Ontario Teachers’ invests US $300M in New Gold’s New Afton Mine

Ontario Teachers’ Pension Plan has agreed to acquire a 46.0% free cash flow interest with a four-year term in New Gold Inc. (TSX and NYSE American: NGD)’s New Afton mine for US $300 million payable at closing.

Immediately after four years, Ontario Teachers’ has an option, exercisable during a 60-day period, to convert the interest into a 46.0% partnership interest in New Afton with New Gold holding the remaining 54.0% partnership interest in a limited partnership New Gold and Ontario Teachers’ will form at the time of conversion. If Ontario Teachers’ were not to exercise the option, Ontario Teachers’ will continue to hold a free cash flow interest in New Afton, but at a reduced rate of 42.5%.

New Gold will hold an overriding buyback option to re-purchase and cancel the interest during the option exercise period and a right of first offer for the life of the agreements.

New Gold retains full operating control over New Afton during development of the C-Zone as the mine transitions to expand its operating mine life. New Gold will retain 100% of the exploration claims outside of the New Afton mining permit area and has granted Ontario Teachers’ an option to acquire its proportionate share of these claims upon conversion into the joint venture interest.

The transaction is subject to approval under New Gold’s credit facility and is expected to close on or about March 31, 2020.

Scotia Capital is acting as financial advisor to New Gold. Cassels Brock & Blackwell LLP and Lawson Lundell LLP are acting as legal counsel to New Gold. BMO Capital Markets is acting as financial advisor to Ontario Teachers’. Stikeman Elliott LLP is acting as legal counsel to Ontario Teachers’.

New Gold is a Canadian-focused intermediate gold mining company. The Company has a portfolio of two core producing assets in top-rated jurisdictions, the Rainy River and New Afton Mines in Canada. The Company also operates the Cerro San Pedro Mine in Mexico (which transitioned to residual leaching in 2016). In addition, New Gold owns 100 per cent of the Blackwater project located in Canada.

Located west of Kamloops, British Columbia, New Afton Mines produced 69 thousand ounces Gold and 79 million pounds Copper in 2019.

photo credit: New Gold

News Release

New Gold Announces $300 Million Partnership With Ontario Teachers’ Pension Plan at the New Afton Mine Adding Significant Financial Flexibility

(All dollar figures are in US dollars unless otherwise indicated)
February 25, 2020 06:30 AM Eastern Standard Time

TORONTO–(BUSINESS WIRE)–New Gold Inc. (“New Gold” or the “Company”) (TSX and NYSE American: NGD) is pleased to announce that it has entered into a strategic partnership with Ontario Teachers’ Pension Plan (“Ontario Teachers’”). Under the terms of the strategic partnership, Ontario Teachers’ has agreed to acquire a 46.0% free cash flow interest in the New Afton mine (“New Afton”) with an option to convert the interest into a 46.0% joint venture interest in four years, or have their interest remain as a free cash flow interest at a reduced rate of 42.5%, for upfront cash proceeds of $300 million payable upon closing of the transaction (the “Transaction”). The proceeds from the Transaction will be used to improve New Gold’s financial flexibility and to reduce net indebtedness.

Key Transaction Highlights

Provides New Gold with immediate cash proceeds of $300 million at an attractive cost of capital, materially reducing New Gold’s net indebtedness and increasing financial flexibility.
New Gold retains full operating control over New Afton during development of the C-Zone as the mine transitions to expand its operating mine life.
Ontario Teachers’ is a world-class financial sponsor whose support of New Afton serves to increase New Gold’s visibility and its vision of creating value for all stakeholders.
Overriding buyback option provides New Gold with the flexibility to potentially re-acquire 100% of New Afton in the future.
New Gold will retain 100% of the exploration claims outside of the New Afton mining permit area and has granted Ontario Teachers’ an option to acquire its proportionate share of these claims upon conversion into the joint venture interest.

Summary Transaction Terms

Ontario Teachers’ will initially acquire a 46.0% free cash flow interest in the New Afton mining claim area with a four-year term (“Interim Interest”) for $300 million in upfront proceeds and New Gold will retain 100% ownership of New Afton.
After four years, Ontario Teachers’ has an option (“JV Interest Option”) to convert the Interim Interest into a 46.0% partnership interest in New Afton (“JV Interest”) with New Gold holding the remaining 54.0% partnership interest in a limited partnership New Gold and Ontario Teachers’ will form at the time of conversion.
If Ontario Teachers’ does not exercise the JV Interest Option, Ontario Teachers’ will continue to hold a free cash flow interest in New Afton, but at a reduced rate of 42.5% (“Reduced Interest”).
New Gold will hold (i) an overriding buyback option to re-purchase and cancel the Interim Interest (the “Buyback Option”) during the JV Interest Option exercise period and (ii) a right of first offer for the life of the agreements.

