the surrounding areas, increases in precipitation levels could lead to a number of day-to day challenges and cause transportation delays and other disruptions. Extreme weather events, such as forest fires, severe storms or floods, all of which may be more probable and more extreme due to climate change, may negatively impact operations, disrupt production, increase costs and damage site infrastructure. Such extreme weather events can also lead to community evacuations, temporary labour shortages, delays in receiving critical supplies and shipping the Company’s products, some of which were experienced in 2023 during the most devastating wildfire season on record in British Columbia and late 2021 during an atmospheric river event

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that occurred on the lower mainland of British Columbia which caused severe flooding and mudslides and led to numerous transportation and supply chain routes to be inaccessible in northern British Columbia, close to where the New Afton Mine is located. As a result, the Company may not be able to produce or deliver in line with customer demands and may see unplanned costs increases. Significant capital investment may be required to address these occurrences and to adapt to changes in average operating conditions caused by these changes to the climate. The Company may also need to allocate more time and money to health and safety training and emergency response planning to ensure employees are adequately prepared for extreme weather caused by climate change.

Climate change may lead to new laws and regulations that affect the Company’s business and operations. Many governments and other stakeholders are seeking enhanced disclosure and are moving to enact climate change legislation and treaties at the international, national, state, provincial and local levels as reflected by the Canadian Securities Administrator's ("CSA") proposed National Instrument 51-107 - Disclosure of Climate-related Matters. The SEC (as hereinafter defined) has also proposed a set of rules regarding climate-related disclosure, and the International Sustainability Standards Board published the first two sustainability disclosure standards: IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. Where legislation already exists, regulations relating to greenhouse gas emission levels and energy efficiency are becoming more stringent. Some of the transition and compliance costs associated with meeting more stringent regulations can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, meeting more stringent regulations is anticipated to result in increased costs. For example, the Company’s operations have paid Canadian Federal and Provincial carbon taxes since 2019 and will continue to do so. Additionally, the Company is heavily reliant on diesel fuel to power vehicles and equipment. If diesel prices increase due to more stringent fossil fuel regulation or taxation, the cost of doing business could increase as well. Transitioning away from diesel-powered vehicles and equipment and integrating new technology can be costly, especially for operations that are nearing the end of the mine lifecycle. Given that the Company’s operations are energy intensive and result in a carbon footprint (directly and indirectly) through the use of fossil-fuel based electricity, current and emerging regulations and policies relating to greenhouse gas emission levels, energy efficiency and reporting of climate related risks can directly impact the Company. There is significant uncertainty associated with the technology and regulatory changes necessary to transition to a decarbonized economy and the costs to comply are difficult to predict. The speed and disruptive nature of those changes, the policy and regulatory shifts to respond to those changes and the associated costs, may impact the Company’s business model, financial performance and operational results. If the Company is unable to effectively manage the transition, it could incur additional costs, delay the ability to meet investor, customer and regulatory requirements, and negatively impact the Company’s reputation.

Climate change may lead to changes in the price and availability of goods and services required for the Company’s operations, which require the regular supply of consumables such as diesel, electricity and sodium cyanide to operate efficiently. The Company’s operations also depend on service providers to transport these consumables and other goods to the operations and to transport doré and concentrate produced by the Company to refiners, smelters and other customers. The effects of extreme weather described above and changes in legislation and regulation on the Company’s suppliers and their

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industries may result in limited availability or higher prices for these goods and services, which could result in higher costs or production disruptions.

In following the TCFD’s guidance on risk management integration and disclosure, in late 2021, the Company undertook a climate risk assessment using scenario analysis to explore and identify physical and transitional risks associated with different climate scenarios, consider opportunities to reduce risk through climate mitigation and adaptation and identify areas for additional investigation and analysis. In 2022 and 2023, the Company continued to refine the risk assessment, focusing on a quantitative financial climate change risk assessment for its operations, to help support the Company in understanding the potential impacts of climate change on financial stability. While significant effort was made, there is the possibility that not all physical and transitional and resulting financial risks that could directly and indirectly impact the Company were identified. The Company can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.

