Exhibit 99.1

NOTICE OF SPECIAL MEETING
TO BE HELD ON
January 27, 2026

of

SHAREHOLDERS OF NEW GOLD INC.

and

MANAGEMENT INFORMATION CIRCULAR

in connection with a proposed

ARRANGEMENT

involving

NEW GOLD INC.,

1561611 B.C. LTD.

and

COEUR MINING, INC.

December 19, 2025

December 19, 2025

Dear New Gold shareholders:

On behalf of the board of directors (the “Board”) and management of New Gold Inc. (“New Gold” or the “Company”), I am writing to invite you to attend a special meeting of New Gold shareholders on January 27, 2026 at 11:00 a.m. (Eastern Time) (the “Meeting”) to vote on a transformational transaction for our Company.

At the Meeting, you will be asked to approve a proposed statutory arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), pursuant to which 1561611 B.C. Ltd. (the “Purchaser”), a wholly-owned subsidiary of Coeur Mining, Inc. (“Coeur”), will acquire all of the outstanding common shares of New Gold (“New Gold Shares”) in exchange for newly issued shares of common stock of Coeur (each whole share, a “Coeur Share”) on the basis of 0.4959 of a Coeur Share (the “Exchange Ratio”) for each New Gold Share (the “Arrangement”).

A Defining Transaction for New Gold

After a comprehensive review of strategic alternatives and careful deliberation, your Board and our independent special committee (the “Special Committee”) have reached a unanimous conclusion: this Arrangement represents the best path forward for New Gold and provides New Gold shareholders with an attractive opportunity to participate in a premier precious metals producer through the ownership of Coeur Shares following the Arrangement.

The New Gold Special Committee and Board Recommend Shareholders Vote FOR the Arrangement

As detailed in the accompanying Management Information Circular, the Board considered a variety of factors to support its unanimous recommendation that New Gold shareholders VOTE FOR the Arrangement, including:

A Rigorous Process Designed to Maximize Your Value

The Arrangement is the result of a rigorous, arm’s length process, including multiple rounds of negotiation, comprehensive due diligence, and the receipt of fairness opinions from each of National Bank Financial and CIBC World Markets. The Board has secured terms that not only deliver attractive value but also position you to benefit from the future growth and financial strength of the combined company.

The Board unanimously recommends that you vote FOR the Arrangement. All directors and officers of New Gold have entered into support and voting agreements and will be voting their shares FOR the Arrangement.

Your Vote Matters: Next Steps

Please review the accompanying Management Information Circular, which contains a detailed description of the Arrangement and the Meeting, as well as detailed information regarding New Gold and Coeur, and certain illustrative pro forma information regarding the combined company after giving effect to the Arrangement. Please read this information carefully and, if you require assistance, consult your legal, tax, financial or other professional advisor.

YOUR VOTE IS CRITICAL, REGARDLESS OF HOW MANY SHARES YOU OWN. WE ENCOURAGE YOU TO VOTE PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. We encourage you to vote in advance of the Meeting using a form of proxy (in the case of registered New Gold shareholders) or voting instruction form (in the case of non-registered (beneficial) New Gold shareholders) by 11:00 a.m. (Eastern Time) on January 23, 2026 (or by 11:00 a.m. (Eastern Time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to the Meeting if it is adjourned or postponed).

If you have any questions or require assistance with voting your New Gold shares, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by email at contactus@kingsdaleadvisors.com. To obtain current information about voting your New Gold Shares and the Arrangement, please visit www.VoteNewGold.com.

Thank you for your continued confidence in New Gold. I look forward to your participation in this important vote and to the exciting future ahead for our combined company.

Sincerely,

(Signed) “Richard O’Brien”

NEW GOLD INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF NEW GOLD INC.

Chair of the Board of Directors NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Supreme Court of British Columbia (the “Court”) dated December 17, 2025, a special meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“New Gold Shares”) of New Gold Inc. (“New Gold”) will be held at 11:00 a.m. (Eastern Time) on January 27, 2026 at the offices of Davies Ward Phillips & Vineberg LLP at 155 Wellington Street West, Suite 4000, Toronto, Ontario M5V 3J7. The Meeting can also be accessed 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. The Meeting is being held for the following purposes:

This Notice of Special Meeting is accompanied by the Circular, which provides additional information relating to the matters to be addressed at the Meeting and forms part of this Notice of Special Meeting.

In order to become effective, the Arrangement Resolution must be approved by: (a) at least two-thirds of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, excluding the votes of certain related parties (as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). In addition to the approval of the Arrangement Resolution, completion of the Arrangement is conditional upon certain other matters described in the Circular, including an affirmative vote by holders of Coeur’s common stock, the approval of the Court and applicable regulatory approvals.

Shareholders may attend the Meeting in person at the offices of Davies Ward Phillips & Vineberg LLP at 155 Wellington Street West, Suite 4000, Toronto, Ontario M5V 3J7, or virtually via live webcast at https://meetings.lumiconnect.com/400-332-821-927, password “newgold2026” (case sensitive). The Meeting will begin promptly at 11:00 a.m. (Eastern Time) on January 27, 2026, unless the Meeting is postponed or adjourned. All Shareholders who wish to attend the Meeting in person must carefully follow the procedures outlined in the Circular and register with our transfer agent, Computershare Investor Services Inc., at the registration desk to obtain an admission card before entering the Meeting. Shareholders and their duly appointed proxyholders will also be able to participate, ask questions and vote in “real time” through an online portal that may be accessed at https://meetings.lumiconnect.com/400-332-821-927 by following the instructions set out in the Circular. Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the online portal. We recommend that Shareholders participating virtually log in at least one hour before the Meeting begins. Shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote. Please refer to the section of the Circular entitled “The Meeting” for more information. All Shareholders are strongly encouraged to complete, date, sign and return the enclosed form of proxy (in the case of registered Shareholders) or voting instruction form (in the case of non-registered (beneficial) Shareholders) to ensure that your vote is represented at the Meeting.

Your vote is important. As a Shareholder, it is very important that you read this Notice of Special Meeting and accompanying Circular carefully and then vote your New Gold Shares. The board of directors of New Gold has fixed December 17, 2025 as the record date (the “Record Date”) for the determination of the registered Shareholders who will be entitled to receive notice of the Meeting, or any adjournment or postponement thereof, and who will be entitled to vote at the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with New Gold’s transfer agent, Computershare Investor Services Inc., by 11:00 a.m. (Eastern Time) on January 23, 2026 (or by 11:00 a.m. (Eastern Time) on the day, other than a Saturday, Sunday or statutory or civic holiday, which is at least 48 hours prior to the Meeting if it is adjourned or postponed). The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, at the Chair’s discretion, with or without notice. Shareholders holding New Gold Shares through an intermediary may have an earlier deadline by which the intermediary must receive voting instructions. Shareholders that hold New Gold Shares through an intermediary should follow the instructions provided by the intermediary.

Registered Shareholders as of the Record Date may exercise dissent rights with respect to New Gold Shares held by such dissenting Shareholders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Part 8 Division 2 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement attached as Appendix D to the Circular (the “Plan of Arrangement”) and any other order of the Court; provided that the written notice setting forth such registered Shareholder’s objection to the Arrangement Resolution and exercise of Dissent Rights (the “Notice of Dissent”) must be received by New Gold no later than 4:00 p.m. (Pacific Time) on the day that is at least two Business Days (as defined in the accompanying Circular) prior to the Meeting, or any date to which the Meeting may be postponed or adjourned. Each dissenting Shareholder who properly and validly exercises his, hers or its Dissent Rights shall be entitled to be paid fair value for its Dissent Shares (as defined in the accompanying Circular). Anyone who is a non-registered (beneficial) owner of New Gold Shares and who wishes to exercise Dissent Rights should be aware that only registered Shareholders as of the Record Date are entitled to exercise Dissent Rights. Accordingly, a non-registered (beneficial) Shareholder who desires to exercise Dissent Rights (a) must have made arrangements for the New Gold Shares beneficially owned by such holder to be registered in the name of such holder prior to the Record Date; or (b) alternatively, must make arrangements for the registered Shareholder of such New Gold Shares to exercise Dissent Rights on behalf of such non-registered (beneficial) Shareholder. Dissent Rights are more particularly described in the accompanying Circular. The statutory provisions covering Dissent Rights are technical and complex. Failure to strictly comply with the requirements set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of Dissent Rights. It is strongly recommended that any Shareholder wishing to dissent with respect to the Arrangement Resolution seek independent legal advice.

If you have any questions or require assistance with voting your New Gold Shares, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by email at contactus@kingsdaleadvisors.com. To obtain current information about voting your New Gold Shares and the Arrangement, please visit www.VoteNewGold.com.

DATED at Toronto, Ontario, this 19 day of December, 2025.

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of New Gold for use at the Meeting. Management of New Gold will solicit proxies primarily by mail, but proxies may also be solicited by telephone, email, facsimile or in writing by directors, officers, employees or agents of New Gold. The cost of solicitation of proxies for use at the Meeting will be paid by New Gold. New Gold has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications and digital and investor campaign services on a global retainer basis.

The information concerning Coeur and its Subsidiaries contained in this Circular, including the appendices and information incorporated by reference, has been provided by Coeur for inclusion in this Circular. Although New Gold has no knowledge that any statements contained herein taken from or based on such documents, records or information provided by Coeur are untrue or incomplete, New Gold assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by Coeur to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to New Gold.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under the heading “Glossary of Terms”. Information contained in this Circular, including information in the appendices hereto, which form part of this Circular, is given as of December 19, 2025 unless otherwise specifically stated. Information contained in documents incorporated by reference in this Circular is given as of the respective dates stated in such documents.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase the securities to be issued under or in connection with the Arrangement, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this Circular nor any distribution of the securities to be issued under or in connection with the Arrangement will, under any circumstances, create any implication or be treated as a representation that there has been no change in the information set forth herein since the date of this Circular. No person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Coeur, certain of the directors and officers of New Gold and Coeur and certain experts referenced in this Circular and the documents incorporated by reference herein reside outside of Canada. It may not be possible for Shareholders to effect service of process within Canada upon such persons. Shareholders are advised that it may not be possible to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.

All summaries of, and references to, the Arrangement Agreement, the Plan of Arrangement, the Arrangement and the Support and Voting Agreements in this Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement, the Plan of Arrangement and the Support and Voting Agreements, respectively. Copies of the Arrangement Agreement and the forms of Support and Voting Agreements are available under New Gold’s issuer profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. A copy of the Plan of Arrangement is attached to this Circular as Appendix D. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement.

Information contained in this Circular should not be construed as legal, tax, financial or other professional advice. Shareholders are urged to consult their own professional advisors in connection with the matters addressed herein.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

THE COEUR SHARES TO BE ISSUED PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Coeur Shares to be issued as consideration to Shareholders under the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or any other jurisdiction and will be issued in reliance on an exemption (the “Section 3(a)(10) Exemption”) from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof (“Section 3(a)(10)”), on the basis of, among other things, the approval of the Court and exemptions from the registration or qualification requirements of state or “blue sky” securities laws. See “The Arrangement – Issuance and Resale of Coeur Shares Issued to Shareholders as Consideration Under the Arrangement”.

New Gold is a corporation existing under the laws of the Province of British Columbia and is a “foreign private issuer” as defined under applicable U.S. Securities Laws. The solicitation of proxies and the transactions contemplated in this Circular are not subject to the proxy solicitation rules under the U.S. Exchange Act by virtue of an exemption for foreign private issuers, and therefore this solicitation is not being effected in accordance with U.S. Securities Laws. Accordingly, the solicitation and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate laws and Canadian Securities Laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that disclosure requirements under Canadian Laws are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Securityholders in the United States should also be aware that other requirements under Canadian Laws may differ from those required under United States corporate laws and U.S. Securities Laws.

Information concerning New Gold and Coeur described in the Notice of Special Meeting and this Circular has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of U.S. Securities Laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates for New Gold included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the CIM Standards. NI 43-101 is a rule developed by Canadian Securities Authorities which establishes standards for all public disclosure by a Canadian issuer of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in New Gold’s technical disclosure have been prepared in accordance with NI 43-101 and the CIM Standards.

Canadian standards, including NI 43-101, differ significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained concerning New Gold in this Circular and the documents incorporated by reference herein will not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

The financial statements and financial information of New Gold included or incorporated by reference in this Circular have been prepared in accordance with IFRS, which differs from U.S. GAAP in certain material respects. Therefore, such financial statements may not be comparable to financial statements of United States companies prepared in accordance with U.S. GAAP.

Shareholders resident in the United States should be aware that the Arrangement described herein may have tax consequences both in the United States and in Canada. Such consequences for Shareholders may not be described fully herein. For a general discussion of the Canadian federal income tax consequences to investors who are resident in the United States, see “Certain Canadian Federal Income Tax Considerations” and for a general discussion of the United States federal income tax consequences to investors who are resident in the United States, see “Certain United States Federal Income Tax Considerations”. U.S. Holders are urged to consult their own tax advisors with respect to such applicable income tax consequences.

The enforcement by securityholders of civil liabilities under U.S. Securities Laws may be adversely affected by the fact that New Gold is a corporation existing and governed under the Laws of the Province of British Columbia, that some or all of New Gold’s respective directors and officers and the experts named in this Circular are not residents of the United States and that all or a substantial portion of New Gold’s assets may be located outside the United States. As a result, it may be difficult or impossible for United States securityholders to effect service of process within the United States upon New Gold and its officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state or territory within the United States. In addition, United States securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state or territory within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state or territory within the United States.

THE COEUR SHARES TO BE ISSUED PURSUANT TO THE ARRANGEMENT ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY SECTION 3(A)(10) THEREOF AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES AND HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR DISTRIBUTION UNDER THE LAWS OF ANY OTHER JURISDICTION OUTSIDE OF CANADA. For a discussion of certain regulatory issues relating to Shareholders in the United States, see “The Arrangement – Issuance and Resale of Coeur Shares Issued to Shareholders as Consideration Under the Arrangement – United States”.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Circular and the documents incorporated by reference herein contain certain statements which constitute forward-looking information within the meaning of applicable Canadian Securities Laws and forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and section 21E of the U.S. Exchange Act, each as amended (collectively, “forward-looking statements”), including, without limitation, financial and business prospects and financial outlooks, which may be forward-looking plans and intentions, growth, results of operations, performance and business prospects and opportunities. All statements other than statements of historical fact may be forward-looking statements. The use of words such as “may”, “will”, “should”, “could”, “anticipate”, “believe”, “expect”, “project”, “intend”, “estimate”, “plan”, “potential”, “pro forma”, “post-arrangement” and similar expressions are intended to identify forward-looking statements.

In particular, and without limitation, this Circular contains forward-looking statements concerning:

New Gold cautions the reader that these forward-looking statements, including statements that constitute “financial outlook” within the meaning of applicable Canadian Securities Laws, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such information and statements. Financial outlook included in this Circular is provided for the purpose of helping readers understand New Gold’s current expectations and plans for the future. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances, and that the risk factors described below, or other factors may cause actual results to differ materially from any financial outlook. Forward-looking statements reflect management’s current beliefs and are based on information currently available to management, as well as certain expectations and assumptions with respect to the Arrangement, including:

Various assumptions underlying such forward-looking statements are based on management’s expectations concerning industry, economic and market conditions, including: (a) prevailing commodity prices and exchange rates; (b) projected capital and operating costs; (c) other assumptions set forth in the New Gold Technical Reports and the Coeur Technical Reports, respectively; (d) prevailing regulatory, tax and environmental laws and regulations; (e) that there will be no significant events occurring outside of the normal course of business of New Gold or Coeur; (f) future costs of labour, materials and other supplies; and (g) general economic, political and market conditions.

The forward-looking statements contained herein speak only as of the date of this Circular. New Gold believes that the expectations and assumptions reflected in such forward-looking statements are reasonable and relevant based on information available as at the date of this Circular, but no assurance can be given that these expectations will prove to be correct.

Forward-looking statements and other information contained herein concerning mineral exploration, development and operations, and management’s general expectations concerning the foregoing, are based on estimates prepared by New Gold and Coeur using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of the industry which New Gold and Coeur believe to be reasonable. However, these data are inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While New Gold and Coeur are not aware of any misstatements regarding any industry data presented herein, mineral exploration and development involves risk and uncertainties and industry data are subject to change based on various factors.

Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated in such forward-looking statements including: (a) changes in general economic and market conditions; (b) fluctuations in gold, silver, copper and other metal and mineral prices, interest rates and currency exchange rates; (c) uncertainties related to mining operations as well as exploration and development projects, including the possibility that actual capital and operating costs and economic returns will differ significantly from estimates; (d) an inability to successfully complete mining and mineral projects, planned expansions or other projects on budget and schedule; (e) adverse changes in economic, political or social conditions or in applicable laws, rules and regulations; (f) labour disputes, surface rights disputes, access to property, flooding, ground instability, fire and other risks of the mining industry; (g) property, title and permitting matters; and (h) environmental costs, events or liability claims.

There are also risks inherent in the nature of the Arrangement, including:

Readers are cautioned that the foregoing factors are not exhaustive and there may be other factors that could affect the Arrangement, New Gold, Coeur, the Purchaser or the Combined Company. Accordingly, undue reliance should not be placed on forward-looking statements. With regard to the forward-looking statements in Coeur’s and New Gold’s documents incorporated by reference herein, please refer to the forward-looking statements advisories in such documents in respect of the forward-looking statements contained therein, the assumptions upon which they are based and the risk factors in respect of such forward-looking statements.

Except as required by Law, New Gold and Coeur do not undertake any obligation to publicly update or revise any forward-looking statements. All forward-looking statements contained in this Circular are expressly qualified by this cautionary statement and those made in each of New Gold’s and Coeur’s respective filings with Canadian and United States securities regulatory authorities that are expressly incorporated by reference herein.

NON-GAAP MEASURES

This Circular and the documents incorporated by reference that relate to New Gold refer to performance measures that are not recognized measures under IFRS, including “cash costs”, “all-in sustaining costs” or “AISC”, “adjusted net earnings/(loss)”, “adjusted income tax expense”, “sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, “open pit net mining cost per operating tonne mined”, “underground net mining costs per operating tonne mined”, “processing costs per tonne processed”, “G&A costs per tonne processed”, “cash generated from operations before changes in non-cash operating working capital” and “free cash flow”. New Gold uses these measures to analyze and evaluate the performance of its business and provides such measures as supplementary information, because management believes they may be useful to investors to explain New Gold’s financial results. In addition, this Circular and certain documents incorporated by reference that relate to Coeur and/or the Combined Company present certain measures, including “adjusted net income/loss”, “EBITDA”, “adjusted EBITDA”, “free cash flow”, “operating cash flow before changes in working capital”, “net debt”, “leverage ratio” and “costs applicable to sales”.

The foregoing measures (collectively, the “non-GAAP measures”) are not standardized financial measures under IFRS (in the case of New Gold) or under U.S. GAAP (in the case of Coeur), and therefore may not be comparable to similar financial measures presented by other issuers. As there is no standardized method of calculating any of these non-GAAP measures, the method of calculating each of them may differ from the methods used by other entities and, accordingly, the use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these measures are intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS (in the case of New Gold) or U.S. GAAP (in the case of Coeur). The reconciliation of the non-GAAP measures used and presented by New Gold to the most directly comparable IFRS measures is provided in certain documents incorporated by reference herein in which these non-GAAP measures are referenced. See the section “Non-GAAP Financial Performance Measures” on page 32 of the Annual MD&A and “Non-GAAP Financial Performance Measures” on page 29 of the Interim MD&A, each of which is incorporated by reference in this Circular and available on New Gold’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Where applicable, the reconciliation of the non-GAAP measures used and presented by Coeur to the most directly comparable measures under U.S. GAAP is provided in certain documents incorporated by reference herein in which these non-GAAP measures are referenced. See the section “Non-GAAP Financial Performance Measures” on page 57 of the Coeur Annual Report, which is incorporated by reference in this Circular and available under Coeur’s issuer profile on EDGAR at www.sec.gov.

REPORTING CURRENCIES AND ACCOUNTINGPRINCIPLES

Unless otherwise indicated, all references to “$” or “US$” in this Circular refer to United States dollars and all references to “C$” in this Circular refer to Canadian dollars. Except as otherwise indicated in this Circular, all financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to New Gold and Coeur have been prepared and presented in United States dollars in accordance with IFRS (in the case of New Gold) or U.S. GAAP (in the case of Coeur). The unaudited combined pro forma financial statements of Coeur which are set out in Appendix J, have been prepared based on financial statements prepared and presented in United States dollars with the recognition and measurement principles of U.S. GAAP.

CURRENCY EXCHANGERATE INFORMATION

The closing, high, low and average exchange rates for the United States dollar in terms of Canadian dollars for each of the two years ended December 31, 2024 and December 31, 2023 and the nine months ended September 30, 2025 and September 30, 2024, based on the indicative rate of exchange as reported by the Bank of Canada, were as follows:

Note  

(1) The average of the indicative rates during the relevant period.            

On December 18, 2025, the average exchange rate for one United States dollar expressed in Canadian dollars as provided by the Bank of Canada was C$1.3774.

THE MEETING

The Meeting will be held at 11:00 a.m. (Eastern Time) on January 27, 2026, subject to any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting. Shareholders may attend the Meeting in person at the offices of Davies Ward Phillips & Vineberg LLP at 155 Wellington Street West, Suite 4000, Toronto, Ontario M5V 3J7, or virtually via live webcast at https://meetings.lumiconnect.com/400-332-821-927, password “newgold2026” (case sensitive).

All of the directors and officers of New Gold, collectively holding approximately 0.1% of the total New Gold Shares, as at the Record Date, have entered into the New Gold Support and Voting Agreements with Coeur pursuant to which each such individual has agreed to, among other things, support the Arrangement and vote all New Gold Shares beneficially owned by them in favour of the Arrangement Resolution, subject to the terms and conditions of such agreements.

If you have any questions about the Meeting or the matters described below, you may contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by email at contactus@kingsdaleadvisors.com. To obtain current information about voting your New Gold Shares and the Arrangement, please visit www.VoteNewGold.com.

Proxy Solicitation and Delivery of Meeting Materials

How will New Gold solicit proxies?

Your proxy is being solicited on behalf of New Gold’s management in connection with the Meeting to be held on January 27, 2026. Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of New Gold. New Gold has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications and digital and investor campaign services on a global retainer basis. The estimated aggregate fees payable to Kingsdale Advisors in respect of such services is expected to be approximately C$400,000, inclusive of a success fee payable if the Shareholders approve the Arrangement Resolution, plus distribution costs and other disbursements. The costs of preparing and distributing the Meeting Materials and the cost of soliciting proxies will be borne by the Company.

How are Meeting Materials being delivered?

The Meeting Materials are sent to registered Shareholders through New Gold’s transfer agent, Computershare. New Gold generally does not send its proxy materials directly to non-registered (beneficial) Shareholders who own shares held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization. Instead New Gold uses the services of Broadridge who acts on behalf of intermediaries to send proxy materials to non-registered (beneficial) Shareholders. New Gold intends to reimburse intermediaries to send the Meeting Materials to objecting non-registered (beneficial) Shareholders.

New Gold is not distributing copies of the Meeting Materials to registered Shareholders or non-registered (beneficial) Shareholders using the notice-and-access delivery procedures set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

Meeting Procedures

What are the admission requirements to attend the Meeting in person?

Only Shareholders of record at the close of business on December 17, 2025 and other permitted attendees may attend the Meeting. In order to attend the Meeting in person, you or your proxyholder is required to see a representative of Computershare before entering to register your attendance. You must present proof of your ownership of New Gold Shares as of the Record Date and a valid government-issued photo identification at the entrance of the Meeting. Non-registered (beneficial) owners of New Gold Shares held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization will need to bring a copy of a brokerage statement reflecting their share ownership as of the Record Date.

No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages are permitted at the Meeting. If you do not provide valid government-issued photo identification or comply with the other procedures outlined herein, you will not be admitted to the Meeting.

Registered Shareholders, non-registered (beneficial) Shareholders and their duly appointed proxyholders who are unable to attend the Meeting in person will be able to participate, ask questions and vote in “real time” via the online Meeting portal by following the instructions set out in this Circular. For additional information, please see below under “Voting Procedures”.

Voting Procedures

How do I vote my New Gold Shares? 

How do I obtain a control number to vote my New Gold Shares?

If you have not received your control number to vote, Shareholders may contact Kingsdale Advisors, New Gold’s strategic shareholder advisor and proxy solicitation agent by telephone at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America), or by email at contactus@kingsdaleadvisors.com.

How can I vote if I am a registered Shareholder?

Option 1 – By Proxy (Form of Proxy)

Appointing another person to attend the Meeting and vote your New Gold Shares for you:

New Gold’s named proxyholders are Patrick Godin, President and Chief Executive Officer or, failing him, Sean Keating, Vice President, General Counsel and Corporate Secretary. A Shareholder that wishes to appoint another person or entity (who need not be a Shareholder) to represent such Shareholder at the Meeting has the right to do so, either by striking out the names of those persons named in the accompanying form of proxy and inserting the desired person’s name in the blank space provided in the form of proxy or by completing another form of proxy. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting on your behalf. If your proxyholder wishes to attend the Meeting in person, your appointee should see a representative of Computershare at the registration desk.

If your proxyholder is unable to attend the Meeting in person and wishes to attend virtually, you must register your proxyholder with Computershare at https://www.computershare.com/newgold by 11:00 a.m. (Eastern Time) on January 23, 2026 in order to obtain a control number. Registering your proxyholder is an additional step once you have submitted your form of proxy.

This control number will allow your proxyholder to log in to the live webcast and vote at the Meeting using the LUMI meeting platform. Without a control number, your proxyholder will not be able to vote at the Meeting. Computershare will provide your duly appointed proxyholder with a control number provided that your proxy has been received by Computershare prior to the deadline. Please note that you cannot appoint anyone other than Patrick Godin, President and Chief Executive Officer or, failing him, Sean Keating, Vice President, General Counsel and Corporate Secretary, as your proxyholder if you vote by telephone.

For more information, please see below under the headings “How can I log in to the Meeting if I wish to attend virtually?” and “How will my New Gold Shares be voted if I return a proxy?”.

Option 2 – In Person at the Meeting

You do not need to complete or return your form of proxy if you intend to vote in person at the Meeting.

Option 3 – In Person via Internet Webcast

Registered Shareholders have the ability to participate, ask questions and vote at the Meeting using the LUMI meeting platform. Eligible registered Shareholders may log in at https://meetings.lumiconnect.com/400-332-821-927, click on “I have a control number”, enter the 15-digit control number found on the proxy, and the password “newgold2026” (case sensitive), then click on the “Login” button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Once voting has opened, the voting tab will appear on the home page. The Arrangement Resolution and voting choices will be displayed in that tab. Non-registered (beneficial) Shareholders must follow the procedures outlined below to participate in the Meeting using the LUMI meeting platform. Non-registered (beneficial) Shareholders who fail to comply with the procedures outlined below may nonetheless view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on New Gold’s website at www.VoteNewGold.com.

How can I vote if I am a non-registered (beneficial) Shareholder?

Option 1 – By Proxy (Voting Instruction Form)

You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form. Each intermediary has its own procedures (which may vary from the below) which should be carefully followed by non-registered (beneficial) Shareholders to ensure that their New Gold Shares are voted by their intermediary on their behalf at the Meeting.

Alternatively, you may receive from your intermediary a pre-authorized form of proxy indicating the number of New Gold Shares to be voted, which you should complete, sign, date and return as directed on the form.

Non-registered (beneficial) Shareholders who do not object to their name being made known to New Gold may be contacted by Kingsdale Advisors to assist in conveniently voting their New Gold Shares directly by telephone. New Gold may also utilize the Broadridge QuickVote™ service to assist such Shareholders with voting their New Gold Shares. For more information on proxy solicitation, please see above under the heading “The Meeting – Proxy Solicitation and Delivery of Meeting Materials”.

Option 2 – In Person at the Meeting

We do not have access to the names or holdings of our non-registered (beneficial) Shareholders. That means you can only vote your New Gold Shares in person at the Meeting if you have previously appointed yourself as the proxyholder for your New Gold Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form.

You may also appoint someone else as the proxyholder for your New Gold Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. Your vote, or the vote of your proxyholder, will be taken and counted at the Meeting. You or your proxyholder must see a representative of Computershare before entering the Meeting to register your attendance. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting on your behalf.

Your voting instructions must be received by your intermediary in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare before 11:00 a.m. (Eastern Time) on January 23, 2026.

Option 3 – In Person via Internet Webcast

We do not have access to the names or holdings of our non-registered (beneficial) Shareholders. That means you can only vote your New Gold Shares virtually at the Meeting if you have: (a) previously appointed yourself as the proxyholder for your New Gold Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form; and (b) by no later than 11:00 a.m. (Eastern Time) on January 23, 2026, registered with Computershare at https://www.computershare.com/newgold in order to obtain a control number for the Meeting.

This control number will allow you to log in to the live webcast and vote at the Meeting. Without a control number, you will not be able to ask questions or vote at the Meeting. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Once voting has opened, the voting tab will appear on the home page. The Arrangement Resolution and voting choices will be displayed in that tab.

You may also appoint someone else as the proxyholder for your New Gold Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the Meeting virtually, you must register your proxyholder at https://www.computershare.com/newgold by no later than 11:00 a.m. (Eastern Time) on January 23, 2026 in order to obtain a control number for the Meeting.

Registering your proxyholder is an additional step once you have submitted your voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a control number to participate in the Meeting virtually.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare before 11:00 a.m. (Eastern Time) on January 23, 2026. If you plan to participate in the Meeting virtually (or to have your proxyholder attend the Meeting virtually), you or your proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by your intermediary well in advance of the Meeting to allow them to forward the necessary information to Computershare before 11:00 a.m. (Eastern Time) on January 23, 2026. You should contact your intermediary well in advance of the Meeting and follow their instructions if you want to participate in the Meeting virtually.

Non-registered (beneficial) Shareholders who do not object to their name being made known to New Gold may be contacted by Kingsdale Advisors to assist in conveniently voting their New Gold Shares directly by telephone. New Gold may also utilize the Broadridge QuickVote™ service to assist such Shareholders with voting their New Gold Shares. For more information on proxy solicitation, please see above under the heading “The Meeting – Proxy Solicitation and Delivery of Meeting Materials”.

For more information, please see below under the heading “How can I log in to the Meeting if I wish to attend virtually?”.

Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone or Internet, your proxy must be received by no later than 11:00 a.m. (Eastern Time) on January 23, 2026. If the Meeting is adjourned or postponed, your proxy must be received by 11:00 a.m. (Eastern time) on the day, other than a Saturday, Sunday or statutory or civic holiday, which is at least 48 hours prior to the Meeting if it is adjourned or postponed.

As noted above, if you are a non-registered (beneficial) Shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to Computershare. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, at the Chair’s discretion, with or without notice. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

How can I log in to the Meeting if I wish to attend virtually?

Only Shareholders of record at the close of business on December 17, 2025 and other permitted attendees may virtually attend the Meeting. Attending the Meeting virtually allows registered Shareholders and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves or a third-party proxyholder in accordance with the procedures set out above, to participate, ask questions and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered (beneficial) Shareholders who have not duly appointed themselves or a third party as proxyholder, can log in to the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. As noted above, it is recommended that you log in at least one hour before the Meeting.

If Shareholders (or their duly appointed proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking “Guest” and completing the online form. Technical support can also be accessed at support-ca@lumiglobal.com.

Will virtual participation in the Meeting impact my ability to ask questions?

At the virtual Meeting, registered Shareholders, non-registered (beneficial) Shareholders and their duly appointed proxyholders will be able to ask questions in “real time” through the online Meeting portal by sending a written message to the Chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above. New Gold values Shareholder feedback and expects that Shareholders participating in the Meeting virtually will have substantially the same opportunity to ask questions of the Board and management as they would if participating in the Meeting in person.

How will my New Gold Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your New Gold Shares in accordance with your instructions. IN THE ABSENCE OF ANY SUCH INSTRUCTION, NEW GOLD SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

What happens if there are amendments, variations or other matters brought before the Meeting?

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting, or any adjournment, postponement or continuation thereof. As of December 19, 2025, no director or officer of New Gold is aware of any variation, amendment or other matter to be presented for a vote at the Meeting.

What if I change my mind after I have submitted my proxy?

You can revoke a vote you made by proxy by:

If you are a registered Shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary at 181 Bay Street, Suite 3320, Toronto, Ontario, M5J 2T3, Attention: Corporate Secretary, by fax (416-203-0341) or by email (info@newgold.com) and Computershare at 320 Bay Street 14th Floor, Toronto ON M5H 4A6, Attention: Proxy Department, by fax (1-866-249-7775) or by email (service@computershare.com) so that it is received before 11:00 a.m. (Eastern Time) on January 23, 2026, or by giving notice in writing from you or your authorized attorney to the Chair of the Meeting, at the Meeting or at any adjournment thereof.

Is my vote by proxy confidential?