“We are pleased to be partnering with Ontario Teachers’, one of the world’s preeminent and most well-respected investors, in this transformational transaction that provides us with up front cash allowing us to restructure our balance sheet and lower our level of net indebtedness via a true shared risk and upside partnership focused on free cash flow. This transaction provides New Gold with an attractive cost of capital, further strengthens our financial position, allows us to benefit from the full exploration potential elsewhere on the New Afton land package and provides the opportunity to re-acquire 100% of New Afton,” said Renaud Adams, President and Chief Executive Officer of New Gold. “Ontario Teachers’ is known to conduct in-depth due diligence and partner with high quality management teams that share its values of integrity and operational excellence. We look forward to our partnership with Ontario Teachers’ as we continue our mission to turn New Gold into Canada’s leading intermediate diversified gold producer.”

“We are delighted to partner with New Gold, a leading Canadian mining company, in this distinctive transaction. We gain access to a free cash flow interest from a top quality asset in a stable and well-established mining area, with the ability to convert to a JV interest in four years. Ontario Teachers’ Natural Resources group has a global mandate to pursue investments that provide attractive returns and inflation protection through exposure to a basket of key commodities,” said Dale Burgess, Senior Managing Director, Infrastructure & Natural Resources of Ontario Teachers’.

Additional Transaction Details

Under the terms of the agreement, Ontario Teachers’ will acquire the Interim Interest, effective from the closing date of the Transaction with a term of 4 years for upfront cash proceeds of $300 million payable upon closing. After four years, Ontario Teachers’ will have the option to convert the Interim Interest into a 46.0% JV Interest in New Afton, such option to be exercisable during a 60-day period immediately after the fourth anniversary of the effective date of the Transaction. Should Ontario Teachers’ elect to exercise such JV Interest Option, Ontario Teachers and New Gold will form a limited partnership and Ontario Teachers’ will contribute the free cash flow interest in exchange for a 46% JV Interest in New Afton. If the JV Interest Option is not exercised by Ontario Teachers’ during the exercise period, Ontario Teachers’ will hold the Reduced Interest, which provides Ontario Teachers’ with a 42.5% free cash flow interest in New Afton. For purposes of calculating the Interim Interest and the Reduced Interest, free cash flow is defined as: the greater of, (i) gross revenue less treatment and refining costs, operating costs, exploration costs, interest costs, British Columbia mining taxes, lease payments, and capital costs, inclusive of changes in working capital, and (ii) one dollar. For any new, jointly approved, capital project which is outside of the current mine plan, which results in free cash flow declining below zero, New Gold is permitted to recover Ontario Teachers’ share of that capital expenditure from future free cash flow payments to Ontario Teachers’. Under the terms of the agreement, New Gold has also agreed to provide Ontario Teachers’ with a minimum guarantee of approximately half of Ontario Teachers’ expected free cash flow over the interim period, subject to certain adjustments for realized commodity prices and foreign exchange rates.

The agreement provides New Gold with an overriding Buyback Option to re-purchase and cancel the Interim Interest during the same exercise period described above at the greater of (i) an agreed upon internal rate of return to Ontario Teachers’ and (ii) the fair market value of the free cash flow interest at that time. The Buyback Option in favour of New Gold would be exercisable in priority to the JV Interest Option granted to Ontario Teachers’ and regardless of Ontario Teachers’ exercise or intention to exercise of the JV Interest Option. The Buyback Option provides New Gold the opportunity to re-acquire 100% exposure to New Afton’s cash flows, at its sole discretion, in four years, allowing New Gold sufficient time to build the necessary balance sheet strength. Both New Gold and Ontario Teachers’ will have a mutual right of first offer for the life of the agreements.

The Transaction agreements set out certain governance rights and protections for Ontario Teachers’ in relation to the operation of New Afton, including establishment of an advisory committee to assist with operation and budgetary decisions.

The Transaction is subject to approval under New Gold’s credit facility and is expected to close on or about March 31, 2020.

Scotiabank is acting as financial advisor to New Gold. Cassels Brock & Blackwell LLP and Lawson Lundell LLP are acting as legal counsel to New Gold. BMO Capital Markets is acting as financial advisor to Ontario Teachers’. Stikeman Elliott LLP is acting as legal counsel to Ontario Teachers’.

New Gold looks forward to working with Ontario Teachers’ to realize the full potential of New Afton, where both New Gold and Ontario Teachers’ see significant value creation opportunities. Both New Gold and Ontario Teachers’ are committed to working with local communities and other partners to ensure New Afton generates value for all of its stakeholders for many years to come.

About New Gold Inc.

New Gold is a Canadian-focused intermediate gold mining company. The Company has a portfolio of two core producing assets in top-rated jurisdictions, the Rainy River and New Afton Mines in Canada. The Company also operates the Cerro San Pedro Mine in Mexico (which transitioned to residual leaching in 2016). In addition, New Gold owns 100 per cent of the Blackwater project located in Canada. New Gold’s objective is to be a leading intermediate gold producer, focused on the environment and social responsibility. For further information on the Company, please visit www.newgold.com.

Contacts

Anne Day
Vice President, Investor Relations
Direct: +1 (416) 324-6003
Email: anne.day@newgold.com