Litigation and Dispute Resolution

From time to time, New Gold is subject to legal claims, with and without merit. These claims may commence informally and reach a commercial settlement or may progress to a more formal dispute resolution process or legal proceedings. The causes of potential future claims cannot be known and may arise from, among other things, business activities, environmental laws, land use, contractor engagements, volatility in the stock price or alleged failures to comply with disclosure obligations. In particular, the complex activities and significant expenditures associated with construction activities, such as the C-Zone development, may lead to various claims, some of which may be material. Defense and settlement costs may be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, there can be no assurance that the resolution of any particular legal proceeding or dispute will not have a material adverse effect on the Company’s future cash flows, results of operations or financial condition.

Title Risks

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mineral concessions may be disputed. Although the Company believes it has taken reasonable measures to ensure proper title to its properties, there is no guarantee that title to any of such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of the Company's interest, including prior unregistered liens, agreements, transfers, royalties or claims, including land claims by First Nations or other Indigenous groups, and title may be affected by, among other things, undetected defects. In some cases, title to mineral rights and surface rights has been divided, and the Company may hold only surface rights or only mineral rights over a particular property, which can lead to potential conflict with the holder of the other rights. As a result of these issues, the Company may be constrained in its ability to operate its properties or unable to enforce its rights with respect to its properties, or the economics of its mineral properties may be impacted. An impairment to, or defect in, the Company’s title to its properties or a dispute regarding property or other related rights could have a material adverse effect on the Company’s business, financial condition or results of operations.

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Hedging Risks

From time to time, the Company uses or may use certain derivative products to hedge or manage the risks associated with changes in gold prices, copper prices, silver prices, interest rates, foreign currency exchange rates and energy prices. The use of derivative instruments involves certain inherent risks including, among other things: (i) credit risk – the risk of an unexpected loss arising if a counterparty with which the Company has entered into transactions fails to meet its contractual obligations; (ii) market liquidity risk – the risk that the Company has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk – the risk that, in respect of certain derivative products, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.

There is no assurance that any hedging program or transactions which may be adopted or utilized by New Gold designed to reduce the risk associated with changes in gold prices, copper prices, silver prices, interest rates, foreign currency exchange rates or energy prices will be successful. Although hedging may protect New Gold from an adverse price change, certain hedging strategies may also prevent New Gold from benefiting fully from a positive price change.

Reliance on Third-Party Contractors

It is common industry practice for certain aspects of mining operations including, but not limited to, drilling, blasting and construction, to be conducted by one or more outside contractors. Deficient or negligent work, or work not completed in a timely manner, could have a material adverse effect on the Company’s business and operations. The Company is also subject to a number of risks associated with the use of such contractors, including, but not limited to: (a) the Company having reduced control over the aspects of the operations that are the responsibility of a contractor; (b) failure of the contractor to perform work properly or at a satisfactory level of quality and safety; (c) failure of a contractor to perform under its agreement(s), including, but not limited to, inability to meet the contractual timelines or to otherwise deliver in accordance with the terms of the contract; (d) inability to replace the contractor if the contractual relationship is terminated; (e) interruption of operations in the event the contractor ceases operations as a result of a contractual dispute with the Company or as a result of insolvency or other unforeseen events (including events of force majeure); (f) failure of the contractor to comply with applicable legal and regulatory requirements; and (g) inadequate contractor cybersecurity program or customer data management and privacy, exposing the Company to external attacks or leaking of the Company’s confidential information, any of which could have a material adverse effect on the Company’s business, financial condition or results of operations.

Investment Risk

Investment risk is the risk that a financial instrument’s value will deviate from the expected returns as a result of changes in market conditions, whether those changes are caused by factors specific to the individual investment or factors affecting all investments traded in the market. This includes interest rate risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Other aspects of investment risk include credit risk (the risk of unexpected loss arising if a counterparty with which the Company has entered into transactions fails to meet its contractual obligations) and liquidity risk (the risk that the Company has entered into an investment that cannot be closed out quickly). The Company has equity investments in other public mining companies not controlled by New Gold, which have early stage exploration, development and/or

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greenfield properties. These investments may fluctuate in value and the Company may incur losses in respect of such investments. Although the factors that affect investment risk are outside the Company’s control, the Company limits investment risk by limiting its investment exposure in terms of total funds to be invested and by being selective of high quality investments and by taking security for financial obligations where appropriate.

