Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024.

Commission File Number 001-31722

New Gold Inc.

Suite 3320 – 181 Bay Street

Toronto, Ontario M5J 2T3

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DOCUMENTS FILED AS PART OF THIS FORM 6-K


Exhibit						Description
99.1						Financial Statements for the three and nine months ended September 30, 2024

99.2						Management’s Discussion and Analysis for the three and nine months ended September 30, 2024

99.3						CEO Certification of Interim Filings – Full Certificate

99.4						CFO Certification of Interim Filings – Full Certificate

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW GOLD INC.

By:

/s/ Sean Keating

Date: October 29, 2024

Sean Keating

Vice President, General Counsel and Corporate Secretary


Contents


CONDENSED INTERIM CONSOLIDATED INCOME STATEMENTS			2
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME			3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION			4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY			5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW			6
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS			7
1. Description of business and nature of operations			7
2. Basis of preparation and material accounting policy information			7
3. Expenses			9
4. Trade and other receivables			10

5. Trade and other payables			10
6. Inventories			11
7. Mining interests			12
8. Long-term debt			13
9. Non-current derivative financial liabilities			15
1 0 . Leases			17
1 1 . Derivative instruments			18
1 2 . Reclamation and closure cost obligations			20
1 3 . Share capital			21
1 4 . Income and mining taxes			23
1 5 . Supplemental cash flow information			23
1 6 . Segmented information			24
17. Fair value measurement			27
18. Commitments			29

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CONDENSED INTERIM CONSOLIDATED INCOME STATEMENTS


		Three months ended September 30		Nine months ended September 30
(Unaudited - in millions of U.S. dollars, except per share amounts)	Note	2024	2023	2024	2023
Revenues		252.0	201.3	662.3	587.3
Operating expenses	3	107.6	107.5	323.9	329.6
Depreciation and depletion		58.3	58.8	190.8	168.2
Revenue less cost of goods sold		86.1	35.0	147.6	89.5
Corporate administration		5.5	5.8	16.7	17.9

Share-based payment expenses	13	8.9	0.6	13.2	2.5
Exploration and business development		5.7	2.2	12.6	7.7

Income from operations		66.0	26.4	105.1	61.4
Finance income	3	1.7	1.9	5.6	5.6
Finance costs	3	(2.5)	(3.1)	(7.5)	(10.8)
Other losses	3	(29.1)	(20.3)	(84.6)	(84.6)
Income (loss) before taxes		36.1	4.9	18.6	(28.4)
Income tax recovery (expense)	14	1.8	(7.6)	28.9	(8.7)
Net income (loss)		37.9	(2.7)	47.5	(37.1)
Net income (loss) per share
Basic	13	0.05	(0.00)	0.06	(0.05)
Diluted	13	0.05	(0.00)	0.06	(0.05)
Weighted average number of shares outstanding (in millions)
Basic	13	790.7	684.5	739.1	683.0
Diluted	13	796.1	684.5	744.5	683.0

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three months ended September 30		Nine months ended September 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023	2024	2023
Net income (loss)		37.9	(2.7)	47.5	(37.1)
Other comprehensive income (loss)
Income (loss) on revaluation of non-current derivative financial liabilities	9	5.7	(1.2)	(9.8)	(41.3)


Total comprehensive income (loss)		43.6	(3.9)	37.7	(78.4)

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


		As at September 30	As at December 31
(Unaudited - in millions of U.S. dollars)	Note	2024	2023
ASSETS
Current assets
Cash and cash equivalents		132.6	185.5
Trade and other receivables	4	16.5	16.3
Inventories	6	114.7	126.7
Current income tax receivable		—	0.5
Investments		7.9	7.1
Prepaid expenses and other		7.8	15.7
Total current assets		279.5	351.8
Non-current inventories	6	21.9	—
Mining interests	7	1,675.2	1,927.2
Other assets		1.5	2.1
Deferred tax assets		4.9	4.9

Total assets		1,983.0	2,286.0
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables	5	196.2	229.0
Current income tax payable		0.7	—
Total current liabilities		196.9	229.0
Reclamation and closure cost obligations	12	117.6	123.4
Non-current derivative financial liabilities	9	169.8	667.6
Long-term debt	8	446.7	396.0
Deferred tax liabilities		44.1	74.8
Lease obligations	10	2.2	2.6
Other liabilities		8.5	3.4

Total liabilities		985.8	1,496.8
Equity
Common shares	13	3,334.5	3,163.5
Contributed surplus		106.2	106.9
Other reserves		(31.2)	(135.9)
Deficit		(2,412.3)	(2,345.3)
Total equity		997.2	789.2
Total liabilities and equity		1,983.0	2,286.0

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


		Nine months ended September 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023
COMMON SHARES
Balance, beginning of period		3,163.5	3,157.1
Common share issuance	13	164.6	—
Issuance of common shares under First Nations agreements		3.9	0.2

Exercise of options and vested performance share units		2.5	2.7
Balance, end of period		3,334.5	3,160.0
CONTRIBUTED SURPLUS
Balance, beginning of period		106.9	107.8
Exercise of options and vested performance share units	13	(2.5)	(2.7)
Equity settled share-based payments		1.8	2.3
Balance, end of period		106.2	107.4
OTHER RESERVES
Balance, beginning of period		(135.9)	(24.6)
Transfer of Accumulated Other Comprehensive income on New Afton free cash flow obligation extinguishment	9	114.5	—
Loss on revaluation of non-current derivative financial liabilities	9	(9.8)	(41.3)
Balance, end of period		(31.2)	(65.9)
DEFICIT
Balance, beginning of period		(2,345.3)	(2,280.8)
Transfer of Accumulated Other Comprehensive income on New Afton free cash flow obligation extinguishment	9	(114.5)	—
Net income (loss)		47.5	(37.1)
Balance, end of period		(2,412.3)	(2,317.9)
Total equity		997.2	883.6

See accompanying notes to the condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW


		Three months ended September 30		Nine months ended September 30
(Unaudited - in millions of U.S. dollars)	Note	2024	2023	2024	2023
OPERATING ACTIVITIES
Net income (loss)		37.9	(2.7)	47.5	(37.1)
Adjustments for:

Foreign exchange loss (gain)		2.2	(2.8)	(2.4)	0.2

Depreciation and depletion		58.6	59.4	191.4	168.6

Other non-cash adjustments	15	21.7	25.4	74.6	86.8
Income tax expense (recovery)	14	(1.8)	7.6	(28.9)	8.7
Finance income	3	(1.7)	(1.8)	(5.6)	(5.6)
Finance costs	3	2.5	3.0	7.5	10.8
Reclamation and closure costs paid	12	(0.2)	(0.3)	(0.4)	(1.6)
		119.2	87.9	283.7	230.8
Change in non-cash operating working capital	15	7.9	12.4	0.1	(11.5)
Income taxes recovered (paid)		0.8	(0.2)	(0.7)	(2.3)
Cash generated from operations		127.9	100.1	283.2	217.0
INVESTING ACTIVITIES
Mining interests		(62.5)	(70.6)	(195.8)	(205.3)


