Bericht van 4 april j.l.,
New Gold Agrees to Acquire Richfield Ventures Corp.
Adds Gold Project in British Columbia.
(All figures are in Canadian dollars unless otherwise indicated)
April 4, 2011 – New Gold Inc. (“New Gold”) (TSX:NGD) (AMEX:NGD) and Richfield
Ventures Corp. (“Richfield”) (TSX.V:RVC) today jointly announce a definitive agreement
whereby New Gold will acquire, through a plan of arrangement (the "Arrangement"), all of
the outstanding common shares of Richfield. Under the terms of the Arrangement, each
Richfield shareholder will receive 0.9217 of a New Gold share for each Richfield share held.
The offer values Richfield at $10.38 per share or approximately $550 million, representing a
31% premium to Richfield’s April 1, 2011 closing price and a 46% premium based on each
company’s 20-day volume weighted average price. The transaction value, net of cash and
proceeds from all in-the-money dilutive instruments, is approximately $513 million.
Richfield’s flagship asset is the Blackwater Project, located in central British Columbia,
approximately 160 kilometres southwest of Prince George, a city of approximately 80,000.
On March 2, 2011, Richfield announced the initial mineral resource estimate for the
Blackwater Project, with its attributable share comprising 1.8 million ounces of indicated
gold resources plus 2.0 million ounces of inferred gold resources. See Blackwater Project
below for additional detail.
Transaction Highlights – New Gold
 Adds a large gold asset in British Columbia where New Gold is well advanced in
bringing its New Afton Project into production
 Adds an established attributable gold resource base of 1.8 million ounces of
indicated mineral resources and 2.0 million ounces of inferred mineral resources
with significant exploration potential
 Timeline for development that matches availability of New Gold’s proven mine
building team
 Ability to fund development from internal cash flow
 Tax synergies with New Afton
 Minimal shareholder dilution of approximately 10%
"The acquisition of the Blackwater Project is an ideal fit with our goal of continuing to
enhance value in jurisdictions where we already have a strong presence. This is an exciting
gold project that we anticipate could significantly increase our gold production base at
competitive cash costs in the years ahead," stated Randall Oliphant, New Gold Executive
Chairman.
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"The Richfield team have done a tremendous job in advancing the project to this point and we are excited to now move forward with it. With New Afton in British Columbia on track to begin production in mid-2012, we will be well positioned to deploy both the team and cash flow from New Afton to move the Blackwater Project through continued exploration, development and ultimately into production.”
Transaction Highlights – Richfield
 Immediate and attractive premium recognizing both the current value and potential of the Blackwater Project
 All-share deal – shareholders retain ongoing exposure to the Blackwater Project and gain exposure to New Gold’s diversified gold production base and exciting growth projects
 New Gold provides technical expertise and financial capability to move the Blackwater Project through development and into production
 Significantly enhanced trading liquidity upon receiving New Gold shares
“I am thrilled by this win-win transaction for both Richfield’s shareholders and those of New Gold. The Blackwater Project will be in excellent hands with New Gold, a proven mine builder and operator, that has the financial capacity and the exploration and development expertise to continue to expand and ultimately develop the gold resources at Blackwater,” said Peter Bernier, Richfield President and Chief Executive Officer. “I am proud of the Richfield team’s hard work in making this project into the success that it is today, and very excited going forward for our shareholders to own a meaningful portion of New Gold. This will allow us not only to participate in the continued advancement of Blackwater, but also to be part of New Gold’s exciting growth portfolio.”
Blackwater Project
The Blackwater Project is a bulk-tonnage gold project located in central British Columbia and is approximately 450 kilometres north of New Gold’s New Afton Project. The project area covers 23,670 hectares, with Richfield owning 100% of the southern claims and 75% of the adjacent northern claims. Silver Quest Resources Ltd. owns the remaining 25% of the northern Davidson claims. The project is attractively located and is near infrastructure, the terrain is characterized by rolling hills, the project is accessible by road and four alternatives to tie in to a 230kV powerline have been discussed with BC Hydro. On March 2, 2011, Richfield announced the initial mineral resource estimate for the Blackwater Project with the majority of the drilling supporting the estimate having been done on the 100%-owned southern portion of the project.
