BUSINESS COMBINATION AGREEMENT between NEW GOLD INC. - and - PEAK GOLD LTD. - and - METALLICA RESOURCES INC. Dated as of May 9, 2008Business Combination Agreement • May 27th, 2008 • Metallica Resources Inc • Metal mining • Ontario
Dear Warrantholder:Metallica Resources Inc • May 27th, 2008 • Metal mining
The purpose of this letter is to advise you that Metallica Resources Inc. ("Metallica"), New Gold Inc. ("New Gold"), and Peak Gold Ltd. ("Peak") have entered into an agreement with respect to the business combination of Metallica, New Gold and Peak (the "Business Combination Agreement"). The business combination will be effected by way of statutory plan of arrangement of Metallica pursuant to Section 192 of the Canada Business Corporations Act (the "Arrangement"), whereby New Gold will acquire all of the outstanding common shares of Metallica (the "Metallica Common Shares") and effect certain related transactions. Pursuant to the Arrangement, Metallica shareholders will receive 0.9 of a common share of New Gold ("New Gold Common Share") plus C$0.0001 in cash for each Metallica Common Share. Shareholders of Peak will be asked, at a special meeting to be held on the same day as the Meeting, to approve an arrangement (the "BC Arrangement") pursuant to which all of the common shares of Pea