Proceeds from sale of equity investments		—	—	—	24.5
Proceeds from sale of other assets		—	—	0.2	—

Interest received	3	1.7	1.9	5.6	5.6
Cash used by investing activities		(60.8)	(68.7)	(190.0)	(175.2)
FINANCING ACTIVITIES


Proceeds received from exercise of options		0.7	0.1	0.9	1.6
Proceeds received from issuance of common shares (net of transaction costs)	9	—	—	164.6	—
Lease payments		(0.1)	(1.4)	(1.9)	(7.7)
Settlement of non-current derivative financial liabilities	9	(8.2)	(6.6)	(22.9)	(21.3)
New Afton free cash flow interest minimum payment guarantee	9	(42.6)	—	(42.6)	—
Settlement of New Afton free cash flow interest obligation	9	—	—	(257.5)	—
Interest paid		(18.8)	(17.5)	(36.2)	(34.8)

Credit facility (repayment) drawdown	8	(50.0)	—	50.0	—
Cash used by financing activities		(119.0)	(25.4)	(145.6)	(62.2)
Effect of exchange rate changes on cash and cash equivalents		0.1	(1.0)	(0.5)	(1.0)
Change in cash and cash equivalents		(51.8)	5.0	(52.9)	(21.4)
Cash and cash equivalents, beginning of period		184.4	174.4	185.5	200.8
Cash and cash equivalents, end of period		132.6	179.4	132.6	179.4
Cash and cash equivalents are comprised of:
Cash		122.6	144.5	122.6	144.5
Short-term money market instruments		10.0	34.9	10.0	34.9
		132.6	179.4	132.6	179.4

See accompanying notes to the condensed interim consolidated financial statements.

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NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2024

(Amounts expressed in millions of U.S. dollars, except per share amounts and unless otherwise noted)

1. Description of business and nature of operations

New Gold Inc. (“New Gold” or the “Company”) is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”).

The Company is a corporation governed by the Business Corporations Act (British Columbia). The Company’s shares are listed on the Toronto Stock Exchange and the NYSE American under the symbol NGD. The Company’s registered office is located at 925 West Georgia Street, Suite 1600, Vancouver, British Columbia, V6C 3L2, Canada. The Company's head office is located at 181 Bay Street, Suite 3320, Toronto, Ontario M5J 2T3.

2. Basis of preparation and material accounting policy information

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board on a basis consistent with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 which includes information necessary or useful to understanding the Company's business and financial statement presentation.

In particular, the Company's accounting policies are presented as Note 2 in the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in the preparation of these unaudited condensed interim consolidated financial statements except as set out below.

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors of the Company on October 29, 2024.

IAS 1 - Presentation of financial statements - classification of liabilities as current or non-current

Amendments to IAS 1 - Presentation of financial statements - classification of liabilities as current or non-current affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expense, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of 'settlement' to make clear that settlement refers to the

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transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are applied for annual periods beginning on or after January 1, 2024, which the Company has adopted. There was no material impact resulting from the adoption of these amendments.

IAS 1 - Presentation of financial statements non-current liabilities with covenants

Amendments to IAS 1 - Presentation of financial statements non-current liabilities with covenants specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity's right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g., a covenant based on the entity's financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity's right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity is required to disclose information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants. The amendments are applied for annual reporting periods beginning on or after January 1, 2024, which the Company has adopted. There was no material impact resulting from the adoption of these amendments.

Critical Judgement in the application of Accounting Policies - New Afton free cash flow interest

In 2020, New Gold entered into a strategic partnership with Ontario Teachers’ Pension Plan ("Ontario Teachers"). At contract inception, management assessed the nature of the agreement and determined the arrangement was a financial liability under the scope of IFRS 9. As the obligation contained an embedded derivative that would otherwise need to be accounted for separately at fair value through profit and loss ("FVTPL"), the Company elected this arrangement to be a financial liability at FVTPL, with initial and subsequent measurement at fair value, as permitted under IFRS 9. As part of the contractual modification of this arrangement (see Note 9) judgement was applied to determine whether the modification constituted a substantial modification of the original financial liability, and whether the resulting new agreement constituted a partial disposal of mining interest at New Afton.

Additionally, the Company applied judgement in determining the value of the disposed assets at New Afton which considered cash and non-cash consideration recognized in the transaction, the gain on the extinguishment of the financial instrument, and the carrying value of New Afton's mining interest at the valuation date.

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3. Expenses

(a) Operating expenses by nature


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OPERATING EXPENSES BY NATURE
Raw materials and consumables	40.9	43.9	125.9	134.4
Salaries and employee benefits	46.4	35.3	133.6	108.2
Contractors	23.2	27.8	67.3	76.9
Repairs and maintenance	18.0	16.5	51.8	49.0
General and administrative	5.9	6.4	20.8	17.5
Leases	2.4	1.0	7.9	2.9
Royalties	2.5	2.2	6.7	6.4
Drilling and analytical	0.7	0.8	2.5	4.5
Ore purchase costs	0.7	1.2	1.8	6.8
Other	1.0	1.1	4.4	7.3
Total production expenses	141.7	136.2	422.7	413.9
Less: Production expenses capitalized	(28.1)	(31.8)	(95.3)	(79.6)
Change in inventories (Note 6)	(6.0)	3.1	(3.5)	(4.7)
Total operating expenses	107.6	107.5	323.9	329.6

(b) Finance income and costs


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
FINANCE INCOME
Interest income	1.7	1.9	5.6	5.6
FINANCE COSTS
Interest on senior unsecured notes	7.5	7.7	22.5	22.5

Accretion	1.2	1.1	3.6	3.5

Other finance costs	3.5	1.8	7.3	4.8
Total finance costs	12.2	10.6	33.4	30.8
Less: amounts included in cost of qualifying assets	(9.7)	(7.5)	(25.9)	(20.0)
Total finance costs	2.5	3.1	7.5	10.8

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OTHER (LOSSES) AND GAINS

(Loss) gain on foreign exchange	(2.3)	3.2	2.5	0.3
(Loss) gain on disposal of assets	(0.1)	—	(1.3)	(0.3)
(Loss) gain on revaluation of investments	(0.1)	(2.1)	0.8	(4.9)
Unrealized loss on revaluation of non-current derivative financial liabilities (Note 9)	(25.4)	(16.9)	(124.4)	(77.3)
Gain on extinguishment of New Afton free cash flow interest obligation (Note 9)	—	—	42.3	—

Gain (loss) on foreign exchange derivative	1.4	(3.3)	(2.5)	(0.8)
(Loss) gain on fuel hedge swap contracts	(0.5)	(0.2)	0.5	(0.5)





Other	(2.1)	(1.0)	(2.5)	(1.1)
Total other losses	(29.1)	(20.3)	(84.6)	(84.6)