Yes. All proxies are received, counted and tabulated independently by Computershare, New Gold’s transfer agent, or Broadridge, in a way that preserves the confidentiality of Shareholder votes, except:

Voting Securities and Principal Holders of Voting Securities

New Gold is authorized to issue an unlimited number of New Gold Shares, of which 791,726,904 New Gold Shares were issued and outstanding as of December 17, 2025. Registered Shareholders are entitled to receive notice of, and to attend and vote at, all meetings of the Shareholders, and each New Gold Share confers the right to one vote (virtually or in-person) or by proxy at all meetings of the Shareholders.

Only Shareholders of record on December 17, 2025 are entitled to vote or to have their New Gold Shares voted at the Meeting.

As at December 17, 2025, to the knowledge of the directors and executive officers of New Gold, there is no person or company that beneficially owns, or controls or directs, directly or indirectly, voting securities of New Gold carrying 10% or more of the voting rights attached to any class of voting securities of New Gold.

Business of the Meeting

As set out in the Notice of Special Meeting, at the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass the Arrangement Resolution. In order for the Arrangement to be completed, Shareholders must approve the Arrangement Resolution.

In order to become effective, the Arrangement Resolution will require the affirmative vote of: (a) at least two-thirds of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to the New Gold Shares beneficially owned by Patrick Godin, President, Chief Executive Officer and director of New Gold (as required by MI 61-101) and as more particularly described in “Business Combination Under MI 61-101 – Minority Approval Requirements” in this Circular.

The Arrangement Agreement is the result of arm’s length negotiations between representatives of New Gold and Coeur and their respective legal and financial advisors. The directors and officers of New Gold (being insiders of New Gold) are participating in the Arrangement. See “Interest of Certain Persons in Matters to be Acted Upon”.

Record Date

The Board has fixed the close of business on December 17, 2025 as the Record Date for the determination of the registered Shareholders that will be entitled to: (a) receive notice of the Meeting (including any adjournment or postponement thereof); (b) vote at the Meeting; and (c) exercise Dissent Rights. The Interim Order provides that the Record Date will not change in respect of any adjournment or postponement of the Meeting.

Quorum

Under New Gold’s constating documents and the Interim Order, the quorum for the Meeting is two persons present in person or represented by proxy and who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 5% of the issued New Gold Shares entitled to be voted at the Meeting. Pursuant to the Interim Order, Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

THE ARRANGEMENT

Description of the Arrangement

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the BCBCA in accordance with the terms of the Arrangement Agreement. For a detailed description of the steps which will occur under the Plan of Arrangement on the Effective Date, assuming all conditions to the implementation of the Arrangement have been satisfied or waived, please see the full text of the Plan of Arrangement attached as Appendix D to this Circular.

The Arrangement will result in:

See “The Arrangement – Description of the Arrangement – Effect of the Arrangement on Holders of Incentive Awards”.

No fractional Consideration Shares will be issued pursuant to the Plan of Arrangement. Where the aggregate number of Coeur Shares to be issued to a Shareholder as Consideration under the Arrangement would result in a fractional Consideration Share being issuable, such fractional Consideration Share shall be rounded up to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing 0.5 or more of a Coeur Share, and shall be rounded down to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing less than 0.5 of a Coeur Share.

Effect of the Arrangement on Holders of New Gold Shares

Under the terms of the Plan of Arrangement, each New Gold Share outstanding at the Effective Time (other than New Gold Shares held by Dissenting Shareholders) will be deemed to be transferred to the Purchaser in exchange for the Consideration. The Exchange Ratio implies consideration of approximately $8.51 per New Gold Share based on the closing price of the Coeur Shares of $17.17 on the NYSE on October 31, 2025 (being the last trading day prior to the announcement of the Arrangement).

Each Dissent Share held by Dissenting Shareholders will be deemed to have been transferred to New Gold (free and clear of all Liens), without any further act or formality on the part of the holder, and such Dissenting Shareholders will cease to have any rights as a Shareholder other than the right to be paid the fair value for their New Gold Shares by New Gold. See “Dissent Rights of Shareholders”.

As at December 17, 2025, there were 791,726,904 New Gold Shares outstanding. Accordingly, an aggregate of 392,617,372 Coeur Shares will be issuable in respect of the Consideration for the New Gold Shares, assuming: (a) there are no Dissenting Shareholders; and (b) no additional New Gold Shares are issued prior to the Effective Date.

The Plan of Arrangement provides that New Gold Shares not deposited together with a duly completed Letter of Transmittal and all other required documents on or before the sixth anniversary of the Effective Date will be deemed to have been surrendered for no consideration to the Purchaser (or its successor(s)).

Effect of the Arrangement on Holders of Incentive Awards

Incentive Awards that are outstanding immediately prior to the Effective Time will be treated in accordance with the Arrangement Agreement and the Plan of Arrangement as summarized below. The Board has authority under the relevant plans governing the Incentive Awards to implement the changes to the Incentive Awards contemplated by the Arrangement such that no separate approval of any Securityholders is required.

Treatment of New Gold Options

Pursuant to the Plan of Arrangement, notwithstanding any vesting or exercise or other provisions to which a New Gold Option might otherwise be subject (whether by contract, the conditions of grant, applicable Law or the terms of the applicable New Gold Option Plan governing such New Gold Option), each New Gold Option shall, without any further action by or on behalf of a holder, be deemed to be fully vested and shall be transferred and assigned by the holder thereof, free and clear of any Liens, to New Gold, and the holder thereof shall be entitled to receive in exchange therefor an amount equal to the Cash Out Value for such New Gold Option (less any applicable withholding in accordance with the Plan of Arrangement) determined as at the Value Determination Date. Upon payment, the name of the holder of such New Gold Option shall be removed from the register of New Gold Options maintained by New Gold, and the New Gold Option Plan and each New Gold Option shall immediately be cancelled and all agreements relating to the New Gold Options shall be terminated and shall be of no further force and effect. New Gold shall pay to the holders of New Gold Options, through the payroll systems of New Gold, all amounts required to be paid under the Plan of Arrangement, less any Tax withholding required under applicable Law or in accordance with the Plan of Arrangement, in respect of such New Gold Options.

Pursuant to the Arrangement Agreement, prior to the Effective Date and conditional upon the Effective Time having occurred, New Gold shall take such action as may be required to conditionally accelerate the vesting of all unvested New Gold Options such that, without further action by or on behalf of the New Gold Option holders, following the Effective Time and pursuant to the Plan of Arrangement, such New Gold Options will be deemed to be cancelled in exchange for the consideration set out in the Plan of Arrangement.

Treatment of New Gold PSUs

Pursuant to the Plan of Arrangement, notwithstanding any vesting or exercise or other provisions to which a New Gold PSU might otherwise be subject (whether by contract, the conditions of grant, applicable Law or the terms of the New Gold LTIP governing such New Gold PSU) each New Gold PSU (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by any person, be terminated in exchange for a cash payment from New Gold to be calculated in accordance with the terms of the New Gold LTIP (except that the calculation of the amounts payable shall be determined as at the Value Determination Date) and the Plan of Arrangement. For the avoidance of doubt: (A) the vesting multiplier applicable to all calculation periods ending on or prior to the Value Determination Date for each New Gold PSU shall be determined based on the terms of the New Gold LTIP; and (B) the vesting multiplier applicable to all calculation periods ending after the Value Determination Date for each New Gold PSU shall be (i) 100%, in the case of Continuing Employees; or (ii) 150% in the case of Non-Continuing Employees (as prescribed by the New Gold LTIP). New Gold will pay to the holders of New Gold PSUs, through the payroll systems of New Gold, all amounts required to be paid to the holders of New Gold PSUs in accordance with the Plan of Arrangement, less any Tax withholding required under applicable Law or in accordance with the Plan of Arrangement, in respect of such New Gold PSUs. In addition, for each holder of New Gold PSUs who is a Continuing Employee, within 30 days following the Effective Date, Coeur will grant Coeur RSUs as retention awards having a value equal to the difference between: (A) the cash payment such holder would have received for such New Gold PSUs as at the Effective Time if treated as a Non-Continuing Employee; and (B) the cash payment such holder actually received for such New Gold PSUs, with such Coeur RSUs vesting as to 50% on the first anniversary of the grant date and as to the remainder on the second anniversary of the grant date.

All New Gold PSUs, including those held by Continuing Employees, are being cashed out because the existing performance measures are specific to New Gold and are not directly or easily transferable to Coeur. To maintain alignment without undertaking a re-design of performance criteria, Continuing Employees receive a cash settlement of their New Gold PSUs determined in the manner described above as at the Value Determination Date, with only the incremental amount they would have received as Non-Continuing Employees delivered as time-vesting Coeur RSUs. This structure simplifies implementation, preserves transactional certainty, and supports retention by requiring the incremental value to be earned over time rather than paid immediately.

Pursuant to the Arrangement Agreement, prior to the Effective Date and conditional upon the Effective Time having occurred, New Gold shall take such action as may be required in order to ensure that all New Gold PSUs shall be fully vested pursuant to the terms of the New Gold LTIP and the Arrangement Agreement such that all the New Gold PSUs will be redeemed by New Gold for cash, to be calculated in accordance with the terms of the New Gold LTIP (except that the calculation of the amounts payable shall be determined as at the Value Determination Date) and the Plan of Arrangement.

Treatment of New Gold DSUs

Pursuant to the Plan of Arrangement, notwithstanding any vesting or exercise or other provisions to which a New Gold DSU might otherwise be subject (whether by contract, the conditions of grant, applicable Law or the terms of the New Gold DSU Plan governing such New Gold DSU) each New Gold DSU (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by any person, be terminated in exchange for a cash payment from New Gold to be calculated in accordance with the terms of the New Gold DSU Plan (except that the calculation of the amounts payable shall be determined as at the Value Determination Date). New Gold will pay to the holders of New Gold DSUs, through the payroll systems of New Gold, all amounts required to be paid to the holders of New Gold DSUs in accordance with the Plan of Arrangement, less any Tax withholding required under applicable Law or in accordance with the Plan of Arrangement, in respect of such New Gold DSUs.

Pursuant to the Arrangement Agreement, notwithstanding any vesting or exercise or other provisions to which a New Gold DSU might otherwise be subject (whether by contract, the conditions of grant, applicable Law or the terms of the New Gold DSU Plan governing such New Gold DSU) each New Gold DSU (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by any person, be terminated in exchange for a cash payment from New Gold to be calculated in accordance with the terms of the New Gold DSU Plan (except that the calculation of the amounts payable shall be determined as at the Value Determination Date).

Treatment of New Gold RSUs

Pursuant to the Plan of Arrangement, notwithstanding any vesting or exercise or other provisions to which a New Gold RSU might otherwise be subject (whether by contract, the conditions of grant, applicable Law or the terms of the New Gold LTIP governing such New Gold RSU) each New Gold RSU (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action by any person, be treated as follows:

Summary of Key Procedural Steps for the Arrangement to Become Effective

The Arrangement is proposed to be carried out under Division 5 of Part 9 of the BCBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

There is no assurance that the conditions set out in the Arrangement Agreement will be satisfied or waived on a timely basis or at all. See “The Arrangement – The Plan of Arrangement” for additional details.

Directors

Following completion of the Arrangement, it is expected that the Combined Company’s board of directors will consist of 11 directors, comprised of: Mitchell J. Krebs, J. Kenneth Thompson, Linda L. Adamany, Paramita Das, Pierre Beaudoin, N. Eric Fier, Jeane L. Hull, Eduardo Luna and Robert E. Mellor from Coeur, and Patrick Godin and one additional member of New Gold’s Board. To ensure continuity at the board level, Patrick Godin and the additional director of New Gold will be appointed to the Coeur Board with effect immediately following the Effective Time. See Appendix I for more information.

Purpose of the Arrangement

The purpose of the Arrangement is to effect the business combination of New Gold and Coeur. Upon completion of the Arrangement, among other things, the Purchaser, a wholly-owned subsidiary of Coeur will acquire all of the issued and outstanding New Gold Shares and New Gold will become an indirect wholly-owned subsidiary of Coeur.

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations among representatives of New Gold and Coeur and their respective legal and financial advisors. The following is a summary of the principal events leading up to the execution of the Arrangement Agreement and the public announcement of the Arrangement.

The Company is primarily focused on the operation of the New Afton and Rainy River mines and pursuing internal growth opportunities through mine optimization and life extension. At the same time, the Board and management also consider external growth opportunities as part of the Company’s overall corporate strategy with the goal of maximizing shareholder value. In that regard, the Board and management regularly assess the relative merits of New Gold’s stand-alone business plan as compared to a wide range of potential alternatives, including acquisitions, business combinations, dispositions, partnerships and joint ventures, among others.

The Board and management discuss these external strategic opportunities on a quarterly basis, as well as in periodic strategy sessions, which include receiving updates and presentations from management and external advisors regarding strategic alternatives. In accordance with its corporate governance guidelines, each meeting of the Board (and, following its formation, the Special Committee) includes an in camera session attended solely by independent directors without members of management present. In addition, in the ordinary course of business, New Gold regularly engages with market participants, both strategic and financial, for the purpose of identifying potential opportunities for collaboration, joint ventures, asset acquisitions or dispositions and, in some cases, corporate-level transactions, all with a view to executing New Gold’s strategic plan and enhancing shareholder value. In appropriate circumstances, New Gold enters into confidentiality agreements to facilitate strategic discussions and enable the exchange of non-public information.

Since the beginning of 2024, New Gold has engaged with several industry peers for the purpose of exploring potential value-enhancing strategic transactions. Where circumstances warranted, the Company entered into confidentiality agreements with certain parties to facilitate information sharing, due diligence and the discussion of potential transaction structures and terms.

In January 2024, following preliminary meetings between the parties, New Gold and an intermediate, publicly traded Canadian mining company (“Party A”) entered into a confidentiality agreement to facilitate information sharing and due diligence.

In February 2024, at the BMO Metals, Mining & Critical Minerals Conference in Florida, among several other meetings scheduled by New Gold, Mr. Patrick Godin, President and Chief Executive Officer of New Gold, and Mr. Ankit Shah, Executive Vice President and Chief Strategy Officer of New Gold, met with Mr. Mitchell Krebs, Chairman, President and Chief Executive Officer of Coeur, and Mr. Thomas Whelan, Senior Vice President and Chief Financial Officer of Coeur and held preliminary, high level discussions about the merits of a potential business combination between New Gold and Coeur.

On March 25, 2024, New Gold and Coeur entered into a mutual confidentiality agreement to further facilitate these discussions, information sharing and due diligence. That same day, Messrs. Godin and Shah also met with Messrs. Krebs and Whelan for dinner in Chicago to engage in further discussions regarding a potential transaction and framework.

During the period between these events and New Gold’s regularly scheduled second quarter Board meeting on July 30, 2024, New Gold continued to facilitate discussions, information sharing and due diligence efforts with both Party A and Coeur. On June 14, 2024, technical and operations members of New Gold’s management team conducted an in-depth presentation for Coeur’s due diligence team on the technical aspects of each of its operations, exploration potential and life of mine plans. On July 15, 2024, Coeur’s management team conducted a reciprocal, in-depth presentation for New Gold’s due diligence team on the technical aspects and exploration potential of each of its operations. During this period, due diligence continued with Party A.

Also during this period, and as part of its overall strategy of creating shareholder value, New Gold announced a transaction with Ontario Teachers’ Pension Plan (“Ontario Teachers”) on May 13, 2024 pursuant to which New Gold repurchased a portion of the royalty interest held by Ontario Teachers in the New Afton mine for a cash purchase price of $255 million which, on closing, increased New Gold’s exposure at the New Afton mine to 80.1% from 54%. New Gold financed a portion of the purchase price by way of a “bought deal” equity financing of 100,395,000 New Gold Shares at a price of $1.72 per New Gold Share which raised aggregate gross proceeds of $172,679,400.

At the Board meeting on July 30, 2024, New Gold’s management team updated the Board on the status of its discussions regarding a potential transaction with Coeur. Management also advised that after extensive due diligence and ongoing engagement held with Party A, Party A had determined to terminate discussions. After deliberation by the Board and discussion with management about the differing views of Coeur and New Gold regarding a framework for a transaction, the Board concluded that despite there being strategic merit to a potential transaction with Coeur, the inability of New Gold and Coeur to agree on a mutually acceptable transaction framework, including the approach to pricing and valuation, posed an obstacle to a strategic transaction at that time. Accordingly, New Gold and Coeur mutually determined to end talks in early August 2024.

Throughout the balance of 2024, New Gold continued to focus on its operations and pursuing internal growth opportunities, achieving commercial production at New Afton’s C-Zone, delivering first ore from the Rainy River underground, and reporting strong exploration results at both sites. The Company maintained ordinary-course engagement with industry peers and reviewed several potential strategic growth opportunities, including the potential acquisition of a junior producing mining company with assets in Canada as well as the potential acquisition of junior development companies and properties within Canada and the United States. Another focus during this period was a refreshment of the Board. Richard O’Brien was appointed to the Board on March 25, 2024 and named Chair effective August 1, 2024. After Mr. O’Brien’s appointment, three additional directors joined the Board and two directors departed between July and September 2024.

On October 4, 2024, Coeur and SilverCrest Metals Inc. (“SilverCrest”) announced that they had entered into an arrangement agreement, pursuant to which a wholly-owned subsidiary of Coeur would acquire all of the issued and outstanding shares pursuant to a plan of arrangement under the BCBCA. Coeur completed its acquisition of SilverCrest on February 14, 2025.

In February 2025, New Gold’s refreshed Board and management met for a strategy session to align on a new vision for the Company’s future and a strategy to pursue growth through a focus on people, operational excellence and external growth opportunities in stable jurisdictions. The Board and management discussed internal and external growth strategies and opportunities as well as key criterion that would guide the Company in its pursuit of these strategies and in seeking out these opportunities. On completion of this session, the Board expressed support for this renewed and focused growth mandate and instructed management to pursue opportunities consistent with this approach, with a particular emphasis on potential transformational corporate transactions in precious metals and copper in North America.

In late February 2025, at the BMO Metals, Mining & Critical Minerals Conference in Florida, New Gold management held several other informal, ordinary course discussions with potential M&A counterparties, including with a private mining company (“Party B”) whose Chief Executive Officer expressed interest in furthering discussions with New Gold with a view to a potential acquisition of New Gold by Party B.

In March 2025, Coeur expressed interest to New Gold in renewing dialogue on a possible transaction. On March 27, 2025, Mr. Godin and Mr. Krebs met for breakfast in Toronto to further discuss details of a conceptual framework for a transaction. As a result of these discussions, the parties agreed that they should amend and extend their confidentiality agreement to facilitate further due diligence and evaluation of a potential transaction.

On March 31, 2025, New Gold and Party B entered into a confidentiality agreement to facilitate the sharing of certain confidential information and allow Party B to conduct due diligence on New Gold.

On April 7, 2025, New Gold announced an agreement to repurchase the balance of Ontario Teachers’ royalty in the New Afton mine for a cash payment of $300 million funded with cash on hand, borrowing from New Gold’s existing revolving credit facility and a gold prepayment financing. This transaction was consistent with New Gold’s internal growth strategy to consolidate its ownership of the New Afton mine to facilitate development opportunities at the mine. The Company also believed that the consolidation of 100% ownership in the New Afton mine would make the Company’s future production and cash flow profile more attractive to potential transaction counterparties.

On April 17, 2025, New Gold and Coeur entered into an amended and restated confidentiality agreement to facilitate further due diligence and the evaluation of a potential transaction.

On April 23, 2025, technical and operations members of New Gold’s management team conducted an in-depth presentation for Party B’s due diligence team, including its financial advisors, on the technical aspects and operations of each of New Gold’s mines, exploration potential and life of mine plans. Party B was also given access to a virtual data room and provided a financial model. New Gold and Party B agreed to continue discussions and facilitate due diligence review.

Following preliminary discussions in which the possibility of a strategic transaction was discussed, on April 28, 2025, New Gold and a publicly traded, intermediate mining company (“Party C”) entered into a confidentiality agreement to facilitate information sharing and reciprocal due diligence.

On April 29, 2025, the Board convened its regular quarterly meeting with New Gold management. At that meeting, the Board discussed, among other things, the potential strategic transactions being considered with Coeur, Party B and Party C, and weighed the relative merits of each party alongside the progress of ongoing due diligence. Concluding that each option could advance the Company’s long-term strategy, the Board recommended that management continue discussions and facilitate further due diligence with all three parties.

On May 5, 2025, New Gold and Party C made reciprocal management presentations regarding their respective operations, exploration potential and life of mine plans, and engaged in detailed discussions on the technical aspects of their respective operations. To support the evaluation, each party provided the other with access to virtual data rooms and shared financial models. Both parties agreed to continue their dialogue and to facilitate a reciprocal due diligence process.

On May 28, 2025, New Gold’s management team made a presentation to Coeur’s management team, which comprised, among other things, a preliminary view of the Company’s long-term upside growth plans at each of its operations. Both parties agreed to continue the due diligence process and to coordinate site visits by representatives of Coeur to each of the New Afton and Rainy River Mines.

Between June 30 and July 2, 2025, representatives of Coeur and New Gold met at New Gold’s New Afton mine in British Columbia and Coeur performed technical due diligence on site.

On July 25, 2025, the Board held a regular quarterly meeting. At that meeting, the Board discussed with management, among other things, the ongoing due diligence process with Coeur and Party C, as discussions with Party B had ended due to differing views of value. The Board considered the relative merits of each transaction framework and recommended that management continue discussions and facilitate further due diligence with both Coeur and Party C as the merits of each potential transaction aligned with the long-term strategic objectives established by the Board earlier in the year.

Following preliminary engagement by New Gold executives, on July 27, 2025, New Gold and a publicly traded, senior precious metals company (“Party D”) entered into a confidentiality agreement to facilitate information sharing and reciprocal due diligence in connection with a possible strategic transaction. Several weeks later, on September 2, 2025, technical and operations members of New Gold’s management team conducted an in-depth presentation for Party D’s due diligence team on the technical aspects of each of its operations, exploration potential and life of mine plans.

Between August 11 and 13, 2025, representatives of Coeur met with representatives of New Gold at New Gold’s Rainy River Mine in Ontario, and Coeur performed technical due diligence on site. Shortly following the site visit, on August 15, 2025, Mr. Godin and Mr. Krebs met in person at Coeur’s Vancouver office to further discuss a potential transaction and technical findings resulting from Coeur’s site visits to New Afton and Rainy River. Both Mr. Godin and Mr. Krebs agreed to continue discussions and the due diligence process.

In the days that followed, Mr. Krebs notified Mr. Godin that Coeur had held a strategic session and that it intended to submit a non-binding letter of intent to New Gold in early September.

On September 8, 2025, Mr. Krebs spoke with Mr. Godin via telephone. During that discussion, Mr. Krebs confirmed that a letter of intent would be forthcoming and outlined the merits of a potential business combination between New Gold and Coeur, including the strategic rationale for the combined business, governance considerations and other key terms that New Gold could expect to see in Coeur’s proposal.

Later that day, New Gold received the non-binding letter of intent (the “LOI”) from Coeur outlining a proposed business combination between Coeur and New Gold pursuant to which Coeur would acquire all of the shares of New Gold in exchange for newly issued shares of Coeur on the basis of 0.4939 Coeur Shares per New Gold Share pursuant to a court-approved plan of arrangement under the BCBCA. As of September 5, 2025, the last trading day prior to receiving the LOI, the consideration proposed in the LOI represented a price of $7.25 per New Gold Share or a premium of 15% to New Gold’s closing price (approximately a 12% premium to New Gold’s 20-day Volume Weighted Average Price (“VWAP”)) and implied a pro forma ownership structure of approximately 62% for Coeur Stockholders and 38% for New Gold shareholders. The LOI also contemplated the addition of Mr. Godin and one other New Gold director to the Coeur Board as well as the granting by New Gold of a six week exclusivity period in order to complete due diligence and negotiate and execute definitive transaction agreements. The opportunity with Coeur contemplated by the LOI was consistent with the focus areas and key criteria of New Gold’s February Board-approved growth strategy and was the first written proposal for a business combination transaction received by New Gold since the Company began exploring value-enhancing strategic transactions in early 2024, despite New Gold’s significant engagement with multiple parties.

On September 9, 2025, senior management of New Gold met with National Bank Financial, the Company’s financial advisor, Davies Ward Phillips & Vineberg LLP (“Davies”), counsel to the Company, and the three directors who would later form the Special Committee — Richard O’Brien (Chair), Ross Bhapu, and Nicholas Chirekos — to discuss the LOI and related matters. National Bank Financial reviewed the terms of the LOI, the strategic merits of a transaction, and the basis on which New Gold could make a counter-proposal to Coeur. The discussion included a review of the volatility in the share prices of Coeur and New Gold and the implications of that volatility for the fixed exchange ratio proposed in the LOI. National Bank Financial also previewed a draft of the materials to be presented to the Board at its meeting scheduled for the following day and invited comments from the directors in attendance and Davies.

On September 10, 2025, the Board, senior management, National Bank Financial and Davies met to discuss the LOI received from Coeur, including the merits of the proposed transaction, the proposed exchange ratio and the potential response by New Gold. Davies provided an overview of the fiduciary duties of directors in the context of a potential change of control transaction and related considerations applicable to various corporate stakeholders, and considerations relevant to the establishment of a special committee of the Board to oversee the negotiation of the potential transaction, which included a review of a form of special committee mandate that would be appropriate in the circumstances. National Bank Financial then gave a presentation regarding the preliminary financial analysis of the LOI, including the proposed exchange ratio and pro forma ownership of the Combined Company, and alternatives available. The Board also discussed with management and National Bank Financial the strategic merits of a transaction with Coeur. National Bank Financial affirmed that while the proposal tabled by Coeur was attractive and was being made at a time when New Gold Shares were trading at an all-time high, there was still a sound basis (including based on precedent transactions) upon which to make a counter-proposal seeking improved deal terms. National Bank Financial also discussed with the Board, among other things, the challenges of fixing an exchange ratio in light of the significant volatility in the market and the run-up in the gold and silver prices over the last several months.

The Board also received an update from management as to the status of discussions with Party C and Party D, with management noting that neither party was actively engaging with the Company in a meaningful way and neither had submitted a proposal. Party C, which initially indicated a desire to conduct due diligence on an expedited basis in furtherance of a potential transaction, slowed its due diligence efforts significantly and appeared to be focused on its own internal operations. Management also advised that discussions with Party D had progressed slowly, noting that the process of settling a confidentiality agreement and scheduling management presentations had taken several weeks and New Gold had not received any substantive follow-up from Party D since those presentations. National Bank Financial reviewed with the Board other prospective parties who might be in a position to transact with New Gold, and the reasons why they would not be expected to transact on terms comparable to those proposed by Coeur in the LOI on a timely basis, if at all.

After considering the advice of National Bank Financial, Davies and management, the Board determined that the proposed transaction contemplated by the LOI was worthy of evaluating further, but that a number of issues would need to be appropriately addressed before exclusivity was granted to Coeur. Among other things, the Board determined that it would be appropriate to seek enhancements to the proposed financial and governance terms in addition to seeking clarity on the scope and timing of Coeur’s remaining due diligence. The Board formed a consensus as to the proposed response to the LOI and established the Special Committee with a mandate to, among other things, review and consider whether the proposed transaction with Coeur would be in the best interests of the Company including, if deemed advisable, negotiating the proposed transaction on behalf of the Company and considering any alternatives available to the Company in the circumstances. The Special Committee subsequently engaged Blake Cassels & Graydon LLP (“Blakes”) as its legal counsel. The Special Committee advised that it would meet the following day to review and approve the draft of a response letter to the LOI consistent with the guidance provided by the Board.

On September 11, 2025, the Special Committee convened a meeting which was also attended by Blakes, Davies, National Bank Financial and members of New Gold senior management to further discuss the LOI and the proposed counter-proposal. The Special Committee also discussed the potential engagement of an independent financial advisor and considered potential candidates.

On September 11, 2025, following the Special Committee meeting, New Gold delivered a response to the LOI stating that the Board and Special Committee did not consider the proposal sufficiently attractive to warrant exclusivity, but that New Gold would be prepared to continue to engage on a non-exclusive basis in an effort to reach a proposal acceptable to the Board. The letter also proposed a framework for establishing an exchange ratio based on a 27% premium to the 20-day VWAP of New Gold and Coeur in order to mitigate against the stock price volatility that had been experienced in the preceding weeks. At the date of the response letter, New Gold’s proposal would have yielded a pro forma ownership structure of approximately 59% for Coeur Stockholders and 41% for New Gold shareholders. Finally, New Gold proposed the addition of three New Gold directors to the Coeur Board, including Mr. Godin, and requested clarification on the scope and timing of Coeur’s remaining due diligence.

On September 12, 2025, representatives of Coeur’s financial advisor, BMO Capital Markets Corp. (“BMO Capital Markets”) and National Bank Financial had a call to discuss the terms of the LOI and New Gold’s response thereto.

On September 13, 2025, Mr. Krebs, Mr. Kenneth Thompson, Lead Independent Director for Coeur, Mr. Godin and Mr. O’Brien met for dinner in Denver, Colorado to discuss the terms of the LOI and New Gold’s response. While all agreed as to the strategic merits of a transaction, Mr. Krebs made it clear that Coeur was not in a position to table a proposal with an exchange ratio that exceeded a 17.5% premium to the 20-day VWAP of Coeur and New Gold at prevailing market prices. On September 15, representatives from BMO Capital Markets and National Bank Financial met in Denver, Colorado to discuss the respective proposals. During this discussion, and despite National Bank Financial’s efforts to elicit a higher premium, BMO Capital Markets advised that Coeur was prepared to deliver a revised letter of intent which would set a framework to establish the exchange ratio at a 17.5% premium to the 20-day VWAP of Coeur and New Gold at the time definitive transaction agreement would be signed.

On September 16, 2025, the Special Committee met with National Bank Financial, Blakes, Davies and senior management to discuss the feedback from BMO Capital Markets. At this meeting, the Special Committee and National Bank Financial discussed the merits of the revised proposal and considered the inherent volatility in the exchange ratio relative to a premium to the market price. Ultimately, following advice from National Bank Financial, the Special Committee determined to proceed with a framework to establish an exchange ratio on the basis of a 17.5% premium to the 20-day VWAP, although the Special Committee recognized that it would need to continue monitoring trading prices to ensure that any transaction that was agreed to appropriately valued the Company. The Special Committee also determined that it would be appropriate to seek a one-year extension to the existing confidentiality agreement with Coeur and to require that the exclusivity period be made mutual. Mr. O’Brien advised that he would canvass the other directors for their feedback on the revised transaction terms. The Special Committee then reconvened later in the evening with National Bank Financial, Blakes, Davies and senior management following Mr. O’Brien’s canvassing of the other directors. Mr. O’Brien confirmed that the directors were comfortable asking Coeur to deliver a revised LOI on the terms proposed, whereupon the Board would be in a position to evaluate the Coeur proposal in detail.

On September 17, 2025, Coeur delivered a revised letter of intent (the “Revised LOI”) which included the proposed framework to establish an exchange ratio based on a 17.5% premium to the 20-day VWAPs of Coeur and New Gold at the time of definitive agreement signing. The Revised LOI also proposed that New Gold would grant exclusivity to Coeur for a period of approximately six weeks and proposed that Mr. Godin and a second New Gold director to be identified later would join the Coeur Board. The Revised LOI implied a pro forma ownership structure of approximately 61% for Coeur Stockholders and 39% for Shareholders based on the prevailing New Gold and Coeur stock prices at that time, but was subject to change as stock prices moved. Also on September 17, 2025, Mr. Godin met with Mr. Krebs to understand the key diligence items that remained outstanding for Coeur and the expected timing for completion of that due diligence.

On September 18, 2025, the Board met with Davies, National Bank Financial and senior management to discuss the Revised LOI and the recommendation of the Special Committee from its September 16 meeting. During this meeting, Mr. Godin reported to the Board on his meeting with Mr. Krebs, the key diligence items identified by Coeur and his views on the terms of the Revised LOI. National Bank Financial then presented its financial analysis regarding the Revised LOI and Davies advised as to the process to obtain regulatory approvals for a proposed transaction. Mr. Godin also reviewed with the Board the status of discussions with the other parties that New Gold had engaged with and confirmed that the status of those negotiations was unchanged from his report to the Board on September 10, 2025. The Board with National Bank Financial also reviewed and revisited the likelihood of engagement from other potential transaction counterparties. The Board determined to make certain changes to the Revised LOI, including to make the proposed exclusivity period mutual, to better define the scope of the parties’ remaining due diligence and to provide for the extension of the parties’ mutual confidentiality agreement. The Board carefully considered the 17.5% premium to the 20-day VWAP of the parties’ respective share prices and determined to proceed on that basis, recognizing that the exchange ratio established in the definitive agreement would have to take into account the relative performance of New Gold and Coeur stock at that time. The Board then instructed the Special Committee to work with the advisors to prepare an updated draft of the Revised LOI to deliver to Coeur for its consideration.

