Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Exhibit 99.2

ROYALTY REPURCHASE AND TERMINATION AGREEMENT

NEW GOLD INC.

- and -

BEAR HOLDINGS LP

TABLE OF CONTENTS

ROYALTY REPURCHASE AND TERMINATION AGREEMENT dated the 7th day of April, 2025.

B E T W E E N:

NEW GOLD INC.,

a corporation existing under the Laws of the Province of British Columbia,

(hereinafter referred to as the “Purchaser”),

- and -

BEAR HOLDINGS LP,

a limited partnership formed under the Laws of the Province of Ontario by 3336050 NOVA SCOTIA LIMITED as general partner for and on behalf of Bear Holdings LP,

(hereinafter referred to as the “Seller”).

WHEREAS the Purchaser and the Seller entered into a free cash flow royalty agreement dated March 31, 2020, providing for the grant by the Purchaser to the Seller of the FCF Royalty, as defined in the Amended and Restated FCF Royalty Agreement, and setting out the parties’ respective rights and obligations with respect to the FCF Royalty (the “Original Royalty Agreement”);

AND WHEREAS the Purchaser and the Seller entered into a partial royalty repurchase and amending agreement dated May 13, 2024, pursuant to which the Purchaser repurchased a portion of the FCF Royalty equal to 26.1% of Free Cash Flow, as defined in the Amended and Restated FCF Royalty Agreement, and in connection therewith the parties amended and restated the Original Royalty Agreement;

AND WHEREAS the Purchaser wishes to repurchase, and the Seller wishes to sell, the FCF Royalty and, on completion of such repurchase and sale, the parties shall terminate the Amended and Restated FCF Royalty Agreement on and subject to the terms and conditions set out herein;

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations and warranties contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, such Person, and includes any Person in like relation to an Affiliate;

“Agreement” means this Royalty Repurchase and Termination Agreement and the schedules hereto, as the same may be further amended or supplemented from time to time in accordance with the terms hereof;

“Amended and Restated FCF Royalty Agreement” means the amended and restated Original Royalty Agreement dated as of May 22, 2024 between the Purchaser and the Seller;

“Approval” has the meaning given to it in Section 3.1(e);

“Business Day” means any day except Saturday, Sunday or any day on which major banks are generally not open for business in the City of Kamloops, British Columbia or in the City of Toronto, Ontario;

“Charter Documents” means Articles, Articles of incorporation, notice of Articles, certificates or articles of formation, memoranda, constitutions, limited partnership agreement, by-laws or any similar constating document of a corporation or other legal entity;

“Closing” has the meaning given to it in Section 7.1;

“Closing Date” has the meaning given to it in Section 7.1;

“Contracts” means all written contracts, agreements, instruments, leases, indentures, deeds, deeds of trust, mortgages, royalties, licenses, options, arrangements, engagements, transactions and commitments;

“Control” (including, with correlative meanings, the terms “Controlling”, “Controlled by” and “under common Control with”) as applied to any Person, means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract, voting trust or otherwise;

“Credit Facility” means the fifth amended and restated credit agreement between, among others, the Purchaser and The Bank of Nova Scotia dated March 24, 2025;

“Encumbrance” means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:

“Final Payment” has the meaning given to it in Section 7.5;

“Governmental Authority” means:

in each case having jurisdiction over the applicable Person.

For greater certainty, for purposes of this Agreement “Governmental Authority” shall not include any form of Indigenous government, including chiefs, tribal councils, band councils or any other governing body.

“Law” means any international, national, provincial, state, municipal and local laws (including common and civil law), treaties, statutes, codes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, formal interpretations or other requirements enacted, adopted, promulgated or applied by any Governmental Authority in each case having the force of law, and the term “applicable” with respect to such Laws and in a context that refers to one or more parties, means such Laws as are applicable to such party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the party or parties or its or their business, undertaking, property or securities;

“Losses”, in respect of any matter, means all claims, demands, Proceedings, fines, losses, damages, liabilities, taxes, deficiencies, costs and expenses (including all reasonable out-of-pocket legal and other professional fees and disbursements, interest, penalties and amounts incurred in defending any claim or paid in settlement) arising directly or indirectly as a consequence of such matter; “Original Royalty Agreement” has the meaning given to it in the recitals;

“Outside Date” has the meaning given to it in Section 8.1(d);

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Proceeding” means any action, claim, demand, lawsuit, assessment, hearing, arbitration, judgment, award, decree, order, injunction, prosecution and investigation, or other similar proceeding;

“Purchase Price” has the meaning given to it in Section 2.1;

“Purchaser” has the meaning given to it in the recitals;

“Seller” has the meaning given to it in the recitals; and

“Transaction Documents” has the meaning given to it in Section 3.1(a).