4. Trade and other receivables


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
TRADE AND OTHER RECEIVABLES
Trade receivables	12.5	10.2
Sales tax receivable	3.4	5.8
Unsettled provisionally priced concentrate derivatives and swap contracts (Note 11)	(0.2)	(0.3)



Other	0.8	0.6
Total trade and other receivables	16.5	16.3

5. Trade and other payables


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
TRADE AND OTHER PAYABLES
Trade payables	35.1	61.5
Interest payable	6.6	14.1
Accruals	79.6	73.1
New Afton free cash flow interest other liabilities (Note 9)	20.0	—
New Afton free cash flow interest obligation (Note 9)	—	42.7
Current portion of reclamation and closure cost obligations (Note 12)	3.9	0.8
Current portion of Rainy River gold stream obligation (Note 9)	49.5	33.1
Current portion of derivative liabilities (Note 11)	0.5	1.1
Current portion of lease liabilities (Note 10)	1.0	2.6
Total trade and other payables	196.2	229.0

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6. Inventories


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
INVENTORIES
Stockpile ore	35.4	34.1
Work-in-process	17.2	5.3
Finished goods(1)	8.8	16.8
Supplies	75.2	70.5
Total inventories	136.6	126.7
Less: non-current inventories	(21.9)	—
Total current inventories(2)	114.7	126.7

1.The amount of inventories recognized in operating expenses for the three and nine months ended September 30, 2024 was $103.8 million and $313.2 million (2023 - $103.9 million and $319.0 million).

2.During the nine months ended September 30, 2024, the Company reversed the previously recorded $19.8 million write-down of low-grade stockpile, $14.6 million of which was reversed in the first quarter of 2024 and the remaining $5.2 million of which was reversed in the third quarter of 2024.

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7. Mining interests


Mining Properties
	Depletable	Non-depletable	Plant & equipment	Construction in progress	Total
(in millions of U.S. dollars)
COST
As at December 31, 2022	1,906.3	237.9	1,530.3	89.1	3,763.6
Additions	45.0	147.9	17.1	100.2	310.2

Disposals	—	—	(9.0)	—	(9.0)
Transfers(1)	49.9	(18.6)	45.5	(76.8)	—

As at December 31, 2023	2,001.2	367.2	1,583.9	112.5	4,064.8
Additions	30.0	127.6	6.6	57.0	221.2

Disposals	—	—	(6.8)	—	(6.8)
Transfers(2)	50.4	(3.2)	27.9	(75.1)	—


Disposal of mineral property interest(3)	(324.2)	(110.2)	(173.9)	—	(608.3)
As at September 30, 2024	1,757.4	381.4	1,437.7	94.4	3,670.9
ACCUMULATED DEPRECIATION
As at December 31, 2022	1,108.9	—	790.8	—	1,899.7
Depreciation for the year	137.2	—	108.8	—	246.0
Disposals	—	—	(8.1)	—	(8.1)

As at December 31, 2023	1,246.1	—	891.5	—	2,137.6
Depreciation for the period	123.3	—	78.6	—	201.9

Disposals	—	—	(7.7)	—	(7.7)

Disposal of mineral property interest(3)	(233.4)		(102.7)		(336.1)
As at September 30, 2024	1,136.0	—	859.7	—	1,995.7
CARRYING AMOUNT
As at December 31, 2023	755.1	367.2	692.4	112.5	1,927.2
As at September 30, 2024	621.4	381.4	578.0	94.4	1,675.2

1.In 2023, non-depletable transfers consisted of $18.6 million from the Rainy River Intrepid zone.

2.In 2024, $38.5 million in depletable transfers related to the Rainy River tailings dam raise. Non-depletable transfers of $3.2 million related to the Rainy River Intrepid zone.

3.In May 2024, the Company entered into an Amending Agreement with Ontario Teachers which was determined to be a partial disposal of mineral property of a net book value of $272.2 million. Refer to Note 9 for further detail.

Carrying amount by property as at September 30, 2024



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	258.6	340.4	197.0	26.5	822.5

Rainy River	362.8	39.9	378.1	67.9	848.7

Other(1)	—	1.1	2.9	—	4.0
Carrying amount	621.4	381.4	578.0	94.4	1,675.2

1.Other includes corporate balances.

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Carrying amount by property as at December 31, 2023



(in millions of U.S. dollars)	Depletable	Non- depletable	Plant & equipment	Construction in progress	Total
MINING INTEREST BY SITE
New Afton	373.5	359.9	275.2	23.7	1,032.3
Rainy River	381.6	6.2	413.8	88.8	890.4

Other(1)	—	1.1	3.4	—	4.5
Carrying amount	755.1	367.2	692.4	112.5	1,927.2

1.Other includes corporate balances.

8. Long-term debt

Long-term debt consists of the following:


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
LONG-TERM DEBT


Senior unsecured notes - due July 15, 2027 (a)	396.7	396.0
Credit facility (b)	50.0	—
Total long-term debt	446.7	396.0

(a) Senior Unsecured Notes - due July 15, 2027

As at September 30, 2024, the Company has $400.0 million of senior unsecured notes outstanding that mature and become due and payable on July 15, 2027 (the "2027 Unsecured Notes"). The 2027 Unsecured Notes are denominated in U.S. dollars and bear interest at the rate of 7.50% per annum. Interest is payable in arrears in equal semi-annual installments on January 15 and July 15 of each year.

The 2027 Unsecured Notes are subject to a minimum interest coverage incurrence covenant of earnings before interest, taxes, depreciation, amortization, impairment, and other non-cash adjustments to interest of 2:1. The test is applied on a pro-forma basis prior to the Company incurring additional debt, entering into business combinations or acquiring significant assets, and certain corporate actions. There are no maintenance covenants.

The 2027 Unsecured Notes are redeemable by the Company in whole or in part during the 12-month period beginning on July 15 of the years indicated at the redemption prices below, expressed as a percentage of the principal amount of the 2027 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date:


Date			Redemption prices (%)

July 15, 2024			101.88
July 15, 2025 and thereafter			100.00

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(b) Credit Facility

The Company holds a revolving credit facility (the "Credit Facility") with a maturity date of December 2026 and a borrowing limit of $400.0 million. During the second quarter of 2024, the Company drew $100.0 million under the Credit Facility to partially fund the payment under Amending Agreement (as defined in Note 9 below) with Ontario Teachers. During the third quarter of 2024, the Company repaid $50.0 million under the Credit Facility, reducing the outstanding amount to $50.0 million as at September 30, 2024.