On September 19, 2025, the Special Committee met with Blakes, Davies, National Bank Financial and senior management to discuss the proposed revisions to the Revised LOI reflecting the terms agreed at the September 18 Board meeting. The Special Committee also discussed retaining a second financial advisor to potentially provide an independent fairness opinion, under engagement terms where compensation of the advisor would not be contingent on a successful transaction. Following the meeting, the Special Committee instructed Mr. Godin to send the updated letter to Coeur later that day. On September 24, 2025, Coeur delivered to New Gold a further revised letter of intent (the “Third LOI”) which substantially addressed the comments made by New Gold in its revised draft submitted to Coeur.

On September 25, 2025, the Special Committee met with Blakes, Davies, National Bank Financial and senior management of New Gold to review the Third LOI. The Special Committee instructed the advisors to submit a revised draft with minor changes which the Special Committee would be prepared to recommend to the Board. Later that day, New Gold submitted a revised draft of the Third LOI (the “Final LOI”) which was accepted by Coeur and approved by the Board. The Special Committee also further discussed the retention of an independent financial advisor and instructed Mr. O’Brien to reach out to CIBC World Markets regarding a potential engagement.

The parties proceeded to sign the Final LOI on September 25, 2025, which provided for a mutual period of exclusivity ending on November 3, 2025. Based on the 20-day VWAPs of Coeur and New Gold for the period ending on September 25, 2025, the date on which the Final LOI was fully executed by both parties, the Final LOI implied an exchange ratio of 0.4836 and a pro forma ownership structure of approximately 62% for Coeur Stockholders and 38% for Shareholders. Thereafter, the parties proceeded to conduct reciprocal due diligence and negotiate the terms of the definitive arrangement agreement. This included periodic exchange of questions and answers between advisors and calls between Coeur, New Gold and their respective advisors to respond to various due diligence questions. New Gold also engaged technical and financial consultants as well as local counsel in the United States and Mexico to assist with its due diligence review of Coeur.

On September 26, 2025, Mr. O’Brien and Blakes met with representatives of CIBC World Markets regarding the advice that CIBC World Markets could provide with respect to the potential transaction as an independent financial advisor, including the provision of an independent fairness opinion.

Between September 29 and October 2, 2025, representatives of New Gold’s management team conducted site visits to Coeur’s Rochester mine in Nevada, and the Palmarejo and Las Chispas mines in Mexico. On October 8, 2025, Coeur’s management gave detailed videoconference presentations to New Gold’s technical due diligence team and answered questions regarding Coeur’s Wharf and Kensington mines located in South Dakota and Alaska, respectively.

On October 3, 2025, the Special Committee met with senior management and Blakes to receive an update on due diligence, and to discuss the proposed terms of engagement from CIBC World Markets and the advice that would be sought from CIBC World Markets.

On October 12, 2025, Goodmans LLP (“Goodmans”), counsel to Coeur, sent an initial draft of the Arrangement Agreement to Davies and the parties proceeded to negotiate its terms over the ensuing weeks. Between October 12 and November 2, Davies and Goodmans exchanged drafts of the Arrangement Agreement and the related ancillary transaction agreements and participated in discussions to resolve and settle outstanding issues.

Between October 12 and 19, 2025, representatives from Coeur’s technical and exploration teams conducted additional site visits to New Gold’s New Afton and Rainy River mines.

On October 13, 2025, the Special Committee met with senior management, Blakes, Davies and National Bank Financial to receive an update on the status of the reciprocal due diligence and preliminary feedback regarding the terms of the initial draft of the Arrangement Agreement. The Special Committee also approved the engagement of CIBC World Markets as the Special Committee’s independent financial advisor, representatives of which were in attendance at the meeting. CIBC World Markets’ mandate included, among other things, providing a “long-form” fairness opinion on a fixed-fee basis in respect of the transaction with Coeur, if requested by the Special Committee. Following a discussion of the status of due diligence, it was noted that due to fluctuations in New Gold and Coeur stock prices, the pro forma ownership of the combined entity reflected by the exchange ratio framework would yield 36% for Shareholders and 64% for Coeur Stockholders. The Special Committee agreed that it would continue to monitor these movements, together with its advisors. Davies also shared with the Special Committee an analysis of the issues in the Arrangement Agreement to be presented to the Board on October 16.

On October 16, 2025, the Board held a meeting which was attended by senior management, Davies and National Bank Financial to receive an update on the status of the reciprocal due diligence and to receive a report from Davies on key open issues regarding the terms of the draft Arrangement Agreement and the proposed approach to negotiating those provisions. During this meeting, Davies discussed with the Board the key provisions of the Arrangement Agreements and certain key considerations which included, among other things, a review of deal risks and the means of mitigating those risks. National Bank Financial also provided an update on the trading performance of New Gold and Coeur and its impact on the 20-day VWAP and implied exchange ratio.

On October 23, 2025, the Special Committee met with senior management and representatives of CIBC World Markets and Blakes, in attendance. CIBC World Markets provided its initial financial analysis of a potential business combination with Coeur. The Special Committee discussed the recent trading performance of New Gold and Coeur and the implications for the economics of a fixed premium, and determined that it was not the appropriate time to seek a revision to the proposed terms, while noting that the matter could be revisited following the release by each of New Gold and Coeur of its respective third quarter results the following week.

On October 26, 2025, the Special Committee met with representatives of senior management, CIBC World Markets, National Bank Financial and Blakes to receive an update on the proposed transaction with Coeur. The Special Committee reviewed the recent movements in the share prices of New Gold and Coeur and discussed the implications of such movements for the proposed exchange ratio and the premium to market. In light of prevailing trading dynamics and anticipated market reactions to quarterly results, the Special Committee concluded that, at the appropriate time, the exchange ratio would need to be revisited to ensure appropriate value attribution as between New Gold and Coeur shareholders.

On October 28, 2025, the Board held a regularly scheduled meeting to approve its quarterly financial results and press release. Senior management, Davies and National Bank Financial were also in attendance to provide the Board with an update on the status of reciprocal due diligence, financial analysis from National Bank Financial and the current status of key open issues on the Arrangement Agreement. As part of the financial analysis, National Bank Financial highlighted for the Board that the 17.5% premium to the 20-day VWAP of Coeur and New Gold now implied a pro forma ownership structure of approximately 66% for Coeur Stockholders and 34% for Shareholders, underscoring the likely need to re-engage with Coeur on the exchange ratio.

After the close of markets on October 28, 2025, New Gold reported financial and operating results for the quarter and nine-months ended September 30, 2025, with third quarter production of 115,213 ounces of gold and 12 million pounds of copper, at an operating expense of $874 per gold ounce sold (co-product basis) and all-in sustaining costs of $966 per gold ounce sold (by-product basis). In addition, record quarterly production at Rainy River contributed to strong cash flow from operations of $301 million and record quarterly free cash flow of $205 million, highlighted by a record $183 million of quarterly free cash flow from Rainy River.7

After the close of markets on October 29, 2025, Coeur reported record third quarter 2025 financial results, including revenue of $555 million and cash flow from operating activities of $238 million and record quarterly net income from continuing operations of $267 million, or $0.41 per share.

On October 30, 2025, the Special Committee met with senior management and representatives from Blakes and CIBC World Markets to review the status of negotiations with Coeur in light of the parties’ respective third quarter results and recent trading dynamics. The Special Committee received updated financial analyses regarding the proposed exchange ratio and premium to market, discussed likely shareholder expectations and the implications of alternative premium constructs, and considered the appropriate framework for resolving the exchange ratio consistent with the parties’ prior letters of intent. The Special Committee also discussed certain commercial terms, including deal protection mechanisms and risk allocation. Following deliberations, the Special Committee determined to recommend to the Board that the Company seek adjustments to the economics of the transaction to achieve a pro forma split between Coeur and Shareholders that was more in-line with the Coeur’s original proposal.

Later in the evening on October 30, 2025, representatives of BMO Capital Markets contacted representatives of National Bank Financial during which the financial advisors discussed the status of various open issues and the fact that the parties may need to revisit the proposed framework for establishing the exchange ratio in light of recent trading prices.

On October 31, 2025, the Board met with members of New Gold’s senior management, Davies and National Bank Financial to receive an update regarding discussions on key deal terms and the impact of recent trading on the proposed framework to establish the exchange ratio. National Bank Financial provided a transaction update which included the impact of the trading price of New Gold and Coeur on the implied exchange ratio. National Bank Financial remarked that at the time that the Final LOI was entered into, New Gold had opted for a fixed 20-day VWAP in order to mitigate against daily price volatility. However, extremely volatile trading prices coupled with material news events in the form of each party’s third quarter financial results have rendered prior trading irrelevant, suggesting a need to re-open the pricing and exchange ratio discussion. After canvassing potential approaches with the advisors and receiving the Special Committee’s recommendation, the Board instructed Mr. Godin to contact Mr. Krebs and propose an exchange ratio that was reflective of a 17.5% premium to the close of New Gold’s stock price on the NYSE American on October 31, which was expected to bring the pro forma ownership in-line with what the proposal in the original LOI. Mr. Godin was also instructed to seek resolution on the outstanding key deal terms.

7        “Free cash flow” is a non-GAAP financial measure. Refer to the information under the heading “Non- GAAP Measures” for further information.

Shortly following that meeting, Mr. Godin spoke with Mr. Krebs to communicate the Special Committee’s proposal regarding the exchange ratio and advise as to the Company’s position on the outstanding key deal terms.

Following the close of markets that day, Mr. Krebs contacted Mr. Godin and proposed a premium of 16% to New Gold’s closing price on the NYSE American on October 31, 2025 (implying an exchange ratio of 0.4959 Coeur Shares per New Gold Share) and advised that the Coeur Board would not proceed at a premium in excess of that amount. Mr. Krebs and Mr. Godin also further discussed the potential resolution of the outstanding key deal terms in the Arrangement Agreement.

Later that evening, following Mr. Krebs’ call to Mr. Godin, the Special Committee met with members of senior management, Davies, National Bank Financial and CIBC World Markets to discuss Coeur’s proposal. After deliberation and consultation with its financial and legal advisors, the Special Committee determined to recommend that the Board proceed on the basis of the 0.4959 exchange ratio proposed by Coeur, which implied a pro forma ownership structure of approximately 62% for Coeur Stockholders and 38% for Shareholders, representing a slight increase to the exchange ratio and an increase in value of 17% over the value ascribed to the consideration in the initial LOI tabled by Coeur on September 8, 2025.

The Board then met on the morning of November 1, 2025 with members of senior management and New Gold’s financial and legal advisors to receive the update from the Special Committee and its recommendation regarding the exchange ratio. Mr. Godin also reported on the remaining outstanding issues in the Arrangement Agreement. After deliberation and consultation with its financial and legal advisors, the Board determined to accept the Special Committee’s recommendation regarding the exchange ratio and instructed management and the advisors to seek to finalize the terms of the Arrangement Agreement with Coeur and its advisors.

In the morning of November 2, 2025, the Special Committee convened a meeting which was also attended by the other directors, members of senior management, CIBC World Markets, Blakes and Davies. Davies provided a presentation summarizing the key terms of the Arrangement Agreement, and the questions of the Special Committee and Board members regarding the Arrangement and the Arrangement Agreement were addressed by senior management and Davies to the satisfaction of the Special Committee and the other directors in attendance. Mr. Godin advised that the remaining outstanding issues under the Arrangement Agreement had been resolved in a discussion with Mr. Krebs earlier that day, subject to legal counsel for Coeur and New Gold agreeing on the wording in the Arrangement Agreement. Mr. Godin summarized the agreed position on each issue and responded to questions from the directors.

CIBC World Markets made presentations setting out its financial analysis, whereupon CIBC World Markets provided its oral opinion that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the New Gold shareholders. Following delivery of CIBC World Markets’ opinion, the Special Committee reviewed the Arrangement Agreement with Davies and CIBC World Markets. After discussion, careful deliberation, and further consultation with its financial and legal advisors, the Special Committee unanimously determined that the Arrangement is fair and reasonable to the Shareholders and in the best interests of New Gold and resolved to recommend that the Board so approve the Arrangement Agreement and recommend that shareholders vote in favour of the Arrangement Resolution.

Immediately following the Special Committee meeting, the Board convened a meeting with National Bank Financial, CIBC World Markets, Davies and senior management in attendance. National Bank Financial presented its financial analysis of the transaction to the Board and provided its oral opinion that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Davies provided an update to the Board on the Arrangement Agreement, confirming that any outstanding points had been addressed to the satisfaction of legal counsel and senior management. The Board received the report and recommendation of the Special Committee that the Board approve the Arrangement Agreement and the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution.

After discussion, careful deliberation, and further consultation with its financial and legal advisors, the Board considered the fairness opinions, the recommendation of the Special Committee, and the benefits and risks of the potential combination. Satisfied that the benefits of the Arrangement outweighed the risks, the Board unanimously determined that the Arrangement is fair to the Shareholders and is in the best interests of the Company, and unanimously resolved to recommend that the Shareholders vote in favour of the Arrangement Resolution.

Later that evening, following the Board’s approval, the parties executed and delivered the Arrangement Agreement, and the directors and officers of each of Coeur and New Gold executed and delivered the Support and Voting Agreements.

Prior to the opening of markets on November 3, 2025, New Gold and Coeur issued a joint news release publicly announcing the execution of the Arrangement Agreement and the proposed Arrangement that would combine the businesses of New Gold and Coeur. As announced by the parties on November 3, 2025, the exchange ratio of 0.4959 shares of Coeur for each New Gold Share implied consideration of $8.51 per New Gold Share representing a 16% premium to the October 31, 2025 closing price of New Gold on the NYSE American, representing incremental value of $1.26 (or approximately 17%) relative to the per-share value offered in the original LOI. Upon completion of the transaction, existing Coeur Stockholders and Shareholders will own approximately 62% and 38% of the outstanding shares of the Combined Company, respectively.

Recommendation of the Special Committee

After careful consideration of the terms of the Arrangement and alternatives thereto, including the prospect of proceeding independently to pursue the Company’s current business plan, consideration of briefings from senior management, consultations with its legal and financial advisors, receipt of the Fairness Opinions and such other matters as it considered necessary, the Special Committee unanimously:

Recommendation of the Board

The Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement Agreement and the Arrangement, and after consulting with its financial and legal advisors, including having received and taken into account the Fairness Opinions, the unanimous recommendation of the Special Committee and such other matters as it considered necessary and relevant, including the factors set out in this Circular under the heading “The Arrangement – Reasons for the Recommendation of the Special Committee and the Board”, unanimously:

Reasons for the Recommendation of the Special Committee and the Board

In the course of their evaluation of the Arrangement, the Special Committee and the Board considered a number of factors, including those listed below, with the benefit of input from New Gold’s senior management, and the financial advisors and legal counsel to the Company and the Special Committee.

The following is a summary of the principal reasons for the unanimous recommendation of the Board that Shareholders VOTE FOR the Arrangement Resolution:

8          “EBITDA” is a non-GAAP financial measure. Refer to the information under the heading “Non-GAAP Measures” for further information.

9         “Free cash flow” is a non-GAAP financial measure. Refer to the information under the heading “Non- GAAP Measures” for further information.

In making their determinations and recommendations, the Special Committee and the Board also observed the procedural safeguards that protect the interests of New Gold, the Shareholders and New Gold’s other stakeholders, including, among others:

In making their determinations and recommendations with respect to the Arrangement, the Special Committee and the Board also considered a number of potential risks and potential negative factors, which the Special Committee and the Board concluded were outweighed by the positive substantive and procedural factors of the Arrangement described above, including the following and the risks described under the heading “Risk Factors”:

The foregoing summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes the material information and factors considered by the Special Committee and the Board in their consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Board’s evaluation of the Arrangement, the Special Committee and the Board did not find it practicable to and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching their conclusions and recommendations. In addition, individual members of the Special Committee and the Board may have assigned different weights to different factors in reaching their own conclusion as to the fairness of the Arrangement.

The Board’s and Special Committee’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. This information should be read in light of the factors described under the heading “Risk Factors” below.

Fairness Opinions

CIBC World Markets Fairness Opinion

The Special Committee entered into an engagement letter with CIBC World Markets, independent financial advisor to the Special Committee, pursuant to which, among other things, CIBC World Markets agreed to prepare and deliver a “long form” opinion, addressed to the Special Committee, as to the fairness of the Consideration, from a financial point of view, to Shareholders.

At a meeting of the Special Committee held on November 2, 2025, the Special Committee received an oral version of the CIBC World Markets Fairness Opinion from CIBC World Markets, which was subsequently confirmed in writing, to the effect that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications described therein, the Consideration is fair, from a financial point of view, to Shareholders.

The full text of the CIBC World Markets Fairness Opinion, which sets forth, among other things, the credentials and independence of CIBC World Markets, the information reviewed and matters considered, and the assumptions, limitations and qualifications of CIBC World Markets in connection with rendering its opinion, and the methodologies applied in rendering its opinion, is attached to this Circular as Appendix E. The CIBC World Markets Fairness Opinion does not constitute, and should not be construed as, a recommendation as to how any Shareholder should vote or otherwise act with respect to any matters relating to the Arrangement, or whether to proceed with the Arrangement or any related transaction. The CIBC World Markets Fairness Opinion is among a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the CIBC World Markets Fairness Opinion is qualified in its entirety by reference to the full text of the CIBC World Markets Fairness Opinion, and Shareholders are urged to read the CIBC World Markets Fairness Opinion in its entirety.

The CIBC World Markets Fairness Opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date of the CIBC World Markets Fairness Opinion and the respective conditions and prospects, financial and otherwise, of each of New Gold and Coeur, as applicable, as they were reflected in the information and documents reviewed by CIBC World Markets, and as they were represented to CIBC World Markets in its discussions with the management of New Gold and its affiliates and advisors. Subsequent developments may affect the CIBC World Markets Fairness Opinion. CIBC World Markets has disclaimed any obligation to update its CIBC World Markets Fairness Opinion or to advise any person of any change affecting the CIBC World Markets Fairness Opinion which may come or be brought to the attention of CIBC World Markets after the date of the CIBC World Markets Fairness Opinion. The CIBC World Markets Fairness Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to New Gold.

CIBC World Markets acted as independent financial advisor to the Special Committee in connection with the Arrangement. Under the engagement letter with CIBC World Markets, New Gold agreed to pay CIBC World Markets a fixed fee for the delivery of the CIBC World Markets Fairness Opinion to the Special Committee. No amount of the fee payable to CIBC World Markets was or is contingent on the conclusions reached in the CIBC World Markets Fairness Opinion or on the outcome of the Arrangement. New Gold has also agreed to indemnify CIBC World Markets and certain related persons against certain liabilities in connection with its engagement and to reimburse CIBC World Markets for reasonable fees and expenses incurred by it in connection with services rendered under its engagement letter. The Special Committee took the foregoing fee structure into account when considering the CIBC World Markets Fairness Opinion.

In the ordinary course of its business and unrelated to the Arrangement, CIBC World Markets and certain of its affiliates act as traders and dealers, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of one or more of the parties to the Arrangement and, from time to time, may have executed transactions on behalf of one or more of the parties to the Arrangement for which CIBC World Markets or such affiliates received or may receive compensation. As investment dealers, CIBC World Markets and certain of its affiliates conduct research on securities and may, in the ordinary course of business and unrelated to the Arrangement, provide research reports and investment advice to clients on investment matters, including with respect to one or more of the parties to the Arrangement.

National Bank Financial Fairness Opinion

New Gold entered into an engagement letter with National Bank Financial, financial advisor to New Gold, pursuant to which, among other things, National Bank Financial agreed to prepare and deliver the National Bank Financial Fairness Opinion addressed to the Board, as to the fairness of the Consideration, from a financial point of view, to Shareholders.

At a meeting of the Board held on November 2, 2025, the Board received an oral version of the National Bank Financial Fairness Opinion from National Bank Financial, which was subsequently confirmed in writing, to the effect that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications described therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders.

The full text of the National Bank Financial Fairness Opinion, which sets forth, among other things, the credentials and independence of National Bank Financial, the assumptions made, information reviewed and matters considered, and the limitations and qualifications on the review undertaken by National Bank Financial in connection with its opinion, is attached to this Circular as Appendix F. The National Bank Financial Fairness Opinion does not constitute a recommendation as to how any Shareholder should vote in respect of the Arrangement. In addition, the National Bank Financial Fairness Opinion does not address the relative merits of the Arrangement as compared to other business strategies or transactions that might be available with respect to New Gold or New Gold’s underlying business decision to effect the Arrangement or any other term or aspect of the Arrangement or the Arrangement Agreement or any other agreement entered into or amended in connection with the Arrangement. The National Bank Financial Fairness Opinion is among a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the National Bank Financial Fairness Opinion is qualified in its entirety by reference to the full text of the National Bank Financial Fairness Opinion, and Shareholders are urged to read the National Bank Financial Fairness Opinion in its entirety.

The National Bank Financial Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the National Bank Financial Fairness Opinion and the conditions and prospects, financial and otherwise, of New Gold and Coeur, as applicable, as they were reflected in the information and documents reviewed by National Bank Financial, and as they were represented to National Bank Financial, in its discussions with the management and the directors of New Gold. National Bank Financial has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the National Bank Financial Fairness Opinion which may come or be brought to the attention of National Bank Financial after the date of the National Bank Financial Fairness Opinion.

Under the engagement letter with National Bank Financial, New Gold has agreed to pay National Bank Financial a fee for its services, including a fixed fee for the delivery of the National Bank Financial Fairness Opinion, regardless of its conclusions, and a fee conditional upon the successful completion of the Arrangement. New Gold has also agreed to indemnify National Bank Financial and certain related persons against certain liabilities in connection with its engagement and to reimburse National Bank Financial for reasonable fees and expenses incurred in connection with services rendered under its engagement letter. The Board took the foregoing fee structure into account when considering the National Bank Financial Fairness Opinion.

National Bank Financial is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, National Bank Financial and its affiliates may: (a) hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities of New Gold, Coeur, or any other company that may be involved in the Arrangement or related derivative securities in any capacity; (b) conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the Arrangement; and (c) in the normal course of business, act as financial advisor, lender, underwriter or in other capacities for third parties that may be competitors, equityholders, creditors, suppliers or clients of New Gold.

The Plan of Arrangement

The Plan of Arrangement sets out the steps and actions by which the Arrangement will be effected. The following is a summary only of the steps that will occur under the Plan of Arrangement on the Effective Date if all conditions to the completion of the Arrangement have been satisfied or waived. The following description of steps is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix D to this Circular.

Pursuant to the Plan of Arrangement, commencing at the Effective Time, the following will occur sequentially in the following order, with each such step after the first occurring five minutes after the preceding step (except where otherwise indicated), and without any further authorization, act or formality on the part of any person:

All Consideration Shares issued pursuant to the Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares.

Procedure for Exchange of New Gold Shares and Letter of Transmittal

Enclosed with this Circular as sent to registered Shareholders is the Letter of Transmittal which, when properly completed and duly executed and returned to the Depositary together with a share certificate(s) or DRS Advice representing New Gold Shares and all other required documents in accordance with the instructions in the Letter of Transmittal, will enable each registered Shareholder to receive the Coeur Shares to which such Shareholder is entitled as Consideration under the Arrangement.

The Letter of Transmittal sets out the details to be followed by each registered Shareholder (other than Dissenting Shareholders) for delivering the share certificate(s) or DRS Advice held by such registered Shareholder to the Depositary. In order to receive the certificates or the DRS Advice representing Coeur Shares which the registered Shareholder is entitled to receive on completion of the Arrangement, registered Shareholders must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the applicable validly completed and duly signed Letter of Transmittal together with the share certificate(s) or DRS Advice representing the registered Shareholder’s New Gold Shares and such other documents and instruments as Coeur or the Depositary may reasonably require.

Provided that a registered Shareholder has returned a properly completed and executed Letter of Transmittal and has presented and surrendered the share certificate(s) or DRS Advice representing such registered Shareholder’s New Gold Shares to the Depositary, together with such other documents and instruments as Coeur or the Depositary may reasonably require as set forth in the Letter of Transmittal, the Depositary will cause the Coeur Shares to be issued to such Shareholder as Consideration under the Arrangement, less any applicable Tax withholdings pursuant to the Arrangement, following the Effective Time. The Coeur Shares issued as Consideration under the Arrangement will be either: (a) issued and mailed in accordance with the instructions provided by the registered Shareholder in its Letter of Transmittal; (b) held for pick-up at the offices of the Depositary if directed by the registered Shareholder in its Letter of Transmittal; or (c) if no instructions are provided by the registered Shareholder in the Letter of Transmittal, issued in the name of the registered Shareholder and mailed to the address of the registered Shareholder as it appears in the register of Shareholders of New Gold.

A registered Shareholder that does not deposit a properly completed and executed Letter of Transmittal with the Depositary or who does not surrender the share certificate(s) or DRS Advice representing such registered Shareholder’s New Gold Shares in accordance with the Letter of Transmittal or does not otherwise comply with the requirements of the Letter of Transmittal and the instructions therein will not receive Coeur Shares issued as Consideration under the Arrangement until the registered Shareholder deposits with the Depositary a properly completed and executed Letter of Transmittal and the certificate(s) or DRS Advice representing the registered Shareholder’s New Gold Shares.

If the Arrangement is not completed, the Letter of Transmittal and the tax instruction letter will be of no effect and the Depositary will return all deposited share certificate(s) to the registered Shareholder as soon as possible. The Letter of Transmittal is also available on New Gold’s website at www.newgold.com or on New Gold’s issuer profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Additional copies of the Letters of Transmittal will also be available from the Depositary at corporateactions@computershare.com or at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.

Only registered Shareholders are required to submit a Letter of Transmittal. The exchange of New Gold Shares for the Consideration Shares in respect of any non-registered (beneficial) Shareholder is expected to be made with the intermediary (i.e., the broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) of the non-registered (beneficial) Shareholder’s intermediary account through the procedures in place for such purposes between CDS or DTC and such intermediary, as applicable, with no further action required by the non-registered (beneficial) Shareholder. Any non-registered (beneficial) Shareholder whose New Gold Shares are registered in the name of an intermediary should contact that intermediary if they have any questions regarding this process and to arrange for such intermediary to complete the necessary steps to ensure that they receive the Consideration in respect of their New Gold Shares.

The method used to deliver a Letter of Transmittal, any accompanying certificate(s) or DRS Advice(s) representing New Gold Shares and any other accompanying documents or instruments, if any, is at the option and risk of the relevant Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. New Gold recommends that the necessary documentation be hand delivered to the Depositary and a receipt therefor be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Under no circumstances will interest accrue on the Consideration Shares that a Shareholder is entitled to receive upon depositing certificate(s) or DRS Advice(s) representing New Gold Shares pursuant to the Plan of Arrangement.

From and after the Effective Time, each certificate or DRS Advice that immediately prior to the Effective Time represented one or more New Gold Shares will be deemed to represent only the right to receive in exchange therefor the Consideration Shares the holder of such certificate or DRS Advice, as applicable, is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

It is recommended that registered Shareholders complete, sign and return the Letter of Transmittal with the accompanying share certificate(s) representing their New Gold Shares to the Depositary as soon as possible.

If you have any questions or need assistance voting, you can contact Kingsdale Advisors at 1-866-581-1477 (toll-free in North America) or 1-437-561-5022 (text and call enabled outside of North America) or by email at contactus@kingsdaleadvisors.com. To obtain current information about voting your New Gold Shares and the Arrangement, please visit www.VoteNewGold.com.

Fractional Shares

No fractional Consideration Shares will be issued pursuant to the Plan of Arrangement. Where the aggregate number of Coeur Shares to be issued to a Shareholder as Consideration under the Arrangement would result in a fractional Consideration Share being issuable, such fractional Consideration Share shall be rounded up to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing 0.5 or more of a Coeur Share and shall be rounded down to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing less than 0.5 of a Coeur Share.

Lost Certificates

In the event that any certificate which, immediately prior to the Effective Time, represented one or more outstanding New Gold Shares, which were exchanged in accordance with the Plan of Arrangement, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the aggregate Consideration which such holder is entitled to receive in accordance with the Plan of Arrangement. When authorizing such delivery of the aggregate Consideration which such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom the Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to Coeur and the Depositary in such amount as Coeur and the Depositary may direct (each acting reasonably), or otherwise indemnify Coeur and the Depositary and/or any of their respective representatives or agents in a manner satisfactory to Coeur and the Depositary (each acting reasonably), against any claim that may be made against Coeur or the Depositary and/or any of their respective representatives or agents with respect to the certificate alleged to have been lost, stolen or destroyed.

Extinction of Rights

Any certificate or DRS Advice which immediately prior to the Effective Time represented outstanding New Gold Shares that were exchanged pursuant to the Plan of Arrangement that is not deposited with all other instruments required by the Plan of Arrangement on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature as a securityholder of New Gold or Coeur, as applicable. On such date, the Consideration Shares, as applicable, to which the former registered holder of the certificate or DRS Advice referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to the Purchaser (or its successor(s)). None of Coeur, the Purchaser, New Gold or the Depositary shall be liable to any person in respect of any Consideration Shares (or dividends, distributions and interest in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Accordingly, former Shareholders who deposit with the Depositary any certificate(s) or DRS Advice(s) representing the New Gold Shares held by such Shareholder after the sixth anniversary of the Effective Date will not receive the Consideration or any other consideration in exchange therefor and will not own any interest in New Gold, Coeur or the Combined Company and will not be paid any compensation.

Mail Service Interruptions

Notwithstanding the provisions of the Arrangement Agreement, this Circular and the Letter of Transmittal, DRS Advice(s) representing the Consideration Shares and any certificate(s) or DRS Advice(s) representing New Gold Shares to be returned, if applicable, will not be mailed if Coeur determines that delivery thereof by mail may be delayed.

Persons entitled to DRS Advice(s), cheques and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Letter of Transmittal related thereto was deposited until such time as Coeur has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, DRS Advice(s), cheques and other relevant documents not mailed for the foregoing reason will be conclusively delivered on the first day upon which they are available for delivery at the office of the Depositary at which the New Gold Shares were deposited.

Withholding Rights

Coeur, New Gold, the Depositary, their respective subsidiaries and any other person on their behalf, shall be entitled to deduct and withhold from any amounts payable to any person pursuant to the Arrangement and under the Arrangement Agreement and the Plan of Arrangement, including amounts distributed to any former Shareholder or former holders of Incentive Awards, such amounts as Coeur, New Gold, the Depositary and their respective subsidiaries, or any person on behalf of any of the foregoing, is or may be required or permitted to deduct or withhold with respect to such payment under the Tax Act, the U.S. Tax Code, or any provision of local, state, federal, provincial or foreign Law, in each case, as amended, or under the administrative practice of the relevant Governmental Entity administering such Law, and to request from any recipient of any payment under the Plan of Arrangement any necessary tax forms or any other proof of exemption from withholding or any similar information. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes in connection with the Plan of Arrangement as having been paid to the person to whom such amounts would otherwise have been paid. Any person that deducts or withholds any such amount pursuant to the Plan of Arrangement shall remit such deducted or withheld amounts to the applicable Governmental Entity. Coeur, New Gold, the Depositary, their respective subsidiaries, and any person on behalf of the foregoing, as the case may be, is authorized to sell or otherwise dispose of such portion of the Consideration as is necessary in order to fully fund such liability, and such person shall remit any unapplied balance of the net proceeds of such sale to the holder.

Stock Exchange Matters

New Gold is a reporting issuer under the securities laws of each province and territory of Canada. The New Gold Shares are listed and posted for trading on the TSX and the NYSE American, in each case, under the symbol “NGD”.

On October 31, 2025, the last trading day prior to announcement of the Arrangement, the closing price of the New Gold Shares on the TSX and NYSE American was C$10.33 and $7.34, respectively.

As soon as practicable following completion of the Arrangement, Coeur intends to apply to the applicable Canadian Securities Authorities, the TSX and the NYSE American, as applicable, to have New Gold cease to be a reporting issuer and to have the New Gold Shares delisted from the TSX and NYSE American.

Coeur is a reporting issuer under the securities laws of each province of Canada. The Coeur Shares are listed on the NYSE under the symbol “CDE” and it is a condition of the Arrangement that the Consideration Shares to be issued or issuable in connection with the Arrangement are approved for listing on the NYSE (subject only to official notice of issuance) and TSX (subject only to customary conditions). Accordingly, in connection with the Arrangement, Coeur will submit an application to list its Coeur Shares on the TSX. Upon listing its Coeur Shares on the TSX, Coeur will be required to comply with the TSX’s ongoing listing requirements, including those set out in the TSX Company Manual.

For information with respect to the trading history of the New Gold Shares and Coeur Shares, see “Information Concerning New Gold – Price Range and Trading Volumes of New Gold Shares” and “Information Concerning Coeur – Price Range and Trading Volumes of Coeur Shares”, in Appendix G and Appendix H to this Circular, respectively.