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

The parties waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in United States currency.

(a)       This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

(b)       Each of the parties irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of the courts of the Province of Ontario over any Proceeding arising out of or relating to this Agreement; (ii) agrees to commence such a Proceeding in Toronto, Ontario, and to cooperate and use its commercially reasonable efforts to bring the Proceeding before the Ontario Superior Court of Justice (Commercial List); (iii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (iv) agrees not to assert that such courts are not a convenient forum for the determination of any such Proceeding.

The following Schedules are attached to and form an integral part of this Agreement:

ARTICLE 2 PURCHASE AND SALE OF THE FCF ROYALTY

Schedule A - Payment Instructions Schedule B - Form of Mutual Release On Closing, (i) the Seller agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the FCF Royalty free and clear of all Encumbrances, in consideration for $300 million in cash (the “Purchase Price”) and (ii) the parties agree to terminate the Amended and Restated FCF Royalty Agreement in accordance with Section 7.5.

The Purchase Price shall be satisfied by the Purchaser on the Closing Date by payment of the Purchase Price to the Seller by wire transfer in accordance with the wire transfer instructions specified in Schedule A.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows and acknowledges that the Seller is relying on the following representations and warranties in connection with the consummation of the transactions contemplated by this Agreement:

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on the following representations and warranties in connection with the consummation of the transactions contemplated by this Agreement:

ARTICLE 5 COVENANTS

Except as otherwise provided in this Agreement, as required by applicable Laws or as otherwise agreed in writing by the Purchaser and the Seller, from the date hereof until the Closing Date, the Seller shall:

(a)       Each of the Purchaser and the Seller shall: (i) take all reasonable actions as are within its power and otherwise use all commercially reasonable efforts to (A) ensure that the conditions to Closing in Article 6 are satisfied and (B) cause the Closing to occur as promptly as reasonably practicable following the date of this Agreement; and (ii) not take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement.

(b)       The Purchaser shall use commercially reasonable efforts to ensure that sufficient funds are available to the Purchaser on the Closing Date to effect payment in full of the Purchase Price, including, if necessary, drawing such funds from the Credit Facility.

(c)       Each party shall promptly notify the other party in writing (with email being sufficient) upon becoming aware that a condition to Closing in Article 6 has been satisfied.

(d)       If at any time any party becomes aware of a fact or circumstance that might prevent or materially delay any of the conditions to Closing in Article 6 from being satisfied, it shall promptly notify the other party of such fact or circumstance in writing (with email being sufficient).

If the Purchaser or the Seller identifies any Approvals that are required to consummate the transactions contemplated by this Agreement, each party shall use its commercially reasonable efforts to obtain and maintain such Approvals and in so doing shall cooperate with the other party. Without limiting the generality of the foregoing, the applicable party or, where appropriate, the parties jointly, shall make all notifications, filings, applications or submissions with Governmental Authorities required or advisable to obtain and maintain such Approvals, and shall promptly respond to any information requests by a Governmental Authority.

As soon as reasonably practicable following the Closing Date, the Seller shall do, execute and deliver or cause to be done, executed or delivered, all acts, documents and things as may be required for the purpose of assisting the Purchaser with the discharge of the Amended and Restated FCF Royalty Agreement. The Seller hereby irrevocably authorizes and directs the Purchaser to undertake the foregoing discharge, and the Seller will cooperate with such discharge, provide its written consent or signature to any documents and do such other things from time to time as are necessary or desirable to effect such discharge.

ARTICLE 6 CONDITIONS OF CLOSING

(a)       The obligation of the Seller to complete the transactions contemplated by this Agreement is subject to the following conditions being fulfilled or performed at or prior to the Closing Date:

(b)       The conditions in Section 6.1(a) are for the exclusive benefit of the Seller and the Seller may waive compliance with any such condition.

(a)       The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions being fulfilled or performed at or prior to the Closing Date:

(b)       The conditions in Section 6.2(a) are for the exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such condition.

ARTICLE 7 CLOSING ARRANGEMENTS

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the later of: (a) May 1, 2025; and (b) the second Business Day after the date on which all of the conditions of closing set out in Article 6 have been satisfied or waived (other than such conditions which are only capable of being satisfied at Closing), or such other date as may be mutually agreed upon in writing by the parties (the “Closing Date”). The Closing shall take place via electronic exchange of signatures at 9:00 a.m. (Toronto time) on the Closing Date, or such other time or manner agreed to in writing by the parties.

