Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
In the Matter of the Securities Legislation of Ontario (the “Jurisdiction”)
and
In the Matter of the Process for Cease to be a Reporting Issuer Applications
and
In the Matter of New Gold Inc. (the “Filer”)
Order
Background
The Ontario Securities Commission (the “OSC”) has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the “Legislation”) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the “Order Sought”).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) The OSC is the principal regulator for this application; and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and Yukon.
Interpretation
Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer is a corporation existing under the Business Corporations Act (British Columbia);
The Filer is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and the Yukon Territories.
On March 20, 2026 (the “Effective Date”), all of the issued and outstanding common shares of the Filer were acquired by 1561611 B.C. Ltd., a wholly owned subsidiary of Coeur (the “Purchaser”) in consideration of 0.4959 shares of Coeur common stock for each common share of the Filer pursuant to the arrangement agreement dated November 2, 2025 by and among Coeur, the Purchaser, and the Filer (the “Arrangement”);
The Arrangement was approved by stockholders of Coeur and shareholders of the Filer at special meetings of stockholders and shareholders on January 27, 2026;
The final order of the Supreme Court of British Columbia to approve the Arrangement was issued on January 30, 2026, with the closing of the Arrangement being the Effective Date;
The common shares of the Filer were delisted from the NYSE American and the Toronto Stock Exchange as of the close of markets on March 20, 2026, and March 23, 2026, respectively;
The Filer is not in default of securities legislation in any jurisdiction, except that the Filer did not file its annual information form for the year ended December 31, 2025 (the “Filing”) by March 31, 2026 in accordance with National Instrument 51-102 Continuous Disclosure Obligations.
The requirement to file the Filing did not arise until after completion of the Arrangement;
The Filer is not eligible to use the simplified procedure under NP 11-206 as it is in default for failure to file the Filing;
But for the fact that the Filer is in default of securities legislation as a result of failing to file the Filing that were due after the completion of the Arrangement, the Filer would be eligible for the simplified procedure set out in NP 11-206;
Upon granting the Order Sought, the Filer will no longer be a reporting issuer in any jurisdiction of Canada;
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
The Filer has no intention to seek public financing by way of an offering of securities; and
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 8th day of May, 2026.
“Lina Creta” Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission
OSC File #: 2026-143