Approvals Required for the Arrangement

New Gold Shareholder Approval

In order to become effective, the Arrangement Resolution will require the affirmative vote of: (a) at least two-thirds of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to the New Gold Shares beneficially owned by Patrick Godin, President, Chief Executive Officer and director of New Gold (as required by MI 61-101) and as more particularly described in “Business Combination Under MI 61-101 – Minority Approval Requirements” in this Circular. See “The Meeting – Business of the Meeting”.

If Shareholders fail to approve the Arrangement Resolution by the requisite majorities, the Arrangement will not be completed.

In the absence of any instruction to the contrary, New Gold Shares represented by proxies received by management will be voted FOR the Arrangement Resolution.

Notwithstanding the approval of the Arrangement Resolution by Shareholders at the Meeting, the Arrangement Resolution authorizes the Board, without further notice to or approval of the Shareholders, to modify, supplement or amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, or subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.

Coeur Stockholder Approvals

Pursuant to section 312.03(c) and section 312.07 of the NYSE Listed Company Manual, the Coeur Stock Issuance must be approved by at least a majority of the votes cast virtually in person or represented by proxy at the Coeur Meeting. As required by the certificate of incorporation of Coeur and the DGCL, the Coeur Charter Amendment must be approved by at least a majority of the votes cast virtually in person or represented by proxy at the Coeur Meeting. If either the Coeur Stock Issuance or the Coeur Charter Amendment is not approved by the Coeur Stockholders, the Arrangement cannot be completed.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under section 291 of the BCBCA. Prior to mailing this Circular, New Gold obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and other procedural matters. Copies of the Interim Order and the Petition and Notice of Hearing of Petition for the Final Order are attached as Appendix B and Appendix C, respectively, to this Circular.

The Court hearing in respect of the Final Order is expected to take place on January 30, 2026 at 9:45 a.m. (Pacific Time) at the Vancouver Law Courts, or as soon thereafter as counsel may be heard, subject to the terms of the Arrangement Agreement, the approval of the Arrangement Resolution at the Meeting and the approval of the Coeur Stockholder Approvals at the Coeur Meeting.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. At the Final Order hearing, the Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. There can be no assurance that the Court will approve the Arrangement on the terms as presented. At the Final Order hearing, the Court will be informed that New Gold and Coeur intend to rely on the Section 3(a)(10) Exemption for the issuance of Coeur Shares as consideration pursuant to the Arrangement on the basis of the Court’s approval of the Arrangement.

Under the terms of the Interim Order, any holder of New Gold Shares and any other interested person will have the right to appear at the Final Order hearing and make submissions, subject to such party filing with the Court and serving upon New Gold, through New Gold’s Corporate Secretary, and by service upon counsel to New Gold, Lawson Lundell LLP (Attention: Craig A.B. Ferris, K.C. and Jane Mayfield) and Davies Ward Phillips & Vineberg LLP (Attention: Chantelle Cseh and Rui Gao), in each case at the address set out below, a Response to Petition in the form required by the rules of the Court, and any additional affidavits or other materials on which a party intends to rely in connection with any submissions at such hearing, including such party’s address for service, as soon as reasonably practicable, and, in any event, by no later than 4:00 p.m. (Pacific Time) on January 27, 2026. The Response to Petition and supporting materials must be delivered, within the time specified, to New Gold at the following address:

New Gold Inc.

181 Bay Street, Suite 3320

Toronto, ON M5J 2T2

Attention: General Counsel

Email: general.counsel@newgold.com

With a copy to:

Lawson Lundell LLP
1600 - 925 West Georgia Street,
Vancouver, BC
V6C 3L2
Attention: Craig A.B. Ferris, K.C. and Jane Mayfield
Email: cferris@lawsonlundell.com and jmayfield@lawsonlundell.com

and to:

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West, 40th Floor

Toronto, ON

M5V 3J7

Attention: Chantelle Cseh and Rui Gao

Email: ccseh@dwpv.com and rgao@dwpv.com

If the Final Order hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served and filed a Response to Petition in compliance with the Interim Order will be given notice of the new date.

CNA Approval

Pursuant to Mexican Antitrust Law, concentrations that satisfy applicable monetary thresholds trigger the obligation of economic agents to notify and obtain authorization from the CNA before the concentration is consummated. Transactions subject to CNA authorization that close prior to obtaining such authorization will have no legal effect and will be deemed null and void. Pursuant to the Arrangement Agreement, the authorization of the CNA is a mutual condition to the completion of the Arrangement.

The steps to obtain authorization from the CNA under Mexican Antitrust Law are substantially as follows:

On December 3, 2025, the Parties filed a notification with the CNA with respect to the transactions contemplated by the Arrangement Agreement. As of the date of this Circular, the review of the transactions contemplated by the Arrangement Agreement by the CNA is ongoing and the CNA Approval required under the Arrangement Agreement has not yet been obtained.

Competition Act Approval

Part IX of the Competition Act and the regulations promulgated thereunder, as amended, require that parties to certain prescribed classes of transactions provide notifications to the Commissioner where the applicable thresholds set out in sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“Notifiable Transactions”). Subject to certain limited exceptions, a Notifiable Transaction cannot be completed until the parties to the Notifiable Transaction have each submitted the information prescribed pursuant to subsection 114(1) of the Competition Act (a “Notification”) to the Commissioner and the applicable waiting period has expired, has been terminated early or the appropriate Waiver (as defined below) has been provided by the Commissioner. The waiting period is 30 days after the day on which the parties to the Notifiable Transaction have submitted their respective complete notifications.

Parties to a Notifiable Transaction are entitled to complete such Notifiable Transaction at the end of the 30-day period, unless the Commissioner notifies the parties, pursuant to subsection 114(2) of the Competition Act, that the Commissioner requires additional information that is relevant to the Commissioner’s assessment of the Notifiable Transaction (a “Supplementary Information Request”). In the event that the Commissioner issues a Supplementary Information Request, the Notifiable Transaction cannot be completed until 30 days after compliance with such Supplementary Information Request, provided that there is no order issued by the Competition Tribunal in effect prohibiting completion at the relevant time. The Commissioner’s substantive assessment of a Notifiable Transaction may extend beyond the statutory waiting period. Where a transaction is not completed within one year of the filing of a Notification or such longer period as the Commissioner may specify, Part IX of the Competition Act applies as if no notice was given or information supplied.

In addition to, or as an alternative to, filing a Notification, a party to a Notifiable Transaction may apply to the Commissioner for an Advance Ruling Certificate confirming that the Commissioner is satisfied that he or she does not have sufficient grounds on which to apply to the Competition Tribunal for an order under section 92 of the Competition Act to prohibit the completion of the transaction, or, in the event that the Commissioner is not prepared to issue an Advance Ruling Certificate, a No-Action Letter. If the Commissioner issues an Advance Ruling Certificate, the parties are exempt from having to file a Notification; if the Commissioner issues a No-Action Letter, upon the request of the parties, the Commissioner can waive the parties’ requirement to submit a Notification where the parties have supplied substantially similar information as would have been supplied with their Notification (a “Waiver”).

The Commissioner may challenge a Notifiable Transaction before the Competition Tribunal at any time before, or within one year following, its completion where the Commissioner believes that the merger prevents or lessens, or is likely to prevent or lessen competition substantially in Canada (a “Competition Challenge”). If the Competition Tribunal concludes that the merger prevents or lessens, or is likely to prevent or lessen competition substantially in Canada, it can issue an order prohibiting the transaction, provided that the transaction has not been completed by such time, or it can order the divestiture of shares or assets where the transaction has already been completed. The Commissioner is precluded from bringing a Competition Challenge on substantially the same factual basis as that upon which an Advance Ruling Certificate was issued, provided that the Notifiable Transaction was completed within one year after the Advance Ruling Certificate was issued. No such prohibition on bringing a Competition Challenge applies as a result of the issuance of a No-Action Letter.

The transactions contemplated by the Arrangement Agreement constitute a Notifiable Transaction, and as such, the Parties must comply with the merger notification provisions of Part IX of the Competition Act. Pursuant to the Arrangement Agreement, Competition Act Approval is a mutual condition to the completion of the Arrangement.

On November 24, 2025, Coeur submitted a request for an Advance Ruling Certificate or, in the alternative, a No-Action Letter and a Waiver, to the Commissioner in respect of the transactions contemplated by the Arrangement Agreement.

On December 5, 2025, the Commissioner issued an Advance Ruling Certificate in respect of the Arrangement, which constitutes the Competition Act Approval for the purposes of the Arrangement Agreement.

ICA Approval

Under the ICA, the direct “acquisition of control” of a Canadian business by a non-Canadian that exceeds the prescribed financial threshold (a “Reviewable Transaction”) is subject to pre-closing review and cannot be implemented unless (a) the Parties have received written evidence from the responsible Minister under the ICA that the responsible Minister is satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA; or (b) the responsible Minister shall have been deemed to be satisfied (within the meaning of the ICA) that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA (either (a) or (b) being the “Net Benefit Approval”).

The Arrangement constitutes a Reviewable Transaction under the ICA, and as a result, the Arrangement cannot be completed until the Net Benefit Approval is obtained. For the purposes of the transactions contemplated by the Arrangement Agreement, the responsible Minister under the ICA is the Minister of Industry.

Under the ICA, there is an initial 45-day “net benefit” review period, which may be unilaterally extended by the Minister of Industry for an additional 30 days. Further extensions to the review period can be made on the mutual agreement of the Minister of Industry and the investor. The prescribed factors under section 20 of the ICA to be considered by the Minister of Industry in determining whether to issue a Net Benefit Approval in respect of a Reviewable Transaction include, among other things: (a) the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, capital investment, resource processing, utilization of Canadian products and services and exports); (b) the degree and significance of participation by Canadians in the acquired business and the industry in which the Canadian business forms a part; (c) the effect of the investment on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada; (d) the effect of the investment on competition within an industry in Canada; (e) the compatibility of the investment with national and provincial industrial, economic, and cultural policies; and (f) the contribution of the investment to Canada’s ability to compete in world markets.

In connection with seeking a Net Benefit Approval, an applicant may provide binding written undertakings to His Majesty in right of Canada in support of its application. If, within the applicable review period (including any unilateral or mutually agreed upon extension thereof), the Minister of Industry sends a notice that she is satisfied that the investment is likely to be of net benefit to Canada, or if the Minister of Industry does not send a notice within the applicable review period (including any unilateral or mutually agreed upon extension thereof) and pursuant to section 21(9) of the ICA, is deemed to be satisfied that the investment is likely to be of net benefit to Canada, the Net Benefit Approval will have been obtained.

However, if the Minister of Industry is not satisfied within the applicable review period (including any unilateral or mutually agreed upon extension thereof) that a Reviewable Transaction is likely to be of net benefit to Canada, the Minister of Industry is required to send a notice to that effect, advising the investor of its right to make further representations and submit (additional) undertakings within 30 days from the date of such notice or any further period that may be agreed to between the Minister of Industry and investor. Within a reasonable time after the expiry of the period for making representations and submitting undertakings, as described above, the Minister of Industry will send a notice to the applicant that either the Minister of Industry is satisfied that the investment is likely to be of net benefit to Canada, in which case a Net Benefit Approval will have been obtained, or confirming that the Minister of Industry is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the Reviewable Transaction may not be implemented.

The Arrangement constitutes a Reviewable Transaction. As a result, the Arrangement will not be completed unless (a) the Parties have received written evidence from the Minister of Industry under the ICA that the Minister of Industry is satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA; or (b) the Minister of Industry shall have been deemed to be satisfied (within the meaning of the ICA) that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA.

In addition, under Part IV.1 of the ICA, certain investments by non-Canadians, including but not limited to Reviewable Transactions, can be made subject to separate review on grounds that the investment could be injurious to national security. Specifically, in the case of a Reviewable Transaction, a non-Canadian investor cannot complete its investment where, at any time from when the Minister of Industry becomes aware of the transaction until 45 days from the date on which the Minister of Industry certifies receipt of the investor’s complete application for review, it has received notice (a “National Security Notice”) from the Minister of Industry that the investment may be or will be subject to a further review (a “National Security Review”). Where the investor has received a notice from the Minister of Industry that the investment may be subject to a further review, the Minister of Industry has an additional 45 days to determine whether to order a National Security Review.

Where a National Security Review has been ordered, the Minister of Industry has 45 days, which can unilaterally be extended for an additional 45 days (and can be further extended on the mutual agreement of the Minister of Industry and the investor), to determine whether the investment would not be injurious to national security. The National Security Review is terminated if the Minister determines the investment would not be injurious to national security or would not be injurious to national security because of written undertakings given to His Majesty in right of Canada. If the Minister determines that the investment would be injurious to national security or if the Minister is unable to determine whether the investment would be injurious to national security, the Minister must refer the investment to the Governor in Council for a final determination. The Governor in Council then has 20 days to take any measures in respect of the investment advisable to protect national security, including directing the investor not to implement the investment or authorizing the investor to make the investment on terms and conditions.

Where an investment is subject to the ICA’s national security jurisdiction, the Minister of Industry may, by order, impose interim conditions in respect of the investment that are applicable until no later than when consideration of the investment is complete, if the Minister, after consultation with the Minister of Public Safety and Emergency Preparedness, is satisfied that such interim conditions are necessary for the purpose of preventing injury to national security that could arise during a National Security Review of the investment, provided that the imposition of interim conditions does not introduce significant new risks of injury to national security. Such interim conditions can be amended or deleted by the Minister at any time, after consultation with the Minister of Public Safety and Emergency Preparedness.

If a National Security Notice has been received, the investment cannot be completed unless the investor receives a notice or order authorizing completion. Assuming there are no extensions to the review period on the mutual agreement of the Minister of Industry and investor, the entire period from the initial filing by the investor until completion of the National Security Review can be as long as 200 days.

On November 26, 2025, Coeur submitted an application for review to the Minister of Industry in respect of the transactions contemplated by the Arrangement Agreement pursuant to Part IV of the ICA. The Minister of Industry’s review pursuant to the ICA of the transactions contemplated by the Arrangement Agreement remains ongoing as of the date of this Circular.

Timing

If the Arrangement Resolution is approved at the Meeting and the Coeur Stockholder Approvals are obtained at the Coeur Meeting, New Gold will (a) diligently pursue and take all steps necessary to submit the Arrangement before the Court as promptly as reasonably practicable but, in any event, within four Business Days after the New Gold Shareholder Approval is obtained; and (b) diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA. Once the Final Order is obtained in form and substance satisfactory to Coeur and New Gold, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Eastern Time) on the Effective Date. It is currently expected that the Effective Date will occur in the first half of 2026, and in no event will completion of the Arrangement occur later than the Outside Date, unless extended by mutual agreement of the Parties in accordance with the terms of the Arrangement Agreement.

Issuance and Resale of Coeur Shares Issued to Shareholders as Consideration Under the Arrangement

Canada

The Coeur Shares distributed pursuant to the Arrangement will be issued in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws, will generally be “freely tradable” and the resale of such Coeur Shares will be exempt from the prospectus requirements (and not subject to any “restricted period” or “hold period”) under applicable Canadian Securities Laws if the following conditions are met: (a) the trade is not a control distribution (as defined under NI 45-102); (b) no unusual effort is made to prepare the market or to create a demand for the Coeur Shares; (c) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (d) if the selling shareholder is an insider or an officer of Coeur, the selling securityholder has no reasonable grounds to believe that Coeur is in default of applicable securities legislation.

Each Shareholder is urged to consult his, her or its professional advisors to determine the Canadian conditions and restrictions applicable to trades in Coeur Shares issued as Consideration under the Arrangement.

United States

The following discussion is a general overview of certain requirements of United States federal securities laws that may be applicable to Shareholders in the United States and to U.S. Persons (collectively, “U.S. Shareholders”). All U.S. Shareholders are urged to consult with their own legal counsel to ensure that any subsequent resale of Coeur Shares distributed to them under the Arrangement complies with applicable securities laws. Further information applicable to U.S. Shareholders is disclosed under the heading “Notice to Shareholders in the United States”.

The following discussion does not address the Canadian Securities Laws that will apply to the distribution of Coeur Shares or the resale of Coeur Shares by U.S. Shareholders within Canada. U.S. Shareholders reselling their Coeur Shares in Canada must comply with Canadian Securities Laws, as outlined elsewhere in this Circular.

Coeur Shares to be issued pursuant to the Arrangement have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction. Coeur Shares to be issued in the Arrangement are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption, based on the approval of the Arrangement by the Court.

Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the registration requirements of the U.S. Securities Act where, among other things, the terms and conditions of the issuance and exchange of the securities have been approved by a court of competent jurisdiction, after a hearing upon the procedural and substantive fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and to whom timely and adequate notice of the hearing has been given. The Final Order is required for the Arrangement to become effective, and the Court will be advised that its approval of the terms and conditions of the Arrangement will be relied upon to exempt the issuance of the Consideration Shares under the Arrangement from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption. Therefore, if the Court approves the Arrangement, its approval will constitute the basis for Coeur Shares to be issued without registration under the U.S. Securities Act. In addition, Consideration Shares to be issued pursuant to the Arrangement will be issued in compliance with or pursuant to an exemption from the registration or qualification requirements of state or “blue sky” securities laws.

Persons who are not “affiliates” of Coeur after the Arrangement and have not been “affiliates” of Coeur in the 90-day period prior to any resale of the Coeur Shares that they receive in connection with the Arrangement may resell such Coeur Shares in the United States without restriction under the U.S. Securities Act. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the issuer and may include directors and certain officers of such issuer as well as principal shareholders of such issuer. U.S. Shareholders should consult their own legal counsel regarding their status as an “affiliate” of Coeur.

Coeur Shares sold by any holder who is an “affiliate” of Coeur at the time of the sale of such Coeur Shares after the Arrangement, or was an “affiliate” of Coeur at any time within 90 days prior to the date of such sale, may be subject to certain restrictions on resale imposed by the U.S. Securities Act. Such persons may not be able to sell Coeur Shares that they receive in connection with the Arrangement in the absence of registration under the U.S. Securities Act or an exemption from registration, if available, such as the exemptions and safe harbours contained in Rule 144 under the U.S. Securities Act or Rules 903 or 904 of Regulation S.

Investors are urged to consult with their own legal counsel before proceeding to sell any Coeur Shares.

THE ARRANGEMENT AGREEMENT

The summary of the material provisions of the Arrangement Agreement below and elsewhere in this Circular is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which is available under New Gold’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Shareholders are encouraged to read the Arrangement Agreement and the Plan of Arrangement in their entirety. This summary may not contain all of the information about the Arrangement Agreement that is important to you. We urge you to carefully read the Arrangement Agreement in its entirety, including all of its schedules, as it is the legal document governing the Arrangement. The Arrangement Agreement contains representations and warranties that New Gold, Coeur and the Purchaser have made to each other as of specific dates. The assertions embodied in the representations and warranties in the Arrangement Agreement were made solely for purposes of the Arrangement Agreement and the arrangement and agreements contemplated thereby among New Gold, Coeur and the Purchaser, and may be subject to important qualifications and limitations agreed to by New Gold, Coeur and the Purchaser in connection with negotiating the terms thereof. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the Canadian Securities Authorities or the SEC, as applicable, and the assertions embodied in the representations and warranties contained in the Arrangement Agreement (and summarized below) are qualified by information in the New Gold Disclosure Letter or the Coeur Disclosure Letter, as applicable, and by certain information contained in certain of New Gold’s and Coeur’s public filings with the Canadian Securities Authorities or the SEC, as applicable. The New Gold Disclosure Letter, Coeur Disclosure Letter and filings with the Canadian Securities Authorities or the SEC, as applicable, contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Arrangement Agreement. In addition, information concerning the subject matter of the representations and warranties may have changed or may change after November 2, 2025 and subsequent developments or new information qualifying a representation or warranty may have been included in this Circular. In addition, if specific material facts arise that contradict the representations and warranties in the Arrangement Agreement, Coeur or New Gold, as applicable, will disclose those material facts in the public filings that it makes with the Canadian Securities Authorities or the SEC, as applicable, in accordance with, and to the extent required by, applicable Law. Accordingly, the representations and warranties in the Arrangement Agreement and their description in this Circular should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings New Gold and Coeur publicly filed with the Canadian Securities Authorities or the SEC, as applicable.

The Arrangement

The Arrangement Agreement provides that, following the Effective Time and pursuant to the Plan of Arrangement, the Purchaser will acquire all of the issued and outstanding New Gold Shares in exchange for the Consideration, with New Gold continuing as a wholly-owned subsidiary of Coeur.

The Arrangement will be implemented by way of a plan of arrangement under the BCBCA and requires approval by: (a) the Court; and (b) at least (i) 662∕3% of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to the New Gold Shares beneficially owned by Patrick Godin, President, Chief Executive Officer and director of New Gold, as required by MI 61-101 ((i) and (ii) together, the “New Gold Shareholder Approval”).

If the Final Order is granted, and all other conditions to completion of the Arrangement, as set out in the Arrangement Agreement, are satisfied or waived (to the extent that such conditions are capable of being satisfied prior to the Effective Date and, if waived, are not prohibited from being waived), the Arrangement will become effective at the Effective Time in accordance with the terms of the Plan of Arrangement.

Consideration

Following the Effective Time, each Shareholder will receive consideration of 0.4959 of a Coeur Share for each New Gold Share they hold (other than Dissent Shares held by Dissenting Shareholders).

No fractional Consideration Shares will be issued as part of the Arrangement. Where the aggregate number of Coeur Shares to be issued to a Shareholder as Consideration would result in a fractional Consideration Share being issuable, such fractional Consideration Share will be rounded up to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing 0.5 or more of a Coeur Share, and will be rounded down to the nearest whole Coeur Share in the event that a Shareholder is entitled to a fractional share representing less than 0.5 of a Coeur Share.

Efforts to Obtain Required New Gold Shareholder Approval

New Gold is required to duly call, give notice of, convene and conduct the Meeting in accordance with the Interim Order, New Gold’s constating documents and applicable Laws; provided that Coeur shall cooperate with New Gold and use commercially reasonable efforts to schedule and convene the Coeur Meeting on the same date and at the same time as the Meeting.

Notwithstanding the foregoing, New Gold will be required to adjourn, postpone or cancel the Meeting: (a) as required by applicable Laws or a Governmental Entity; (b) as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled); (c) if at any time following the dissemination of this Circular, New Gold reasonably determines in good faith that the New Gold Shareholder Approval is unlikely to be obtained at the Meeting (in which case the Meeting shall be adjourned and not cancelled); (d) if the Board determines in good faith that it is necessary or appropriate to postpone or adjourn the Meeting in order to give Shareholders sufficient time to evaluate any information or disclosure that New Gold has sent or otherwise made available to such holders by issuing a press release, filing materials with the Canadian Securities Authorities or otherwise; (e) if a written notice of termination of the Arrangement Agreement is delivered by a Party prior to the date of the Meeting (in which case New Gold may postpone or adjourn the Meeting to the earlier of a date that is five Business Days prior to the Outside Date and the date that is 15 Business Days following the delivery of such notice); (f) with Coeur’s prior written consent; or (g) if Coeur adjourns or postpones the Coeur Meeting (in which case New Gold may adjourn or postpone the Meeting to the same date and time as the Coeur Meeting), and in each case, subject to the restrictions and time periods set out in the Arrangement Agreement.

Efforts to Obtain Required Coeur Stockholder Approvals

Coeur is required to duly call, give notice of, convene and conduct the Coeur Meeting in accordance with Coeur’s constating documents and applicable Laws; provided that Coeur shall cooperate with New Gold and use commercially reasonable efforts to schedule and convene the Meeting on the same date and at the same time as the Coeur Meeting.

Notwithstanding the foregoing, Coeur will be required to adjourn, postpone or cancel the Coeur Meeting: (a) as required by applicable Laws or a Governmental Entity; (b) as required for quorum purposes (in which case the Coeur Meeting shall be adjourned and not cancelled); (c) if Coeur reasonably determines in good faith that the Coeur Stockholder Approvals are unlikely to be obtained at the Coeur Meeting (in which case the Coeur Meeting shall be adjourned and not cancelled); (d) if the Coeur Board determines that it is necessary or appropriate to postpone or adjourn the Coeur Meeting in order to give Coeur Stockholders sufficient time to evaluate any information or disclosure that Coeur has sent or otherwise made available to such holders by issuing a press release, filing materials with the SEC or otherwise; (e) with New Gold’s prior written consent; or (f) if New Gold adjourns or postpones the Meeting (in which case Coeur shall adjourn or postpone the Coeur Meeting to the same date and time as the Meeting), and in each case, subject to the restrictions and time periods set out in the Arrangement Agreement.

Final Court Approval

After: (a) the Interim Order has been obtained; (b) the New Gold Shareholder Approval has been obtained at the Meeting as provided for in the Interim Order; and (c) the Coeur Stockholder Approvals have been obtained at the Coeur Meeting, New Gold is required to (x) diligently pursue and take all steps necessary to submit the Arrangement before the Court as promptly as reasonably practicable but, in any event, within four Business Days after the New Gold Shareholder Approval is obtained, and (y) diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA. The Court will consider, among other things, the procedural and substantive fairness of the Arrangement to the Securityholders.

Conditions to Closing

Mutual Conditions Precedent

The completion of the Arrangement is subject to satisfaction of the following conditions precedent which may only be waived with the mutual consent of Coeur and New Gold:

Conditions in Favour of Coeur and the Purchaser

The obligation of Coeur and the Purchaser to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Coeur and the Purchaser and may be waived by Coeur, in whole or in part, at any time):

Conditions in Favour of New Gold

The obligation of New Gold to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of New Gold and may be waived by New Gold, in whole or in part, at any time):

Representations and Warranties

The Arrangement Agreement contains certain representations and warranties made by Coeur, New Gold and the Purchaser, in each case of a nature customary for transactions of this type.

The representations and warranties of each of New Gold, Coeur and the Purchaser relate to the following matters: organization and qualification; authority relative to the Arrangement Agreement; no conflict, required filings and consent; Subsidiaries; compliance with Laws and constating documents; authorizations; capitalization and listing; shareholder and similar agreements; reporting issuer status; reports; stock exchange matters; financial statements; no undisclosed liabilities; interest in properties and mineral rights; mineral reserves and resources; scientific and technical information; personal property; employment matters; absence of certain changes or events; litigation; Indigenous claims; community relations; no expropriation; taxes; insurance; non-arm’s length transactions; benefit plans; environmental matters; material contracts; standstill agreements; whistleblower reporting; restrictions on business activities; brokers; corrupt practices legislation; sanctions; modern slavery laws; bankruptcy; and privacy and security.

In addition to the foregoing representations and warranties, New Gold has provided additional representations and warranties to Coeur and the Purchaser with respect to auditors; intellectual property; and books and records, and Coeur and the Purchaser have provided additional representations and warranties to New Gold with respect to the ICA, no impediments under existing indebtedness and the absence of applicable anti-takeover statutes.

Covenants

Covenants Relating to the Arrangement

The Arrangement Agreement contains negative and affirmative covenants of New Gold and Coeur, in each case of a nature customary for transactions of this type. Pursuant to the Arrangement Agreement, each of New Gold and Coeur has covenanted that it shall and shall cause its Subsidiaries to perform all obligations required to be performed by the Party or any of its Subsidiaries under the Arrangement Agreement, cooperate with the other Party in connection with the Arrangement Agreement and do all such other acts and things as may be reasonably necessary or desirable in order to consummate and make effective the transactions contemplated in the Arrangement Agreement, including, among other things: (a) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities; (b) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against itself challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated thereby; (c) use commercially reasonable efforts to satisfy all conditions precedent to the Arrangement Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement; (d) use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the Section 3(a)(10) Exemption; (e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement; and (f) promptly notify the other Party of (i) any New Gold Material Adverse Effect or Coeur Material Adverse Effect, as applicable, or any change, effect, event, occurrence or state of facts or circumstance that would reasonably be expected to have, individually or in the aggregate, a New Gold Material Adverse Effect or Coeur Material Adverse Effect, as applicable, (ii) any notice or other communication from any person alleging that a consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person (or another person) is required in connection with the Arrangement Agreement or the Arrangement, or (iii) any material proceedings commenced or, to the knowledge of Coeur or New Gold, as applicable, threatened against, relating to or involving or otherwise affecting Coeur or New Gold or any of their respective Subsidiaries, as applicable, in connection with the Arrangement Agreement or the Arrangement. New Gold has covenanted to: (a) use commercially reasonable efforts to obtain all third party consents, approvals and notices required under material contracts; (b) cooperate and provide commercially reasonable assistance to Coeur and the Purchaser in the preparation and filing, on the Effective Date, of an election under the Tax Act such that New Gold ceases to be a “public corporation” for purposes of the Tax Act; and (c) give Coeur a reasonable opportunity to participate in the defense or settlement of any substantive shareholder litigation against New Gold or its directors or officers relating to the Arrangement, and no such settlement (to the extent a material monetary amount is involved) shall be agreed to without the prior written consent of Coeur, which consent shall not be unreasonably withheld, conditioned or delayed.

Covenants Relating to General Conduct of Business

The Arrangement Agreement also contains covenants of New Gold and Coeur, in each case of a nature customary for transactions of this type, pertaining to the conduct of their respective businesses, including with respect to, among other things, corporate matters, issuing shares or other securities, distributions, dispositions and acquisitions, capital expenditures, preservation of mineral rights and properties and indebtedness, and in the case of New Gold, employment and compensation arrangements, material contracts, maintenance of insurance policies and taxes.

Covenants Specific to New Gold

New Gold has covenanted in the Arrangement Agreement to use commercially reasonable efforts to: (a) cause the New Gold Shares to be delisted from the TSX and NYSE American as promptly as practicable following the Effective Time; (b) obtain and deliver to Coeur at the Effective Time (i) resignations of all directors of New Gold and its Subsidiaries, and (ii) separation agreements of each member of senior management who will be terminated by New Gold as of the Effective Time, as requested by Coeur and on terms and conditions acceptable to New Gold, Coeur, each acting reasonably, and the applicable members of management; (c) effect certain reorganizations of New Gold’s or its Subsidiaries’ business, operations and assets or such other transactions, as requested by Coeur subject to the conditions in the Arrangement Agreement; (d) purchase customary “tail” policies of directors’ and officers’ liability insurance prior to the Effective Date, as described under “Insurance Matters” below; (e) cooperate with Coeur in connection with Coeur’s efforts to obtain approval of the listing for trading on the NYSE and the TSX by the Effective Time, the Coeur Shares issued pursuant to the Arrangement; and (f) provide Coeur with access to data and information as Coeur may reasonably request, subject to the terms, conditions and restrictions set out in the Arrangement Agreement.

Covenants Specific to Coeur

Coeur has covenanted in the Arrangement Agreement to: (a) use commercially reasonable efforts to ensure that the Consideration Shares will, at the Effective Time, either be registered or qualified under all applicable U.S. state securities laws, or exempt from such registration and qualification requirements; (b) apply for and use commercially reasonable efforts to obtain approval of the listing for trading on the NYSE and the TSX by the Effective Time of the Coeur Shares issuable pursuant to the Arrangement; (c) file the Coeur Charter Amendment with the Secretary of the State of Delaware prior to the Effective Time and subject to obtaining Coeur Stockholder Approval; (d) provide compensation and benefits to certain New Gold employees (as described further below under “Certain Employee Matters”); and (e) take all actions necessary to ensure that, promptly following the Effective Time, the New Gold Director Nominees will be appointed to the Coeur Board and at the next annual general meeting of Coeur held to consider the election of directors that occurs following the Effective Date, the New Gold Director Nominees will be nominated by Coeur for election as a director of Coeur, provided that (i) the New Gold Director Nominees meet applicable qualification requirements under applicable Laws, and (ii) the New Gold Director Nominees have delivered to Coeur a consent to act as director of Coeur.

Other Covenants and Agreements

The Arrangement Agreement contains certain other covenants and agreements by both Coeur and New Gold, including covenants relating to:

Covenants Regarding Non-Solicitation and Acquisition Proposals

Non-Solicitation

Except as expressly provided in the Arrangement Agreement, neither Coeur nor New Gold shall, and shall cause each of its Subsidiaries to not, and shall not authorize any of their respective Representatives (including directors, officers, employees, advisors, agents, or other authorized Representatives) to:

Each of Coeur and New Gold has agreed to, and to cause its Subsidiaries and its Representatives to, immediately cease and cause to be terminated, any existing solicitation, encouragement, discussion or negotiation with any person (other than the other Party or its affiliates) with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal and, in respect of such Party, and, in connection therewith, such Party has agreed to discontinue access to any of its and its Subsidiaries’ confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise, in each case, except as permitted by the Arrangement Agreement) and shall as promptly as reasonably practicable request, and use commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise rights that they have) to require the return or destruction of all confidential information regarding the other Party and its Subsidiaries provided in the preceding 12-month period in connection therewith (to the extent such information has not already been returned or destroyed, and shall use its commercially reasonable efforts to confirm that such requests are complied with in accordance with the terms of such rights). Each of Coeur and New Gold has agreed to not authorize or permit any of its Subsidiaries to, directly or indirectly, amend, modify or release any third party from any confidentiality, non-solicitation or standstill agreement (or standstill provisions contained in any such agreement) to which such third party is a party (it being understood that the automatic termination or release of any standstill provisions contained in any such agreements as a result of the entering into or announcement of the Arrangement Agreement shall not be a violation of the Arrangement Agreement, or terminate, modify, amend or waive the terms thereof).