The Credit Facility contains various covenants customary for a loan facility of this nature, including limits on indebtedness, asset sales, and liens. The Credit Facility contains three covenant tests, all of which are measured on a rolling four-quarter basis at the end of every quarter:

•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

Significant financial covenants are as follows:


		Twelve months ended September 30	Twelve months ended December 31
Financial Covenant		2024	2023
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	10.2 : 1	8.1 : 1
Maximum leverage ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.4 : 1	1.4 : 1
Maximum secured leverage ratio (gross secured debt to Adjusted EBITDA)	<2.0:1.0	0.2 : 1	0.1 : 1

The interest margin on drawings under the Credit Facility ranges from 1.25% to 3.75% over term-adjusted SOFR, the Prime Rate or the Base Rate based on the Company’s Leverage Ratio, and the currency and type of credit selected by the Company. Based on the Company’s Leverage Ratio, the rate is 2.50% over term-adjusted SOFR as at September 30, 2024 (December 31, 2023 – 2.50% over term-adjusted SOFR). The standby fees on undrawn amounts under the Credit Facility range from 0.51% to 0.84% over SOFR, depending on the Company’s Leverage Ratio. Based on the Company’s Leverage Ratio, the rate is 0.56% over SOFR as at September 30, 2024 (December 31, 2023 – 0.56% over SOFR).

For the nine months ended September 30, 2024, the Company has drawn $50.0 million under the Credit Facility to fund the payment under the Amending Agreement with Ontario Teachers' Pension Plan. The Credit Facility has been used to issue letters of credit amounting to $23.8 million (December 31, 2023 - $26.7 million). Letters of credit relate to reclamation bonds and other financial assurances required with various government agencies.

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9. Non-current derivative financial liabilities

The following is a summary of the change in non-current derivative financial liabilities:



(in millions of U.S. dollars)	Rainy River	New Afton	Total
CHANGE IN NON-CURRENT DERIVATIVE FINANCIAL LIABILITIES
Balance, December 31, 2022	174.7	378.9	553.6

Settlements during the period	(29.8)	—	(29.8)
Fair value adjustments related to changes in the Company’s own credit risk(1)	25.2	86.1	111.3
Other fair value adjustments(2)	29.8	78.4	108.2
Balance, December 31, 2023	199.9	543.4	743.3
Less: current portion	(33.1)	(42.7)	(75.7)
Non-current portion of derivative financial liabilities	166.8	500.7	667.6
Balance, December 31, 2023	199.9	543.4	743.3

Settlements during the period(3)	(23.6)	—	(23.6)
Fair value adjustments related to changes in the Company’s own credit risk(1)	(2.4)	12.2	9.8
Other fair value adjustments(2)	45.4	79.0	124.4
Extinguishment of New Afton free cash flow interest obligation(4)	—	(634.6)	(634.6)
Balance, September 30, 2024	219.3	—	219.3
Less: current portion(5)	(49.5)	—	(49.5)
Non-current portion of derivative financial liabilities	169.8	—	169.8

1.Fair value adjustments related to changes in the Company’s own credit risk are included in other comprehensive income.

2.Other fair value adjustments are included in Other Losses in the condensed interim consolidated income statements.

3.Settlements during the period are on an accrual basis. During the nine months ended September 30, 2024, the Company paid $22.9 million in cash towards settlements of the Rainy River gold stream obligation.

4.In May 2024, the Company entered into an amending agreement with the original financial instrument determined to be extinguished as of May 31, 2024. See below for further detail.

5.The current portion of the derivative financial liabilities is included in trade and other payables on the statement of financial position. For New Afton, this includes the minimum cash guarantee, see below.

Rainy River gold stream obligation

In 2015, the Company entered into a $175 million streaming transaction with RGLD Gold AG, a wholly owned subsidiary of Royal Gold Inc. (“Royal Gold”). Under the terms of the agreement, the Company will deliver to Royal Gold 6.5% of gold production from Rainy River up to a total of 230,000 ounces of gold and then 3.25% of the mine’s gold production thereafter. The Company will also deliver to Royal Gold 60% of the mine’s silver production to a maximum of 3.1 million ounces and then 30% of silver production thereafter.

In addition to the upfront $175.0 million deposit, Royal Gold will pay 25% of the average spot gold or silver price at the time each ounce of gold or silver is delivered under the stream. The difference between the spot price of metal and the cash received from Royal Gold will reduce the $175.0 million deposit over the life of the mine. Upon expiry of the 40 year term of the agreement (which may be extended in certain circumstances), any balance of the $175.0 million upfront deposit remaining unpaid will be refunded to Royal Gold.

The Company has designated the Rainy River gold stream obligation as FVTPL under the scope of IFRS 9. Accordingly, the Company values the liability at the present value of its expected future cash flows at

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each reporting period with changes in fair value reflected in the condensed interim consolidated income statements and condensed interim consolidated statements of comprehensive income.

Fair value adjustments represent the net effect on the Rainy River gold stream obligation of changes in the variables included in the Company’s valuation model between the date of receipt of deposit and the reporting date.

New Afton free cash flow interest obligation

In 2020, New Gold entered into a strategic partnership ("Original Agreement") with Ontario Teachers. Under the terms of the Original Agreement, Ontario Teachers acquired a 46% free cash flow interest in the New Afton mine for upfront cash proceeds of $300 million. The Original Agreement was determined to be a financial liability that the Company designated as FVTPL under the scope of IFRS 9. Fair value of the Original Agreement on initial recognition was determined by the amount of cash received. Subsequent fair value was calculated on each reporting date with gains and losses recorded in net earnings. Fair value adjustments as a result of the Company's own credit risk are recorded in the consolidated statement of comprehensive income, as required by IFRS 9 for financial liabilities designated as FVTPL.

In May 2024, the Company entered into an amending agreement ("Amending Agreement") with Ontario Teachers to reduce the cash flow interest to 19.9% in exchange for a cash payment of $255.0 million. The Company determined that the Amending Agreement constituted a substantial modification of the Original Agreement which resulted in a derecognition of the FVTPL liability. Consideration for the disposal comprised of the $255.0 million cash payment, $2.5 million in transaction costs, the 19.9% free cash flow interest, and a contingent obligation of $20.0 million to Ontario Teachers should there be a change of control of New Gold prior to January 2026.

The Company determined that the Amending Agreement constituted an executory contract and a partial disposal of the New Afton Mining Interest. The Amending Agreement did not include embedded derivatives, minimum cash flow guarantees, or any other clauses that would create a present obligation under IFRS 9. As a result of the extinguishment of the FVTPL liability, the Company recognized a $42.3 million gain on extinguishment.

In July 2024, the Company made a final payment of $42.6 million to Ontario Teachers as part of the minimum cash guarantee under the terms of the Original Agreement.