Acquisition and Integration Risks

As part of its business strategy, New Gold has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, New Gold may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into New Gold. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of New Gold management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that New Gold will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

Information Systems Security Threats

New Gold has entered into agreements with third parties for hardware, software, telecommunications and other information technology (“IT”) services in connection with its operations. New Gold’s operations depend, in part, on how well the Company and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, phishing schemes, computer viruses, vandalism, fraud and theft. While the Company has certain preventative measures in place, there can be no assurances that the Company will not be subject to wire payment fraud, misappropriation of funds, erroneous payments or other human or technological errors resulting in loss of funds that cannot fully be redeemed. The Company’s operations also depend on the timely maintenance, upgrade and

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replacement of networks, equipment, IT systems and software, as well as pre-emptive interventions and expenditures to mitigate the risks of failures and other IT system disruptions. Any of these and other events could result in information systems failures, delays, increases in capital expenses and/or otherwise negatively impact the Company’s ability to operate. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

Although the Company has not experienced any material losses relating to cyber-attacks or other information security breaches to date, there can be no assurance that New Gold will not incur such losses or be subject to such breaches in the future, any of which could cause production downtime, operational delays, the compromising of confidential or otherwise protected information, reputational impacts and destruction or corruption of data. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Such efforts may require continuous monitoring and the reliance on third party service providers and are not guaranteed to be successful in preventing or mitigating the potential impacts of cyber-attacks.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES

The preparation of the Company’s consolidated financial statements in conformity with IFRS as issued by IASB requires the Company’s management to make judgments, estimates and assumptions about the future events that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Estimates and assumptions are continually evaluated and are based on management’s experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values are described in Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2023.

ACCOUNTING POLICIES

The Company's material accounting policies and future changes in accounting policies are presented in the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in the preparation of the consolidated financial statements.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, under the supervision of its President and Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and in National Instrument 52-109 – Certification of Disclosure in Issuers’

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Annual and Interim Filings, as of December 31, 2023. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.

Internal Controls over Financial Reporting

New Gold’s management, with the participation of its President and Chief Executive Officer and its Chief Financial Officer, is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. New Gold’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 based on the Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission and has concluded that New Gold’s internal controls over financial reporting are effective as of December 31, 2023.

The effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 has been audited by Deloitte LLP, the Company’s independent registered public accounting firm, as stated in their report immediately preceding the Company’s audited consolidated financial statements for the year ended December 31, 2023.

Limitations of Controls and Procedures

The Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, believe that any internal controls and procedures for financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations of all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented and/or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Controls over Financial Reporting

There has been no change in the Company’s design of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this MD&A.

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MINERAL RESERVES AND MINERAL RESOURCES

New Gold’s Mineral Reserve estimates as at December 31, 2023, are presented in the following table.

Mineral Reserves


	Tonnes 000s	Grade			Contained Metal
		Gold g/t	Silver g/t	Copper %	Gold koz	Silver koz	Copper Mlb
RAINY RIVER
Open Pit
Proven	5,100	1.11	2.06	—	182	337	—
Probable	22,937	0.93	2.18	—	685	1,610	—
Proven & Probable	28,037	0.96	2.16	—	867	1,947	—
Underground
Proven	—	—	—	—	—	—	—
Probable	14,322	2.87	6.86	—	1,322	3,161	—
Proven & Probable	14,322	2.87	6.86	—	1,322	3,161	—
Stockpile
Proven	17,478	0.41	2.20	—	233	1,235	—
Probable	—	—	—	—	—	—	—
Proven & Probable	17,478	0.41	2.20	—	233	1,235	—
Total Rainy River
Proven	22,578	0.57	2.17	—	414	1,573	—
Probable	37,259	1.67	3.98	—	2,006	4,771	—
Proven & Probable	59,837	1.26	3.30	—	2,421	6,343	—
NEW AFTON
B3
Proven	—	—	—	—	—	—	—
Probable	4,452	0.59	1.34	0.70	85	192	69
Proven & Probable	4,452	0.59	1.34	0.70	85	192	69
C-Zone
Proven	—	—	—	—	—	—	—
Probable	29,635	0.68	1.75	0.74	650	1,664	482
Proven & Probable	29,365	0.68	1.75	0.74	650	1,664	482
Total New Afton
Proven	—	—	—	—	—	—	—
Probable	34,087	0.67	1.69	0.73	735	1,856	551
Proven & Probable	34,087	0.67	1.69	0.73	735	1,856	551
TOTAL NEW GOLD
Proven & Probable					3156	8,199	551

Notes to the Mineral Reserve and Mineral Resource estimates are provided below.