Notification of Acquisition Proposals

Each of Coeur and New Gold has agreed that if it or any of its Subsidiaries or Representatives, receives: (a) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal; or (b) any request for non-public information relating to the Party or any of its Subsidiaries, or access to the properties, books or records of the Party or any Subsidiary in connection with any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, then such Party shall:

The Parties agree that they will not, directly or indirectly, enter into any agreement with any person which directly or indirectly prohibits such Party from providing any information to the other Party in accordance with the applicable provisions of the Arrangement Agreement.

Responding to an Acquisition Proposal

Notwithstanding the covenants described under “Non-Solicitation” above, if, prior to obtaining, in the case of Coeur, the Coeur Stockholder Approvals, or in the case of New Gold, the New Gold Shareholder Approval, either Coeur or New Gold receives a bona fide written Acquisition Proposal, such Party may: (a) engage in or participate in discussions and negotiations with the person or group of persons making such Acquisition Proposal; and (b) provide such person or group of persons non-public information relating to such Party or any of its Subsidiaries or access to the properties, books or records of such Party or any Subsidiary, if and only if:

Superior Proposals and Right to Match

Notwithstanding any other provision of the Arrangement Agreement, Coeur and New Gold have agreed that if, in the case of Coeur being the receiving party, prior to obtaining the Coeur Stockholder Approvals, or in the case of New Gold being the receiving party, prior to obtaining the New Gold Shareholder Approval, a Party receives a written bona fide Acquisition Proposal that its board of directors (after consultation with its legal and financial advisors) determines in good faith constitutes a Superior Proposal, such receiving party may make a New Gold Change in Recommendation or Coeur Change in Recommendation, as applicable, in respect of the Arrangement and/or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

Coeur and New Gold acknowledge and agree that, during the Matching Period, (a) the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement; (b) the receiving Party shall negotiate in good faith with the other Party regarding any amendments that the other Party may propose to the terms of the Arrangement as would enable the receiving Party to proceed with the Arrangement and any related transactions on such amended terms; and (c) the board of directors of the receiving Party shall review any proposal by the other Party to amend the terms of the Arrangement in order to determine in good faith whether such proposal, if implemented in accordance with its terms, would result in the Acquisition Proposal previously constituting a Superior Proposal, ceasing to constitute a Superior Proposal, compared to the proposed amendments to the terms of the Arrangement. If the board of directors of the receiving Party determines that such Acquisition Proposal would cease to constitute a Superior Proposal, as compared to the proposed amendments to the terms of the Arrangement, Coeur and New Gold will promptly amend the Arrangement Agreement and the Plan of Arrangement to reflect such proposed amendments.

The board of directors of the receiving Party shall promptly reaffirm the Coeur Board Recommendation or Board Recommendation, as applicable, by press release after: (a) any Acquisition Proposal which the board of directors of the receiving Party determines not to constitute a Superior Proposal is publicly announced; or (b) the board of directors of the receiving Party determines that a proposed amendment to the terms of the Arrangement as described in the foregoing paragraph would result in any Acquisition Proposal which has been publicly announced no longer constituting a Superior Proposal. The other Party and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by the receiving Party, acting reasonably.

Nothing in the Arrangement Agreement shall prevent the board of directors of the receiving Party from: (a) calling and holding a meeting of Shareholders requisitioned by the Shareholders in accordance with the BCBCA, or calling and holding a meeting of Coeur Stockholders requisitioned by the Coeur Stockholders in accordance with Coeur’s constating documents, as applicable; (b) calling and holding a meeting of Coeur Stockholders or Shareholders, as applicable, ordered to be held by a court in accordance with Law; (c) in the case of New Gold, responding through a directors’ circular or otherwise, as required by applicable securities laws, to an Acquisition Proposal that it determines is not a Superior Proposal; or (d) in the case of Coeur, (i) disclosing to the Coeur Stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the U.S. Exchange Act or other disclosure required to be made in the Coeur Proxy Statement by applicable Laws, and (ii) making any “stop, look and listen” communication to the Coeur Stockholders pursuant to Rule 14d-9(f) promulgated under the U.S. Exchange Act, or any similar statement in response to any publicly disclosed Acquisition Proposal; provided that any “stop, look and listen” statement, or any such similar statement also includes an express reaffirmation of the Coeur Board Recommendation.

Each successive amendment or modification of any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Coeur Stockholders or the Shareholders, as applicable, or other material terms or conditions thereof, shall constitute a new Acquisition Proposal for the purposes of Coeur’s and New Gold’s obligations described under this Section (except that the Matching Period in respect of any successive amendment or modification shall be two Business Days).

Certain Employee Matters

The Arrangement Agreement sets forth certain provisions relating to compensation and benefits of New Gold Employees that generally apply following the Effective Time. From and after the Effective Time, Coeur shall cause New Gold and any successor to New Gold, to honour, satisfy, pay and fully comply in all material respects with the terms of all existing employment, consulting, indemnification, incentive and bonus (long-term and short-term) change in control, severance, notice, termination or other compensation arrangements and employment and severance obligations of New Gold and any of its Subsidiaries that were entered into prior to the date of the Arrangement Agreement in the ordinary course or otherwise disclosed to Coeur in the New Gold Disclosure Letter, including any such arrangements, agreements or obligations arising under or in connection with a New Gold Benefit Plan.

As soon as practicable following the date of the Arrangement Agreement, Coeur is required to provide New Gold with a list identifying all expected Non-Continuing Employees. Coeur and New Gold will consult in good faith in determining which New Gold Employees will be Non-Continuing Employees and the related employee communication plans between the date of the Arrangement Agreement and the Effective Time.

Within 30 days of the Effective Time, Coeur shall:

Insurance Matters

Prior to the Effective Date, New Gold will purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by New Gold and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Coeur will, or will cause New Gold and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date. Coeur has agreed to honour all rights to indemnification or exculpation existing on the date of the Arrangement Agreement in favour of present and former officers and directors of New Gold and its Subsidiaries, which will survive the completion of the Arrangement and will continue in full force and effect for a period of not less than six years from the Effective Date.

Termination of the Arrangement Agreement

Termination by Either Party

The Arrangement Agreement may be terminated prior to the Effective Time by the mutual written agreement of Coeur and New Gold, or by either New Gold or Coeur if:

Termination by Coeur

The Arrangement Agreement may be terminated prior to the Effective Time by Coeur if:

Termination by New Gold

The Arrangement Agreement may be terminated prior to the Effective Time by New Gold if:

Termination Payments

The Arrangement Agreement provides that: (a) if a Coeur Termination Payment Event occurs, Coeur shall pay, as liquidated damages in consideration for the loss of New Gold’s rights under the Arrangement Agreement, by wire transfer of immediately available funds, the Coeur Termination Payment of $413,705,000; and (b) if a New Gold Termination Payment Event occurs, New Gold shall pay, as liquidated damages in consideration for the loss of Coeur’s rights under the Arrangement Agreement, by wire transfer of immediately available funds, the New Gold Termination Payment of $254,725,000. In no event shall either Coeur or New Gold be obligated to pay the Coeur Termination Payment or the New Gold Termination Payment, respectively, on more than one occasion.

A “New Gold Termination Payment Event” means the termination of the Arrangement Agreement:

A “Coeur Termination Payment Event” means the termination of the Arrangement Agreement:

For purposes of the New Gold Termination Payment Event and the Coeur Termination Payment Event referred to above, the term “Acquisition Proposal” has the meaning assigned thereto under “Glossary of Terms”, except that any reference to “20%” therein is deemed to be a reference to “50%”.

Expense Reimbursement Payable by New Gold

In the event that the Arrangement Agreement is terminated by either Coeur or New Gold in the circumstances described in the paragraphs “Failure to Obtain New Gold Shareholder Approval” under the heading “Termination of the Arrangement Agreement – Termination by Either Party” above, and the Board has not made a New Gold Change in Recommendation, New Gold will reimburse Coeur for all reasonable and documented expenses incurred by Coeur’s third-party Representatives in respect of the Arrangement and the Arrangement Agreement, up to a maximum of $33,965,000 (the “Expense Reimbursement Amount”). However, if New Gold is required to pay the New Gold Termination Payment to Coeur due to a New Gold Termination Payment Event occurring, New Gold will not be required to pay the Expense Reimbursement Amount to Coeur. If an Expense Reimbursement Amount has been paid in circumstances where the New Gold Termination Payment later becomes payable, the amount of the Expense Reimbursement Amount will be credited against the applicable termination payment.

Expense Reimbursement Payable by Coeur

In the event that the Arrangement Agreement is terminated by either Coeur or New Gold in the circumstances described in the paragraphs “Failure to Obtain Coeur Stockholder Approvals” under the heading “Termination of the Arrangement Agreement – Termination by Either Party” above, and the Coeur Board has not made a Coeur Change in Recommendation, Coeur will reimburse New Gold for all reasonable and documented expenses incurred by New Gold’s third-party Representatives in respect of the Arrangement and the Arrangement Agreement, up to a maximum of the Expense Reimbursement Amount. However, if Coeur is required to pay the Coeur Termination Payment due to a Coeur Termination Payment Event occurring, Coeur will not be required to pay the Expense Reimbursement Amount to New Gold. If an Expense Reimbursement Amount has been paid in circumstances where the Coeur Termination Payment later becomes payable, the amount of the Expense Reimbursement Amount will be credited against the applicable termination payment.

Amendments

Subject to the provisions of the Interim Order, the Final Order, the Plan of Arrangement and applicable Laws, the Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, without limitation:

In addition, pursuant to the Plan of Arrangement:

Governing Law

The Arrangement Agreement is governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Injunctive Relief

In addition to any other remedy that may be available to each Party under the terms of the Arrangement Agreement, a non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief or specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law.

SUPPORT AND VOTING AGREEMENTS

New Gold has entered into Coeur Support and Voting Agreements with the directors and senior officers of Coeur, pursuant to which the Coeur Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Coeur Support and Voting Agreements, to vote their Coeur Shares in favour of the Coeur Stock Issuance and the Coeur Charter Amendment. As at the Coeur Record Date, the Coeur Supporting Shareholders collectively beneficially owned or exercised control or direction over 9,327,427 Coeur Shares, representing approximately 1.5% of the issued and outstanding Coeur Shares.

The Coeur Support and Voting Agreements establish, among other things, the agreement of the Coeur Supporting Shareholders party thereto to: (a) vote their Coeur Shares (i) in favour of the approval, consent, ratification and adoption of the Coeur Stock Issuance, the Coeur Charter Amendment and any other matter necessary for the consummation of the Arrangement, and (ii) against any resolution, action, proposal, transaction or agreement proposed by any other person, that would reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the Arrangement, or delay or interfere with the completion of the Arrangement; and (b) not (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of their Coeur Shares to any person, other than pursuant to the Arrangement Agreement, or (ii) agree to take any of the foregoing actions.

The Coeur Support and Voting Agreements automatically terminate upon the earliest to occur of: (a) the Effective Time; (b) the date on which the Arrangement Agreement is terminated in accordance with its terms; and (c) the completion of the Coeur Meeting.

Coeur has entered into New Gold Support and Voting Agreements with the directors and officers of New Gold, pursuant to which the New Gold Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the New Gold Support and Voting Agreements, to vote their New Gold Shares in favour of the Arrangement Resolution to approve the Arrangement. As at the Record Date, the New Gold Supporting Shareholders collectively beneficially owned or exercised control or direction over 738,780 New Gold Shares, representing approximately 0.1% of the issued and outstanding New Gold Shares.

The New Gold Support and Voting Agreements establish, among other things, the agreement of the New Gold Supporting Shareholders party thereto to: (a) vote their New Gold Shares (i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement, and (ii) against any resolution, action, proposal, transaction or agreement proposed by any other person, that would reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the Arrangement, or delay or interfere with the completion of the Arrangement; (b) not exercise any rights of dissent or rights of appraisal in connection with the Arrangement; and (c) not (i) Transfer, or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of their New Gold Shares to any person, other than pursuant to the Arrangement Agreement, or (ii) agree to take any of the foregoing actions.

The New Gold Support and Voting Agreements automatically terminate upon the earliest to occur of: (a) the Effective Time; (b) the date on which the Arrangement Agreement is terminated in accordance with its terms; and (c) the completion of the Meeting.

The Coeur Supporting Shareholders and the New Gold Supporting Shareholders are bound under the Coeur Support and Voting Agreements and New Gold Support and Voting Agreements, respectively, solely in their capacity as securityholders. Nothing in the Coeur Support and Voting Agreements and the New Gold Support and Voting Agreements limits or restricts any actions of the Coeur Supporting Shareholders and New Gold Supporting Shareholders, respectively, taken by them in their capacity as a director and/or officer of Coeur or New Gold, as applicable, or limit in any way whatsoever the exercise of fiduciary duties as a director or officer of Coeur or New Gold, as applicable.

The foregoing is a summary of the material terms of the Support and Voting Agreements and is subject to, and qualified in its entirety by, the full text of the Support and Voting Agreements. A copy of each of the form of New Gold Support and Voting Agreement and form of Coeur Support and Voting Agreement is appended as Schedule E and Schedule F, respectively, to the Arrangement Agreement available under New Gold’s issuer profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act in respect of the Arrangement that are generally applicable to a beneficial owner of New Gold Shares who at all relevant times and for purposes of the Tax Act: (a) deals at arm’s-length with each of New Gold and Coeur; (b) is not and will not be affiliated with either of New Gold or Coeur; and (c) holds New Gold Shares and will hold Coeur Shares received pursuant to the Arrangement as capital property (each such beneficial owner in this section, a “Holder”). Generally, New Gold Shares and Coeur Shares will be capital property to a Holder provided that the Holder does not hold such shares in the course of carrying on a business and has not acquired such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the facts set forth in this Circular, the current provisions of the Tax Act in force as of the date hereof, including the regulations thereunder, and counsel’s understanding of the current administrative policies and assessing practices of the CRA publicly available in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not otherwise take into account or anticipate any other changes in law, whether by judicial, governmental or legislative decision or action or changes in the administrative policies or assessing practices of the CRA, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein.

This summary is not applicable to persons holding New Gold DSUs, New Gold Options, New Gold PSUs, New Gold RSUs or other conversion or exchange rights to acquire New Gold Shares, and the tax considerations relevant to such holders are not discussed herein. Any such persons referenced above should consult their own tax advisor with respect to the tax consequences of the Arrangement.

In addition, this summary is not applicable to a Holder: (a) that is a “financial institution” (as defined in the Tax Act for the purposes of the “mark-to-market rules”); (b) that is a “specified financial institution” or a “restricted financial institution” (both as defined in the Tax Act); (c) an interest in which is, or whose New Gold Shares are or Coeur Shares would be, a “tax shelter” or a “tax shelter investment” (as defined in the Tax Act); (d) that has made a “functional currency” election to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (e) that is a “foreign affiliate” (as defined in the Tax Act) of a taxpayer resident in Canada; (f) if Coeur, or any of its subsidiaries, is at any time a “foreign affiliate”, as defined in the Tax Act, of such Holder or of another corporation resident in Canada that does not deal at arm’s length with the Holder for the purposes of the Tax Act (including for the purposes of any “specified provision” listed in paragraphs 93.1(1.1)(a-d) of the Tax Act); (g) that has entered into or will enter into a “synthetic disposition agreement”, or a “derivative forward agreement” (as such terms are defined in the Tax Act) with respect to New Gold Shares or Coeur Shares; (h) that is exempt from tax under Part I of the Tax Act; or (i) that acquired or will acquire any of their New Gold Shares under an equity-based employment compensation arrangement or otherwise by virtue of employment with New Gold or as a service provider to New Gold, including in connection with the exercise, surrender or transfer of such an incentive under the Arrangement. All such Holders should consult with their own tax advisors to determine the tax consequences to them of the Arrangement.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representation with respect to the tax consequences to any particular Holder is made. Accordingly, all Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax Laws.

Currency Conversion

Subject to certain exceptions that are not discussed herein, for the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in another currency must be converted into Canadian dollars as determined in accordance with the Tax Act, generally based on the Bank of Canada daily exchange rate on the date such amounts arise or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada). The amount of dividends to be included in the income of, and the amount of capital gains or capital losses realized by, a Holder may be affected by fluctuation in the relevant Canadian dollar exchange rate.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention is, or is deemed to be, resident in Canada (a “Resident Holder”).

Certain Resident Holders whose New Gold Shares might not otherwise qualify as capital property may, in certain circumstances, be eligible to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their New Gold Shares (but not their Coeur Shares) and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made or in any subsequent taxation year, be deemed to be capital property. Resident Holders should consult their own tax advisors as to whether they hold or will hold their New Gold Shares and Coeur Shares as capital property and whether such election can or should be made in respect of their New Gold Shares.

Disposition of New Gold Shares under the Arrangement

Under the Arrangement, a Resident Holder (other than a Resident Dissenter) will dispose of their New Gold Shares to the Purchaser in consideration for Coeur Shares pursuant to the Plan of Arrangement. Such a Resident Holder will be considered to have disposed of each New Gold Share for proceeds of disposition equal to the aggregate fair market value of the Consideration received by the Resident Holder in exchange therefor. As a result, the Resident Holder will generally realize a capital gain (or a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the aggregate of the Resident Holder’s adjusted cost base of the New Gold Shares immediately before the time of disposition and any reasonable costs of disposition. The treatment of capital gains and capital losses is discussed below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below.

The cost of the Coeur Shares acquired by a Resident Holder will be equal to the fair market value of the Coeur Shares at the time of acquisition. For the purpose of determining the adjusted cost base of a Coeur Share to a Resident Holder, when a Coeur Share is acquired, the cost of the newly acquired Coeur Share will be averaged with the adjusted cost base of all identical Coeur Shares, if any, owned by the Resident Holder as capital property immediately before that acquisition.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights (a “Resident Dissenter”) will be deemed to have transferred such Resident Dissenter’s New Gold Shares to New Gold under the Arrangement and will be entitled to receive a payment from New Gold of an amount equal to the fair value of the Resident Dissenter’s New Gold Shares.

A Resident Dissenter who is entitled to be paid the fair value of their New Gold Shares by New Gold will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such Resident Dissenter’s New Gold Shares immediately before their surrender to New Gold pursuant to the Arrangement.

A Resident Dissenter who is an individual will be required to include in income the amount of any dividend deemed to be received on the Resident Dissenter’s New Gold Shares and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from a “taxable Canadian corporation”, as defined in the Tax Act, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by New Gold as “eligible dividends”, as defined in the Tax Act.

A Resident Dissenter that is a corporation will be required to include in income any dividend deemed to be received on the Resident Dissenter’s New Gold Shares, but generally will be entitled to deduct an equivalent amount in computing its taxable income. Resident Dissenters that are corporations should consult their tax advisors on the potential application of subsection 55(2) of the Tax Act that may result in a portion or all of such dividends being treated as proceeds of disposition or a capital gain, to the extent and under the circumstances specified in the Tax Act.

A Resident Dissenter that is a “private corporation” or a “subject corporation” (both, as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a tax (refundable under certain circumstances) on any dividend that it is deemed to receive on New Gold Shares to the extent that the dividend is deductible in computing the Resident Dissenter’s taxable income.

Taxable dividends received by a Resident Dissenter that is an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act. See “Holders Resident in Canada – Alternative Minimum Tax” below.

In addition, a Resident Dissenter will be considered to have disposed of such New Gold Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such New Gold Shares as described above. The Resident Dissenter will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such Resident Dissenter of the New Gold Shares immediately before their surrender to New Gold pursuant to the Arrangement. The treatment of capital gains and capital losses is discussed below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

A Resident Dissenter will be required to include in computing their income any interest awarded by a court in connection with the Arrangement.

Additional Refundable Tax

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) or, at any time in the year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”. For this purpose, aggregate investment income will include an amount in respect of taxable capital gains, dividends or deemed dividends not deductible in computing taxable income, and interest.

Dividends on Coeur Shares

A Resident Holder will be required to include in computing income for a taxation year the amount of dividends, if any, received or deemed to be received in respect of Coeur Shares, including amounts withheld for foreign withholding tax, if any. For individuals (including certain trusts), such dividends will not be subject to the gross-up and dividend tax credit rules under the Tax Act normally applicable to taxable dividends received by an individual from a taxable Canadian corporation. A Resident Holder including a Resident Holder that is a corporation will generally not be entitled to deduct the amount of such dividends in computing its taxable income.

Subject to the detailed rules in the Tax Act, a Resident Holder may be entitled to a foreign tax credit or deduction for any foreign withholding tax paid with respect to dividends received by the Resident Holder on the Coeur Shares. Resident Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction having regard to their own particular circumstances.

Dispositions of Coeur Shares

A Resident Holder that disposes or is deemed to dispose of a Coeur Share in a taxation year will realize a capital gain (or capital loss) in the year of the disposition equal to the amount by which the proceeds of disposition of the Coeur Share exceeds (or is less than) the Resident Holder’s adjusted cost base immediately before the disposition and any reasonable costs of disposition. The treatment of capital gains and capital losses is discussed below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

In certain circumstances foreign tax may be required to be paid by a Resident Holder in connection with the realization of a capital gain on the disposition of Coeur Shares. Any such foreign tax may be eligible for a deduction or credit under the Tax Act. Resident Holders should consult their own tax advisors regarding their eligibility for such deductions or credits having regard to their own particular circumstances.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder must deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by such Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains in a particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such year to the extent and under the circumstances specified in the Tax Act.

The amount of a capital loss otherwise arising on the disposition of a New Gold Share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified in the Tax Act, be reduced by dividends previously received or deemed to have been received on such share (or on a share for which such share was exchanged). Similar rules may apply to a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Alternative Minimum Tax

Dividends received or deemed to be received on the New Gold Shares, or a capital gain realized on the New Gold Shares or Coeur Shares by a Resident Holder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors having regard to their own particular circumstances.

Offshore Investment Fund Property Rules

The Tax Act contains provisions (the “OIF Rules”) which may, in certain circumstances, require a Resident Holder to include an amount in income in each taxation year in respect of the acquisition and holding of Coeur Shares, if (a) the value of such Coeur Shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in certain assets described in paragraph 94.1(1)(b) of the Tax Act, particularly (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively, “Investment Assets”); and (b) it may reasonably be concluded that one of the main reasons for the Resident Holder acquiring, holding or having the Coeur Shares was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder.

In making the determination under item (b) in the preceding paragraph, the OIF Rules provide that regard must be had to all of the circumstances, including: (a) the nature, organization and operation of any non-resident entity, including the Coeur, and the form of, and the terms and conditions governing, the Resident Holder’s interest in, or connection with, any such non-resident entity; (b) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of any such non-resident entity, including Coeur, are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Resident Holder; and (c) the extent to which any income, profits and gains of any such non-resident entity, including Coeur, for any fiscal period are distributed in that or the immediately following fiscal period.

If applicable, the OIF Rules generally require a Resident Holder to include in the Resident Holder’s income for each taxation year in which such Resident Holder owns Coeur Shares the amount, if any, by which (a) the total of all amounts each of which is the product obtained when the Resident Holder’s “designated cost” (as defined in the Tax Act) of Coeur Shares at the end of a month in the year is multiplied by 1/12 of the aggregate of the prescribed rate of interest for the period including that month plus two percentage points exceeds (b) any dividends or other amounts included in computing such Resident Holder’s income for the year (other than a capital gain) in respect of Coeur Shares determined without reference to the OIF Rules. Any amount required to be included in computing a Resident Holder’s income in respect of Coeur Shares under these provisions will be added to the adjusted cost base and the designated cost of Coeur Shares to the Resident Holder.

The OIF Rules are complex and their application and consequences depend, to a large extent, on the reasons for a Resident Holder acquiring or holding Coeur Shares. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of the OIF Rules in their own particular circumstances.

Foreign Property Information Reporting

Generally, a Resident Holder that is a “specified Canadian entity” (as defined in the Tax Act) for a taxation year or a fiscal period and whose total “cost amount” of “specified foreign property” (as such terms are defined in the Tax Act), including the Coeur Shares, at any time in the year or fiscal period exceeds C$100,000 will be required to file an information return with the CRA for the taxation year or fiscal period disclosing prescribed information. Subject to certain exceptions, a Resident Holder, other than a corporation or trust exempt from tax under Part I of the Tax Act, will be a “specified Canadian entity,” as will certain partnerships.

Penalties may apply where a Resident Holder fails to file the required information return in respect of such Resident Holder’s “specified foreign property” (as defined in the Tax Act) on a timely basis in accordance with the Tax Act. The reporting rules in the Tax Act are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their own tax advisors regarding the reporting rules contained in the Tax Act and compliance with these reporting requirements.

Eligibility for Investment by Registered Plans

Provided that the Coeur Shares are and continue to be listed on a “designated stock exchange” (as defined in the Tax Act and which currently includes the NYSE), such Coeur Shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), registered disability savings plans (“RDSPs”), deferred profit sharing plans, registered education savings plans (“RESPs”), first home savings accounts (“FHSAs”), and tax-free savings accounts (“TFSAs” and, together with RRSP, RRIF, RDSP, RESP, and FHSA, “Registered Plans”).

Notwithstanding the foregoing, if a Coeur Share is a “prohibited investment” (as defined in the Tax Act) for a trust governed by a Registered Plan, the holder, subscriber or annuitant of the Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act. Based on the current provisions of the Tax Act in force as of the date hereof and the regulations thereunder, a Coeur Share will not be a prohibited investment for a trust governed by a Registered Plan, provided that the holder, subscriber or annuitant of the Registered Plan, as the case may be, (a) deals at arm’s-length with Coeur for purposes of the Tax Act; and (b) does not have a “significant interest” (as defined in the Tax Act) in Coeur. In addition, Coeur Shares will generally not be a prohibited investment if such shares are “excluded property” (as defined in the Tax Act) for a Registered Plan.

Resident Holders who will hold or who intend to hold the Coeur Shares in a Registered Plan should consult their own tax advisors regarding their particular circumstances in advance of the Arrangement.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, (a) is neither resident nor deemed to be resident in Canada; (b) does not, and will not, use or hold, and is not deemed to, and will not be deemed to, use or hold, New Gold Shares or Coeur Shares in connection with carrying on a business in Canada; and (c) is not a “specified non-resident shareholder” of New Gold, or a person who does not deal at arm’s length with a “specified shareholder” of New Gold, for purposes of the “thin capitalization” rules in the Tax Act (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, apply to a Holder that is an “authorized foreign bank” (as defined in the Tax Act) or an insurer carrying on business in Canada or elsewhere. Such Holders should consult their own tax advisors.

Disposition of New Gold Shares under the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain, or entitled to deduct any capital loss, realized on the disposition of New Gold Shares to Coeur under the Arrangement unless the New Gold Shares constitute “taxable Canadian property” and do not constitute “treaty-protected property” (each as defined in the Tax Act) to the Non-Resident Holder.

Generally, a New Gold Share will not be taxable Canadian property of a Non-Resident Holder at a particular time provided that the New Gold Share is listed on a “designated stock exchange” (which currently includes the NYSE American and the TSX) unless, at any time during the 60 month period immediately preceding the disposition: (a) the Non-Resident Holder, any one or more other persons with whom the Non-Resident Holder did not deal at arm’s-length, any partnership in which the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm’s-length holds a membership interest directly or indirectly through one or more partnerships, or the Non-Resident Holder together with such persons and partnerships, held 25% or more of the issued shares of any class or series in the capital of New Gold; and (b) more than 50% of the fair market value of the New Gold Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” or “timber resource properties” (both as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Notwithstanding the foregoing, in certain other circumstances a New Gold Share could be deemed to be taxable Canadian property for the purposes of the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

Even if New Gold Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of the New Gold Shares will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the New Gold Shares constitute “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. New Gold Shares will generally be considered “treaty-protected property” of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from the disposition is, because of an applicable income tax treaty, exempt from tax under the Tax Act.

In the event that the New Gold Shares constitute taxable Canadian property and are not treaty-protected property (as defined in the Tax Act) to a particular Non-Resident Holder, the Non-Resident Holder will generally be subject to the tax considerations described above under “Holders Resident in Canada – Disposition of New Gold Shares under the Arrangement” and “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”. A Non-Resident Holder who disposes of taxable Canadian property that is not treaty-protected property may have to file a Canadian income tax return for the year in which the disposition occurs, regardless of whether the Non-Resident Holder is liable for tax under the Tax Act in respect of such disposition.

Non-Resident Holders whose New Gold Shares are, or may be, taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their New Gold Shares constitute treaty-protected property, and any resulting Canadian tax reporting obligations.

Dissenting Non-Resident Holders

A Non-Resident Holder of New Gold Shares who validly exercises Dissent Rights (a “Non-Resident Dissenter”) will be deemed to have transferred such Non-Resident Dissenter’s New Gold Shares to New Gold under the Arrangement and will be entitled to receive a payment from New Gold of an amount equal to the fair value of the Non-Resident Dissenter’s New Gold Shares.

A Non-Resident Dissenter who is entitled to be paid the fair value of their New Gold Shares by New Gold will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such Non-Resident Dissenter’s New Gold Shares immediately before their surrender to New Gold pursuant to the Arrangement. Any such deemed dividend will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend. The withholding tax may be reduced pursuant to the provisions of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980), as amended (the “Canada-U.S. Tax Treaty”), the withholding rate on any such deemed dividend beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the Canada-U.S. Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%.

In addition, a Non-Resident Dissenter will be considered to have disposed of such New Gold Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such New Gold Shares as described above. The Resident Dissenter will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such Resident Dissenter of the New Gold Shares immediately before their surrender to New Gold pursuant to the Arrangement.

As discussed above under “Holders Not Resident in Canada – Disposition of New Gold Shares under the Arrangement”, any resulting capital gain would only be subject to tax under the Tax Act if the New Gold Shares are taxable Canadian property to the Non-Resident Holder at the Effective Time and are not treaty-protected property of the Non-Resident Holder at that time.

Any interest awarded by a court in connection with the Arrangement and paid or deemed to be paid to a Non-Resident Dissenter will generally not be subject to Canadian withholding tax unless such interest constitutes “participating debt interest” (as defined in the Tax Act).

Non-Resident Holders should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Dividends on Coeur Shares

Dividends paid on Coeur Shares to a Non-Resident Holder will generally not be subject to Canadian withholding tax or other income tax under the Tax Act.

Dispositions of Coeur Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition or deemed disposition of Coeur Shares unless such Coeur Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and are not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of such disposition or deemed disposition.

The circumstances under which Coeur Shares may be “taxable Canadian property” or “treaty-protected property”, and consequences to a Non-Resident Holder of disposing of Coeur Shares that are “taxable Canadian property” and are not “treaty protected property”, are generally the same as those described above with respect to New Gold Shares under “Holders Not Resident in Canada – Disposition of New Gold Shares under the Arrangement”.

Non-Resident Holders whose Coeur Shares may constitute taxable Canadian property are urged to consult their own tax advisers with respect to the Canadian federal income tax consequences to them of disposing of Coeur Shares, including any resulting Canadian tax reporting obligations.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax considerations under the U.S. Tax Code, generally applicable to certain U.S. Holders relating to the Arrangement, the receipt of the Consideration pursuant to the Arrangement, and the ownership and disposition of the Coeur Shares by such U.S. Holders following the Arrangement. This discussion is based upon the provisions of the U.S. Tax Code, existing final and temporary U.S. Treasury Regulations, the Canada-United States Tax Convention (1980), as amended, and current administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences to vary substantially from those described below.

This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state or local, U.S. federal net investment income or non-U.S. tax consequences to U.S. Holders of the Arrangement or the ownership and disposition of Coeur Shares received pursuant to the Arrangement. This summary does not address the U.S. federal income tax consequences of transactions effected prior to or subsequent to, or concurrently with, the Arrangement (whether or not any such transactions are undertaken in connection with the Arrangement), and does not address any vesting, conversion, assumption, disposition, exercise, exchange, or other transaction involving New Gold Options, New Gold PSUs, New Gold RSUs, and New Gold DSUs or any rights to acquire New Gold Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or is expected to be obtained, regarding the U.S. federal income tax consequences described herein. This discussion is not binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such a position would not be sustained by a court. This discussion also assumes that the Arrangement is carried out as described in this Circular and that the Arrangement is not integrated with any other transaction for U.S. federal income tax purposes.

This discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of New Gold Shares (or, after the Arrangement, Coeur Shares) and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder is made. This summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. This discussion applies only to U.S. Holders that own New Gold Shares and will own Coeur Shares as “capital assets” within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment), and does not discuss all of the U.S. federal income tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law, including without limitation:

U.S. Holders that are subject to special provisions under the U.S. Tax Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, state and local, and non-U.S. tax consequences relating to the Arrangement, the receipt of the Consideration pursuant to the Arrangement, and the ownership and disposition of the Coeur Shares by such U.S. Holders following the Arrangement.