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Summary of changes in the New Afton free cash flow interest obligation during the nine months ended September 30, 2024:



(in millions of U.S. dollars)
Fair Value of Original Agreement on March 31, 2024			599.8
Unrealized loss on revaluation of liability			34.8
Fair value of Original Agreement on May 31, 2024			634.6

Cash consideration			(257.5)
Partial disposition of mining interest at New Afton			(272.2)
Original Agreement guaranteed minimum liability			(42.6)
Amending Agreement change of control liability			(20.0)
Gain on extinguishment			42.3

Components of the adjustment to fair value for the non-current derivative financial liabilities, including the New Afton free cash flow interest obligation prior to extinguishment, at each reporting date include:


Financial instrument			Components of the adjustment to fair value
Rainy River gold stream obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices
New Afton free cash flow interest obligation			•Accretion expense due to passage of time •Change in the risk-free interest rate •Change in the Company specific credit spread •Change in any expected ounces to be delivered •Change in future metal prices •Change in production profile, operating and capital costs at New Afton, including considerations to the minimum cash guarantee over the first four years of the instrument

10. Leases

(a) Right-of-use assets

The Company leases assets such as buildings, mobile equipment, and machinery. These assets are included in Mining Interests on the statement of financial position and are classified as plant & equipment as per Note 7 of the Company’s condensed interim consolidated financial statements.


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
RIGHT-OF-USE ASSETS
Opening balance	17.9	21.4
Additions	0.4	4.3
Depreciation	(1.2)	(7.3)
Transfers(1)	(11.8)	—
Disposals	—	(0.5)
Total right-of-use-assets	5.3	17.9

1.Transfers of right-of-use assets (net of accumulated depreciation) from leased to owned.

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(b) Lease liabilities

Please see below for a maturity analysis of the Company’s lease payments:


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
MATURITY ANALYSIS FOR LEASES
Less than 1 year	1.0	2.6
Between 1 and 3 years	1.4	1.4
Between 3 and 5 years	1.4	1.3
More than 5 years	0.1	0.5
Total undiscounted lease payments(1)	3.9	5.8
Carrying value of lease liabilities	3.2	5.2
Less: current portion of lease liabilities(2)	(1.0)	(2.6)
Non-current portion of lease liabilities	2.2	2.6

1.Total undiscounted lease payments excludes leases that are classified as short term and leases for low value assets, which are not recognized as lease liabilities.

2.The current portion of the lease liabilities is included in trade and other payables on the statement of financial position.

For the three and nine months ended September 30, 2024, the Company recognized $nil and $0.2 million in interest expense on lease liabilities (2023 - $0.2 million and $0.3 million).

For the three and nine months ended September 30, 2024, the Company expensed $1.9 million and $8.2 million related to leases that are classified as short term (2023 - $1.5 million and $2.0 million).

11. Derivative instruments


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
DERIVATIVE ASSETS (LIABILITIES)

Foreign exchange forward contracts(1)	0.9	3.2
Fuel hedge swap contracts(2)	(0.5)	(1.1)
Unsettled provisionally priced concentrate derivatives, and swap contracts(3)	(0.2)	(0.3)

1.Foreign exchange forward contracts are included within prepaid expenses and other in the statement of financial position.

2.Fuel hedge swap contracts are included within trade and other payables in the statement of financial position.

3.Unsettled provisionally priced concentrate derivatives are included within trade and other receivables in the statement of financial position.

(a) Provisionally priced contracts

The Company had provisionally priced sales for which price finalization is outstanding at September 30, 2024. Realized and unrealized gains (losses) on the provisional pricing of concentrate sales are classified as revenue, with the unsettled provisionally priced concentrate derivatives included in trade and other receivables. The Company enters into gold and copper swap contracts to reduce exposure to gold and copper prices. Realized and unrealized gains (losses) are recorded in revenue, with the unsettled gold and copper swaps included in trade and other receivables.

The following tables summarize the realized and unrealized gains and losses on provisionally priced sales:

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	Three months ended September 30, 2024			Nine months ended September 30, 2024
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized	2.2	(1.3)	0.9	6.7	4.6	11.3
Unrealized	1.1	3.2	4.3	1.3	2.6	3.9
Total gain	3.3	1.9	5.2	8.0	7.2	15.2


	Three months ended September 30, 2023			Nine months ended September 30, 2023
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON THE PROVISIONAL PRICING OF CONCENTRATE SALES
Realized	(0.1)	(0.2)	(0.3)	1.3	2.0	3.3
Unrealized	(1.2)	(0.1)	(1.3)	(1.3)	(0.7)	(2.0)
Total (loss) gain	(1.3)	(0.3)	(1.6)	—	1.3	1.3

The following tables summarize the realized and unrealized gains and losses on gold and copper swap contracts:


	Three months ended September 30, 2024			Nine months ended September 30, 2024
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized	(1.5)	2.6	1.1	(4.8)	(2.8)	(7.6)
Unrealized	(1.5)	(4.2)	(5.7)	(1.4)	(2.7)	(4.1)
Total loss	(3.0)	(1.6)	(4.6)	(6.2)	(5.5)	(11.7)


	Three months ended September 30, 2023			Nine months ended September 30, 2023
(in millions of U.S. dollars)	Gold	Copper	Total	Gold	Copper	Total
GAIN (LOSS) ON SWAP CONTRACTS
Realized	0.6	0.6	1.2	(0.9)	(0.9)	(1.8)
Unrealized	0.6	(0.2)	0.4	1.0	0.8	1.8
Total gain (loss)	1.2	0.4	1.6	0.1	(0.1)	—

The following table summarizes the net exposure to the impact of movements in market commodity prices for provisionally priced sales:


	As at September 30	As at December 31
	2024	2023
VOLUMES SUBJECT TO FINAL PRICING NET OF OUTSTANDING SWAPS
Gold ounces (000s)	0.8	—
Copper pounds (millions)	0.6	—

(b) Foreign exchange forward contracts

The Company entered into foreign exchange forward contracts in order to hedge operating costs at the New Afton and Rainy River mines. These contracts are treated as derivative financial instruments and marked-to-market at each reporting period on the consolidated statement of financial position with

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changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company entered into foreign exchange forward contracts hedging an average of C$42.0 million per month in the first half of 2024, and C$45.0 million per month in the second half of 2024. As at September 30, 2024, the fair value of the unrealized foreign exchange forward contract assets was $0.9 million (December 31, 2023 - $3.2 million forward contract assets).

The Company entered into diesel fuel hedge swap contracts for the Rainy River Mine in order to reduce exposure to volatile fuel prices. These contracts are treated as derivative financial instruments and marked to market at each reporting period on the consolidated statement of financial position with changes in fair value recognized in other gains and losses. Realized gains and losses are recorded within operating expenses.

The Company hedged an average of 0.7 million gallons per month during 2024, and 0.3 million gallons per month for the first quarter of 2025. As at September 30, 2024, the fair value of the unrealized fuel hedge swap contract liabilities were $0.5 million (December 31, 2023 - $1.1 million).