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New Gold’s Mineral Resource estimates as at December 31, 2023, are presented in the following tables:

Mineral Resources (Exclusive of Mineral Reserves)


	Tonnes 000s	Grade			Contained Metal
		Gold g/t	Silver g/t	Copper %	Gold koz	Silver koz	Copper Mlb
RAINY RIVER
Open Pit
Measured	457	1.50	1.83	—	22	27	—
Indicated	2,276	1.45	1.80	—	106	132	—
Measured & Indicated	2,734	1.46	1.81	—	128	159	—
Inferred	—	—	—	—	—	—	—
Underground
Measured	—	—	—	—	—	—	—
Indicated	9,043	2.44	7.08	—	709	2,060	—
Measured & Indicated	9,043	2.44	7.08	—	709	2,060	—
Inferred	1,388	2.76	2.58	—	123	115	—
Total Rainy River
Measured	457	1.50	1.83	—	22	27	—
Indicated	11,319	2.24	6.02	—	815	2,192	—
Measured & Indicated	11,776	2.21	5.86	—	837	2,218	—
Inferred	1,388	2.76	2.58	—	123	115	—
NEW AFTON
Total New Afton
Measured	37,399	0.64	2.29	0.80	768	2,759	663
Indicated	36,578	0.49	1.99	0.60	582	2,335	484
Measured & Indicated	73,976	0.57	2.14	0.70	1,350	5,093	1,147
Inferred	10,219	0.33	1.36	0.45	107	448	101
TOTAL NEW GOLD
Measured & Indicated					2,187	7,312	1,147
Inferred					230	563	101

Notes to the Mineral Reserve and Mineral Resource estimates are provided below.

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Notes to Mineral Reserve and Resource Estimates

1.New Gold's Mineral Reserves and Mineral Resources have been estimated in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014).

2.Mineral Reserves and Mineral Resources have been estimated based on the following metal price assumptions and foreign exchange rate criteria:


	Gold Price $/ounce	Silver Price $/ounce	Copper Price $/pound	Exchange Rate CAD:USD
Mineral Reserves	1,400	19.00	3.25	1.25
Mineral Resources	1,500	21.00	3.50	1.25

3. Cut-offs for Mineral Reserves and Mineral Resources are outlined in the table below:


Mineral Property		Mineral Reserves	Mineral Resources
Rainy River	Open Pit	0.30 g/t AuEq	0.3 g/t AuEq
	Underground	1.74 g/t AuEq	1.70 g/t AuEq
New Afton		24.00 $/t	0.40% CuEq

4. New Gold reports its Measured and Indicated Mineral Resources exclusive of Mineral Reserves. Resources are not Mineral Reserves and do not have demonstrated economic viability. Numbers may not add due to rounding.

5. Additional details regarding Mineral Reserve and Mineral Resource estimation, classification, reporting parameters, key assumptions and associated risks for each of New Gold’s material properties are provided in the respective NI 43-101 Standard of Disclosure for Mineral Projects (“NI 43-101”) Technical Reports. The most recent technical report on the Rainy River Mine that is filed on SEDAR+ at www.sedarplus.ca is titled “NI 43-101 Technical Report for the Rainy River Mine, Ontario, Canada” with an effective date of March 28, 2022. The most recent technical report on the New Afton Mine that is filed on SEDAR+ at www.sedarplus.ca is titled “Technical Report on the New Afton Mine, British Columbia, Canada” dated February 28, 2020. The Company’s Technical Reports are available on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).

6. The preparation of New Gold's Mineral Reserves and Mineral Resources has been completed under the review and oversight of the following New Gold employees, all of whom are "Qualified Persons" as defined by NI 43-101.

