VANCOUVER, Oct. 17, 2011 /CNW/ - New Gold Inc. ("New Gold") (TSX:NGD) (AMEX:NGD) and Silver Quest Resources Ltd. ("Silver Quest") (TSX.V:SQI) today jointly announce a binding letter agreement whereby New Gold will acquire, through a plan of arrangement (the "Arrangement"), all of the outstanding common shares of Silver Quest. Under the terms of the Arrangement, Silver Quest shareholders will receive 0.09 of a New Gold share (the "Share Consideration") for each Silver Quest share held and one common share in a new Yukon-focused precious metals exploration company, McIntyre Minerals Inc. ("McIntyre") for every three Silver Quest shares held (the "Spinco Consideration"). The offer values Silver Quest at $1.32 per share, representing a 52% premium based on the combination of:

The Share Consideration of $1.06 per share, representing a 22% premium based on New Gold and Silver Quest's October 14, 2011 closing prices on the TSX and TSX.V, respectively, implying an equity offer value of approximately $131 million on a fully diluted basis and a transaction value of $121 million, net of the cash to be received from the exercise of Silver Quest's dilutive instruments

The Spinco Consideration of $0.26 per share, representing an additional 30% premium based on Silver Quest's October 14, 2011 closing price on the TSX.V, implying a value of approximately $35 million
Upon closing of the Arrangement, which is expected in December 2011, New Gold will acquire Silver Quest's 25% interest in the Davidson Property, which forms the northern half of the Blackwater Project and in which New Gold currently holds the remaining 75% interest. Silver Quest's share of the Blackwater mineral resource includes 0.56 million ounces of indicated and 0.21 million ounces of inferred gold mineral resources. In addition, New Gold will acquire a 100% interest in the Capoose Property which covers over 41,000 hectares of land and has an established gold and silver indicated and inferred mineral resource. The Capoose Property is located approximately 25 kilometres west of the Blackwater Project.

As part of the Arrangement, New Gold will purchase, on a private placement basis, $3.5 million of McIntyre shares at a price of $0.78 per share ($0.26 per share value adjusted for the three Silver Quest for one McIntyre share exchange), which will result in New Gold holding 9.9% of the shares outstanding of McIntyre, with current Silver Quest shareholders holding the remaining 90.1% upon completion of the Arrangement. Including the proceeds from the New Gold private placement, it is expected McIntyre will have approximately $15 million in cash to fund an aggressive two year exploration program focused on Silver Quest's 3Ts Gold Project in central British Columbia and a number of Yukon exploration properties.

Transaction Highlights - New Gold

Consolidates New Gold's ownership of the Blackwater Project in British Columbia adding 0.56 million ounces of indicated and 0.21 million ounces of inferred gold mineral resources

Adds significant landholding with established gold and silver mineral resource in close proximity to Blackwater Project with the Capoose Property

Provides New Gold shareholders with a strategic ownership position in McIntyre
"The acquisition of Silver Quest's Davidson interest and the Capoose Property consolidates our ownership of the Blackwater Project and expands our presence significantly in the area," stated Randall Oliphant, New Gold Executive Chairman. "We also look forward to continuing our relationship with Silver Quest as a shareholder in McIntyre given their team's track record of delivering value for shareholders."

Transaction Highlights - Silver Quest

Immediate and attractive premium recognizing both the current value and potential value of the Davidson Property

All-share deal - shareholders retain exposure to the Blackwater Project and gain exposure to New Gold's diversified gold production base and strong growth profile

Maintain exposure to Silver Quest's 3Ts Gold Project and Yukon properties through shares in McIntyre which will be fully funded for an aggressive two year exploration program
"This transaction delivers an immediate and attractive premium to our shareholders while allowing them to continue to share in the potential at the Blackwater Project through their New Gold shares," stated Randy Turner, President and Chief Executive Officer of Silver Quest. "We are pleased that our shareholders are able to retain their exposure to an exciting portfolio of exploration properties in the Yukon and British Columbia through their McIntyre shares with New Gold as a supportive shareholder."

McIntyre Minerals

McIntyre will be led by the existing management team and Board of Silver Quest, who have significant experience in building companies focused on mineral exploration

McIntyre will be a well funded exploration company with sufficient cash for aggressive exploration programs in 2012 and 2013

Exploration in British Columbia will be focused on the 3Ts Gold Project which covers an epithermal gold-silver vein system within which 12 individual mineralized veins, up to 650 metres in strike length and up to 15 metres in true width, have been identified
3Ts Gold Project covers approximately 3,100 hectares with an established inferred mineral resource (942,600 tonnes at 4.89 g/t Au and 77 g/t Ag)
Exploration on the Yukon properties will be focused on 18 properties covering more than 93,000 hectares, including extensive land holdings in the White Gold District
"McIntyre will be well funded to continue to advance its portfolio of exploration properties," stated Randy Turner. "As the McIntyre team evaluates the preliminary results from work completed in the Yukon during the 2011 field season, the team looks forward to executing a robust and targeted program in 2012."

Blackwater Project

The Blackwater Project is a bulk-tonnage gold project located in central British Columbia. New Gold owns 100% of the southern Dave and Jarrit claims within the Blackwater deposit and 75% of the northern Davidson claim where Silver Quest owns the remaining 25%. On September 19, 2011, New Gold and Silver Quest announced an updated resource estimate for the Blackwater Project which is summarized below.

meer info op
http://www.newgold.com/MediaCentre/NewGoldNews/PressReleaseDetail/2011/New-Gold-Agrees-to-Acquire-Silver-Quest-Resources---Consolidates-Ownership-of-Blackwater-Project-in-British-Columbia1126923/default.aspx

VANCOUVER, 17 oktober 2011 / CNW / - New Gold Inc ("New Gold") (TSX: NGD) (AMEX: NGD) en Silver Quest Resources Ltd ("Silver Quest") (TSX.V: SQI) vandaag gezamenlijk bekend een bindende brief overeenkomst waarbij New Gold zal verwerven, door middel van een plan van regeling (de "regeling"), alle van de uitstaande gewone aandelen van Silver Quest. Onder de voorwaarden van de regeling, zal Silver Quest ontvangen de aandeelhouders 0,09 van een New Gold aandeel (de "Share Vergoeding") voor elke Silver gehouden Quest aandeel en een gewoon aandeel in een nieuwe Yukon-gerichte edele metalen exploratie bedrijf, McIntyre Minerals Inc ("McIntyre") voor om de drie Silver Quest aandelen (de "Spinco Vergoeding"). Het aanbod waarden Silver Quest op $ 1,32 per aandeel, wat neerkomt op een 52% premie op basis van de combinatie van: