New Gold (NYSE: NGD) gains final court nod for all-share acquisition by Coeur Mining

Rhea-AI Filing Summary

New Gold Inc. reports that the Supreme Court of British Columbia has granted final court approval for its previously announced plan of arrangement with Coeur Mining, Inc.. Under this transaction, a wholly owned Coeur subsidiary will acquire all issued and outstanding New Gold common shares.

The deal still requires approval under the Investment Canada Act and the satisfaction of other customary closing conditions for transactions of this nature. Closing is currently anticipated in the first half of 2026, after which New Gold will become part of Coeur’s operations.

Positive

• Transformative change of control: Court approval for a plan of arrangement under which a Coeur Mining subsidiary will acquire all issued and outstanding New Gold common shares, representing a full sale of the company.
• Regulatory process advancing: The Supreme Court of British Columbia has issued its final order, moving the transaction closer to completion, with closing currently anticipated in the first half of 2026.

Negative

• Deal completion risks remain: Closing is still subject to approval under the Investment Canada Act and other customary conditions, so there is a possibility of delay or non-completion.
• Potential transaction-related disruption: The company highlights risks such as business or employee relationship changes, management distraction, integration challenges and possible litigation relating to the proposed transaction.

Insights

M&A and corporate actions analyst

New Gold gains final court approval for its sale to Coeur, pending remaining regulatory and closing conditions.

New Gold has secured a final court order from the Supreme Court of British Columbia approving its plan of arrangement with Coeur Mining. A wholly owned Coeur subsidiary is expected to acquire all of New Gold’s outstanding common shares, representing a full change of control.

The transaction still depends on approval under the Investment Canada Act and other customary conditions for deals of this type. Until those are satisfied, New Gold continues to operate independently, and completion remains contingent on regulatory and procedural steps described in the management information circular dated December 19, 2025.

The companies currently anticipate closing in the first half of 2026. Subsequent disclosures from New Gold and Coeur, including any updates on regulatory approvals and closing timing, will clarify when the arrangement is completed and New Gold becomes fully integrated into Coeur’s corporate 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 ☒

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit		Description
99.1		News Release dated January 30, 2026

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 30, 2026		Sean Keating
		Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

New Gold Obtains Final Court Approval for Plan of Arrangement with Coeur Mining

TORONTO, Jan. 30, 2026 /CNW/ - New Gold Inc. ("New Gold" or the "Company") (TSX: NGD) (NYSE: NGD) is pleased to announce that the Supreme Court of British Columbia has issued a final order approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia), whereby a wholly-owned subsidiary of Coeur Mining, Inc. ("Coeur") (NYSE: CDE) will acquire all of the issued and outstanding common shares of New Gold (the "Transaction").

The Transaction remains subject to approval under the Investment Canada Act and the satisfaction of certain other customary closing conditions for transactions of this nature. It is currently anticipated that the Transaction will close in the first half of 2026.

For further information regarding the Transaction, please refer to New Gold's management information circular dated December 19, 2025 (the "Circular"), which is available under New Gold's issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

About New Gold
New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the New Afton copper-gold mine and the Rainy River gold mine. New Gold's vision is to be the most valued intermediate gold and copper producer through profitable and responsible mining for our shareholders and stakeholders. For further information on the Company, visit www.newgold.com. 

For further information, please contact:
Ankit Shah
Executive Vice President and Chief Strategy Officer
Direct: +1 (416) 324-6027
Email: ankit.shah@newgold.com Brandon Throop
Director, Investor Relations
Direct: +1 (647) 264-5027
Email: brandon.throop@newgold.com

Forward-Looking Statements and Cautionary Statements
Certain statements in this press release concerning the proposed Transaction, including any statements regarding the expected timetable, the results, effects, benefits and synergies of the Transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding New Gold's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding New Gold's plans and expectations with respect to the proposed Transaction; the timing of various steps to be completed in connection with the Transaction; and other statements that are not historical facts. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the United States Securities Act of 1933, Section 21E of the United States Securities Exchange Act of 1934, the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that any other condition to closing of the Transaction may not be satisfied; the risk that the closing of the Transaction might be delayed or not occur at all; the risk that the Transaction could be terminated by the parties in certain circumstances, including those in which New Gold would be required to pay a termination fee to Coeur; potential adverse reactions or changes to business or employee relationships of New Gold, including those resulting from the announcement or completion of the Transaction; the diversion of management time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of New Gold and Coeur; the effects of the business combination of New Gold and Coeur, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that New Gold or Coeur may not receive the required stock exchange and regulatory approvals for the Transaction; the expected listing of shares on the New York Stock Exchange; the listing of Coeur common stock on the Toronto Stock Exchange; the risk of any litigation relating to the proposed Transaction; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices; life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transaction. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company's operations, gold and silver market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters, and are subject to risks, uncertainties and assumptions that may prove incorrect.

Additional factors that could cause actual results to differ materially from those described above can be found in the Circular under the heading "Risk Factors", including those incorporated by reference therein, New Gold's annual information form for the year ended December 31, 2024, which is on file with the SEC and on SEDAR+ and available from New Gold's website at www.newgold.com under the "Investors" tab and in other documents New Gold files with the SEC or on SEDAR+.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. New Gold does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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SOURCE New Gold Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2026/30/c9077.html

%CIK: 0000800166

CO: New Gold Inc.

CNW 17:00e 30-JAN-26

FAQ

What did New Gold Inc. (NGD) announce in its latest 6-K filing?

New Gold announced it obtained final court approval from the Supreme Court of British Columbia for its plan of arrangement with Coeur Mining. A Coeur subsidiary is expected to acquire all outstanding New Gold common shares, subject to remaining regulatory and customary closing conditions.

What is the transaction between New Gold (NGD) and Coeur Mining?

The transaction is a court-approved plan of arrangement under which a wholly owned subsidiary of Coeur Mining will acquire all issued and outstanding New Gold common shares. This will result in New Gold becoming part of Coeur once all remaining conditions are satisfied and the deal closes.

What approvals are still required for the New Gold–Coeur Mining deal?

The deal still requires approval under the Investment Canada Act and satisfaction of other customary closing conditions. These include various regulatory and procedural steps typical for transactions of this nature before New Gold can formally be acquired by Coeur Mining.

When is the New Gold (NGD) transaction with Coeur Mining expected to close?

The companies currently anticipate closing the transaction in the first half of 2026. This timing depends on obtaining approval under the Investment Canada Act and fulfilling other customary conditions before New Gold’s common shares are acquired by the Coeur subsidiary.

Where can investors find more details on the New Gold–Coeur transaction?

Detailed information is provided in New Gold’s management information circular dated December 19, 2025. The circular is available on SEDAR+ under New Gold’s profile and on EDGAR, offering extensive disclosure about terms, risks and the plan of arrangement structure.

What risks does New Gold highlight regarding the Coeur Mining transaction?

New Gold cites risks that conditions to closing may not be satisfied, the transaction could be delayed or terminated, and potential adverse reactions in business or employee relationships. It also notes integration challenges, regulatory approvals, commodity price effects and potential litigation relating to the transaction.