At the Closing, the Purchaser shall deliver the following to the Seller:

At the Closing, the Seller shall deliver the following to the Purchaser:

It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by a party to the other party pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, executed and delivered, as the case may be.

The parties agree that, effective as of the Closing Date, without any further action, the Amended and Restated FCF Royalty Agreement and all rights and obligations of the parties thereunder shall terminate without any further obligation or formality on the part of any party, and shall be of no further force or effect; provided that the Purchaser shall make one final FCF Payment (as defined in the Amended and Restated FCF Royalty Agreement) calculated for the period from January 1, 2025 to April 30, 2025 (the “Final Payment”), which shall be paid in accordance with Section 3 of the Amended and Restated FCF Royalty Agreement, such that Section 3 thereof, together with any other provisions of the Amended and Restated FCF Royalty Agreement, solely to the extent required to give effect to the foregoing, shall survive in accordance with its terms solely for purposes of the obligation of the Purchaser to make such Final Payment. No party shall have any further obligations to any other party under the Amended and Restated FCF Royalty Agreement after such termination.

(a)       The representations and warranties of:

shall survive the Closing and shall continue in full force and effect for a period of 18 months from the Closing Date.

(b)       The covenants and obligations of the parties pursuant to this Agreement, to the extent required to be performed after the Closing, shall survive the Closing and shall not merge.

ARTICLE 8 TERMINATION

This Agreement may be terminated at any time prior to the Closing:

(a)       Notwithstanding termination of this Agreement in accordance with Sections 8.1(b) or 8.1(d), the Seller may bring an action against the Purchaser for Losses suffered by the Seller where the event giving rise to the right of termination is a result of a breach of a covenant, obligation, representation or warranty of the Purchaser under this Agreement.

(b)       Notwithstanding termination of this Agreement in accordance with Sections 8.1(c) or 8.1(d), the Purchaser may bring an action against the Seller for Losses suffered by the Purchaser where the event giving rise to the right of termination is a result of a breach of a covenant, obligation, representation or warranty of the Seller under this Agreement.

Notwithstanding any other provisions of this Agreement, if this Agreement is terminated prior to Closing, the provisions of Sections 1.5, 8.2, 8.3, 9.1, 9.3 and 9.5 (subject to any time limitations referred to therein) shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof.

The Purchaser and the Seller acknowledge and agree that an award of money damages would be an inadequate remedy for any breach of this Agreement by any party or its representatives and any such breach would cause the non-breaching party irreparable harm. Accordingly, the Purchaser and the Seller agree that, in the event of any breach or threatened breach of this Agreement by the Purchaser or the Seller and provided this Agreement shall not have been terminated pursuant to Section 8.1, the non-breaching party shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the parties.

ARTICLE 9 MISCELLANEOUS

Each party covenants and agrees that, from time to time subsequent to the date hereof, it will, at the request and expense of the requesting party, execute and deliver all such documents, instruments and agreements, including all such conveyances, transfers, consents, assumption documents, deeds and other assurances and do all such other acts and things as the other party, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or any Transaction Document or any of the respective obligations intended to be created hereby or thereby.

The parties will pay their respective legal, accounting and other professional fees and expenses incurred in connection with the negotiation and settlement of this Agreement, the completion of the transactions contemplated by this Agreement and other matters pertaining hereto.

(a)       Any notice, request, demand or other communication required or permitted to be given by any party to another pursuant to this Agreement shall be in writing and shall be delivered in person, transmitted by email, sent by reliable overnight courier for next Business Day delivery or sent by prepaid registered mail, addressed as follows:

New Gold Inc.
181 Bay Street, Suite 3320
Toronto, ON M5J 2T3

Attention: General Counsel Email: general.counsel@newgold.com Davies Ward Phillips &Vineberg LLP 155 Wellington Street West Toronto, ON M5V 3J7

with a copy which shall not constitute notice to:

Attention: Richard Fridman and Aaron Atkinson
Email: [Redacted]

c/o Ontario Teachers’ Pension Plan Board
Investment Division

160 Front Street West, Suite 3200
Toronto, ON M5J 0G4

Attention: Christopher Metrakos and James Sikora
Email: [Redacted]

with a copy which shall not constitute notice to:

Stikeman Elliott LLP
5300 Commerce Court West

199 Bay Street

Toronto, ON M5L 1B9

Attention: Jeffrey Singer and Steven D. Bennett
Email: [Redacted]

(b)       Any such notice or other communication shall be deemed to have been given and received: (i) if personally delivered or transmitted, on the day on which it was delivered; (ii) if sent by reliable overnight courier for next Business Day delivery, on the next Business Day following the date of deposit; (iii) if mailed, on the third Business Day following the date of mailing; or (iv) if transmitted by email or other form of electronic transmission, on the day on which it was delivered; provided, however, that: (A) if any day referred to above is not a Business Day, or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then reference will be deemed to be made to the next following Business Day; and (B) if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c)       Either party may, at any time and from time to time, change its address for service by giving notice to the other party in accordance with this Section 9.3.

