New Gold Announces Tender Offer for its 7.50% Senior Notes due 2027

Rhea-AI Summary

New Gold Inc. (TSX: NGD) (NYSE American: NGD) has launched a cash tender offer to purchase all outstanding 7.50% Senior Notes due 2027. The tender offer will expire on March 13, 2025 at 5:00 p.m., New York City time, with settlement expected on March 18, 2025.

The company plans to fund this tender offer through a new notes offering. Additionally, New Gold intends to redeem any remaining unpurchased notes around July 15, 2025 at 100.00% of the principal amount plus accrued interest, though this redemption is not guaranteed.

The tender offer is contingent on certain conditions, including the completion of a contemporaneous notes offering on terms satisfactory to New Gold. BofA Securities and BMO Capital Markets are serving as Dealer Managers for the tender offer.

Positive

• Debt refinancing initiative shows proactive financial management
• Company maintaining financial flexibility through new notes offering

Negative

• New notes offering may lead to additional debt burden
• Redemption of remaining notes will require additional cash outflow

Insights

Financial Analyst

New Gold's tender offer for its 7.50% Senior Notes due 2027 represents a strategic debt refinancing initiative that deserves investor attention. The company is effectively replacing existing debt with new securities through a contemporaneous notes offering, using those proceeds to fund both the tender offer and potential redemption of any remaining notes.

This debt management maneuver could potentially optimize New Gold's capital structure depending on the terms secured for the new notes. If the company obtains more favorable interest rates or extended maturities, this could translate to reduced interest expenses and improved cash flow in future periods.

The tender offer's structure gives bondholders the opportunity to sell their notes back to the company before the specified expiration date (March 13, 2025), with settlement expected by March 18, 2025. For notes not tendered, New Gold has indicated plans to redeem them around July 15, 2025 at 100.00% of principal plus accrued interest.

From a financial perspective, this transaction appears to be routine capital management rather than a response to immediate financial pressure. The overall impact on New Gold's financial health will hinge entirely on the pricing and terms of the new notes offering, which remain undisclosed in this announcement.

(All amounts are in U.S. dollars unless otherwise indicated)

TORONTO, March 4, 2025 /PRNewswire/ - New Gold Inc. ("New Gold" or the "Company") (TSX: NGD) (NYSE American: NGD) announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding senior notes (the "Notes") listed in the following table upon the terms and conditions described in New Gold's Offer to Purchase, dated March 4, 2025 (the "Offer to Purchase").

Title of Security	CUSIP Numbers	Principal Amount Outstanding	Purchase Price per $1,000 of Notes (1)
7.50% Senior Notes due 2027	644535 AH9 (Rule 144A) / C62944 AD2 (Regulation S)	$400,000,000	$1,008.00

(1) Holders whose Notes are purchased will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the settlement date.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by emailing NGD@dfking.com or by calling (800) 207-2872 or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/NGD.

The Tender Offer will expire at 5:00 p.m., New York City time, on March 13, 2025 unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes.

Settlement for Notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be March 18, 2025 assuming that the Tender Offer is not extended or earlier terminated. The settlement date for any Notes tendered pursuant to a Notice of Guaranteed Delivery is expected to also be on March 18, 2025, subject to the same assumption.

Additionally, New Gold intends, but is not obligated, to redeem any Notes that are not tendered in the Tender Offer on or about July 15, 2025, at the then-applicable redemption price of 100.00% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date (the "Redemption"). However, there can be no assurance that any Notes will be redeemed.

The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering (the "Notes Offering") by New Gold on terms and conditions (including, but not limited to, the amount of proceeds raised in such Notes Offering) satisfactory to New Gold. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. New Gold intends to use the net proceeds of the Notes Offering to fund the Tender Offer and Redemption and to pay related fees and expenses.

New Gold has retained BofA Securities and BMO Capital Markets to serve as Dealer Managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Securities at +1 (980) 387-9534 (collect), +1 (888) 292-0070 (toll-free) or debt_advisory@bofa.com or BMO Capital Markets at +1 (212) 702-1840 (collect), +1 (833) 418-0762 (toll-free) or LiabilityManagement@bmo.com.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous Notes Offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About New Gold
New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the Rainy River gold mine and the New Afton copper-gold mine. 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

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than of historical fact, that address activities, events or developments that New Gold believes, expects or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the timing and outcome of the Tender Offer and the Redemption, completion and timing of the Notes Offering and the use of proceeds therefrom. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made, and New Gold does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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SOURCE New Gold Inc.

FAQ

When does New Gold's (NGD) tender offer for 7.50% Senior Notes expire?

The tender offer expires on March 13, 2025 at 5:00 p.m., New York City time, unless extended or terminated earlier.

What is the settlement date for New Gold's (NGD) 2027 Notes tender offer?

The settlement date is expected to be March 18, 2025 for both directly tendered notes and those submitted via Notice of Guaranteed Delivery.

When does New Gold (NGD) plan to redeem any remaining 2027 Notes?

New Gold intends to redeem any remaining notes around July 15, 2025 at 100.00% of principal amount plus accrued interest.

How will New Gold (NGD) fund the tender offer for its 2027 Notes?

New Gold plans to fund the tender offer through the net proceeds of a new contemporaneous notes offering.