12. Reclamation and closure cost obligations

Changes to the reclamation and closure cost obligations are as follows:



(in millions of U.S. dollars)	Rainy River	New Afton	Cerro San Pedro	Total
CHANGES TO RECLAMATION AND CLOSURE COST OBLIGATIONS
Balance – December 31, 2022	87.6	32.3	1.3	121.2
Reclamation expenditures	(0.5)	—	(1.9)	(2.4)
Unwinding of discount	2.7	0.9	—	3.6
Revisions to expected cash flows	(0.8)	(0.8)	0.8	(0.8)
Foreign exchange movement	2.0	0.7	(0.1)	2.6

Balance – December 31, 2023	91.0	33.1	0.1	124.2
Less: current portion of closure costs (Note 5)	(0.8)	—	—	(0.8)
Non-current portion of closure costs	90.2	33.1	0.1	123.4
Balance – December 31, 2023	91.0	33.1	0.1	124.2
Reclamation expenditures	(0.3)	—	(0.1)	(0.4)
Unwinding of discount	2.1	0.7	—	2.8
Revisions to expected cash flows	(2.0)	(0.7)	—	(2.7)
Foreign exchange movement	(1.7)	(0.7)	—	(2.4)

Balance – September 30, 2024	89.1	32.4	—	121.5
Less: current portion of closure costs (Note 5)	(3.8)	(0.1)	—	(3.9)
Non-current portion of closure costs	85.3	32.3	—	117.6

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13. Share capital

At September 30, 2024, the Company had an unlimited number of authorized common shares, of which 790.9 million common shares were issued and outstanding.

(a) No par value common shares issued


	Number of shares	Value of shares
(in millions of U.S. dollars, except where noted)	(000s)	$
NO PAR VALUE COMMON SHARES ISSUED
Balance at December 31, 2022	682,277	3,157.1
Issuance of common shares under First Nations agreements	181	0.1
Issuance of flow through shares	1,642	2.3
Exercise of options and vested performance share units	2,906	4.0
Balance at December 31, 2023	687,006	3,163.5
Issuance of common shares(1)	100,395	164.6
Issuance of common shares under First Nations agreements	2,400	3.9

Exercise of options and vested performance share units	1,100	2.5
Balance at September 30, 2024	790,901	3,334.5

1.In May 2024, the Company completed an equity issuance of 100,395,000 common shares at a price of $1.72 per common share for gross proceeds of $172.7 million. Transaction costs amounted to $8.1 million and have been netted against the gross proceeds of the equity issuance.

(b) Share-based payment expenses

The following table summarizes share-based payment expenses:


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
SHARE-BASED PAYMENT EXPENSES(1)
Stock option expense	—	—	0.1	0.2
Performance share unit expense	1.5	0.2	2.0	0.9
Restricted share unit expense	8.0	0.9	11.7	2.2
Deferred share unit expense	3.9	(0.2)	5.8	0.5
Shares issued under First Nations agreements	—	—	0.2	—
Total share-based payment expenses	13.4	0.9	19.8	3.8

1. For the three and nine months ended September 30, 2024, $4.5 million and $6.6 million of share-based expenses were recognized in operating expenses (2023 – $0.3 million and $1.3 million).

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Stock options

The following table presents changes in the Company’s stock option plan:


	Number of options	Weighted average exercise price
	(000s)	C$/share
CHANGES TO THE COMPANY'S STOCK OPTION PLAN
Balance at December 31, 2022	4,851	1.59

Exercised	(2,401)	1.20
Forfeited	(158)	2.02
Expired	(562)	2.09
Balance at December 31, 2023	1,730	1.93

Exercised	(906)	1.84
Forfeited	(307)	2.03
Expired	(30)	1.81
Balance at September 30, 2024	487	2.04

Net income (loss) per share

The following table sets out the calculation of gain (loss) per share:


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CALCULATION OF NET INCOME (LOSS) PER SHARE

Net income (loss)	37.9	(2.7)	47.5	(37.1)
Basic weighted average number of shares outstanding (in millions)	790.7	684.5	739.1	683.0
Dilution of securities:
Stock options, deferred share units, performance share units	5.4	—	5.3	—
Diluted weighted average number of shares outstanding (in millions)	796.1	684.5	744.5	683.0



Net income (loss) per share:
Basic	0.05	(0.00)	0.06	(0.05)
Diluted	0.05	(0.00)	0.06	(0.05)

The following table lists the equity securities excluded from the calculation of diluted net income (loss) per share. All stock options, deferred share units, and performance share units are excluded from the calculation when the Company is in a net loss position.


	Three months ended September 30		Nine months ended September 30
(in millions of units)	2024	2023	2024	2023
EQUITY SECURITIES EXCLUDED FROM THE CALCULATION OF DILUTED EARNINGS (LOSS) PER SHARE
Stock options, deferred share units, performance share units	—	2.9	—	2.9

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14. Income and mining taxes

The following table outlines the composition of income tax expense between current tax and deferred tax:


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023

Current income and mining tax expense	0.7	0.8	1.7	2.1




Deferred income and mining tax (recovery) expense	(2.5)	6.8	(30.6)	6.6



Total income tax (recovery) expense	(1.8)	7.6	(28.9)	8.7

1. In May 2024, the Company recognized a deferred income tax recovery of $35.1 million related to the New Afton free cash flow interest Amending Agreement. Refer to Note 9 for further details.

15. Supplemental cash flow information

Supplemental cash flow information (included within operating activities) is as follows:


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CHANGE IN NON-CASH OPERATING WORKING CAPITAL
Trade and other receivables	(0.8)	2.8	0.2	(0.5)
Inventories	(3.0)	2.5	2.0	(9.9)
Prepaid expenses and other	0.3	(6.1)	4.3	(5.1)
Trade and other payables	11.4	13.2	(6.4)	4.0
Total change in non-cash operating working capital	7.9	12.4	0.1	(11.5)


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
OTHER NON-CASH ADJUSTMENTS
(Gain) loss on revaluation of foreign exchange forward contracts and fuel hedge swap contracts	(1.1)	4.0	1.8	1.8
Unrealized loss on concentrate contracts	1.2	0.9	0.2	0.2
Equity settled share-based payment expense	0.2	0.1	0.4	0.6
Gain on extinguishment of New Afton free cash flow obligation	—	—	(42.3)	—
Loss on disposal of assets	0.1	0.6	1.3	0.9

Unrealized loss on revaluation of non-current derivative financial instruments	25.4	16.8	124.4	77.3

Loss on revaluation of CSP’s reclamation and closure cost obligation	—	0.4	—	0.6
Inventory net realizable value write-up (Note 6)	(4.2)	0.4	(10.4)	0.5
Loss (gain) on revaluation of investments	0.1	2.2	(0.8)	4.9

Total other non-cash adjustments	21.7	25.4	74.6	86.8

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16. Segmented information

(a) Segment revenues and results

The Company has operating mines in one principal geographical area - Canada (country of domicile).The Company manages its reportable segments by operating mines. Income (loss) from operations of reportable operating segments are reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segments and to assess their performance. The results from operations for these reportable operating segments are summarized in the following tables:


Three months ended September 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	168.1	35.1	—	203.2
Copper revenues	—	43.9	—	43.9
Silver revenues	4.1	0.8	—	4.9
Total revenues(2)	172.2	79.8	—	252.0
Operating expenses	73.2	34.4	—	107.6
Depreciation and depletion	45.7	12.6	—	58.3
Revenue less cost of goods sold	53.3	32.8	—	86.1
Corporate administration	—	—	5.5	5.5
Share-based payment expenses	—	—	8.9	8.9
Exploration and business development	2.5	2.9	0.3	5.7
Income (loss) from operations	50.8	29.9	(14.7)	66.0
Finance income				1.7
Finance costs				(2.5)
Other income				(29.1)
Income before taxes				36.1

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the three months ended September 30, 2024.