This Agreement, together with each of the Transaction Documents, constitutes the entire agreement between the Purchaser and the Seller pertaining to the subject matter hereof and thereof and supersedes all prior agreements, undertakings, understandings, negotiations and discussions, whether oral or written, of the Purchaser and the Seller, and there are no representations, warranties, conditions, covenants, obligations, agreements or other provisions, express or implied, collateral, statutory or otherwise, between the Purchaser and the Seller except as expressly set forth in this Agreement and the Amended and Restated FCF Royalty Agreement.

(a)       Subject to Sections 9.5(b) and 9.5(c), the existence of this Agreement and the contents hereof and any Transaction Documents, shall be maintained in confidence by the parties and not be disclosed to any other Person, except: (i) as may be required by applicable Law or a securities regulatory authority (in each case, upon notice by the disclosing party to the other party); (ii) as required in accordance with the terms of a Transaction Document; (iii) to the extent such information has come into the public domain through no fault of that party; or (iv) with the prior written approval of the other party (which approval may not be unreasonably withheld, conditioned or delayed).

(b)       Notwithstanding Section 9.5(a), the Seller acknowledges and agrees that the Purchaser will be required to issue and file a press release and a material change report with respect to this Agreement and the transactions contemplated hereby. The Purchaser shall use commercially reasonable efforts to give the Seller a reasonable opportunity to review a draft of such disclosure prior to the making of such disclosure and the Purchaser shall in good faith consider any comments provided by the Seller in a timely manner.

(c)       Notwithstanding Section 9.5(a), the Seller acknowledges and agrees that the Purchaser is required to file this Agreement on SEDAR+ and EDGAR under applicable Law and the Purchaser may file a redacted form of this Agreement subject to such reasonable redactions as the Seller may request, provided that such redactions are, in the reasonable opinion of the Purchaser, permitted under applicable Law. Any provision of this Agreement that has been so redacted shall continue to constitute confidential information for purposes of this Agreement and this Section 9.5; provided, however, that if any securities regulatory authority subsequently requires the Purchaser to disclose any such redacted information or such redacted information shall otherwise become publicly available pursuant to applicable Law: (i) such redacted information shall cease to be confidential upon such disclosure; and (ii) the Purchaser shall not be in breach or violation of this Agreement with respect thereto.

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors and permitted assigns. Neither party may assign any of its rights, liabilities and obligations under this Agreement without prior written consent of the other party.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.

Except as expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to by such party in writing specifically referencing the provision so amended or waived. No waiver of any provision, or any portion of any provision, of this Agreement will constitute a waiver of any other part of the provision or any other provision of this Agreement nor a continuing waiver unless otherwise expressly provided.

Nothing in this Agreement shall be construed as giving any Person other than the parties any legal or equitable right, remedy or claim under or in respect of this Agreement.

This Agreement may be executed in any number of counterparts and by the parties on different counterparts. Each of the executed counterparts shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Signature Page – Royalty Repurchase and Termination Agreement

SCHEDULE A PAYMENT INSTRUCTIONS

[Payment Instructions Redacted]

SCHEDULE B

FORM OF MUTUAL RELEASE

(See attached.)

MUTUAL RELEASE

n, 2025

In connection with: (a) the amended and restated free cash flow royalty agreement between New Gold Inc., a corporation existing under the laws of the Province of British Columbia (the "Purchaser"), and Bear Holdings LP, a limited partnership formed under the laws of the Province of Ontario by 3336050 Nova Scotia Limited as general partner for and on behalf of Bear Holdings LP (the “Seller”) dated May 22, 2024 (the “A&R FCF Royalty Agreement”); and (b) the royalty repurchase and termination agreement between the Purchaser and the Seller dated April n, 2025 (the “Royalty Repurchase and Termination Agreement”), the undersigned hereby agree in this mutual release (this “Mutual Release”), with effect immediately following Closing (as defined in the Royalty Repurchase and Termination Agreement), as follows:

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IN WITNESS WHEREOF the undersigned have duly executed this Mutual Release as of the date first written above.

Signature Page – Mutual Release