RiskMetrics Group and Glass, Lewis and Co. Recommend that New Gold and Western Goldfields Shareholders Vote "FOR" the Business C
30 April 2009 - 10:25AM
PR Newswire (US)
VANCOUVER, April 29 /PRNewswire-FirstCall/ -- New Gold Inc. ("New
Gold") (TSX and NYSE AMEX - NGD) and Western Goldfields Inc.
("Western") (TSX - WGI and NYSE AMEX - WGW) announced today that
RiskMetrics Group (formerly Institutional Shareholder Services or
"ISS") and Glass, Lewis and Co. have each formally recommended that
their subscribers vote "FOR" the proposed business combination of
New Gold and Western ("Transaction"). RiskMetrics Group and Glass,
Lewis and Co. are leading providers of proxy research and voting
recommendations to institutional investors in Canada and the United
States. Under the terms of the Transaction, shareholders of Western
will receive one common share of New Gold and C$0.0001 in cash for
each common share of Western. Upon completion of the Transaction,
existing New Gold and Western shareholders will own approximately
58% and 42% of the combined company, respectively. Highlights of
the Transaction include: - Diversified gold production base from
three gold mines in mining- friendly jurisdictions with forecasted
gold production of approximately 335,000 ounces in 2009 - Organic
growth with cash on hand and cash flow from operations sufficient
to fund development of the New Afton copper-gold project in British
Columbia, Canada - Delivery on industry consolidation and
production growth in a rising gold price environment - Enhanced
market presence providing increased liquidity The Transaction is
subject to, among other conditions, regulatory approvals, court
approval and obtaining a minimum two-thirds approval of those
shares voted at the special meeting of the shareholders of Western
and majority approval at the special meeting of the shareholders of
New Gold. The special meeting of the shareholders of New Gold will
be held on May 13 at 9:00 a.m. (Pacific Time), at the Hotel Le
Soleil, Mezzanine, Les Etoiles Room, 567 Hornby Street, Vancouver,
British Columbia. The special meeting of the shareholders of
Western will be held on May 14 at 4:30 p.m. (Eastern Time) at the
TSX Broadcast & Conference Centre, Gallery Room, 130 King
Street West, Toronto, Ontario. Shareholders of both New Gold and
Western are encouraged to vote "FOR" the Transaction by completing,
signing, dating and returning their proxy prior to the proxy
deadline of 10:00 a.m. (Eastern Time) on May 11, 2009 for New Gold
shareholders and 4:30 p.m. (Eastern Time) on May 12, 2009 for
Western shareholders. New Gold shareholders requiring assistance in
voting their proxies can call Kingsdale Shareholder Services Inc.,
the proxy solicitation agent of New Gold, toll-free, at
1-866-851-2484. Western shareholders requiring assistance in voting
their proxies may call the proxy solicitation agents of Western,
Laurel Hill Advisory Group (Canada) toll-free at 1-888-726-9092 or
Innisfree M&A Incorporated (United States) toll-free at
1-877-717-3929. New Gold is an intermediate gold mining company
with operating assets in Mexico and Australia and two development
projects in Canada and Chile. For further information on New Gold,
please visit our website at http://www.newgold.com/. The New Gold
and Western Transaction presentation is available on the homepage
of both companies' websites. Western is a gold production and
exploration company with a focus on precious metal mining
opportunities in North America. The Mesquite Mine, currently the
Company's sole asset, was brought into production in January 2008.
For further information on Western, please visit our website at
http://www.westerngoldfields.com/. CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS Certain information contained in this
press release, including any information relating to the proposed
transaction and New Gold's or Western's future financial or
operating performance may be deemed "forward looking". All
statements in this press release, other than statements of
historical fact, that address events or developments that New Gold
or Western 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 words
"expects", "does not expect", "plans", "anticipates", "does not
anticipate", "believes", "intends", "estimates", "projects",
"potential", "scheduled", "forecast", "budget" and similar
expressions, or that events or conditions "will", "would", "may",
"could", "should" or "might" occur. All such forward-looking
statements are subject to important risk factors and uncertainties,
many of which are beyond New Gold or Western's ability to control
or predict. 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 New
Gold or Western's actual results, level of activity, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. Assumptions are based
on factors and events that are not within the control of New Gold
and Western and there is no assurance they will prove to be
correct. Such factors include, without limitation, that New Gold
and Western will be able to satisfy the conditions in the Business
Combination Agreement, that the due diligence investigations of
each party will not identify any materially adverse facts or
circumstances, that the required approvals (shareholder, third
party, regulatory and governmental) will be obtained; and all other
conditions to completion of the transaction will be satisfied or
waived. capital requirements ; fluctuations in the international
currency markets and exchange rates of the currencies of Canada,
the United States, Australia, Brazil, Mexico and Chile; price
volatility in the spot and forward markets for commodities; impact
of any hedging activities; discrepancies between actual and
estimated production, reserves and resources and metallurgical
recoveries; changes in national and local government legislation in
Canada, the United States, Australia, Brazil, Mexico and Chile or
any other country in which New Gold and Western currently or may in
the future carry on business; taxation; controls, regulations and
political or economic developments in the countries in which New
Gold and Western does or may carry on business; the speculative
nature of mineral exploration and development, including the risks
of obtaining necessary licenses and permits; diminishing quantities
or grades of reserves; competition; loss of key employees;
additional funding requirements; actual results of current
exploration or reclamation activities; changes in project
parameters as plans continue to be refined; accidents; labour
disputes; defective title to mineral claims or property or contests
over claims to mineral properties. In addition, there are risks and
hazards associated with the business of mineral exploration,
development and mining, including environmental 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 "Risks and Uncertainties" included in the Annual
Information Forms and MD&A for each of New Gold and Western
available at http://www.sedar.com/. 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
press release are qualified by these cautionary statements. New
Gold and Western expressly disclaim 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. DATASOURCE: New Gold
Inc. CONTACT: For New Gold, Melanie Hennessey, Vice President
Investor Relations, Direct: (604) 639-0022, Toll-free:
1-888-315-9715, Email: ; For Western Goldfields, Hannes Portmann,
Director, Corporate Development and Investor Relations, Direct:
(416) 324-6014, Email:
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