New Gold Provides an Update Regarding Western Goldfields Share Exchange
04 June 2009 - 6:35AM
PR Newswire (US)
VANCOUVER, June 3 /PRNewswire-FirstCall/ -- New Gold Inc. (TSX and
NYSE Amex: NGD) ("New Gold") provides an update on the Western
Goldfields Inc. (TSX: WGI and NYSE Amex: WGW) ("Western
Goldfields") common share exchange for New Gold common shares,
following the announcement of the completion of the business
combination (the "Transaction") on June 1, 2009. The Transaction
was completed by way of a plan of arrangement (the "Plan of
Arrangement"), which was approved by the New Gold and Western
Goldfields shareholders on May 13 and 14, 2009, respectively and
which received final court approval on May 27, 2009. Pursuant to
the Plan of Arrangement, New Gold acquired all of the issued and
outstanding common shares of Western Goldfields in consideration
for the issuance by New Gold of one common share of New Gold and
Cdn$0.0001 for each Western Goldfields common share outstanding.
Western Goldfields intends to terminate the registration of its
common shares, no par value (the "Shares") under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Pursuant to Rule 12h-6 under the Exchange Act, the
Securities and Exchange Commission (the "SEC") permits a foreign
private issuer to terminate the registration of a class of
securities under Section 12(g) of the Exchange Act if it meets
certain requirements. Western Goldfields will file a Form 15F with
the SEC to terminate the registration of the Shares. Upon filing
Form 15F the Company's reporting obligations will be immediately
suspended and the de-registration will be effective 90 days after
the filing. The common shares of Western Goldfields will also be
de-listed from the Toronto Stock Exchange effective at the close of
markets on Thursday June 4, 2009 and New Gold's transfer agent,
Computershare Trust Company of Canada ("Computershare"), will begin
to issue New Gold shares in exchange for all Western Goldfields
shares in connection with the Plan of Arrangement immediately
subsequent to this date. Western Goldfields shareholders should
send in their completed and executed letters of transmittal and
Western Goldfields share certificates to Computershare as soon as
possible in order to receive their New Gold shares and the
consideration to which they are entitled pursuant to the
arrangement. A copy of the letter of transmittal is attached to
this release and is also available on SEDAR at
http://www.sedar.com/ under the Western Goldfields profile, posted
April 16, 2009 under the title "Other". Letter of Transmittal:
http://files.newswire.ca/764/LetterTRANSMITTAL.pdf About New Gold
New Gold is an intermediate gold mining company, headquartered in
Vancouver, British Columbia, Canada with three operating assets;
the Mesquite Mine in the United States, Cerro San Pedro Mine in
Mexico and the Peak Gold Mines in Australia. The newly combined
company is expected to produce between 330,000 and 360,000 ounces
of gold in 2009, growing to over 400,000 ounces in 2012 and have
significant reserves and resources with a strong portfolio of
mining, development and exploration assets in mining friendly
jurisdictions. For further information on New Gold, please visit
http://www.newgold.com/. CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS Certain information contained in this press release,
including any information relating to the transaction and New Gold
or Western Goldfields 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 Goldfields 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 Goldfields' 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
Goldfields' actual results, level of activity, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of New Gold and Western Goldfields and there is no
assurance they will prove to be correct. Such factors include,
without limitation: capital requirements; fluctuations in the
international currency markets and in the rates of exchange 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, including margin
limits and margin calls; discrepancies between actual and estimated
production, between actual and estimated reserves and resources and
between actual and estimated 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 Goldfields 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 Goldfields 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 "Risk Factors" and "Risks and Uncertainties" included in
the Annual Information Form/10-K and MD&A and other filings for
each of New Gold and Western Goldfields 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 Goldfields 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: Melanie Hennessey, Vice President Investor Relations,
Direct: (604) 639-0022, Toll-free: (888) 315-9715, Email:
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