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Three months ended September 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	120.0	31.7	—	151.7
Copper revenues	—	46.4	—	46.4
Silver revenues	2.5	0.7	—	3.2
Total revenues(2)	122.5	78.8	—	201.3
Operating expenses	65.9	41.6	—	107.5
Depreciation and depletion	40.1	18.7	—	58.8
Revenue less cost of goods sold	16.5	18.5	—	35.0
Corporate administration	—	—	5.8	5.8

Share-based payment expenses	—	—	0.6	0.6
Exploration and business development	0.1	1.9	0.2	2.2
Income (loss) from operations	16.4	16.6	(6.6)	26.4
Finance income				1.9
Finance costs				(3.1)
Other losses				(20.3)
Loss before taxes				4.9

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the three months ended September 30, 2023.


Nine months ended September 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	394.5	109.8	—	504.3
Copper revenues	—	144.4	—	144.4
Silver revenues	11.1	2.5	—	13.6
Total revenues(2)	405.6	256.7	—	662.3
Operating expenses	203.0	120.9	—	323.9
Depreciation and depletion	137.2	53.6	—	190.8
Revenue less cost of goods sold	65.4	82.2	—	147.6
Corporate administration	—	—	16.7	16.7
Share-based payment expenses	—	—	13.2	13.2
Exploration and business development(3)	5.4	9.1	(1.9)	12.6
Income (loss) from operations	60.0	73.1	(28.0)	105.1
Finance income				5.6
Finance costs				(7.5)
Other income				(84.6)
Income before taxes				18.6

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the nine months ended September 30, 2024.

3.Exploration and business development includes BC Exploration tax credits of $3.2 million received in the nine months ended September 30, 2024.

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Nine months ended September 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Corporate(1)	Total
OPERATING SEGMENT RESULTS
Gold revenues	372.3	86.6	—	458.9
Copper revenues	—	118.6	—	118.6
Silver revenues	8.0	1.8	—	9.8
Total revenues(2)	380.3	207.0	—	587.3
Operating expenses	208.1	121.5	—	329.6
Depreciation and depletion	118.8	49.4	—	168.2
Revenue less cost of goods sold	53.4	36.1	—	89.5
Corporate administration	—	—	17.9	17.9

Share-based payment expenses	—	—	2.5	2.5
Exploration and business development	0.2	6.9	0.6	7.7
Income (loss) from operations	53.2	29.2	(21.0)	61.4
Finance income				5.6
Finance costs				(10.8)
Other losses				(84.6)
Loss before taxes				(28.4)

1.Corporate includes corporate balances and Cerro San Pedro.

2.Segmented revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the nine months ended September 30, 2023.

(b) Segmented assets and liabilities

The following table presents the segmented assets and liabilities:


		Total assets		Total liabilities	Capital expenditures(1)
	As at September 30	As at December 31	As at September 30	As at December 31	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023	2024	2023	2024	2023
SEGMENTED ASSETS AND LIABILITIES
Rainy River	974.3	1,015.4	366.8	357.1	31.9	32.0	101.3	96.1
New Afton	889.0	1,101.1	141.3	708.0	30.6	38.5	94.5	109.0

Corporate(2)	119.7	169.5	477.7	431.7	—	0.1	—	0.2

Total segmented assets, liabilities and capital expenditures	1,983.0	2,286.0	985.8	1,496.8	62.5	70.6	195.8	205.3

1.Capital expenditures per condensed interim consolidated statements of cash flows.

2.Corporate includes corporate balances and Cerro San Pedro.

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17. Fair value measurement

Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing the fair value of a particular contract, the market participant would consider the credit risk of the counterparty to the contract. Consequently, when it is appropriate to do so, the Company adjusts the valuation models to incorporate a measure of credit risk. Fair value represents management's estimate of the current market value at a given point in time.

The Company has certain financial assets and liabilities that are measured at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts), or inputs that are derived principally from, or corroborated by, observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. There were no transfers among Levels 1, 2, and 3 during the nine months ended September 30, 2024 or the year ended December 31, 2023. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

Valuation methodology for Level 1 financial assets and liabilities:

Investments

The fair value of the investments are measured based on the closing share price on the reporting date.

Valuation methodologies for Level 2 and 3 financial assets and liabilities:

Provisionally priced contracts and gold and copper swap contracts

The fair value of the provisionally priced contracts and the gold and copper swap contracts is calculated using the mark-to-market forward prices of the London Metals Exchange gold and copper based on the applicable settlement dates of the outstanding provisionally priced contracts and copper swap contracts.

Foreign exchange forward contracts

The fair value of foreign exchange forward contracts is calculated using the mark-to-market method based on the difference between the forward Canadian dollar to U.S dollar foreign exchange rate and the foreign exchange rates of the contracts.

Fuel hedge swap contracts

The fair value of the fuel hedge swap contracts is calculated using the mark-to-market forward prices of diesel, based on the applicable settlement dates of the outstanding swap contracts.

Rainy River gold stream obligation

The fair value of the Rainy River gold stream obligation is calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected gold and silver ounces to be delivered from Rainy River’s life of mine projections.

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New Afton free cash flow interest obligation

The fair value of the New Afton free cash flow interest obligation was calculated using the risk-free interest rate derived from the U.S. Treasury rate, forward and consensus metal prices, company specific credit spread based on the yield on the Company’s 2027 Senior Unsecured Notes, and expected production, operating and capital costs from New Afton’s life of mine projections, including considerations to the minimum cash guarantee over the first four years of the instrument.

The following table summarizes the Company’s financial assets and liabilities by category, and information about financial assets and liabilities measured at fair value on a recurring basis in the statement of financial position categorized by level of significance of the inputs used in making the measurements:


		As at September 30, 2024		As at December 31, 2023
(in millions of U.S. dollars)	Category	Level		Level
FINANCIAL ASSETS
Cash and cash equivalents	Financial assets at amortized cost		132.6		185.5
Trade and other receivables(1)	Financial assets at amortized cost		16.7		16.6
Provisionally priced contracts	Financial instruments at FVTPL	2	4.0	2	0.6
Gold and copper swap contracts	Financial instruments at FVTPL	2	(4.2)	2	(0.9)
Foreign exchange forward contracts	Financial instruments at FVTPL	2	0.9	2	3.2



Investments	Financial instruments at FVTPL	1	7.9	1	7.1
FINANCIAL LIABILITIES
Trade and other payables(2)	Financial liabilities at amortized cost		142.3		154.2
Long-term debt	Financial liabilities at amortized cost		446.7		396.0
Foreign exchange forward contracts	Financial instruments at FVTPL	2	—	2	—
Fuel hedge swap contracts	Financial instruments at FVTPL	2	0.5	2	1.1
Rainy River gold stream obligation	Financial instruments at FVTPL	3	219.3	3	199.9
New Afton free cash flow interest obligation	Financial instruments at FVTPL	3	—	3	543.4

1.Trade and other receivables exclude provisionally priced contracts, and gold and copper swap contracts.

