New Gold (NGD) shareholders approve Coeur Mining acquisition with 99% support

Rhea-AI Filing Summary

New Gold Inc. shareholders overwhelmingly approved a statutory plan of arrangement under the Business Corporations Act (British Columbia), allowing 1561611 B.C. Ltd., a wholly owned subsidiary of Coeur Mining, Inc., to acquire all issued and outstanding New Gold common shares.

The special arrangement resolution required at least two-thirds approval of all votes cast and a separate simple majority of disinterested shareholders under MI 61-101. It received 476,065,996 votes for and 3,727,348 votes against, or 99.22% for and 0.78% against, on both overall and minority bases.

Positive

• Arrangement overwhelmingly approved: The special resolution to approve the statutory plan of arrangement enabling Coeur’s wholly owned subsidiary to acquire all New Gold common shares passed with 99.22% of votes cast, comfortably exceeding both the two‑thirds overall and MI 61‑101 minority approval requirements.

Negative

• None.

Insights

M&A and corporate governance analyst

Shareholders strongly backed New Gold’s full sale to a Coeur subsidiary.

New Gold’s shareholders approved a statutory plan of arrangement under British Columbia law, clearing a key corporate step for Coeur Mining’s wholly owned subsidiary to acquire all New Gold common shares. This transforms New Gold from an independent public company into an acquisition target entering change-of-control.

The resolution needed both a two-thirds overall vote and a simple majority of disinterested shareholders under MI 61-101 minority protection rules. Support reached 99.22% of votes cast, indicating broad alignment among shareholders and satisfying enhanced approval thresholds designed to protect minority holders.

Next steps will depend on remaining conditions in the arrangement agreement dated November 2, 2025, including any required court or regulatory approvals. The very high approval rate reduces deal-related governance uncertainty, with future disclosures expected to detail closing timing and any post-transaction structure.

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 January 2026.

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 x

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit		Description
99.1		Report on Voting Results

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: January 27, 2026		Sean Keating
		Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

January 27, 2026

REPORT OF VOTING RESULTS OF NEW GOLD INC.

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matter submitted to the special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of New Gold Inc. (the “Company”) held on January 27, 2026, which is described in the management information circular of the Company dated December 19, 2025 (the “Circular”).

The matter voted upon at the Meeting and the results of the voting were as follows:

Approval of the Arrangement Resolution

The special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) was passed, pursuant to which 1561611 B.C. Ltd. (the “Purchaser”), a wholly-owned subsidiary of Coeur Mining, Inc. (“Coeur”), will acquire all of the issued and outstanding common shares of the Company in accordance with the terms of the arrangement agreement dated November 2, 2025 between the Company, Coeur and the Purchaser. The full text of the Arrangement Resolution is set forth in Appendix A to the Circular. The Arrangement Resolution required approval of (i) at least two-thirds of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, excluding the votes of certain related parties as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

The results of the proxies and ballots received on this matter were as follows:

		Votes For				%				Votes Against				%
All Shareholders			476,065,996				99.22				3,727,348				0.78
All Shareholders except those required to be excluded under MI 61-101			475,775,946				99.22				3,727,348				0.78

New Gold Inc.

(signed) Sean Keating

Sean Keating

Vice President, General Counsel and Corporate Secretary

FAQ

What did New Gold Inc. (NGD) shareholders approve at the January 27, 2026 meeting?

Shareholders approved a special arrangement resolution allowing a Coeur Mining, Inc. wholly owned subsidiary, 1561611 B.C. Ltd., to acquire all issued and outstanding New Gold common shares under a statutory plan of arrangement governed by the Business Corporations Act (British Columbia).

How strong was shareholder support for New Gold Inc.’s arrangement resolution?

Support was very strong. All shareholders cast 476,065,996 votes for and 3,727,348 against, meaning 99.22% of votes supported the arrangement resolution and 0.78% opposed it, comfortably exceeding the required thresholds for approval.

What minority approval conditions applied to New Gold Inc.’s arrangement under MI 61-101?

The arrangement resolution needed a simple majority of votes cast by shareholders excluding certain related parties under MI 61-101. On this minority basis, 475,775,946 votes were for and 3,727,348 against, again reflecting 99.22% support and 0.78% opposition.

Who is acquiring New Gold Inc. under the approved statutory plan of arrangement?

The acquirer is 1561611 B.C. Ltd., a wholly owned subsidiary of Coeur Mining, Inc. It will acquire all issued and outstanding common shares of New Gold in accordance with an arrangement agreement dated November 2, 2025 between New Gold, Coeur, and the purchaser.

What legal framework governs New Gold Inc.’s approved arrangement transaction?

The transaction is structured as a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). It is also subject to minority approval requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

When was the New Gold Inc. special shareholders’ meeting held to vote on the arrangement?

The special meeting of New Gold Inc. shareholders was held on January 27, 2026. At this meeting, shareholders voted on the arrangement resolution described in the management information circular dated December 19, 2025 and approved the transaction with strong support.