(Source: PRNewswire)
VANCOUVER, June 3 /PRNewswire-FirstCall/ - New Gold Inc. (TSX and NYSE Amex: NGD) ("New Gold") provides an update on the Western Goldfields Inc. (TSX: WGI and NYSE Amex: WGW) ("Western Goldfields") common share exchange for New Gold common shares, following the announcement of the completion of the business combination (the "Transaction") on June 1, 2009. The Transaction was completed by way of a plan of arrangement (the "Plan of Arrangement"), which was approved by the New Gold and Western Goldfields shareholders on May 13 and 14, 2009, respectively and which received final court approval on May 27, 2009.
Pursuant to the Plan of Arrangement, New Gold acquired all of the issued and outstanding common shares of Western Goldfields in consideration for the issuance by New Gold of one common share of New Gold and Cdn$0.0001 for each Western Goldfields common share outstanding.
Western Goldfields intends to terminate the registration of its common shares, no par value (the "Shares") under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 12h-6 under the Exchange Act, the Securities and Exchange Commission (the "SEC") permits a foreign private issuer to terminate the registration of a class of securities under Section 12(g) of the Exchange Act if it meets certain requirements. Western Goldfields will file a Form 15F with the SEC to terminate the registration of the Shares. Upon filing Form 15F the Company's reporting obligations will be immediately suspended and the de- registration will be effective 90 days after the filing.
The common shares of Western Goldfields will also be de-listed from the Toronto Stock Exchange effective at the close of markets on Thursday June 4, 2009 and New Gold's transfer agent, Computershare Trust Company of Canada ("Computershare"), will begin to issue New Gold shares in exchange for all Western Goldfields shares in connection with the Plan of Arrangement immediately subsequent to this date.
Western Goldfields shareholders should send in their completed and executed letters of transmittal and Western Goldfields share certificates to Computershare as soon as possible in order to receive their New Gold shares and the consideration to which they are entitled pursuant to the arrangement. A copy of the letter of transmittal is attached to this release and is also available on SEDAR at www.sedar.com under the Western Goldfields profile, posted April 16, 2009 under the title "Other".