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Mineral Reserves			Mineral Resources
Rainy River
Open Pit			Mr. Vincent Nadeau-Benoit, P.Geo Senior Manager, Resource Geology, New Gold
Mr. Jason Chiasson, P.Eng Chief Open Pit Engineer, Rainy River Mine
Underground
Mr. Alexander Alousis, P.Eng Chief Underground Engineer, Rainy River Mine
New Afton
Mr. Joshua Parsons, P.Eng Principal Mine Engineer, New Afton Mine			Mr. Vincent Nadeau-Benoit, P.Geo Senior Manager, Resource Geology, New Gold Mr. Joshua Parsons, P.Eng Principal Mine Engineer, New Afton Mine

ENDNOTES

1.Total gold eq. ounces include silver and copper produced/sold converted to a gold equivalent. All copper is produced/sold by the New Afton Mine. Gold eq. ounces for Rainy River in Q4 2023 includes production of 127,138 ounces of silver (124,421 ounces of silver sold) converted to a gold eq. based on a ratio of $1,750 per gold ounce and $22.00 per silver ounce used for 2023 guidance estimates. Gold eq. ounces for New Afton in Q4 2023 includes 12.0 million pounds of copper produced (11.9 million pounds sold) and 30,651 ounces of silver produced (28,838 ounces of silver sold) converted to a gold eq. based on a ratio of $1,750 per gold ounce, $3.50 per copper pound and $22.00 per silver ounce used for 2023 guidance estimates.

2."Total cash costs", "all-in sustaining costs" (or "AISC"), "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", "G&A costs per tonne processed", "cash generated from operations before changes in non-cash operating working capital" and "free cash flow" are all non-GAAP financial performance measures that are used in this MD&A. These measures do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. For more information about these measures, why they are used by the Company, and a reconciliation to the most directly comparable measure under IFRS, see the “Non-GAAP Financial Performance Measures" section of this MD&A starting on page 32.

3.Production is shown on a total contained basis while sales are shown on a net payable basis, including final product inventory and smelter payable adjustments, where applicable.

4.A detailed discussion of production is included in the “Review of Operating Mines” section of this MD&A starting on page 21.

5.See “Sustaining Capital Expenditures Reconciliation Table” for a reconciliation of sustaining capital expenditures to mining interests per the consolidated statement of cash flows.

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6.Includes the sum of corporate administration costs and share-based payment expense per the income statement, net of any non-cash depreciation within those figures.

7.Sustaining capital expenditures are net of proceeds from disposal of assets.

8.Growth capital expenditures at New Afton in the current period and prior-year period relate to project advancement for the C-Zone. Growth capital expenditures at Rainy River in the current and prior period relate to underground development.

9.Please refer to Note 4 of the Company’s consolidated financial statements for a detailed breakdown of other gains and losses.

10. These are supplementary financial measures which are calculated as follows: "revenue per ounce/pound" is revenue divided by gold ounces or copper pounds sold, "operating expenses per gold eq. ounce" is operating expenses divided by gold equivalent ounces sold, "depreciation and depletion per gold eq. ounce" is depreciation and depletion divided by gold equivalent ounces sold, "operating expenses ($/oz gold, co-product)" and "operating expenses ($/lb copper, co-product)" is operating expenses apportioned to each metal produced on a percentage of activity basis, and subsequently divided by the total gold ounces, or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures.

11. Key performance indicator data for the three months and year ended December 31, 2023 is exclusive of ounces from ore purchase agreements for New Afton. The New Afton Mine purchases small amounts of ore from local operations, subject to certain grade and other criteria. These ounces represented approximately 3% of total gold ounces produced at New Afton during the quarter, and 7% for the year ended December 31, 2023, using New Afton’s excess mill capacity. All other ounces are mined and produced at New Afton.

CAUTIONARY NOTES

Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and Mineral Resources

Disclosure regarding Mineral Reserve and Mineral Resource estimates included in this MD&A was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the United States Securities and Exchange Commission (“SEC”) generally applicable to U.S. companies. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this MD&A will not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this MD&A, including any information relating to New Gold’s future financial or operating performance are “forward-looking”. All statements in this MD&A, other than

