Proxy support for New Gold (NYSE: NGD) in stock deal with Coeur Mining
Rhea-AI Filing Summary
New Gold Inc. reports that proxy advisory firm Glass Lewis has recommended shareholders vote "FOR" its planned share-for-share arrangement in which a subsidiary of Coeur Mining will acquire all New Gold common shares. Under the agreed terms, New Gold investors would receive 0.4959 Coeur common shares for each New Gold share, leaving current Coeur and New Gold holders owning approximately 62% and 38% of the combined company after closing.
Glass Lewis highlighted the strategic rationale of combining two precious metals miners to create a larger business with higher production, market value, and cash flow, along with what New Gold considers a market premium of about 16% for its shareholders. Both Glass Lewis and ISS have now issued "FOR" recommendations ahead of the January 27, 2026 special meeting, and New Gold urges eligible shareholders of record as of December 17, 2025 to submit their votes before the January 23, 2026 deadline.
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Insights
Proxy support strengthens backing for New Gold’s stock-for-stock sale to Coeur.
The update centers on Glass Lewis recommending that New Gold shareholders vote in favor of the all-share acquisition by a subsidiary of Coeur Mining. The consideration is 0.4959 Coeur common shares per New Gold share, with the combined company expected to be owned 62% by existing Coeur holders and 38% by existing New Gold holders.
Glass Lewis cites a larger combined precious metals producer with higher production, market capitalization, EBITDA and cash flow, plus an estimated 16% market premium for New Gold shareholders. The firm also notes potential benefits such as broader organic growth options, improved trading liquidity, and possible inclusion in major U.S. indexes, while acknowledging typical integration and market risks.
Both Glass Lewis and ISS now recommend "FOR" votes, which may influence institutional investors ahead of the January 27, 2026 shareholder meetings for New Gold and Coeur. Whether the transaction proceeds still depends on shareholder approvals and other closing conditions described in the management circular.
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 19, 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 19, 2026 | Sean Keating | ||
| Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
Glass Lewis Recommends New Gold Shareholders Vote "FOR" the Plan of Arrangement with Coeur Mining
Coeur Mining Shareholders Also Separately Receive "FOR" Recommendations on All Proposals
TORONTO, Jan. 19, 2026 /CNW/ - New Gold Inc. ("New Gold" or the "Company") (TSX: NGD) (NYSE: NGD) is pleased to announce that leading independent proxy advisory firm Glass, Lewis & Co. LLC ("Glass Lewis") has recommended that New Gold shareholders vote "FOR" the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which 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"), to be approved at the upcoming Special Meeting of New Gold shareholders to be held on Tuesday, January 27, 2026 at 11:00 a.m. (Eastern Time) (the "Meeting"). This comes after the news release on January 13, 2026, where the Company announced that another leading independent proxy advisory firm, Institutional Shareholder Services Inc., issued a "FOR" vote recommendation on the Transaction.
Under the terms of the Transaction, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share held. Immediately following completion of the Transaction, existing shareholders of Coeur and New Gold will own approximately 62% and 38% of the combined company, respectively.
In its assessment of the Transaction, Glass Lewis stated: "Strategically, the transaction is based on sound rationale. The transaction combines two precious metals mining companies to create a larger entity with increased production, market capitalization, and significant combined EBITDA and cash flow. The parties expect the strong cash flow profile will allow the combined company to reinvest in a wide range of organic growth opportunities, while the enhanced scale is expected to provide investors with significantly enhanced daily trading liquidity and the potential for inclusion in key major U.S. indexes. For New Gold shareholders, the transaction provides what the Company considers a significant market premium of approximately 16%, and exposure to Coeur's portfolio of mines with substantial equity participation in the combined company."
Glass Lewis has also recommended that Coeur Mining shareholders vote "FOR" both Coeur proposals related to the Transaction in connection with their separate stockholder meeting on January 27, 2026.
New Gold Shareholders are Reminded to Vote in Advance of the Deadline on Friday, January 23, 2026 at 11:00 a.m. (Eastern Time).
Meeting and Voting Details
As previously announced, the Meeting will be held on January 27, 2026 at 11:00 a.m. (Eastern Time) to seek approval of the Transaction, the details of which are set forth in the management information circular (the "Circular") and related Meeting materials filed on December 22, 2025. The Meeting will be held in person at the offices of Davies Ward Phillips & Vineberg LLP at 155 Wellington Street West, Suite 4000, Toronto, Ontario M5V 3J7 and virtually via live webcast at https://meetings.lumiconnect.com/400-332-821-927, password "newgold2026" (case sensitive) at 11:00 a.m. (Eastern Time) on January 27, 2026.
New Gold shareholders eligible to vote at the Meeting will have received a copy of the Circular, accompanied by a form of proxy or voting instruction form. The Circular and related Meeting materials can also be accessed online at www.VoteNewGold.com and under New Gold's issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. If you were a shareholder of record on December 17, 2025, you are eligible to vote today.
Act now to ensure your vote is counted. Shareholders are encouraged to submit their votes well in advance of the voting deadline at 11:00 a.m. (Eastern Time) on Friday, January 23, 2026.
Shareholder Questions and Assistance with Voting
If you have any questions or require more information on how to vote, please contact New Gold's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors:
| • | Call: 1-866-581-1477 (toll-free in North America) |
| • | Call: 1-437-561-5022 (text and call enabled outside of North America) |
| • | Email: contactus@kingsdaleadvisors.com |
To obtain current information about voting your New Gold shares and the Transaction, please visit www.VoteNewGold.com.
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.
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, including the anticipated dates for the holding of the Meeting; the solicitation of proxies by New Gold and Kingsdale
Advisors; 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 possibility that New Gold shareholders may not approve the Transaction; the possibility that Coeur may not obtain required stockholder approvals; 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.
For further information: 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
SOURCE New Gold Inc.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2026/19/c1280.html
%CIK: 0000800166
CO: New Gold Inc.
CNW 18:16e 19-JAN-26
FAQ
What transaction is New Gold (NGD) asking shareholders to approve?
New Gold is seeking shareholder approval for a plan of arrangement under which a wholly owned subsidiary of Coeur Mining will acquire all issued and outstanding New Gold common shares in an all-share transaction.
What will New Gold (NGD) shareholders receive in the Coeur Mining deal?
For each New Gold common share, shareholders are expected to receive 0.4959 shares of Coeur Mining common stock, giving them an equity stake in the combined company.
How will ownership be split after the New Gold and Coeur Mining combination?
Immediately after completion of the transaction, existing Coeur Mining shareholders are expected to own approximately 62% of the combined company, while existing New Gold shareholders are expected to own about 38%.
What did Glass Lewis recommend regarding the New Gold (NGD) transaction?
Glass Lewis recommended that New Gold shareholders vote "FOR" the plan of arrangement with Coeur, citing strategic rationale, increased scale, stronger cash flow, and what New Gold considers a market premium of about 16% for its shareholders.
Have other proxy advisors weighed in on the New Gold–Coeur Mining deal?
Yes. New Gold previously announced that proxy advisor Institutional Shareholder Services (ISS) also issued a "FOR" recommendation on the transaction.
When is the New Gold (NGD) shareholder meeting and voting deadline?
The special meeting to consider the transaction is scheduled for January 27, 2026 at 11:00 a.m. Eastern Time. Shareholders are reminded to vote in advance of the January 23, 2026 at 11:00 a.m. Eastern Time deadline.
Who is eligible to vote on the New Gold–Coeur Mining transaction?
Shareholders of New Gold who were recorded as shareholders on December 17, 2025 are eligible to vote on the plan of arrangement at the special meeting.