U.S. Holders are urged to also review the separate discussion concerning Canadian federal income tax consequences. See “Certain Canadian Federal Income Tax Considerations”.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of New Gold Shares at the time of the Arrangement and, to the extent applicable, Coeur Shares following the Arrangement, that is:

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership or other “pass-through” entity for U.S. federal income tax purposes, holds New Gold Shares at the time of the Arrangement or, to the extent applicable, Coeur Shares following the Arrangement, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A shareholder that is a partnership and a partner (or other owner) in such partnership is urged to consult its own tax advisors about the U.S. federal income tax consequences of the Arrangement.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL UNITED STATES TAX CONSEQUENCES RELATING TO THE ARRANGEMENT AND HOLDING AND DISPOSING OF COEUR SHARES RECEIVED PURSUANT TO THE ARRANGEMENT. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Federal Income Tax Consequences of the Arrangement and the Receipt of the Consideration Pursuant to the Arrangement

It is intended that, for U.S. federal income tax purposes, the Arrangement qualify as a “reorganization” within the meaning of section 368(a) of the U.S. Tax Code. However, no opinion of counsel has been obtained, and neither Coeur nor New Gold intends to seek a ruling from the IRS regarding the characterization of the Arrangement for U.S. federal income tax purposes. Therefore, there can be no assurance that the IRS will not disagree with or challenge the intended characterization of the Arrangement for U.S. federal income tax purposes.

Tax Consequences if the Arrangement Qualifies as a Reorganization

If the Arrangement qualifies as a “reorganization” within the meaning of section 368(a) of the U.S. Tax Code, and subject to the PFIC rules discussed below, the following U.S. federal income tax consequences will result for U.S. Holders who do not exercise Dissent Rights:

If a U.S. Holder holds different blocks of New Gold Shares (generally as a result of having acquired different blocks of shares at different times or at different costs), such U.S. Holder’s tax basis and holding period in its Coeur Shares may be determined with reference to each block of New Gold Shares surrendered in exchange therefor. Any such holder is urged to consult its own tax advisors with regard to identifying the bases or holding periods of the particular Coeur Shares received in the Arrangement.

In general, if the Arrangement does not qualify as a “reorganization”, and subject to the PFIC rules discussed below, the following U.S. federal income tax consequences will result for U.S. Holders who do not exercise Dissent Rights:

Subject to the PFIC rules discussed below, any gain or loss described in the first bullet point immediately above would be capital gain or loss, which would be long-term capital gain or loss if such New Gold Shares are held for more than one year on the date of the exchange. For these purposes, U.S. Holders must calculate gain or loss separately for each identified block of New Gold Shares (that is, the New Gold Shares acquired at the same cost in a single transaction) surrendered in exchange for Coeur Shares pursuant to the Arrangement. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. Deductions for capital losses are subject to complex limitations under the U.S. Tax Code. Any capital gain or loss recognized by a U.S. Holder will generally be treated as “U.S. source” gain or loss for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Considerations

In General

A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a passive foreign investment company within the meaning of section 1297 of the U.S. Tax Code (“PFIC”) in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to “look through” rules, either: (a) at least 75% of its gross income is “passive” income; or (b) at least 50% of the average value of its assets is attributable to assets that produce, or are held for the production of, passive income. For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business, and the excess of gains over losses from certain commodities transactions, including transactions involving gold and other precious metals. Passive income generally excludes active business gains arising from the sale of commodities, if substantially all of a non-U.S. corporation’s commodities are stock in trade or inventory, real and depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business, and certain other requirements are met.

Based on New Gold’s income, assets, and activities, New Gold believes that it is not classified as a PFIC for the current taxable year and does not anticipate being classified as a PFIC in the taxable year that includes the closing of the Arrangement (if different). In addition, New Gold believes that it was not classified as a PFIC within the previous five taxable years. However, no opinion of legal counsel or ruling from the IRS concerning the PFIC status of New Gold has been obtained or will be requested. The determination of whether any corporation was, is or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, often cannot be predicted with certainty for the current tax year or for any future tax year. There cannot be any assurance that the IRS will not challenge any determination New Gold might make concerning its PFIC status in any taxable year. If New Gold is a PFIC for any year during which a U.S. Holder holds its shares, such holder will be subject to the rules described below under “Consequences of PFIC Status”.

Each U.S. Holder is urged to consult its own tax advisors regarding New Gold’s PFIC status.

Consequences of PFIC Status

Even if the Arrangement qualifies as a reorganization with the meaning of section 368(a) of the U.S. Tax Code, section 1291(f) of the U.S. Tax Code provides that, to the extent provided in U.S. Treasury Regulations, a U.S. Holder that disposes of PFIC stock must recognize gain notwithstanding any other provisions of the U.S. Tax Code. Under proposed U.S. Treasury Regulations, if New Gold is determined to be a PFIC for any taxable year (or portion thereof) that is included in a U.S. Holder’s holding period for its New Gold Shares and either the U.S. Holder did not make a timely qualified electing fund (“QEF”) election for New Gold’s first taxable year as a PFIC in which the U.S. Holder held New Gold Shares, a QEF election along with a “purging election” or a timely mark-to-market election, or the Arrangement does not qualify as a transfer to a U.S. person under proposed U.S. Treasury Regulations Section 1.1291-6(c), then such U.S. Holder generally will be subject to special rules. Under these rules:

As indicated above, there are certain U.S. federal income tax elections that sometimes can be made to generally mitigate or avoid these PFIC tax consequences if New Gold were to be classified as a PFIC for any tax year during which a U.S. Holder has held New Gold Shares. The impact of the PFIC rules on a U.S. Holder of New Gold Shares will depend in part on whether the U.S. Holder has made a timely and effective election to treat New Gold as a QEF or made a mark-to-market election. A U.S. Holder is urged to consult its own tax advisors regarding the availability and consequences of making a QEF election or a mark-to-market election with respect to New Gold.

Notwithstanding the foregoing, under proposed U.S. Treasury Regulations section 1.1291-6(c), a U.S. Holder that did not elect to treat a PFIC as a QEF or make a mark-to-market election with respect to a PFIC nonetheless would not recognize gain on a direct or indirect disposition of stock of a PFIC that results from a reorganization under section 368 of the U.S. Tax Code if immediately after the reorganization such stock is owned or considered owned by a U.S. person (U.S. transferee), provided that:

New Gold and Coeur expect that the Arrangement will satisfy the requirements under proposed U.S. Treasury Regulations Section 1.1291-6(c) for a transfer to a U.S. person, but can provide no assurance in this regard. No opinion of legal counsel or ruling from the IRS concerning this exception has been obtained or will be requested.

Moreover, the proposed U.S. Treasury Regulations discussed above were proposed in 1992 and have not been adopted in final form. The proposed U.S. Treasury Regulations state that they are to be effective for transactions occurring on or after April 1, 1992. However, because the proposed U.S. Treasury Regulations have not yet been adopted in final form, they are not currently effective and there is no assurance they will be finally adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final U.S. Treasury Regulations, taxpayers may apply reasonable interpretations of the U.S. Tax Code provisions applicable to PFICs and that it considers the rules set forth in the proposed U.S. Treasury Regulations to be reasonable interpretations of those U.S. Tax Code provisions.

The rules for PFICs, QEF elections, mark-to-market elections and other elections are complex and affected by various factors in addition to those described above. U.S. Holders are urged to consult their own tax advisors regarding the application of the rules to their particular circumstances.

Payments Related to Dissent Rights

For U.S. federal income tax purposes, a U.S. Holder that receives a payment for its New Gold Shares pursuant to the exercise of Dissent Rights will generally recognize gain or loss equal to the difference, if any, between (a) the cash received; and (b) such U.S. Holder’s adjusted tax basis in the New Gold Shares surrendered in exchange therefor. Subject to the PFIC rules discussed above, such recognized gain or loss would generally constitute capital gain or loss and would constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Dissent Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. The ability of a U.S. Holder to offset capital losses against ordinary income is limited. The deductibility of capital losses is subject to limitations under the U.S. Tax Code.

Specified Foreign Financial Assets Reporting

Certain U.S. Holders that hold “specified foreign financial assets” are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of specified foreign financial asset includes not only financial accounts maintained in foreign financial institutions, but also, if held for investment and not held in an account maintained by a financial institution, securities of non-U.S. issuers (subject to certain exceptions, including an exception for securities of non-U.S. issuers held in accounts maintained by domestic financial institutions). U.S. Holders are urged to consult their own tax advisors regarding the possible reporting requirements with respect to their investments in New Gold Shares and the penalties for non-compliance.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Coeur Shares

Distributions with Respect to Coeur Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Coeur Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any non-U.S. income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Coeur, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Coeur, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Coeur Shares and thereafter as gain from the sale or exchange of such Coeur Shares (see “Sale or Other Taxable Disposition of Coeur Shares” below). Dividends received on Coeur Shares by corporate U.S. Holders generally will be eligible for the “dividends received deduction” subject to various conditions and limitations, including holding period requirements. Dividends paid by Coeur to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains, provided certain holding period and other conditions are satisfied. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Coeur Shares

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of Coeur Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in such Coeur Shares surrendered in the sale or other disposition. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such Coeur Shares are held for more than one year. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. Deductions for capital losses are subject to significant limitations under the U.S. Tax Code.

Backup Withholding and Information Reporting

The proceeds of a sale or deemed sale by a U.S. Holder of New Gold Shares or Coeur Shares, or distributions thereon, may be subject to information reporting to the IRS and to U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

THIS DISCUSSION IS GENERAL IN NATURE AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER IN LIGHT OF THE SHAREHOLDER’S PARTICULAR CIRCUMSTANCES, OR TO CERTAIN TYPES OF SHAREHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER U.S. FEDERAL INCOME TAX LAWS. YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE ARRANGEMENT AND THE HOLDING AND DISPOSING OF COEUR SHARES RECEIVED PURSUANT TO THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS.

RISK FACTORS

Shareholders that vote in favour of the Arrangement Resolution are voting in favour of combining the businesses of New Gold and Coeur and are making an investment decision with respect to Coeur Shares. Shareholders should carefully consider the risk factors set out below relating to the Arrangement and the proposed combination of New Gold’s and Coeur’s respective businesses. Shareholders should also carefully consider the risk factors contained in the documents incorporated by reference in this Circular as described under Appendix G and Appendix H. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or not considered material to New Gold, may also adversely affect the Arrangement, New Gold or Coeur prior to the completion of the Arrangement or the combined businesses following completion of the Arrangement. These risk factors should be considered in conjunction with all other information contained in this Circular, including the documents incorporated by reference herein, and documents filed by New Gold and Coeur pursuant to applicable Laws from time to time.

Risk Factors Relating to the Arrangement

The Arrangement may not be completed

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside of the control of New Gold or Coeur. Among other things, the Arrangement is conditional upon the approval of the Arrangement Resolution by Shareholders, approval of the Coeur Stock Issuance and Coeur Charter Amendment by Coeur Stockholders, TSX and NYSE approvals, Court approval and Regulatory Approvals. There can be no assurance that any or all such conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty about the timing of their satisfaction or waiver. A substantial delay in satisfying the conditions precedent, including in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in any approvals could have an adverse effect on the business, financial condition or results of operations of New Gold, Coeur or the Combined Company and, in some cases, could result in the Arrangement not being completed.

In addition, each of Coeur and New Gold has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can New Gold provide any assurance, that the Arrangement Agreement will not be terminated before the completion of the Arrangement. For instance, either Coeur or New Gold has the right, in certain circumstances, to terminate the Arrangement Agreement if a New Gold Material Adverse Effect or a Coeur Material Adverse Effect, as applicable occurs. There is no assurance that a New Gold Material Adverse Effect or a Coeur Material Adverse Effect will not occur before the Effective Date, in which case Coeur or New Gold could elect to terminate the Arrangement Agreement and the Arrangement would not proceed. Coeur and New Gold also each have the right in certain circumstances to terminate the Arrangement Agreement pursuant to a New Gold Superior Proposal and a Coeur Superior Proposal, as applicable. The failure to complete the Arrangement could materially negatively impact the market price of the New Gold Shares. Moreover, if the Arrangement Agreement is terminated and the Board decides to seek another business combination or other strategic transaction, there can be no assurance that it will be able to find a party willing to agree to an equivalent or more attractive price than the price to be paid pursuant to the Arrangement.

The failure to complete the Arrangement could negatively impact New Gold and have a material adverse effect on the current and future operations, financial condition and prospects of New Gold

If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of substantial resources by New Gold to the completion thereof could have a negative impact on its current business relationships (including with current and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future business, operations, results of operations, financial condition and prospects of New Gold. In addition, failure to complete the Arrangement for any reason could materially negatively impact the market price of the New Gold Shares.

The Arrangement may be completed even though material adverse changes may result from the announcement of the Arrangement, industry-wide changes or other causes

In general, New Gold or Coeur can refuse to complete the Arrangement if a Coeur Material Adverse Effect or a New Gold Material Adverse Effect, respectively, has occurred and is continuing as of the Effective Time. However, some types of changes that would result in a Coeur Material Adverse Effect or New Gold Material Adverse Effect, as applicable, are excluded from the applicable definition and do not permit either party to refuse to complete the Arrangement. If such adverse effects occur but Coeur and New Gold still complete the Arrangement, it may have a negative impact on the market price of Coeur Shares.

The market value of the Coeur Shares that Shareholders receive in connection with the Arrangement may be less than the value of the New Gold Shares as of the date of the Arrangement Agreement or the date of the Meeting

The consideration payable to Shareholders pursuant to the Arrangement is based on a fixed Exchange Ratio and there will be no adjustment for changes in the market price of New Gold Shares or Coeur Shares prior to the completion of the Arrangement. Neither New Gold nor Coeur is permitted to terminate the Arrangement Agreement and abandon the Arrangement solely because of changes in the market price of New Gold Shares or Coeur Shares. There could be a significant amount of time between the date when Shareholders and Coeur Stockholders vote at their respective shareholder meetings and the date on which the Arrangement is completed. As a result, the relative or absolute prices of the New Gold Shares or the Coeur Shares may fluctuate significantly between the dates of the Arrangement Agreement, this Circular, the Meeting, the Coeur Meeting and completion of the Arrangement. These fluctuations may be caused by, among other factors, changes in the businesses, operations, results and prospects of one or both of New Gold and Coeur, market expectations as to the likelihood that the Arrangement will be completed and the timing of its completion, the prospects for the Combined Company’s operations following completion of the Arrangement, the effect of any conditions or restrictions imposed on or proposed with respect to the Combined Company by Governmental Entities, including as may be required to obtain any Regulatory Approvals, and general market and economic conditions. Historical market prices are not indicative of future market prices or the market value of the Coeur Shares that Shareholders will receive on completion of the Arrangement. There can be no assurance that the market value of such Coeur Shares will equal or exceed the market value of the New Gold Shares held by Shareholders prior to such time. In addition, there can be no assurance that the trading price of the Coeur Shares will not decline following completion of the Arrangement.

New Gold may become liable to pay the New Gold Termination Payment or make a payment for the reimbursement of Coeur’s expenses

If the Arrangement Agreement is terminated in certain circumstances, New Gold may be required to pay the New Gold Termination Payment to Coeur. Moreover, if New Gold is required to pay the New Gold Termination Payment under the Arrangement Agreement and New Gold does not enter into or complete an alternative transaction, the financial condition of New Gold may be materially adversely affected. In addition, if the Arrangement Agreement is terminated in certain circumstances where the Shareholders have not approved the Arrangement Resolution, New Gold will be obligated to pay Coeur up to $33,965,000 as an expense reimbursement for the costs and expenses incurred or accrued by or on behalf of Coeur in connection with the Arrangement and the Arrangement Agreement.

The New Gold Termination Payment may discourage other parties from proposing a significant business transaction with New Gold

Under the Arrangement Agreement, New Gold is required to pay the New Gold Termination Payment in the event that the Arrangement is terminated in certain circumstances relating to a possible alternative transaction to the Arrangement. The New Gold Termination Payment may discourage third parties from attempting to propose a significant business transaction with New Gold, even if a different transaction could provide better value to Shareholders than the Arrangement.

The Arrangement Agreement imposes restrictions on New Gold prior to closing

New Gold is subject to customary non-solicitation provisions under the Arrangement Agreement, pursuant to which, New Gold is restricted from soliciting, initiating or knowingly facilitating any Acquisition Proposal, among other things. The Arrangement Agreement also restricts New Gold from taking specified actions without the consent of Coeur until the Arrangement is completed. These restrictions may constrain New Gold’s activities, including preventing New Gold from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. If the Arrangement is not completed for any reason, the announcement of the Arrangement, the dedication of New Gold’s resources to the completion thereof, and the restrictions that were imposed on New Gold, may have an adverse effect on the future operations, financial condition and prospects of New Gold as a standalone entity.

New Gold will incur substantial transaction fees and costs in connection with the Arrangement. If the Arrangement is not completed, the costs may be significant and could have an adverse effect on New Gold

New Gold has incurred and expects to incur additional material non-recurring expenses in connection with the Arrangement and completion of the transactions contemplated by the Arrangement Agreement. If the Arrangement is not completed, New Gold will need to pay certain costs relating to the Arrangement incurred prior to the date the Arrangement was abandoned, such as legal, accounting, financial advisory, proxy solicitation and printing fees. Such costs may be significant and could have an adverse effect on the future results of operations, cash flows and financial condition of New Gold.

There are risks related to Coeur’s business

While New Gold has completed due diligence investigations, including reviewing technical, environmental, legal, tax accounting, financial and other matters, with respect to Coeur and its business, certain risks either may not have been uncovered or are not known at this time. Such risks may have an adverse impact on New Gold and the combined assets of New Gold and Coeur following the Arrangement and may have a negative impact on the value of the New Gold Shares. See “Risk Factors” in the Coeur Annual Report.

Directors and officers of New Gold may have interests in the Arrangement that may be different from those of Shareholders generally

In considering the unanimous recommendation of the Board to vote for the Arrangement Resolution, Shareholders should be aware that certain members of New Gold’s management and the Board may have certain interests in connection with the Arrangement that differ from, or are in addition to, those of Shareholders generally and may present them with actual or potential conflicts of interest in connection with the Arrangement. See “Interest of Certain Persons in Matters to be Acted Upon”.

Coeur and New Gold may be the targets of legal claims, securities class actions, derivative lawsuits and other claims

Coeur and New Gold may be the target of securities class action lawsuits, derivative lawsuits and other legal claims, which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Coeur or New Gold seeking to restrain the Arrangement or seeking monetary compensation or other redress. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

The Consideration Shares to be received by Shareholders as a result of the Arrangement will have different rights from the New Gold Shares

Coeur is a Delaware corporation governed under the DGCL. New Gold is a company governed by the BCBCA. Upon completion of the Arrangement, Shareholders will become Coeur Stockholders and their rights as stockholders will be governed by the DGCL and Coeur’s constating documents. Certain of the rights associated with Coeur Shares under the DGCL and Coeur’s constating documents are different from the rights associated with New Gold Shares under the BCBCA. See Appendix L “Comparison of Rights of New Gold Shareholders and Coeur Stockholders”.

Coeur may terminate the Arrangement Agreement if Shareholders holding more than 5% of the New Gold Shares exercise Dissent Rights

Registered Shareholders as of the Record Date have the right to exercise Dissent Rights and demand payment equal to the fair value of their Dissent Shares in cash. Coeur’s obligation to complete the Arrangement is conditional upon Dissent Rights not being exercised by Shareholders holding more than 5% of the issued and outstanding New Gold Shares. Accordingly, the Arrangement may not be completed if Shareholders exercise Dissent Rights in respect of more than 5% of the issued and outstanding New Gold Shares and Coeur does not waive this condition to its obligation to complete the Arrangement. Further, if Dissent Rights are exercised in respect of a significant number of Dissent Shares, a substantial cash payment may be required to be made to such Shareholders, which could have an adverse effect on the Combined Company’s financial condition and cash resources.

The Arrangement may divert the attention of management of the Parties, impact the Parties’ ability to attract or retain key personnel or impact the Parties’ third party business relationships

The Arrangement could cause the attention of management of New Gold and Coeur to be diverted from their respective day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the current and future business, operations, results of operations, financial condition and prospects of New Gold and Coeur. Because the completion of the Arrangement is subject to uncertainty, officers and employees of New Gold and Coeur may experience uncertainty about their future roles, which may adversely affect New Gold’s and Coeur’s ability to attract or retain key management and personnel in the period until the completion or termination of the Arrangement.

Risk Factors Relating to the Combined Company Following Completion of the Arrangement

It is possible that the anticipated benefits of the Arrangement are not realized

New Gold and Coeur are proposing to complete the Arrangement for a variety of reasons, including to strengthen the position of each entity in the mining industry and to combine the assets of both companies to realize certain benefits, including those set forth in this Circular under the heading “The Arrangement – Reasons for the Recommendation of the Special Committee and the Board”. Achieving the anticipated benefits of the Arrangement depends in part on the ability of Coeur to effectively fund and develop the Combined Company’s key projects, to realize the anticipated capital and operating synergies and to maximize the potential of its improved growth opportunities and anticipated capital funding opportunities. A variety of factors, including those risk factors set forth in this Circular and in the documents incorporated by reference herein, may adversely affect the ability of the Combined Company to achieve the anticipated benefits of the Arrangement.

There are risks related to the integration of Coeur and New Gold

The ability to realize the benefits of the Arrangement will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Coeur’s ability to realize the anticipated growth opportunities and synergies from integrating New Gold’s business following completion of the Arrangement. This integration will require the dedication of management effort, time and resources which may divert management’s focus and resources from other strategic opportunities available to the Combined Company, and from operational matters during this process.

In addition, the integration process could result in disruption of existing relationships with suppliers, employees, customers and other constituencies of Coeur and New Gold. There can be no assurance that management will be able to integrate the operations of each of the businesses successfully or achieve any of the synergies or other benefits that are anticipated to result from the Arrangement. New Gold understands that the integration process is in the planning phase, and although most operational and strategic decisions have yet to be made, key decisions with respect to selected senior staffing positions and organization structure are progressing. These decisions and the integration of Coeur and New Gold will present challenges to management, including the integration of systems and personnel of the companies, unanticipated liabilities and unanticipated costs. It is possible that the integration process could result in the loss of key employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of management to maintain relationships with customers, suppliers, employees or to achieve the anticipated benefits of the Arrangement. The performance of the Combined Company’s operations following the Arrangement could be adversely affected if it cannot retain key employees to assist in the integration and operation of New Gold and Coeur.

Any inability of management to successfully integrate the operations could have a material adverse effect on the business, financial condition and results of operations of the Combined Company.

After the completion of the Arrangement, the Combined Company will face the same risks that each of Coeur and New Gold currently face, in addition to other risks.

The mineral resources of the Combined Company may not be realizable

The mineral reserves and mineral resources in respect of the properties in which New Gold and Coeur hold interests are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves could be mined or processed profitably. Actual mineral reserves may not conform to geological or other expectations, and the volume and grade of production may be below the estimated levels.

There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the control of New Gold or Coeur. Mineral reserve and mineral resource estimates are materially dependent on the prevailing price of minerals, including gold, silver and copper, and the cost of recovering and processing minerals at the individual mine sites. Market fluctuations in the price of minerals, including gold, silver and copper, or increases in recovery costs, as well as various short-term operating factors, may cause a mining operation to be unprofitable in any particular accounting period.

Significant demands will be placed on the Combined Company following completion of the Arrangement and Coeur and New Gold cannot provide any assurance that their systems, procedures and controls will be adequate to support the expansion of operations and associated complexity following and resulting from the Arrangement

As a result of the pursuit and completion of the Arrangement, significant demands will be placed on the managerial, operational and financial personnel and systems of Coeur and New Gold. Coeur and New Gold cannot provide any assurance that their systems, procedures and controls will be adequate to support the expansion of operations and associated complexity following and resulting from the Arrangement. The future operating results of the Combined Company following completion of the Arrangement may be affected by the ability of its officers and key employees to manage changing business conditions, to integrate the acquisition of New Gold and to execute on the Combined Company’s business strategy.

Following the Arrangement, the trading price of the Coeur Shares cannot be guaranteed, may be volatile and could be less than, on an adjusted basis, the current trading prices of Coeur and New Gold due to various market-related and other factors

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which are not necessarily related to the operating performance, underlying asset values or prospects of such companies. Securities of companies in the mining industry have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the mining industry. There can be no assurance that continuing fluctuations in price will not occur. The market price per Coeur Share is also likely to be affected by changes in the Combined Company’s financial condition or results of operations. Other factors unrelated to the performance of the Combined Company that may have an effect on the price of Coeur Shares include the following: (a) changes in the market price of the commodities that the Combined Company will sell and purchase; (b) current events affecting the economic, political and/or social situation in Canada, the United States, Mexico and internationally; (c) trends in the global mining industries; (d) regulatory and/or government actions, rulings or policies; (e) changes in financial estimates and recommendations by securities analysts or rating agencies; (f) acquisitions and financings completed by the Combined Company; (g) the economics of current and future projects and operations of the Combined Company; (h) quarterly variations in operating results; (i) the operating and share price performance of other companies, including those that investors may deem comparable; (j) the issuance of additional equity securities of the Combined Company, as applicable, or the perception that such issuance may occur; and (k) purchases or sales of blocks of Coeur Shares.

There are risks associated with the market price of mineral commodities

The profitability of the Combined Company’s operations will be dependent upon the market price of mineral commodities. Mineral prices, including the price of gold, silver and copper, fluctuate widely and are affected by numerous factors beyond the control of the Combined Company. Such factors include global supply chain disruptions and constraints on trade, which have caused anticipated fluctuations of the market price and volatility of commodities. The level of interest rates, the rate of inflation, the world supply and liquidity of mineral commodities and the stability of exchange and future rates can also all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and on-going political developments. The price of mineral commodities, including the price of gold, silver and copper, has fluctuated widely in recent years, and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Combined Company’s business, financial condition and results of operations.

The Combined Company will be subject to risks associated with tariffs, trade restrictions and international trade policy

As an international company with operations and suppliers in the United States, Mexico, Canada and other jurisdictions, the Combined Company would be exposed to risks caused by changing trade policies and the imposition of tariffs, duties, export or import controls, sanctions, quotas and other policies regulating international commerce. These risks include potential increases in the cost of mining equipment, steel, chemical reagents, fuel and other critical materials, as well as restrictions on the import or export of goods and technology essential to our operations. The imposition of tariffs by the United States or other countries where the Combined Company operates or from which it sources materials could result in higher operating and capital costs, supply chain disruptions and potential production delays. In addition, volatile geopolitical dynamics may contribute to currency volatility, inflationary pressure on materials and energy, and reduced global demand for gold, silver and copper. The Combined Company’s ability to transport materials and finished products across borders is also subject to the risk of increased regulation or restriction by governmental authorities, including through customs delays, trade restrictions or new licensing and quota requirements. Such measures could be adopted with little notice and may materially affect the Combined Company’s operations. Further, the Combined Company may be adversely impacted by shifts in trade agreements, regional economic integration or changes in the interpretation and enforcement of customs, tax and environmental regulations affecting mining operations. Any such changes could result in the imposition of new or higher tariffs, royalties, or taxes; limitations on foreign ownership; or restrictions on the export of mined products, thereby increasing costs or reducing profitability. There can be no assurance that future foreign trade policies will not impose additional burdens on the mining industry or on the Combined Company specifically. The enactment or expansion of tariffs, export controls or trade restrictions could materially and adversely affect the Combined Company’s financial condition, results of operations and cash flows.

There are risks associated with operating in Mexico

A significant portion of Coeur’s revenues are generated by operations in Mexico. Exploration, development, production and closure activities in Mexico are potentially subject to heightened political and social risks that are beyond the control of Coeur and could result in increased costs, capacity constraints and potential disruptions to the Combined Company. These risks include the possible unilateral cancellation or forced renegotiation of contracts in which the Combined Company, directly or indirectly, may have an interest, unfavorable changes in laws and regulations, royalty and tax increases (including taxes associated with the import or export of goods), risks associated with the value-added tax (“VAT”) and income tax refund recovery and collection process, aggressive or punitive tax audits, policy-driven or punitive interference with or moratoriums on processing of permit applications or granting water or mineral concessions, erection of trade barriers, including tariffs and duties, claims by governmental entities or indigenous communities, changes to mining and related laws impacting current and future operations, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which the operations of the Combined Company will be conducted.

In addition, recent amendments to mining, water and environmental laws in Mexico, and recent government actions under the prior Mexican administration intended to slow or halt the normal processing of permits and granting of water or mineral concessions, could impose additional restrictions on the Combined Company’s ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions. The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes, tariffs or duties imposed by U.S. or foreign jurisdictions, as well as other actions taken in potential trade disputes, which could have a material adverse effect on the Combined Company, financial condition, or future prospects. In addition, the Combined Company’s rights under local law may be less secure where judicial systems are susceptible to manipulation and intimidation by government agencies, non-governmental organizations or civic groups. Any of these developments could require the Combined Company to curtail or terminate operations at its mines, incur significant costs to renegotiate contracts, meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labour or services and recognize higher taxes, address aggressive or punitive tax audit assessments including through litigation, or experience significant delays or obstacles in the recovery of VAT or income tax refunds owed, which could materially and adversely affect financial condition, results of operations and cash flows.

The unaudited combined pro forma financial statements are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the Arrangement

The unaudited pro forma consolidated financial statements contained in this Circular are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of Coeur following the Arrangement for several reasons. For example, the unaudited pro forma consolidated financial statements have been derived from the respective historical financial statements of Coeur and New Gold, and certain estimates, adjustments and assumptions made as of the dates indicated therein may not be relevant in regards to the Combined Company and other adjustments and assumptions have been made to give effect to the Arrangement and the other respective relevant transactions which may not, with the passage of time, turn out to be relevant or correct. The information upon which these estimates, adjustments and assumptions have been made is preliminary, and estimates, adjustments and assumptions of this nature require the exercise of judgment and are difficult to make with complete accuracy. See “Statements Regarding Forward-Looking Information”.

The issuance of a significant number of Coeur Shares and a resulting “market overhang” could adversely affect the market price of the Coeur Shares after completion of the Arrangement

On completion of the Arrangement, a significant number of additional Coeur Shares will be issued and available for trading in the public market. The increase in the number of Coeur Shares may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, the Coeur Shares.

The Combined Company’s credit ratings will be subject to ongoing evaluation

The terms of the Combined Company’s debt financing following the Arrangement will, in part, be dependent on the credit ratings assigned to its securities by independent credit rating agencies. The Combined Company’s credit ratings upon completion of the Arrangement will reflect each rating organization’s opinion of the Combined Company’s financial strength, operating performance and ability to meet the obligations associated with its securities. The credit rating of the Combined Company will be subject to ongoing evaluation by credit rating agencies, and there can be no assurance that such ratings will be maintained in the future. Downgrades in the Combined Company’s ratings could adversely affect the Combined Company’s business, cash flows, financial condition, operating results and share and debt prices.

The Combined Company may not realize the benefits of its growth projects

As part of its strategy, the Combined Company will continue its efforts to develop new mineral projects. A number of risks and uncertainties are associated with the exploration and development of these types of projects, including political, regulatory, design, construction, labour, operating, technical and technological risks, uncertainties relating to capital and other costs and financing risks.

The level of production and capital and operating cost estimates relating to the expanded portfolio of growth projects are based on certain assumptions and are inherently subject to significant uncertainties. It is likely that actual results of the Combined Company’s projects will differ from its current estimates and assumptions, and these differences may be material. In addition, experience from actual mining or processing operations may identify new or unexpected conditions which could reduce production below, and/or increase capital and/or operating costs above, current estimates. If actual results are less favourable than current estimates, the Combined Company’s business, results of operations, financial condition and liquidity could be adversely impacted.

The Combined Company may enter into additional strategic transactions and issue additional equity securities

In the ordinary course of business, Coeur regularly considers and evaluates strategic opportunities, including additional acquisitions or investments. The Combined Company may enter into additional strategic transactions, which may require the issuance of additional equity securities. Any such strategic transaction could be material to the Combined Company’s business, including by, among other things, exposing the Combined Company to new geographic, political, operating, financial, geological and other risks, and could result in a material increase in the number of the outstanding Coeur Shares or the aggregate amount of outstanding debt, which may adversely affect the Combined Company’s share price.

BUSINESS COMBINATION UNDER MI 61-101

New Gold is a reporting issuer in each of the provinces and territories of Canada, and accordingly is subject to the requirements of MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101) that terminate the interests of equity securityholders without their consent (regardless of whether the equity security is replaced with another security). MI 61-101 provides that, in certain circumstances, where a “related party” of an issuer (as defined in MI 61-101) is entitled to receive a “collateral benefit” (as defined in MI 61-101), in connection with an arrangement, such transaction may be considered a “business combination” for the purposes of MI 61-101 and as a result such related party will be an “interested party” (as defined in MI 61-101). A “related party” includes a director, senior officer and a shareholder holding over 10% of the issued and outstanding shares of the issuer.