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statements of historical fact, which address events, results, outcomes or developments that New Gold expects to occur are “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “targeted”, “estimates”, “forecasts”, “intends”, “anticipates”, “projects”, “potential”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation of such terms. Forward-looking statements in this MD&A include, among others, those in the sections "Sustainability and ESG", "Outlook for 2024" and "Key Performance Drivers - Economic Outlook" as well as statements with respect to: the Company’s expectations and guidance with respect to production, operational estimates, capital investment estimates and exploration expense estimates on a mine-by-mine and consolidated basis, and the factors and timing contributing to those expectations; planned activities and timing for 2024 and future years at the Rainy River Mine and New Afton Mine, including planned development and exploration activities and related expenses; the current and future financial performance of the Company as it relates to the prevailing price of gold; the successful issuance of a TCFD report in the first half of 2024; the intention to use historical geochemistry and geophysics data to guide future exploration initiatives at Rainy River; the Company’s ability strategically leverage New Afton's mill and tailings facilities to further extend the New Afton mine life; the continuation of prevailing commodity prices and exchange rates, and the continuation of operations performing in accordance with mine plans; anticipated factors impacting the Company’s liquidity and the continued review thereof; the Company’s ability to implement its near-term operational plan and to repay future indebtedness; planned continued advancement of C-Zone development at New Afton and the significant capital expenditures expected to result therefrom; the Company’s expectations regarding its liquidity position and its ability to fund its business objectives; the anticipated timing with respect to the Company’s contractual commitments becoming due; the sufficiency of the Company’s financial performance measures in evaluating the underlying performance of the Company; expectations that foreign exchange forward contracts will continue into 2024; expectations regarding the management and mitigation of risk factors and the possible impacts on the Company; and the Company’s continued focus on the health, safety and well-being of its people.

All forward-looking statements in this MD&A are based on the opinions and estimates of management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond New Gold’s ability to control or predict. Certain material assumptions regarding such forward-looking statements are discussed in this MD&A, its most recent Annual Information Form and NI 43-101 Technical Reports on the Rainy River Mine and New Afton Mine filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition to, and subject to, such assumptions discussed in more detail elsewhere, the forward-looking statements in this MD&A are also subject to the following assumptions: (1) there being no significant disruptions affecting New Gold’s operations, including material disruptions to the Company's supply chain, workforce or otherwise; (2) political and legal developments in jurisdictions where New Gold operates, or may in the future operate, being consistent with New Gold’s current expectations; (3) the accuracy of New Gold’s current Mineral Reserve and Mineral Resource estimates and the grade of gold, silver and copper expected to be mined; (4) the exchange rate between the Canadian dollar and U.S. dollar, and to a lesser extent, the Mexican Peso, and commodity prices being approximately consistent with current levels and expectations for the purposes of 2024 guidance and otherwise; (5) prices for diesel, natural gas, fuel oil, electricity and other key supplies being approximately consistent with current levels; (6) equipment, labour and materials costs increasing on a basis consistent with New Gold’s current expectations; (7) arrangements with First

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Nations and other Indigenous groups in respect of the New Afton Mine and Rainy River Mine being consistent with New Gold’s current expectations; (8) all required permits, licenses and authorizations being obtained from the relevant governments and other relevant stakeholders within the expected timelines and the absence of material negative comments or obstacles during the applicable regulatory processes; and (9) the results of the life of mine plans for the Rainy River Mine and the New Afton Mine being realized.

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: price volatility in the spot and forward markets for metals and other commodities; discrepancies between actual and estimated production, between actual and estimated costs, between actual and estimated Mineral Reserves and Mineral Resources and between actual and estimated metallurgical recoveries; equipment malfunction, failure or unavailability; accidents; risks related to early production at the Rainy River Mine, including failure of equipment, machinery, the process circuit or other processes to perform as designed or intended; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction in which New Gold operates, including, but not limited to: uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements; changes in project parameters as plans continue to be refined; changing costs, timelines and development schedules as it relates to construction; the Company not being able to complete its construction projects at the Rainy River Mine or the New Afton Mine on the anticipated timeline or at all; volatility in the market price of the Company’s securities; changes in national and local government legislation in the countries in which New Gold does or may in the future carry on business; compliance with public company disclosure obligations; controls, regulations and political or economic developments in the countries in which New Gold does or may in the future carry on business; the Company’s dependence on the Rainy River Mine and New Afton Mine;

the Company not being able to complete its exploration drilling programs on the anticipated timeline or at all; inadequate water management and stewardship; tailings storage facilities and structure failures;

failing to complete stabilization projects according to plan; geotechnical instability and conditions; disruptions to the Company’s workforce at either the Rainy River Mine or the New Afton Mine, or both;

