Form 6-K New Gold Inc. /FI For: Apr 15

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2021.

 

Commission File Number 001-31722

 

 

New Gold Inc.

 

Suite 3320 – 181 Bay Street

Toronto, Ontario M5J 2T3

Canada

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐ Form 40-F ☒

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

New Gold Announces 14.9% Investment in Talisker Resources

 

(All dollar figures are in Canadian dollars unless otherwise indicated)

 

April 15, 2021 – New Gold Inc. ("New Gold" or the "Company") (TSX and NYSE American: NGD) announced today that it has acquired 37,366,932 common shares (the "Purchased Shares") of Talisker Resources Ltd. (TSX: TSK) (OTCQX: TSKFF) ("Talisker") at $0.37 per Purchased Share for total consideration of approximately $13.8 million, representing approximately 14.9% of Talisker's issued and outstanding common shares. The acquisition of the Purchased Shares was made pursuant to a purchase and sale agreement between New Gold and PearTree Securities Inc. on behalf of certain third party sellers.

 

In anticipation of New Gold acquiring its interest, New Gold and Talisker entered into an investor rights agreement (the "Investor Rights Agreement") providing that during the period commencing on the date hereof and ending on the date on which New Gold's ownership is less than 10% of the issued and outstanding common shares of Talisker, New Gold has the right, among other things, to:

●

Have a nominee appointed to the board of directors of Talisker (the "Talisker Board") and have such nominee nominated for election at Talisker's meetings of shareholders. If the size of the Talisker Board is increased to eight or more members, New Gold shall be entitled to designate an additional nominee.

●	Participate on a pro rata basis in equity financings by Talisker in order to maintain its 14.9% interest in Talisker. In addition, New Gold will have certain top-up rights that will allow it to maintain its interest in the event of other dilutive events undertaken by Talisker.

●	Certain information and access rights to Talisker's properties.

 

In return for these rights, New Gold has agreed to, among other things:

●	For a period of 24 months, ensure it is present at shareholder meetings of Talisker and, subject to certain exceptions, not vote against matters that have been unanimously approved by the Talisker Board.

●	Certain restrictions on disposing its interest in Talisker.

●	A 24-month standstill which will prohibit New Gold from taking certain actions, including acquiring more than 14.9% of the issued and outstanding common shares of Talisker, subject to certain exceptions.

 

New Gold is acquiring the Purchased Shares for investment purposes. Depending on market conditions and other factors, New Gold may, from time to time, acquire additional common shares or other securities of Talisker or dispose of some or all of the common shares or other securities of Talisker that it owns at such time.

 

An early warning report will be filed by New Gold in accordance with applicable securities laws.

About New Gold Inc.

 

For further information, please contact:

Ankit Shah

Vice President, Strategy & Business Development

Direct: +1 (416) 324 6027

Email: [email protected]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information contained in this news release, including any information relating to New Gold's future financial or operating performance are "forward-looking". All statements in this news release, other than statements of historical fact, which address events, results, outcomes or developments that New Gold expects to occur are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "targeted", "estimates", "forecasts", "intends", "anticipates", "projects", "potential", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved" or the negative connotation of such terms. Forward-looking statements in this news release include, among others, statements with respect to New Gold's acquisition or disposition of securities of Talisker in the future.

 

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by New Gold as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.