New Gold’s Board of Directors Unanimously Recommends that Shareholders Vote “FOR” the Transaction
New Gold Inc. (“New Gold” or the “Company”) (TSX: NGD) (NYSE American: NGD) is pleased to announce that leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”) 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”).
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 their assessment of the Transaction, ISS stated:
“Vote FOR this resolution. The arrangement appears strategically sound, as the combined company is expected to benefit from operational synergies, a stronger balance sheet, and improved liquidity. Furthermore, the implied per-share consideration has increased since the unaffected date, and there is no evidence to suggest the valuation lacks credibility.”
ISS has also recommended that Coeur Mining shareholders vote “FOR” both Coeur proposals related to the previously announced plan of arrangement.
New Gold’s Board of Directors unanimously recommends that New Gold shareholders vote their common shares “FOR” the Transaction.
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.