significant capital requirements and the availability and management of capital resources; additional funding requirements; diminishing quantities or grades of Mineral Reserves and Mineral Resources; actual results of current exploration or reclamation activities; uncertainties inherent to mining economic studies including the Technical Reports for the Rainy River Mine and New Afton Mine; impairment; unexpected delays and costs inherent to consulting and accommodating rights of First Nations and other Indigenous groups; climate change, environmental risks and hazards and the Company’s response thereto; ability to obtain and maintain sufficient insurance; actual results of current exploration or reclamation activities; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States and, to a lesser extent, Mexico; global economic and financial conditions and any global or local natural events that may impede the economy or New Gold’s ability to carry on business in the normal course; inflation; compliance with debt obligations and maintaining sufficient liquidity; the responses of the relevant governments to any disease, epidemic or pandemic outbreak not being sufficient to contain the impact of such outbreak; disruptions to the Company’s supply chain and workforce due to any disease, epidemic or pandemic outbreak; an economic

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recession or downturn as a result of any disease, epidemic or pandemic outbreak that materially adversely affects the Company’s operations or liquidity position; taxation; fluctuation in treatment and refining charges; transportation and processing of unrefined products; rising costs or availability of labour, supplies, fuel and equipment; adequate infrastructure; relationships with communities, governments and other stakeholders; labour disputes; effectiveness of supply chain due diligence; the uncertainties inherent in current and future legal challenges to which New Gold is or may become a party; defective title to mineral claims or property or contests over claims to mineral properties; competition; loss of, or inability to attract, key employees; use of derivative products and hedging transactions; reliance on third-party contractors; counterparty risk and the performance of third party service providers; investment risks and

uncertainty relating to the value of equity investments in public companies held by the Company from time to time; the adequacy of internal and disclosure controls; conflicts of interest; the lack of certainty with respect to foreign operations and legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the successful acquisitions and integration of business arrangements and realizing the intended benefits therefrom; and information systems security threats. In addition, there are risks and hazards associated with the business of mineral exploration, development, construction, operation and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance to cover these risks) as well as “Risk Factors” included in New Gold’s Annual Information Form and other disclosure documents filed on and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. All of the forward-looking statements contained in this MD&A are qualified by these cautionary statements. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.

Technical Information

The scientific and technical information relating to the Mineral Reserves and Mineral Resources contained herein has been reviewed and approved by the following New Gold employees, all of whom are "Qualified Persons" for the purposes of NI 43-101.


Mineral Reserves			Mineral Resources
Rainy River
Open Pit			Mr. Vincent Nadeau-Benoit, P.Geo Senior Manager, Resource Geology, New Gold
Mr. Jason Chiasson, P.Eng Chief Open Pit Engineer, Rainy River Mine
Underground
Mr. Alexander Alousis, P.Eng Chief Underground Engineer, Rainy River Mine
New Afton
Mr. Joshua Parsons, P.Eng Principal Mine Engineer, New Afton Mine			Mr. Vincent Nadeau-Benoit, P.Geo Senior Manager, Resource Geology, New Gold Mr. Joshua Parsons, P.Eng Principal Mine Engineer, New Afton Mine

All other scientific and technical information in this MD&A has been reviewed and approved by [Yohann Bouchard, Executive Vice President and Chief Operating Officer of New Gold. Mr. Bouchard is a Professional Engineer and a member of the Professional Engineers of Ontario. Mr. Bouchard] is a "Qualified Person" for the purposes of NI 43-101. To the Company’s knowledge, each of the aforementioned persons holds less than 1% of the outstanding securities of the Company.

The estimates of Mineral Reserves and Mineral Resources discussed in this MD&A may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing and other risks and relevant issues. New Gold’s current NI 43-101 Technical Reports, which are available on SEDAR+ at www.sedarplus.ca, contain further information regarding Mineral Reserve and Mineral Resource estimates, classification, reporting parameters, key assumptions and risks for each of New Gold's material mineral properties. Please refer to "Technical Report on the New Afton Mine, British Columbia, Canada" dated February 28, 2020 and "NI 43-101 Technical Report for the Rainy River Mine in Ontario, Canada" dated March 12, 2020.

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