A “collateral benefit” (as defined in MI 61-101) includes any benefit that a related party of New Gold is entitled to receive as a consequence of the Arrangement, including without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to services as an employee, director or consultant of New Gold. MI 61-101 excludes from the meaning of collateral benefit a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party’s services as an employee or director of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) at the time the transaction is agreed to, the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities the related party beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities beneficially owned by the related party, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

If the Arrangement is completed, certain directors and officers will be entitled to certain payments related to the change of control of New Gold, including potential severance payments and accelerated vesting of their Incentive Awards, as more particularly described under “Interest of Certain Persons in Matters to be Acted Upon” and “The Arrangement – Description of the Arrangement – Effect of the Arrangement on Holders of Incentive Awards”. New Gold has considered whether these entitlements may constitute a “collateral benefit” for purposes of MI 61-101 such that the Arrangement would therefore constitute a “business combination” under MI 61-101. New Gold has determined that none of these entitlements is a “collateral benefit” for the purposes of MI 61-101 as, among other things, each New Gold recipient thereof beneficially owns, or exercises control or direction over, less than 1% of New Gold’s outstanding equity securities and the full particulars of the entitlements have been disclosed herein.

Patrick Godin, the President, Chief Executive Officer and a director of New Gold, will be entitled to certain benefits in connection with his role as a director of Coeur upon completion of the Arrangement. Accordingly, New Gold has determined that Mr. Godin will receive a collateral benefit that does not fall within the exclusion in the definition of “collateral benefit” under MI 61-101. As a result, the Arrangement is a “business combination” for the purposes of MI 61-101 since the interest of a holder of New Gold Shares may be terminated without such holder’s consent and a related party of New Gold will receive a collateral benefit in connection with the Arrangement.

As a result, the votes attached to the 290,050 New Gold Shares beneficially owned by Mr. Godin as of the Record Date will be excluded for the purposes of determining minority approval for the Arrangement Resolution under MI 61-101. The below table provides the details of the benefits to be received by the officers and directors of New Gold in connection with the Arrangement, in addition to amounts to be received for their New Gold Shares, but excluding the severance payments payable under their respective Employment Agreements (which are disclosed under the heading “Interest of Certain Persons in Matters to be Acted Upon – New Gold Contractual Change of Control Payments” below):

Notes:

In addition to the amounts set out above, if the Arrangement is completed, the officers of New Gold may be entitled to severance payments as described under the heading “Interest of Certain Persons in Matters to be Acted Upon”.

Minority Approval Requirements

As a result of the foregoing, the Arrangement requires minority approval under MI 61-101. Accordingly, in addition to the approval of the Arrangement Resolution by at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, to be effective, the Arrangement Resolution must also be approved by at least a simple majority of the votes cast by Shareholders present (virtually or in-person) or represented by proxy and entitled to vote at the Meeting, excluding the votes of the persons whose votes may not be included in determining minority approval of a business combination under MI 61-101. The 290,050 votes attached to the New Gold Shares beneficially owned by Mr. Godin as of the Record Date, representing approximately 0.04% of the issued and outstanding New Gold Shares as of the Record Date, will be excluded for the purposes of determining minority approval for the Arrangement under MI 61-101.

Formal Valuation

New Gold is not required to obtain a formal valuation under MI 61-101 as no “interested party” (as defined in MI 61-101) is, as a consequence of the Arrangement, directly or indirectly acquiring New Gold or its business, or combining with New Gold, whether alone or with joint actors, and neither the Arrangement nor the transactions contemplated thereby is a “related party transaction” (as defined in MI 61-101) for which New Gold would be required to obtain a formal valuation.

Prior Valuations

There have been no “prior valuations” (as defined in MI 61-101) in respect of New Gold in the 24 months before the date of this Circular, the existence of which is known, after reasonable inquiry to New Gold or to any director or officer of New Gold.

Prior Offers

New Gold has not received any bona fide prior offers (as contemplated in MI 61-101) during the 24 months preceding the entry into the Arrangement Agreement.

DISSENT RIGHTS OF SHAREHOLDERS

Shareholders who wish to dissent with respect to the Arrangement Resolution should take note that strict compliance with the dissent procedures is required. Only registered Shareholders as of the Record Date may exercise Dissent Rights.

The following summary of the rights of Dissenting Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder and is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached to this Circular as Appendix D, the full text of the Interim Order, which is attached to this Circular as Appendix B, and the provisions of sections 237 to 247 of the BCBCA, which is attached to this Circular as Appendix K. Pursuant to the Interim Order, Dissenting Shareholders are entitled to be paid fair value for their Dissent Shares under the BCBCA, as modified or supplemented by the Interim Order, the Plan of Arrangement or any other order of the Court. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court. The statutory provisions covering the right to exercise Dissent Rights are technical and complex. Failure to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement or any other order of the Court) may result in the loss of Dissent Rights. It is recommended that you seek independent legal advice if you wish to exercise Dissent Rights.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing. Pursuant to the Interim Order, each registered Shareholder as of the Record Date is entitled, in addition to any other rights the holder may have, to exercise Dissent Rights and to be paid the fair value of the Dissent Shares held by the holder, determined, notwithstanding anything to the contrary contained in sections 237 to 247 of the BCBCA, as of the close of business on the day immediately before the approval of the Arrangement Resolution.

A non-registered (beneficial) Shareholder who desires to exercise Dissent Rights (a) must have made arrangements for the New Gold Shares beneficially owned by such Shareholder to be registered in the name of such Shareholder prior to the Record Date; or (b) alternatively, must make arrangements for the registered Shareholder of such New Gold Shares to exercise Dissent Rights on behalf of such non-registered (beneficial) Shareholder.

Each Dissenting Shareholder shall be deemed to have transferred and assigned its Dissent Shares to New Gold, free and clear of any Liens, in accordance with the Plan of Arrangement, and if such Dissenting Shareholder:

but in no circumstance shall Coeur, the Purchaser or New Gold or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of those New Gold Shares in respect of which such rights are sought to be exercised as of the Record Date. In no case shall Coeur, New Gold, the Purchaser or any other person be required to recognize any Dissenting Shareholder as a holder of New Gold Shares after the time that is immediately prior to the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the central securities register as holders of New Gold.

A Dissenting Shareholder must dissent with respect to all (but not less than all) of the New Gold Shares in which the holder owns a beneficial interest. A Dissenting Shareholder must send New Gold a written notice, in strict compliance with the requirements of section 242 of the BCBCA, to inform it of his or her objection to the Arrangement Resolution and exercise of Dissent Rights (the “Notice of Dissent”), which notice must be received by the Corporate Secretary of New Gold at 181 Bay Street, Suite 3320, Toronto, Ontario, M5J 2T3, Attention: Corporate Secretary, by fax (416-203-0341) or by email (info@newgold.com), with a copy to Davies Ward Phillips & Vineberg at 155 Wellington Street West, Suite 4000, Toronto, Ontario M5V 3J7, Attention: Richard Fridman and Aaron Atkinson or by email (rfridman@dwpv.com and aatkinson@dwpv.com), by 4:00 p.m. (Pacific Time) on the date that is at least two Business Days prior to the date of the Meeting (or 4:00 p.m. (Pacific Time) on the day that is two Business Days immediately preceding the date that any adjourned or postponed Meeting is reconvened or held, as the case may be).

Any failure by a registered Shareholder to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of that holder’s Dissent Rights with respect to the Arrangement. Non-registered (beneficial) Shareholders who wish to exercise such Dissent Rights must arrange for the registered Shareholder holding their New Gold Shares to deliver the Notice of Dissent.

The giving of a Notice of Dissent does not deprive a registered Shareholder of the right to vote at the Meeting; however, a Dissenting Shareholder is not entitled to exercise the Dissent Rights with respect to the Arrangement with respect to any of his or her New Gold Shares if the Dissenting Shareholder votes in favour of the Arrangement Resolution. A vote either virtually or in-person or by proxy against the Arrangement Resolution does not constitute a Notice of Dissent.

A registered Shareholder that wishes to exercise Dissent Rights must prepare a separate Notice of Dissent for himself, herself, or itself if dissenting on his, her or its own behalf, and for each other person who beneficially owns New Gold Shares registered in the Dissenting Shareholder’s name and on whose behalf the Dissenting Shareholder is dissenting, and must dissent with respect to all of the New Gold Shares registered in his, her or its name beneficially owned by the non-registered (beneficial) Shareholder on whose behalf he or she is dissenting. The Notice of Dissent must set out the number of New Gold Shares in respect of which the Notice of Dissent is to be sent (the “Notice Shares”) and (a) if such Notice Shares constitute all of the New Gold Shares of which the holder is the registered and beneficial owner and the holder owns no other New Gold Shares beneficially, a statement to that effect; (b) if such Notice Shares constitute all of the New Gold Shares of which the holder is both the registered and beneficial owner, but the holder owns additional New Gold Shares beneficially, a statement to that effect and the names of the registered holders of New Gold Shares, the number of New Gold Shares held by each such holder and a statement that written Notices of Dissent are being or have been sent with respect to such other New Gold Shares; or (c) if the Dissent Rights are being exercised by a holder of New Gold Shares on behalf of a beneficial owner of New Gold Shares who is not the Dissenting Shareholder, a statement to that effect and the name and address of the beneficial holder of the New Gold Shares and a statement that the registered holder is dissenting with respect to all New Gold Shares of the beneficial holder registered in such registered holder’s name.

If the Arrangement Resolution is approved by the Shareholders as required at the Meeting, and if New Gold notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after New Gold gives such notice, to send to New Gold the certificates (if any) representing the Dissent Shares and a written statement that requires New Gold to purchase all of the Dissent Shares. If the Dissent Rights with respect to the Arrangement are being exercised by the Dissenting Shareholder on behalf of a non-registered (beneficial) Shareholder who is not the Dissenting Shareholder, a statement signed by such non-registered (beneficial) Shareholder is required, which sets out whether the registered Shareholder is the beneficial owner of other New Gold Shares and if so, (a) the names of the registered Shareholder of such New Gold Shares; (b) the number of such New Gold Shares; and (c) that Dissent Rights are being exercised in respect of all such New Gold Shares, all in accordance with section 244(1)(c) of the BCBCA. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the New Gold Shares and New Gold is deemed to have purchased them. Once the Dissenting Shareholder has done so, the Dissenting Shareholder may not vote or exercise any Shareholder rights in respect of the Notice Shares.

The Dissenting Shareholder and New Gold may agree on the amount of the payout value of the Dissent Shares; otherwise, either party may apply to the Court to determine the fair value of the Dissent Shares and the Court may determine the payout value of the Dissent Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on New Gold to make an application to the Court. After a determination of the payout value of the Dissent Shares, New Gold must then promptly pay that amount to the Dissenting Shareholder.

Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissent Shares will be entitled to be paid such fair value and will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Plan of Arrangement had they not exercised their Dissent Rights.

A Dissenting Shareholder loses his or her Dissent Rights with respect to the Arrangement if, before full payment is made for the Dissent Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, the Arrangement Resolution is not passed by Shareholders at the Meeting, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, the Dissenting Shareholder votes in favour of the Arrangement Resolution or the Dissenting Shareholder withdraws the Notice of Dissent with New Gold’s written consent. If and when any of these events occur, New Gold must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.

The discussion above is only a summary of the Dissent Rights with respect to the Arrangement, which are technical and complex. The above summary does not purport to provide a comprehensive statement of the procedures to be followed by Dissenting Shareholders who seek payment of the fair value of their New Gold Shares. New Gold suggests that any Shareholder wishing to avail himself or herself of the Dissent Rights with respect to the Arrangement seek his or her own legal advice, as failure to comply strictly with the applicable provisions of the BCBCA and the Interim Order, the Plan of Arrangement or any other order of the Court may prejudice the availability of such Dissent Rights. Dissenting Shareholders should note that the exercise of Dissent Rights with respect to the Arrangement can be a complex, time-consuming and expensive process. There can be no assurance that the amount a Dissenting Shareholder receives will be more than or equal to the consideration under the Arrangement.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights with respect to the Arrangement, it will lose its Dissent Rights, New Gold will return to the Dissenting Shareholder the certificate(s) representing New Gold Shares that were delivered to New Gold, if any, and if the Arrangement is completed, that Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as a Shareholder that is not a Dissenting Shareholder.

If, as of the Effective Time, the aggregate number of New Gold Shares in respect of which Shareholders have duly and validly exercised Dissent Rights or have instituted proceedings to exercise Dissent Rights in connection with the Arrangement, exceeds 5% of the New Gold Shares then outstanding, Coeur and the Purchaser are entitled, in their discretion, not to complete the Arrangement. See “The Arrangement Agreement – Conditions – Conditions in Favour of Coeur and the Purchaser”.

INFORMATION CONCERNING NEW GOLD

New Gold is a Canadian-focused intermediate gold mining company engaged in the exploration, development and operation of mineral properties. New Gold holds a 100% interest in each of the Rainy River Mine, a gold mine in Ontario, Canada, and the New Afton Mine, a copper and gold mine in British Columbia, Canada.

New Gold was incorporated on January 31, 1980 as “DRC Resources Corporation” under the Company Act (British Columbia) and was transitioned on May 10, 2005 under the BCBCA. On May 4, 2005, the Shareholders passed a special resolution to remove the pre-existing company provisions and adopt new articles. On June 1, 2005, New Gold changed its name to “New Gold Inc.”. Effective January 1, 2012, New Gold amalgamated with its wholly-owned Subsidiaries, Silver Quest Resources Ltd., Geo Minerals Ltd. and Richfield Ventures Corp. Effective October 1, 2014, New Gold amalgamated with its wholly-owned Subsidiaries, Rainy River Resources Ltd. and 0608457 B.C. Ltd. On January 1, 2016, New Gold amalgamated with its wholly-owned subsidiaries, Peak Gold Ltd. and New Gold Bayfield Corp. Following each of the foregoing amalgamations, the amalgamated company continued as New Gold Inc.

New Gold is a reporting issuer under the securities laws of each province and territory of Canada. The New Gold Shares are listed on the TSX and NYSE American, in each case, under the symbol “NGD”. The registered office of New Gold is 925 West Georgia Street, Suite 1600, Vancouver, British Columbia, Canada, V6C 3L2 and its head office is at 181 Bay Street, Suite 3320, Toronto, Ontario, Canada, M5J 2T3.

For further information regarding New Gold, the development of its business and its business activities, see the Annual Information Form of New Gold dated February 24, 2025 (the “Annual Information Form”), which is incorporated by reference in this Circular. See Appendix G for further information on New Gold.

INFORMATION CONCERNING COEUR

Information regarding Coeur is contained in Appendix H attached to this Circular. The information concerning Coeur contained in this Circular has been provided by Coeur for inclusion in this Circular. Although New Gold has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by Coeur is untrue or incomplete, New Gold assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by Coeur to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to New Gold.

INFORMATION CONCERNING THE COMBINED COMPANY

On completion of the Arrangement, Coeur will continue to be a corporation incorporated under and governed by the Delaware General Corporation Law. On the Effective Date, the Purchaser, a wholly-owned subsidiary of Coeur, will own all of the New Gold Shares, and New Gold will be a wholly-owned subsidiary of Coeur. Following completion of the Arrangement, existing Shareholders and Coeur Stockholders are expected to own approximately 38% and 62% of the Combined Company, respectively, in each case based on the number of New Gold Shares and Coeur Shares issued and outstanding on October 31, 2025, the last trading day prior to the announcement of the Arrangement.

For further information regarding the Combined Company after the completion of the Arrangement, please see Appendix I attached to this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, since January 1, 2024, no informed person of New Gold or any associate or affiliate of an informed person, has or had any material interest, direct or indirect, in any transaction or any arrangement which has materially affected or will materially affect New Gold or its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no director or executive officer of New Gold who has held such position at any time since January 1, 2024 or any associate or affiliate of any such person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Ownership of New Gold Shares, New Gold Options, New Gold RSUs, New Gold PSUs and New Gold DSUs

Pursuant to the New Gold Support and Voting Agreements, all of the directors and officers of New Gold who beneficially owned, directly or indirectly, or exercised control or direction over, New Gold Shares agreed with Coeur to vote or cause to be voted such New Gold Shares in favour of the Arrangement Resolution. As of November 2, 2025, such directors and officers and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 738,780 New Gold Shares, representing approximately 0.1% of the issued and outstanding New Gold Shares.

All of the New Gold Shares held by New Gold directors and such officers will be treated in the same fashion under the Arrangement as the New Gold Shares held by any other Shareholder. If the Arrangement is completed, the directors and officers of New Gold and their associates holding such New Gold Shares will receive, in exchange for such New Gold Shares, an aggregate of approximately 366,361 Coeur Shares (prior to deduction or applicable withholdings and rounding due to fractions).

As of November 2, 2025, the directors and officers of New Gold party to the New Gold Support and Voting Agreements and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 202,319 New Gold Options, 1,897,314 New Gold RSUs, 4,708,415 New Gold PSUs and 2,050,626 New Gold DSUs.

Except as otherwise described in this Circular, all of the New Gold Shares and Incentive Awards held by such directors and officers of New Gold will be treated in the same manner under the Arrangement as any New Gold Shares and Incentive Awards held by other holders of such securities. See “The Arrangement – Description of the Arrangement” and “Business Combination Under MI 61-101” for further details on the treatment of the New Gold Shares and the Incentive Awards and information concerning the amounts to be received by the directors and officers of New Gold pursuant to the Arrangement.

New Gold Contractual Change of Control Payments

Except as otherwise described in this Circular, no director or officer of New Gold is entitled to any change of control or other bonus or payment solely as a consequence of the Arrangement. The employment agreements (the “Employment Agreements”) of New Gold’s officers contain “double trigger” change of control provisions. These officers are: Patrick Godin, President and Chief Executive Officer; Keith Murphy, Executive Vice President and Chief Financial Officer; Ankit Shah, Executive Vice President and Chief Strategy Officer; Luke Buchanan, Vice President, Technical Services; Sean Keating, Vice President, General Counsel and Corporate Secretary; Paul Melling, Vice President, Treasury and Risk; Travis Murphy, Vice President, Operations; Jean-François Ravenelle, Vice President, Geology; and Daniel Sharkey, Vice President and Chief Human Resources Officer.

Pursuant to their respective Employment Agreements, each officer listed above is entitled to a change of control payment in the event of a “change of control” (as defined in each Employment Agreement) which is followed by either the termination of such officer’s employment without cause or resignation of such officer following a “triggering event” (as defined in each Employment Agreement), within the 12-month period following the date of “change of control” (either such circumstance, a “Compensation Event”). The definition of “change of control” and “triggering event” is substantially the same in each Employment Agreement. The parties to the Arrangement Agreement have acknowledged that the Arrangement Agreement will result in a “change of control” for the purposes of the Employment Agreements.

Pursuant to the terms of each Employment Agreement, on occurrence of a Compensation Event, each of the foregoing officers is generally entitled to a severance payment equal to the sum of: (a) two times his or her base salary; (b) two times his or her short-term incentive bonus; (c) acceleration of Incentive Awards; and (d) continued participation in New Gold’s health and medical plans until the earlier of obtaining alternate coverage under the terms of any new employment or the second anniversary of the termination date. Any officer who is a Non-Continuing Employee will be entitled to such severance payment.

The severance payments payable as of the Record Date to the officers of New Gold who were listed as NEOs (as defined in Form 51-102F6 – Statement of Executive Compensation) in the management information circular of New Gold dated March 31, 2025, pursuant to each such person’s Employment Agreement in the event of a Compensation Event, but excluding any payments in connection with the settlement of the Incentive Awards which is separately detailed under “Business Combination Under MI 61-101”, would be estimated to be as follows: (a) C$4,165,000, in the case of Mr. Patrick Godin, President and Chief Executive Officer; (b) C$1,680,000, in the case of Mr. Keith Murphy, Executive Vice President and Chief Financial Officer; (c) C$2,016,000, in the case of Mr. Ankit Shah, Executive Vice President and Chief Strategy Officer; and (d) C$1,584,000, in the case of Mr. Luke Buchanan, Vice President, Technical Services. See “Business Combination Under MI 61-101” for details of payments in connection with the settlement of Incentive Awards.

Insurance and Indemnification of Directors and Officers

The Arrangement Agreement provides for the purchase by New Gold of customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by New Gold and in its subsidiaries which are in effect immediately prior to the Effective Date and which provide protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for a period of six years from the Effective Date and Coeur is required to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date, provided that if the aggregate cost of such policy for the six year period exceeds 400% of New Gold’s current annual aggregate premium for policies currently maintained by New Gold or its subsidiaries, New Gold may purchase such insurance on commercially reasonable terms and market-based pricing following consultation in good faith with Coeur and with Coeur’s consent (not to be unreasonably withheld, conditioned or delayed). In addition, Coeur has agreed that it will directly honour all rights to indemnification or exculpation now existing in favour of present and former directors and officers of New Gold and its subsidiaries. These obligations will survive the completion of the Arrangement and will continue in full force and effect for a period of no less than six years from the Effective Date.

AUDITOR, TRANSFER AGENT AND REGISTRAR

New Gold’s auditor is Deloitte LLP and its registrar and transfer agent is Computershare, located in Toronto, Ontario.

EXPENSES OF THE ARRANGEMENT

The aggregate fees and expenses expected to be incurred by New Gold in connection with the Arrangement are estimated to be $35,000,000, including legal, technical, financial and tax advisory, filing and printing costs, the costs of preparing and mailing this Circular and fees in respect of the Fairness Opinions.

New Gold and Coeur have agreed in the Arrangement Agreement that, except in the circumstances described under “The Arrangement Agreement – Termination of the Arrangement Agreement”, each Party will pay all of its respective fees, costs and expenses incurred in connection with the preparation, execution and delivery of the Arrangement Agreement and Plan of Arrangement.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon by Davies Ward Phillips & Vineberg LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP on behalf of New Gold and by Goodmans LLP and Gibson, Dunn & Crutcher LLP on behalf of Coeur. As at December 18, 2025, partners and associates of each of Davies Ward Phillips & Vineberg LLP, Goodmans LLP and Gibson, Dunn & Crutcher LLP beneficially owned, directly or indirectly, less than 1% of the issued and outstanding New Gold Shares, respectively.

INTERESTS OF EXPERTS

New Gold

Each of National Bank Financial and CIBC World Markets is named as having prepared or certified a report, statement or opinion in this Circular, specifically its fairness opinions. See “The Arrangement – Fairness Opinions”. Except for the fees to be paid to the financial advisors, to the knowledge of New Gold, none of the foregoing financial advisors, their directors, officers, employees and partners, as applicable, or their respective associates or affiliates, beneficially owns, directly or indirectly, 1% or more of any outstanding securities of New Gold or any associate or affiliate of New Gold, has received or will receive any direct or indirect interests in the property of New Gold or any of its associates or affiliates, or is expected to be elected, appointed or employed as a director, officer or employee of New Gold or any associate or affiliate thereof.

The audited consolidated financial statements of New Gold as at and for the years ended December 31, 2024 and 2023, incorporated by reference in this Circular, have been audited by Deloitte LLP, the independent registered public accounting firm that has been appointed as the external auditor of New Gold. Deloitte LLP is independent with respect to New Gold within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (“PCAOB”) and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario.

Information relating to New Gold’s mineral properties in this Circular and the documents incorporated by reference herein have been derived from the following reports prepared for New Gold or its subsidiaries:

Each of the aforementioned persons (other than National Bank Financial, CIBC World Markets and Deloitte LLP) is a “qualified person”, as such term is defined in NI 43-101. To New Gold’s knowledge, as at the date hereof, the qualified persons specified above who participated in the preparation of such reports each beneficially own, directly or indirectly, less than 1% of any class of shares of New Gold.

Coeur

The consolidated financial statements of Coeur as of December 31, 2024 and for the year then ended, incorporated by reference in this Circular, have been audited by Grant Thornton LLP, independent registered public accountants, as stated in its report appearing in the Coeur Annual Report.

The SilverCrest Financial Statements, filed as Exhibit 99.2 to the Current Report on Form 8-K/A of Coeur dated March 25, 2025 and incorporated by reference in this Circular, have been audited by PricewaterhouseCoopers LLP, as set forth in their report thereon. PricewaterhouseCoopers LLP has advised that it was independent with respect to Coeur within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the American Institute of Certified Public Accounts (AICPA) Code of Professional Conduct until March 25, 2025, the date of the audit report.

Information relating to Coeur’s mineral properties in this Circular and the documents incorporated by reference herein have been derived from the following technical report summaries prepared for Coeur:

Each of the aforementioned persons (other than PricewaterhouseCoopers LLP and Grant Thornton LLP) is a “qualified person” under Regulation S-K 1300 of the U.S. Exchange Act. Other than Ausenco Engineering Canada ULC and P&E Mining Consultants, Inc., Matthew Hoffer, Brandon MacDougall, Lindsay Chasten and Miller O’Prey (who is engaged as a consultant) each is an employee of Coeur. To Coeur’s knowledge, the qualified persons specified above who participated in the preparation of such reports each beneficially own, directly or indirectly, less than 1% of any of Coeur’s securities as of the date hereof.

ADDITIONAL INFORMATION

Additional information relating to New Gold, including financial information provided in New Gold’s comparative annual financial statements and Annual MD&A, can be found on New Gold’s issuer profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on New Gold’s website at www.newgold.com. Copies of New Gold’s audited consolidated financial statements and the Annual MD&A, and any interim consolidated financial statements and management’s discussion and analysis thereon are also available upon request from the Corporate Secretary at 181 Bay Street, Suite 3320, Toronto, Ontario, M5J 2T3. Information contained on New Gold’s website is not and is not deemed to be a part of this Circular or incorporated by reference herein and should not be relied upon by Shareholders for the purpose of determining whether to approve the Arrangement Resolution.

DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.

DATED this 19 day of December, 2025.

CONSENTS

Consent of CIBC World Markets Inc.

To the Special Committee of New Gold Inc.:

We refer to the opinion letter dated November 2, 2025 (the “Fairness Opinion”), which we prepared for the Special Committee of New Gold Inc. (“New Gold”) in connection with the plan of arrangement involving New Gold, Coeur Mining, Inc. and 1561611 B.C. Ltd.

We hereby consent to the references to our firm name and to the reference to the Fairness Opinion contained in the Letter to Shareholders accompanying the Management Information Circular dated December 19, 2025 (the “Circular”) and under the headings “Questions and Answers about the Arrangement and the Meeting”, “Summary”, “The Arrangement – Background to the Arrangement”, “The Arrangement – Recommendation of the Special Committee”, “The Arrangement – Recommendation of the Board”, “The Arrangement – Reasons for the Recommendation of the Special Committee and the Board”, “The Arrangement – Fairness Opinions – CIBC World Markets Fairness Opinion”, “Expenses of the Arrangement”, “Interests of Experts – New Gold” and “Glossary of Terms” and to the inclusion of the text of the Fairness Opinion as Appendix E to the Circular. The Fairness Opinion remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the directors of New Gold shall be entitled to rely upon our opinion.

DATED at Toronto, Ontario, Canada this 19 day of December, 2025.

(Signed) “CIBC World Markets Inc.”

Consent of National Bank Financial Inc.

To the Board of Directors of New Gold Inc.:

We refer to the opinion letter dated November 2, 2025 (the “Fairness Opinion”), which we prepared for the Board of Directors of New Gold Inc. (“New Gold”) in connection with the plan of arrangement involving New Gold, Coeur Mining, Inc. and 1561611 B.C. Ltd.

We hereby consent to the references to our firm name and to the reference to the Fairness Opinion contained in the Letter to Shareholders accompanying the Management Information Circular dated December 19, 2025 (the “Circular”) and under the headings “Questions and Answers about the Arrangement and the Meeting”, “Summary”, “The Arrangement – Background to the Arrangement”, “The Arrangement – Recommendation of the Special Committee”, “The Arrangement – Recommendation of the Board”, “The Arrangement – Reasons for the Recommendation of the Special Committee and the Board”, “The Arrangement – Fairness Opinions – National Bank Financial Fairness Opinion”, “Expenses of the Arrangement”, “Interests of Experts – New Gold” and “Glossary of Terms” and to the inclusion of the text of the Fairness Opinion as Appendix F to the Circular. The Fairness Opinion remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the directors of New Gold shall be entitled to rely upon our opinion.

DATED at Toronto, Ontario, Canada this 19 day of December, 2025.

(Signed) “National Bank Financial Inc.”

