New Gold To Acquire Bayfield Ventures

New Gold Inc. ("New Gold")

and (NYSE MKT:

) today announces that it has entered into a definitive agreement (the "Agreement") to acquire 100% of Bayfield Ventures Corp. ("Bayfield") pursuant to a plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, Bayfield shareholders will receive 0.0477 of a New Gold common share for each Bayfield common share held. The offer values Bayfield at $0.21 per common share or approximately $16.6 million, representing a 50% premium to Bayfield's November 7, 2014 closing price and a 47% premium based on each company's 20-day volume weighted average trading price. It is expected that upon completion of the Arrangement, approximately 3.8 million New Gold common shares will be issued in consideration for Bayfield's outstanding shares, which represents 0.8% of New Gold's currently outstanding common shares. Following completion of the Arrangement, in accordance with their terms, Bayfield's outstanding warrants will be adjusted based on the exchange ratio and become exercisable for New Gold common shares. Bayfield's assets include a 100% interest in three mineral properties, totaling 10 square kilometres, located adjacent to New Gold's Rainy River project in northwestern Ontario. One of the three properties, the Burns Block, lies between the eastern edge of the planned open pit and the underground Intrepid zone at Rainy River, and contains National Instrument 43-101 compliant gold and silver mineral resources. New Gold owns the surface rights to the Burns Block and one of the other two properties where Bayfield holds the mineral interest. "The acquisition of Bayfield further consolidates our position in the Rainy River district," stated Hannes Portmann, Vice President, Corporate Development. "By adding these three properties within and adjacent to our project area, it simplifies our development plans, increases our gold and silver mineral resources and adds to our prospective land package." The board of directors of Bayfield has unanimously approved the transaction and the directors, officers and other shareholders of Bayfield, who hold approximately 3.3% of the issued and outstanding Bayfield shares, have entered into voting and support agreements with New Gold pursuant to which they have agreed, among other items, to support the transaction and vote their Bayfield shares in favour of the Arrangement. Bayfield's board of directors has also unanimously determined that the transaction is in the best interests of Bayfield shareholders and recommends that Bayfield shareholders vote in favour of the Arrangement. The recommendation of the Bayfield board is supported by a fairness opinion provided by Primary Capital Inc. to the special committee of Bayfield directors stating that the consideration is fair to Bayfield shareholders. Pursuant to the Agreement, Bayfield has agreed, under certain circumstances, to pay New Gold a termination fee of $650,000. Bayfield has also provided New Gold with certain other customary rights, including a right to match competing offers. As part of the transaction, New Gold will loan Bayfield up to $300,000 to cover transaction-related expenses which will be repayable in cash or Bayfield shares in the event Bayfield shareholders do not approve the transaction. The Arrangement will be subject to the favourable vote of 66 2/3% of the votes cast by Bayfield shareholders, the approval of the court and other standard regulatory approvals. Full details of the transaction will be set out in Bayfield's information circular that will be prepared in respect of the special meeting of shareholders to approve the Arrangement. Bayfield intends to mail the information circular in early December. The transaction is expected to close in early 2015. Bayfield shareholders and other interested parties are advised to read the materials relating to the proposed Arrangement after they are filed by Bayfield on SEDAR at www.sedar.com.