Blackwater Deposit - Resource Estimates by Property at 0.4 g/t Au Cut-off grade(1)
PropertyTonnes (000's)Gold (g/t)Silver (g/t)Tonnes (000's)Gold (g/t)Silver (g/t)Total Blackwater53,4601.065.61.8375,4520.964.02.34Dave and Jarrit claims (100% Richfield)53,1281.075.61.8229,1831.045.50.98Davidson claims (75% Richfield, 25% Silver Quest Resources Ltd.)3310.925.00.0146,2690.923.11.36Total Richfield53,3771.065.61.8363,8850.974.22.00IndicatedInferredGradeContained Gold (Moz)GradeContained Gold (Moz)
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Terms of Offer
 For each common share of Richfield, New Gold will offer 0.9217 of a New Gold common share, plus nominal cash consideration
 Values Richfield at $10.38 per share or approximately $550 million based on Richfield’s fully diluted in-the-money common shares outstanding and New Gold’s April 1, 2011 closing price
o Transaction value, net of cash and proceeds from all in-the-money dilutive instruments, is approximately $513 million
 Represents a 31% premium to Richfield’s April 1, 2011 closing price and a 46% premium based on the 20-day volume weighted average prices of each company
 Transaction unanimously approved by the Boards of New Gold and Richfield
 Directors and Officers of Richfield, representing approximately 15.8% of the common shares and options outstanding have entered into voting agreements in support of the Arrangement
 $18 million break fee
 New Gold retains a right to match any superior proposal
The acquisition of Richfield by New Gold is expected to be completed by way of a court approved plan of arrangement. The number of New Gold shares to be issued will be approximately 49 million based on Richfield’s fully diluted in-the-money common shares outstanding. Richfield’s stock options outstanding on the effective date of the Arrangement will be exchanged for New Gold shares on a cashless exercise basis in accordance with the terms of the plan of arrangement. Richfield’s warrants outstanding on the effective date will become exercisable into the Arrangement consideration following the completion of the Arrangement. Prior to the effective date, Richfield will accelerate the expiry of those outstanding warrants subject to an expiry abridgement clause. The transaction is expected to close in June 2011 and upon closing Richfield shareholders will own approximately 10.4% of New Gold on a fully diluted in-the-money basis.
The Arrangement has been approved unanimously by the Boards of Directors of New Gold and Richfield and will be subject to, among other things, the favourable vote of 66 2/3% of the votes cast by holders of the Richfield common shares and options voting as a single class at a special meeting of Richfield securityholders called to approve the transaction which is expected to take place in late May or early June 2011. New Gold’s and Richfield’s respective financial advisors have each provided verbal opinions as to the fairness of the transaction, from a financial point of view, and the Richfield Board unanimously recommends that its shareholders vote in favour of the Arrangement. Directors and Officers of Richfield have entered into voting agreements with New Gold under which they have agreed to vote in favour of the Arrangement, their Richfield shares and options, which represent approximately 15.8% of Richfield's outstanding common shares and options as of April 1, 2011.
In the event that the Arrangement is not completed, Richfield has agreed, under certain circumstances, to pay New Gold a termination fee equal to $18 million. Richfield has also provided New Gold with certain other customary rights, including a right to match competing offers. In addition, if Richfield securityholders do not approve the transaction, Richfield has agreed to pay an expense fee of $1 million to New Gold.
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Richfield securityholders and other interested parties are advised to read the materials relating to the proposed Arrangement that will be filed by Richfield with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website at www.sedar.com.
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.
New Gold's financial advisor is Canaccord Genuity Corp. and its legal advisors are Cassels Brock & Blackwell LLP in Canada and Shearman & Sterling LLP in the United States. Richfield's financial advisor is National Bank Financial Inc. and its legal advisor is McMillan LLP in Canada.