GLOSSARY OF TERMS

“5-Day VWAP” means, in respect of the New Gold Shares, the volume weighted average share price of the New Gold Shares on the TSX (during continuous trading hours) for the five trading days ending on the trading date immediately preceding the Value Determination Date, calculated by dividing the total Canadian dollar value of the New Gold Shares traded in such five trading day period on the TSX (during continuous trading hours) by the total number of such shares traded on the TSX (during continuous trading hours) for such five-day trading period;

“Accelerated RSUs” has the meaning given to it under the heading “The Arrangement – Description of the Arrangement – Effect of the Arrangement on Holders of Incentive Awards – Treatment of New Gold RSUs”;

“Acquisition Proposal” means, in respect of a Party, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal or inquiry from any person or group of persons (other than the other Party or any affiliate of the other Party), whether written or oral, made after the date hereof, relating to: (a) any direct or indirect sale or disposition (or any joint venture, lease, license, long-term supply agreement, royalty agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or series of related transactions, of (i) assets of such Party and or one or more of its Subsidiaries (including shares of Subsidiaries of such Party) that, individually or in the aggregate, (A) represent 20% or more of the consolidated assets of such Party and its Subsidiaries, taken as a whole and measured by the fair market value thereof, or (B) contribute 20% or more of the consolidated revenue of such Party and its Subsidiaries, taken as a whole, or (ii) 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of such Party or 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of one or more Subsidiaries of such Party whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of such Party); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of such Party or 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of one or more Subsidiaries of such Party whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its Subsidiaries, taken as a whole (determined based upon the most recent publicly available consolidated financial statements of such Party); or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction involving such Party and/or any of its Subsidiaries that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of such Party or 20% or more of any class of voting or equity securities (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of one or more Subsidiaries of such Party whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its Subsidiaries, taken as a whole (determined based upon the most recent publicly available consolidated financial statements of such Party);

“allowable capital loss” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Annual Information Form” has the meaning given to it under the heading “Information Concerning New Gold”;

“Annual MD&A” has the meaning given to it in Appendix G to this Circular; “Arrangement” means the arrangement of New Gold under the provisions of Part 9, Division 5 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement, or made at the direction of the Court in the Final Order with the prior written consent of both New Gold and Coeur, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated November 2, 2025 between New Gold, Coeur and the Purchaser, including all schedules annexed thereto, together with the New Gold Disclosure Letter and Coeur Disclosure Letter, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution of the Shareholders approving the Plan of Arrangement, which is to be considered, and if thought fit, passed at the Meeting, substantially in the form and content of Appendix A to this Circular;

“Authorization” means, with respect to any person, any authorization, order, permit, approval, grant, agreement, licence, classification, restriction, registration, consent, order, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision having the force of Law, of, from or required by any Governmental Entity having jurisdiction over such person;

“BCBCA” means the Business Corporations Act (British Columbia), and the regulations made thereunder, as promulgated or amended from time to time;

“Blakes” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“BMO Capital Markets” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“Board” means the board of directors of New Gold, as the same is constituted from time to time;

“Board Recommendation” means the recommendation by the Board, after receiving financial and legal advice, the Fairness Opinions and the recommendation of the Special Committee, that Shareholders vote in favour of the Arrangement Resolution;

“Broadridge” means Broadridge Financial Solutions, Inc.;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Mexico City, Mexico, New York, New York, Toronto, Ontario or Vancouver, British Columbia;

“Canada-U.S. Tax Treaty” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”;

“Canadian Securities Authorities” means the Ontario Securities Commission and any other applicable securities commissions and securities regulatory authority of a province or territory of Canada;

“Canadian Securities Laws” means the Securities Act and any other applicable Canadian provincial or territorial securities Laws (including published policies thereunder);

“Cash Out Value” means an amount equal to (a) the product of (i) the number of New Gold Shares underlying a New Gold Option, and (ii) the 5-Day VWAP of the New Gold Shares, minus (b) the aggregate exercise price of such New Gold Option;

“CDS” means CDS Clearing and Depository Services Inc.;

“CIBC World Markets” means CIBC World Markets Inc., as independent financial advisor to the Special Committee; “CIBC World Markets Fairness Opinion” means the opinion of CIBC World Markets, addressed to the Special Committee, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration is fair, from a financial point of view, to Shareholders;

“CIM Standards” means the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves;

“Circular” means this management information circular, including the Notice of Special Meeting, together with all appendices hereto and all documents incorporated by reference herein, and all amendments and supplements hereof, to be mailed or otherwise distributed by New Gold to the Shareholders or such other persons as may be required by the Interim Order and applicable laws in connection with the Meeting;

“CNA” means the National Antitrust Commission (Comisión Nacional Antimonopolio) of Mexico or any other governmental body that may assume its powers and responsibilities;

“CNA Approval” means the unconditional approval of the concentration consisting in the transactions contemplated in the Arrangement Agreement issued by the CNA, pursuant to the provisions set forth in the Mexican Antitrust Law;

“Coeur” means Coeur Mining, Inc., corporation existing under the laws of the State of Delaware;

“Coeur Annual Report” means the Form 10-K annual report of Coeur filed February 19, 2025 for the fiscal year ended December 31, 2024, as amended;

“Coeur Board” means the board of directors of Coeur, as the same is constituted from time to time;

“Coeur Board Recommendation” means the recommendation of the Coeur Board, after evaluating the Arrangement in consultation with Coeur’s management and legal and financial advisors, that Coeur Stockholders vote to approve the Coeur Charter Amendment and Coeur Stock Issuance;

“Coeur Change in Recommendation” means, until the earlier of the Effective Time or the date, if any, on which the Arrangement Agreement is terminated in accordance with its terms, Coeur, its Subsidiaries or any of their respective Representatives: (a) adopt, approve, publicly endorse or publicly recommend or publicly propose to adopt, approve, endorse or recommend, any Acquisition Proposal; (b) withdraw, change, amend, modify or qualify, or otherwise publicly propose to withdraw, change, amend, modify or qualify, in a manner adverse to New Gold, the Coeur Board Recommendation; (c) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within 10 Business Days after New Gold’s written request that Coeur or the Coeur Board do so (or subsequently withdraw, change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to New Gold, such rejection of such Acquisition Proposal) and reaffirm the Coeur Board Recommendation within such 10 Business Day period (or, with respect to any Acquisition Proposals or material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last 10 days prior to the Meeting, fail to take the foregoing actions, with references to the applicable 10 Business Day period being replaced with three Business Days); (d) fail to include the Coeur Board Recommendation in the Coeur Proxy Statement; (e) approve or authorize, or cause or permit Coeur or any of its Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an acceptable confidentiality agreement entered into in accordance with the Arrangement Agreement); or (f) commit or agree to do any of the foregoing;

“Coeur Charter Amendment” means an amendment to the certificate of incorporation of Coeur, substantially in the form of Schedule C to the Arrangement Agreement;

“Coeur Disclosure Letter” means the disclosure letter dated November 2, 2025 (including all schedules, exhibits and appendices thereto) and executed by Coeur and delivered to New Gold prior to or concurrently with the execution of the Arrangement Agreement; “Coeur Incentive Awards” means all outstanding Coeur RSUs, performance share units, options and any other awards made in accordance with the Coeur Incentive Plans;

“Coeur Incentive Plans” means, collectively, the Amended & Restated Coeur Mining, Inc. 2018 Long-Term Incentive Plan effective as of May 11, 2021, the Coeur Mining, Inc. Stock Option Plan (Legacy Plan), effective August 24, 2015, as amended, and the Coeur Mining, Inc. Stock Option Plan, effective June 15, 2022, as amended, and the applicable form of award agreements thereunder;

“Coeur Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact or circumstance, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the business, results of operations or condition (financial or otherwise) of Coeur and its Subsidiaries, taken as a whole, except for any such change, effect, event, occurrence or state of facts or circumstance resulting or arising from or relating to: (a) the announcement or execution of the Arrangement Agreement or the implementation of the transactions contemplated thereby (including the impact of any of the foregoing on the relationships, contractual or otherwise, of Coeur with customers, suppliers, service providers and employees); (b) any change in the market price or trading volume of any securities of Coeur (it being understood that the changes, effects, events, occurrences or states of fact or circumstance underlying such change in market price or trading volume that are not otherwise excluded from the definition of a Coeur Material Adverse Effect may be taken into account in determining whether a Coeur Material Adverse Effect has occurred); (c) any change affecting the gold and silver mining industry as a whole; (d) any change (on a current or forward basis) in the price of gold or silver or any changes in commodity prices or general market prices affecting the mining industry; (e) general political, economic, financial, currency exchange, inflation, interest rates, securities or commodity market conditions in the United States, Canada or Mexico; (f) any generally applicable change or prospective change after the date of the Arrangement Agreement in U.S. GAAP or regulatory accounting requirements; (g) the commencement, continuation or escalation of any war, armed hostilities or acts of terrorism, or the occurrence of any cyber-attacks or data breaches; (h) any general outbreak of illness, pandemic, epidemic, national health emergency, forced quarantine, lockdown or similar event, or the worsening thereof; (i) the failure of Coeur to meet any internal or published projections, forecasts, guidance, budgets, or estimates of revenues, earnings, cash flow or other financial performance or results of operations for any period (provided, however, that the changes, effects, events, occurrences or states of fact or circumstance underlying such failure that are not otherwise excluded from the definition of a Coeur Material Adverse Effect may be considered to determine whether such failure constitutes a Coeur Material Adverse Effect); (j) any natural disaster (including any hurricane, flood, tornado, earthquake, forest fire, weather-related event or man-made natural disaster); (k) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of and by any Governmental Entity occurring after the date of the Arrangement Agreement (including with respect to Taxes); or (l) any action taken (or omitted to be taken) by Coeur or a Subsidiary thereof which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is consented to by New Gold in writing; provided, however, (1) that with respect to clauses (c), (d), (e), (f), (g), (h) and (j), to the extent any such change, effect, event, occurrence or state of facts or circumstance has a disproportionate effect on Coeur and its Subsidiaries, taken as a whole, compared to other entities with a similar type, size and scale, and operating in the same industries, as Coeur and its Subsidiaries, taken as a whole, operate, the incremental disproportionate effect may be taken into account in determining whether there has been a Coeur Material Adverse Effect, and only to the extent otherwise permitted by this definition and (2) in the Arrangement Agreement, references to dollar amounts are not intended to be and shall not be illustrative or interpretive for purposes of determining if a Coeur Material Adverse Effect has occurred;

“Coeur Meeting” means the meeting of Coeur Stockholders, including any adjournment or postponement thereof, to be called and held in accordance with applicable Law to consider the Coeur Charter Amendment, Coeur Stock Issuance and for any other purpose as may be set out in the Coeur Proxy Statement and agreed to in writing by New Gold;

“Coeur Proxy Statement” means the proxy statement on Schedule 14A to be distributed to the Coeur Stockholders, including all schedules, appendices and exhibits thereto and enclosures therewith, and information incorporated by reference therein, in connection with the Coeur Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the Arrangement Agreement; “Coeur Record Date” means December 8, 2025;

“Coeur RSUs” means the outstanding restricted stock units of Coeur granted under the Coeur Incentive Plans;

“Coeur Shares” means the shares of common stock in the capital of Coeur;

“Coeur Stock Issuance” means the issuance of Coeur Shares, pursuant to the Arrangement Agreement as contemplated by, and subject to the terms and conditions set forth in the Arrangement Agreement;

“Coeur Stockholder” means a holder of one or more Coeur Shares;

“Coeur Stockholder Approvals” means the approval of (a) the Coeur Stock Issuance by the affirmative vote of at least a majority of the votes cast in person (virtually) or represented by proxy at the Coeur Meeting in accordance with section 312.03(c) and section 312.07 of the NYSE Listed Company Manual; and (b) the Coeur Charter Amendment by the affirmative vote of Coeur Stockholders required by the certificate of incorporation of Coeur and the DGCL at the Coeur Meeting;

“Coeur Superior Proposal” means a bona fide unsolicited written Acquisition Proposal (with references to 20% being deemed to be replaced with references to 50%) in respect of Coeur and its Subsidiaries that did not result from a breach of the non-solicitation provisions of the Arrangement Agreement: (a) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person or group of persons making such Acquisition Proposal; (b) that is not subject to any financing condition and in respect of which adequate arrangements have been made to complete any required financing to consummate such Acquisition Proposal to the satisfaction of the Coeur Board, acting in good faith (after consultation with Coeur’s legal and financial advisors); (c) that is not, as of the date that Coeur provides a Coeur Superior Proposal Notice, subject to a due diligence and/or access condition (but, for greater certainty, may include a customary access covenant); (d) complies with applicable U.S. Securities Laws in all material respects; and (e) in respect of which the Coeur Board (after consultation with Coeur’s legal and financial advisors) determines in good faith, and after taking into account all the terms and conditions of such Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal, would, if consummated in accordance with its terms, result in a transaction that is more favourable, from a financial point of view, to the Coeur Stockholders, than the Arrangement (including any amendments to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement proposed by New Gold);

“Coeur Superior Proposal Notice” means notice in writing provided by Coeur to New Gold, in accordance with the superior proposal and right to match provisions of the Arrangement Agreement;

“Coeur Support and Voting Agreements” means the support and voting agreements between New Gold and the Coeur Stockholders party thereto setting forth the terms and conditions upon which they have agreed, among other things, to vote their Coeur Shares in favour of the Coeur Charter Amendment and Coeur Stock Issuance;

“Coeur Supporting Shareholders” means, collectively, the directors and senior officers of Coeur who have entered into a Coeur Support and Voting Agreement;

“Coeur Technical Reports” means, collectively, the Kensington Technical Report, the Las Chispas Technical Report, the Palmarejo Technical Report, the Rochester Technical Report and the Wharf Technical Report;

“Coeur Termination Payment” means $413,705,000;

“Coeur Termination Payment Event” has the meaning given to it under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Payments”; “Combined Company” means Coeur and all of its subsidiaries (including New Gold) immediately following completion of the Arrangement;

“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any person duly authorized by the Commissioner to act on his behalf;

“Company” means New Gold Inc., a corporation existing under the laws of the Province of British Columbia;

“Compensation Event” has the meaning given to it under the heading “Interest of Certain Persons in Matters to be Acted Upon – New Gold Contractual Change of Control Payments”;

“Competition Act” means the Competition Act (Canada) and the regulations promulgated thereunder, as amended;

“Competition Act Approval” means that, in connection with the transactions contemplated by the Arrangement Agreement, either: (a) both: (i) the applicable waiting periods under subsection 123(1) of the Competition Act shall have expired or have been waived in accordance with subsection 123(2) of the Competition Act or the obligation to provide a premerger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113(c) of the Competition Act; and (ii) the Commissioner shall have issued a No-Action Letter; or (b) the Commissioner shall have issued an Advance Ruling Certificate;

“Competition Challenge” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – Competition Act Approval”;

“Competition Tribunal” means the Competition Tribunal established under the Competition Tribunal Act (Canada);

“Computershare” means Computershare Investor Services Inc.;

“concentration” for purposes of Mexican Antitrust Law, means any merger, acquisition of control or any transaction the result of which is the merger of corporations, companies, associations, shares, equity interests, trusts or assets in general, executed among competitors, suppliers, clients or any other economic agent;

“Confidentiality Agreement” means the amended and restated confidentiality agreement between Coeur and New Gold dated April 17, 2025, as further amended on September 25, 2025;

“Consideration” means the consideration to be received by the Shareholders pursuant to the Plan of Arrangement;

“Consideration Shares” means the Coeur Shares to be received by Shareholders as part of the Consideration pursuant to the Plan of Arrangement;

“Continuing Employees” means New Gold Employees that are employed by Coeur, New Gold or any of their respective subsidiaries immediately following the Effective Time;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

“Davies” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“Depositary” means Computershare, in its capacity as depositary for the purpose of, among other things, exchanging certificates representing New Gold Shares for the aggregate Consideration in connection with the Arrangement;

“DGCL” means Delaware General Corporation Law; “Dissent Rights” means the rights of dissent exercisable by registered Shareholders in respect of the Arrangement under sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement;

“Dissent Shares” means the New Gold Shares held by a Dissenting Shareholder in respect of which the Dissenting Shareholder has properly and validly exercised Dissent Rights;

“Dissenting Shareholder” means a registered Shareholder as of the Record Date who has properly and validly dissented in respect of the Arrangement Resolution in strict compliance with the Dissent Rights, who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its New Gold Shares, but only in respect of the Dissent Shares;

“DRS Advice” means a Direct Registration System Advice;

“DTC” means The Depository Trust Company;

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system of the SEC;

“Effective Date” means the date on which the Arrangement becomes effective in accordance with the Arrangement Agreement;

“Effective Time” means the time on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement;

“Employment Agreements” has the meaning given to it under the heading “Interest of Certain Persons in Matters to be Acted Upon – New Gold Contractual Change of Control Payments”;

“ERISA” means the United States Employee Retirement Income Security Act of 1974;

“Exchange Amount” has the meaning given to it under the heading “Business Combination Under MI 61-101”;

“Exchange Ratio” means 0.4959;

“Expense Reimbursement Amount” has the meaning given to it under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement – Expense Reimbursement Payable by New Gold”;

“Fairness Opinions” means the National Bank Financial Fairness Opinion and the CIBC World Markets Fairness Opinion;

“FHSA” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“Final Order” means the final order of the Court contemplated by the Arrangement Agreement, in form and substance acceptable to New Gold and Coeur, each acting reasonably, approving the Arrangement, as such order may be amended, supplemented, modified or varied by the Court (with the consent of both New Gold and Coeur, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both New Gold and Coeur, each acting reasonably) on appeal;

“Goodmans” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“Governmental Entity” means: (a) any international, federal, provincial, territorial, tribal, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, international arbitration institution, commission, board, ministry bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSX, the NYSE and the NYSE American; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; “Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“ICA” means the Investment Canada Act (Canada), as amended, and the regulations promulgated thereunder;

“ICA Approval” means, in respect of the transactions contemplated by the Arrangement Agreement, that: (a) either (i) Coeur shall have received written evidence from the responsible Minister under the ICA that the Minister is satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA, or (ii) the responsible Minister shall have been deemed to be satisfied (within the meaning of the ICA) that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the ICA; and (b) there shall be no order prohibiting the consummation of the Arrangement under part IV.1 of the ICA;

“IFRS” means IFRS Accounting Standards as issued by the International Accounting Standards Board;

“Incentive Awards” means New Gold Options, New Gold PSUs, New Gold RSUs and New Gold DSUs;

“including” means including, without limitation;

“Initial Outside Date” has the meaning given to it under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement – Termination by Either Party”;

“Interim MD&A” has the meaning given to it in Appendix G;

“Interim Order” means the interim order of the Court attached hereto as Appendix B, made pursuant to section 291 of the BCBCA following the application therefor submitted to the Court after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Consideration Shares issued pursuant to the Arrangement as contemplated by the Arrangement Agreement, in a form and substance acceptable to New Gold and Coeur, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, including as such order may be amended, supplemented, modified or varied by the Court (with the consent of New Gold and Coeur, each acting reasonably);

“Investment Assets” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Offshore Investment Fund Property Rules”;

“IRS” means the United States Internal Revenue Service;

“Kensington Technical Report” means the technical report summary prepared for the Kensington gold operations entitled “Kensington Gold Operations, Alaska, Technical Report Summary” dated current as at December 31, 2021 and filed on February 16, 2022;

“Kingsdale Advisors” means the strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, who has been retained by New Gold to provide the proxy solicitation services described under the heading “Management Information Circular”;

“Las Chispas Technical Report” means the technical report summary prepared for the Las Chispas operation entitled “Las Chispas Operation, S-K1300 Technical Report Summary, Sonora, Mexico” dated effective December 31, 2024;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, that are binding upon or applicable to such person or its business and have the force of law, and the terms and conditions of any Authorization of or from any Governmental Entity, and, for greater certainty, includes Securities Laws and applicable common law, and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries or their business, undertaking, property or securities and emanate from a person having jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities; “Letter of Transmittal” means the letter of transmittal for use by registered Shareholders, in the form accompanying the Circular;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims or other third party interests or encumbrances of any kind, whether contingent or absolute, and any agreement, option, lease, sublease, restriction, easement, right-of-way, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Matching Period” has the meaning given to it under the heading “The Arrangement Agreement – Covenants Regarding Non-Solicitation and Acquisition Proposals – Superior Proposals and Right to Match”;

“Meeting” means the special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider, and if deemed advisable approve, the Arrangement Resolution;

“Meeting Materials” means the Notice of Special Meeting, this Circular and the related form of proxy or voting instruction form;

“Mexican Antitrust Law” means the Federal Economic Competition Law (Ley Federal de Competencia Económica) of Mexico;

“Mexico” means the United Mexican States;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Multiemployer Plan” means any “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA;

“National Bank Financial” means National Bank Financial Inc., as financial advisor to New Gold;

“National Bank Financial Fairness Opinion” means the opinion of National Bank Financial to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders;

“National Security Notice” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – ICA Approval”;

“National Security Review” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – ICA Approval”;

“Net Benefit Approval” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – ICA Approval”;

“New Afton Mine” means New Gold’s 100% owned New Afton copper and gold mine in British Columbia, Canada;

“New Afton Mine Technical Report” means the technical report prepared for the New Afton Mine entitled “NI 43-101 Technical Report, New Afton Mine, British Columbia, Canada” dated effective December 31, 2024; “New Gold” means New Gold Inc., a corporation existing under the laws of the Province of British Columbia;

“New Gold Benefit Plans” means all employee benefit plans, including all welfare, health, dental, vision, prescription drug, accidental death and dismemberment, critical illness, emergency travel, life, short term disability, long term disability or other medical insurance, mortgage insurance, employee loan, employee assistance, supplemental unemployment benefit, post-employment benefit, post-retirement benefit, bonus, profit sharing, option, incentive, performance, equity, equity-based, phantom, deferred compensation, severance, retention, stay bonus, paid time off, change of control, termination, pension, retirement, saving and supplemental retirement agreements, policies, programs, arrangements, schemes, practices or undertakings, whether funded or unfunded, insured or uninsured, registered or unregistered, oral or written, which are maintained by or binding upon New Gold or any of its Subsidiaries or for which New Gold or its Subsidiaries has any liability or contingent liability for the benefit of any current or former New Gold Employees or independent contractors (or, to the extent applicable, any spouses, dependents, survivors or beneficiaries of such persons) excluding any Multiemployer Plans or Statutory Plans;

“New Gold Change in Recommendation” means, until the earlier of the Effective Time or the date, if any, on which the Arrangement Agreement is terminated in accordance with its terms, New Gold, its Subsidiaries or any of their respective Representatives: (a) adopt, approve, publicly endorse or publicly recommend or publicly propose to adopt, approve, endorse or recommend, any Acquisition Proposal; (b) withdraw, change, amend, modify or qualify, or otherwise publicly propose to withdraw, change, amend, modify or qualify, in a manner adverse to Coeur, the Board Recommendation; (c) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within 10 Business Days after Coeur’s written request that New Gold or the Board do so (or subsequently withdraw, change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to Coeur, such rejection of such Acquisition Proposal) and reaffirm the Board Recommendation within such 10 Business Day period (or, with respect to any Acquisition Proposals or material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last 10 days prior to the Meeting, fail to take the foregoing actions, with references to the applicable 10 Business Day period being replaced with three Business Days); (d) fail to include the Board Recommendation in this Circular; (e) approve or authorize, or cause or permit New Gold or any of its Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an acceptable confidentiality agreement entered into in accordance with the Arrangement Agreement); or (f) commit or agree to do any of the foregoing;

“New Gold Director Nominees” means Patrick Godin and one other member of the Board, each of whom will be members of the Coeur Board following the Effective Time, in accordance with the terms of the Arrangement Agreement;

“New Gold Disclosure Letter” means the disclosure letter dated November 2, 2025 (including all schedules, exhibits and appendices thereto) and executed by New Gold and delivered to Coeur prior to or concurrently with the execution of the Arrangement Agreement;

“New Gold DSU Plan” means the deferred share unit plan of New Gold effective May 6, 2010, as amended;

“New Gold DSUs” means the outstanding deferred share units granted under the New Gold DSU Plan;

“New Gold Employees” means all individuals who are employed as officers or employees by New Gold and its subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees, and any officers who provide services to New Gold as consultants;

“New Gold LTIP” means the long term incentive plan of New Gold effective February 19, 2025; “New Gold Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact or circumstance, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the business, results of operations or condition (financial or otherwise) of New Gold and its Subsidiaries, taken as a whole, except for any such change, effect, event, occurrence or state of facts or circumstance resulting or arising from or relating to: (a) the announcement or execution of the Arrangement Agreement or the implementation of the transactions contemplated thereby (including the impact of any of the foregoing on the relationships, contractual or otherwise, of New Gold with customers, suppliers, service providers and employees); (b) any change in the market price or trading volume of any securities of New Gold (it being understood that the changes, effects, events, occurrences or states of fact or circumstance underlying such change in market price or trading volume that are not otherwise excluded from the definition of a New Gold Material Adverse Effect may be taken into account in determining whether a New Gold Material Adverse Effect has occurred); (c) any change affecting the gold, silver or copper mining industry as a whole; (d) any change (on a current or forward basis) in the price of gold, silver or copper or any changes in commodity prices or general market prices affecting the mining industry; (e) general political, economic, financial, currency exchange, inflation, interest rates, securities or commodity market conditions in the United States, Canada or Mexico; (f) any generally applicable change or prospective change after the date of the Arrangement Agreement in IFRS or regulatory accounting requirements; (g) the commencement, continuation or escalation of any war, armed hostilities or acts of terrorism, or the occurrence of any cyber-attacks or data breaches; (h) any general outbreak of illness, pandemic, epidemic, national health emergency, forced quarantine, lockdown or similar event, or the worsening thereof; (i) the failure of New Gold to meet any internal or published projections, forecasts, guidance, budgets, or estimates of revenues, earnings, cash flow or other financial performance or results of operations for any period (provided, however, that the changes, effects, events, occurrences or states of fact or circumstance underlying such failure that are not otherwise excluded from the definition of a New Gold Material Adverse Effect may be considered to determine whether such failure constitutes a New Gold Material Adverse Effect); (j) any natural disaster (including any hurricane, flood, tornado, earthquake, forest fire, weather-related event or man-made natural disaster); (k) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of and by any Governmental Entity occurring after the date of the Arrangement Agreement (including with respect to Taxes); or (l) any action taken (or omitted to be taken) by New Gold or a Subsidiary thereof which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is consented to by Coeur in writing; provided, however, (1) that with respect to clauses (c), (d), (e), (f), (g), (h) and (j), to the extent any such change, effect, event, occurrence or state of facts or circumstance has a disproportionate effect on New Gold and its Subsidiaries, taken as a whole, compared to other entities with a similar type, size and scale, and operating in the same industries, as New Gold and its Subsidiaries, taken as a whole, operate, the incremental disproportionate effect may be taken into account in determining whether there has been a New Gold Material Adverse Effect, and only to the extent otherwise permitted by this definition and (2) in the Arrangement Agreement, references to dollar amounts are not intended to be and shall not be illustrative or interpretive for purposes of determining if a New Gold Material Adverse Effect has occurred;

“New Gold Option Plan” means the option plan of New Gold effective May 4, 2011, as amended;

“New Gold Options” means the outstanding options to purchase New Gold Shares granted under the New Gold Option Plan;

“New Gold Properties” means the Rainy River Mine and the New Afton Mine;

“New Gold PSUs” means the outstanding performance share units granted under the New Gold LTIP;

“New Gold RSUs” means the outstanding restricted share units granted under the New Gold LTIP;

“New Gold Shareholder Approval” has the meaning given to it under the heading “The Arrangement Agreement – The Arrangement”;

“New Gold Shares” means the common shares in the capital of New Gold; “New Gold Superior Proposal” means a bona fide unsolicited written Acquisition Proposal (with references to 20% being deemed to be replaced with references to 50%) in respect of New Gold and its Subsidiaries that did not result from a breach of the non-solicitation provisions of the Arrangement Agreement: (a) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person or group of persons making such Acquisition Proposal; (b) that is not subject to any financing condition and in respect of which adequate arrangements have been made to complete any required financing to consummate such Acquisition Proposal to the satisfaction of the Board, acting in good faith (after consultation with New Gold’s legal and financial advisors); (c) that is not, as of the date that New Gold provides a New Gold Superior Proposal Notice, subject to a due diligence and/or access condition (but, for greater certainty, may include a customary access covenant); (d) complies with applicable Canadian Securities Laws in all material respects; and (e) in respect of which the Board (after consultation with New Gold’s legal and financial advisors) determines in good faith, and after taking into account all the terms and conditions of such Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction that is more favourable, from a financial point of view, to the Shareholders, than the Arrangement (including any amendments to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement proposed by Coeur);

“New Gold Superior Proposal Notice” means notice in writing provided by New Gold to Coeur, in accordance with the superior proposal and right-to-match provisions of the Arrangement Agreement;

“New Gold Support and Voting Agreements” means the support and voting agreements between Coeur and the Shareholders party thereto setting forth the terms and conditions upon which they have agreed, among other things, to vote their New Gold Shares and/or New Gold Options in favour of the Arrangement Resolution;

“New Gold Supporting Shareholders” means, collectively, all of the directors and officers of New Gold who have entered into a New Gold Support and Voting Agreement;

“New Gold Technical Reports” means the New Afton Mine Technical Report and the Rainy River Technical Report;

“New Gold Termination Payment” means $254,725,000;

“New Gold Termination Payment Event” has the meaning given to it under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Payments”;

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 45-102” means National Instrument 45-102 – Resale of Securities;

“No-Action Letter” means a written confirmation from the Commissioner indicating that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by the Arrangement Agreement, such letter or other written notification having not been withdrawn prior to the Effective Time;

“Non-Continuing Employees” means New Gold Employees whose employment with New Gold or any of its Subsidiaries is terminated by New Gold or its Subsidiaries, as applicable, without cause, at or immediately prior to the Effective Time;

“non-GAAP measures” has the meaning given to it under the heading “Non-GAAP Measures”;

“Non-Resident Dissenter” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”;

“Non-Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Notice of Dissent” has the meaning given to it under the heading “Dissent Rights of Shareholders”;

“Notice of Special Meeting” means the notice of special meeting of New Gold which accompanies this Circular; “Notifiable Transaction” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – Competition Act Approval”;

“Notification” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – Competition Act Approval”;

“NYSE” means the New York Stock Exchange;

“NYSE American” means the NYSE American stock exchange;

“OIF Rules” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Offshore Investment Fund Property Rules”;

“Ontario Teachers” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“Outside Date” has the meaning given to it under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement – Termination by Either Party”;

“Palmarejo Technical Report” means the technical report summary prepared for the Palmarejo operations entitled “Palmarejo Operations, Mexico, Technical Report Summary” dated current as at December 31, 2021 and filed on February 16, 2022;

“Parties” means, collectively, New Gold, Coeur and the Purchaser, and “Party” means any one of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Entity;

“person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Petition and Notice of Hearing of Petition for the Final Order” means the petition and notice of hearing of petition for the Final Order attached as Appendix C to this Circular;

“PFIC” has the meaning given to it under the heading “Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – In General”;

“Plan of Arrangement” means the plan of arrangement of New Gold, substantially in the form and content set out in Appendix D, and any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of New Gold and Coeur, each acting reasonably;

“Purchaser” means 1561611 B.C. Ltd., a company existing under the laws of the Province of British Columbia, Canada;

“QEF” has the meaning given to it under the heading “Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Consequences of PFIC Status”;

“Rainy River Mine” means New Gold’s 100% owned Rainy River gold mine in Ontario, Canada;

“Rainy River Mine Technical Report” means the technical report prepared for the Rainy River Mine entitled “NI 43-101 Technical Report, Rainy River Mine, Ontario, Canada” dated effective December 31, 2024;

“RDSP” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”; “Record Date” means December 17, 2025, being the record date for the purposes of determining those Shareholders entitled to receive notice of, and to vote virtually or in-person or by proxy at the Meeting or any adjournment or postponement thereof;

“Registered Plans” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Eligibility for Investment by Registered Plans”;

“Registrar” has the meaning ascribed to such term in the BCBCA;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Regulations” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Authorizations and other approvals (including the lapse, without objections, of a prescribed period of time under a statute or regulation that states that a transaction may be implemented if a prescribed period of time lapses following the giving of notice without an objection being made) of any Governmental Entity required in relation to the transactions contemplated by the Arrangement Agreement, including the CNA Approval, Competition Act Approval and ICA Approval;

“Representative” means, with respect to a Party, such Party’s directors, officers, employees, counsel, financial advisors, accountants, agents, consultants and other authorized representatives and advisors;

“Resident Dissenter” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders”;

“Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RESP” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“Response to Petition” means an application response substantially in the form of Form 67 of the Supreme Court Civil Rules;

“Reviewable Transaction” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – ICA Approval”;

“Revised New Gold RSUs” has the meaning given to it under the heading “The Arrangement – Description of the Arrangement – Effect of the Arrangement on Holders of Incentive Awards – Treatment of New Gold RSUs”;

“Rochester Technical Report” means the technical report summary prepared for the Rochester operations entitled “Rochester Operations, Nevada, Technical Report Summary” dated current as at December 31, 2021 and filed on February 16, 2022;

“RRIF” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“RRSP” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“SEC” means the U.S. Securities and Exchange Commission;

“SEC Clearance” means the earliest to occur of (a) the SEC informing Coeur that it has no remaining comments on, or will not review, the Coeur Proxy Statement; or (b) the passage of at least 10 calendar days (as calculated pursuant to Rule 14a-6 of the U.S. Exchange Act) since the filing of the preliminary Coeur Proxy Statement with the SEC not informing Coeur that it intends to review the Coeur Proxy Statement; “Section 3(a)(10)” has the meaning given to it under the heading “Notice to Shareholders in the United States”;

“Section 3(a)(10) Exemption” has the meaning given to it under the heading “Notice to Shareholders in the United States”;

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies promulgated thereunder;

“Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws;

“Securityholder” means the Shareholders and, as applicable, the holders of New Gold Options, New Gold PSUs, New Gold RSUs and New Gold DSUs;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval Plus;

“Shareholder” means a holder of one or more New Gold Shares;

“SilverCrest” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“SilverCrest Financial Statements” means the consolidated historical financial statements of SilverCrest as at December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023, together with the related notes and the report of PricewaterhouseCoopers LLP, independent auditors, filed as Exhibit 99.2 to the Current Report on Form 8-K/A of Coeur dated March 25, 2025;

“Special Committee” means the special committee of independent directors of the Board established in connection with the transactions contemplated by the Arrangement Agreement;

“Statutory Plans” means statutory benefit plans which New Gold or its Subsidiaries are required to participate in or comply with, including as applicable the Canada Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation;

“Subsidiary” has the meaning given to it in National Instrument 45-106 – Prospectus Exemptions;

“Superior Proposal” means a Coeur Superior Proposal or a New Gold Superior Proposal, as the context requires;

“Supplementary Information Request” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – Competition Act Approval”;

“Support and Voting Agreements” means, collectively, the New Gold Support and Voting Agreements and the Coeur Support and Voting Agreements;

“Tax Act” means the Income Tax Act (Canada), as amended, and the rules and regulations promulgated thereunder;

“Tax Proposals” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”;

“taxable capital gain” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”; “Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including, but not limited to, those levied on, or measured by, or referred to as, income, gross receipts, earnings, profits, mining, mineral, carbon, fuel, windfall, environmental, royalty, capital, capital stock, transfer, land transfer, disability, ad valorem, sales, net worth, goods and services, harmonized sales, use, value-added, excise, stamp, recording, withholding, global minimum or “Pillar 2”, business, franchising, property, premium, development, occupation, occupancy, employer health, alternative or add-on minimum, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada Pension Plan and other pension plan premiums or contributions imposed by any Governmental Entity, any transferee or predecessor liability in respect of any of the foregoing, and any liability for any such amounts imposed with respect to any other person, including under any agreements or arrangements;

“TFSA” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans”;

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. GAAP” means generally accepted accounting principles in the United States;

“U.S. Holder” has the meaning given to it under the heading “Certain United States Federal Income Tax Considerations”;

“U.S. Person” has the meaning ascribed to it in Rule 902(k) of the U.S. Securities Act;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means the U.S. Exchange Act, the U.S. Securities Act and all other applicable U.S. federal securities Laws;

“U.S. Shareholders” has the meaning given to it under the heading “The Arrangement – Issuance and Resale of Coeur Shares Issued to Shareholders as Consideration Under the Arrangement – United States”;

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder;

“U.S. Treasury Regulations” means the income tax regulations promulgated under the U.S. Tax Code, as such regulations may be amended from time to time;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“Value Determination Date” means the date that is three Business Days prior to the Effective Date;

“VAT” has the meaning given to it under the heading “Risk Factors – Risk Factors Relating to the Combined Company Following Completion of the Arrangement”;

“VWAP” has the meaning given to it under the heading “The Arrangement – Background to the Arrangement”;

“Waiver” has the meaning given to it under the heading “The Arrangement – Approvals Required for the Arrangement – Competition Act Approval”; and

“Wharf Technical Report” means the technical report summary prepared for the Wharf operations entitled “Wharf Operations, South Dakota, Technical Report Summary” dated current as at December 31, 2021 and filed on February 16, 2022.

APPENDIX A ARRANGEMENT RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

APPENDIX B INTERIM ORDER

See attached.

APPENDIX C PETITION AND NOTICE OF HEARING OF PETITION FOR THE FINAL ORDER

See attached.