2.Trade and other payables exclude the short-term portions of reclamation and closure cost obligations, the Rainy River gold stream obligation, the New Afton free cash flow interest obligation, and current derivative liabilities.

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The carrying values and fair values of the Company’s financial instruments are as follows:


As at September 30, 2024			As at December 31, 2023
(in millions of U.S. dollars)	Carrying value	Fair value	Carrying value	Fair value
FINANCIAL ASSETS
Cash and cash equivalents	132.6	132.6	185.5	185.5
Trade and other receivables(1)	16.7	16.7	16.6	16.6
Provisionally priced contracts	4.0	4.0	0.6	0.6
Gold and copper swap contracts	(4.2)	(4.2)	(0.9)	(0.9)
Foreign exchange forward contracts	0.9	0.9	3.2	3.2


Investments	7.9	7.9	7.1	7.1
FINANCIAL LIABILITIES
Trade and other payables(2)	142.3	142.3	154.2	154.2
Long-term debt	446.7	460.5	396.0	406.0
Rainy River gold stream obligation	219.3	219.3	199.9	199.9
New Afton free cash flow interest obligation	—	—	543.4	543.4

Fuel hedge swap contracts	0.5	0.5	1.1	1.1

1.Trade and other receivables exclude provisionally priced contracts, and gold and copper swap contracts.

18. Commitments

The Company has entered into a number of contractual commitments for capital items relating to operations and development. At September 30, 2024, these commitments totaled $95.0 million, which are expected to become due over the next 12 months. This compares to commitments of $96.7 million as at December 31, 2023. Certain contractual commitments may contain cancellation clauses; however, the Company discloses its commitments based on management’s intent to fulfill the contracts.


Contents


OUR BUSINESS			2
USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS			2
OPERATING AND FINANCIAL HIGHLIGHTS			3
SUSTAINABILITY AND ESG			5
CORPORATE DEVELOPMENTS			6
OUTLOOK FOR 2024			7



KEY PERFORMANCE DRIVERS			8
FINANCIAL RESULTS			11
REVIEW OF OPERATING MINES			16
FINANCIAL CONDITION REVIEW			22
NON-GAAP FINANCIAL PERFORMANCE MEASURES			27
ENTERPRISE RISK MANAGEMENT AND RISK FACTORS			40
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES			40
ACCOUNTING POLICIES			40
CONTROLS AND PROCEDURES			40

ENDNOTES			42
CAUTIONARY NOTES			43

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MANAGEMENT’S DISCUSSION AND ANALYSIS

All dollar figures are in United States dollars and tabular dollar amounts are in millions, unless otherwise noted.

For the three and nine months ended September 30, 2024.

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of New Gold Inc. and its subsidiaries (“New Gold” or the “Company”). This MD&A should be read in conjunction with New Gold’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023, and related notes, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the "Cautionary Note Regarding Forward-Looking Statements" section at the end of this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements. Figures in some tables may not add due to rounding. This MD&A has been prepared as at October 29, 2024. Additional information relating to the Company, including the Company’s Annual Information Form, is available on SEDAR+ at www.sedarplus.ca.

OUR BUSINESS

New Gold Inc. is an intermediate gold mining company engaged in the development and operation of mineral properties. The assets of the Company, directly or through its subsidiaries, are comprised of the Rainy River Mine in Ontario, Canada (“Rainy River”), and the New Afton Mine in British Columbia, Canada (“New Afton”). New Gold's vision is to build a leading diversified intermediate gold company based in Canada that is committed to the environment and social responsibility. For further information on the Company, visit www.newgold.com.

EXTERNAL DOCUMENTS

References made in this MD&A to other documents or to information or documents available on a website do not constitute the incorporation by reference into this MD&A of such other documents or such other information or documents available on such website, unless such incorporation by reference is explicit.

ENDNOTES

Note references throughout this MD&A are to endnotes which can be found starting on page 42.

USE OF NON-GAAP FINANCIAL PERFORMANCE METRICS

In this MD&A, we use the following non-GAAP financial performance measures: “Cash costs", "all-in sustaining costs" or "AISC", "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”, "open pit net mining cost per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", "G&A costs per tonne processed", "cash generated from operations before changes in non-cash operating working capital" and "free cash flow". For a detailed description of each non-GAAP financial performance measure used in this MD&A and a detailed reconciliation to the most directly comparable measures under IFRS, please refer to the “Non-GAAP Financial Performance Measures” section of this MD&A starting on page 27. The non-GAAP financial performance measures in this MD&A are intended to provide additional information to investors and do not have any

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standardized meaning under IFRS as issued by the IASB. These measures may therefore not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

OPERATING AND FINANCIAL HIGHLIGHTS

OPERATING HIGHLIGHTS


	Three months ended September 30		Nine months ended September 30
	2024	2023	2024	2023
OPERATING INFORMATION



Gold (ounces):
Produced(2)	78,369	82,986	217,865	241,991
Sold(2)	81,791	79,821	219,565	241,247
Copper (millions of pounds):
Produced(2)	12.6	13.2	39.5	35.5
Sold(2)	11.0	13.0	36.4	32.5
Revenue(9)
Gold ($/ounce)	2,485	1,900	2,297	1,902
Copper ($/pound)	3.98	3.57	3.97	3.65
Average realized price(1)
Gold ($/ounce)	2,507	1,924	2,324	1,926
Copper ($/pound)	4.18	3.78	4.19	3.89
Operating expenses ($/oz gold, co-product)(9)	1,021	982	1,090	1,014
Operating expenses ($/lb copper, co-product)(9)	2.18	2.24	2.33	2.61
Depreciation and depletion ($/oz gold)(9)	715	739	872	699
Cash costs per gold ounce sold (by-product basis)(1)	741	749	783	858
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,195	1,333	1,317	1,418

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FINANCIAL HIGHLIGHTS


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
FINANCIAL INFORMATION
Revenue	252.0	201.3	662.3	587.3

Revenue less cost of goods sold	86.1	35.0	147.6	89.5
Net earnings (loss)	37.9	(2.7)	47.5	(37.1)
Adjusted net earnings(1)	64.3	23.1	94.3	53.1
Cash generated from operations	127.9	100.1	283.2	217.0
Cash generated from operations before changes in non-cash operating working capital(1)	120.0	87.7	283.1	228.5
Sustaining capital(1)	19.8	35.6	77.2	97.5
Growth capital(1)	42.7	35.0	118.6	107.8
Total mining interest capital expenditures	62.5	70.6	195.8	205.3
Total assets	1,983.0	2,252.3	1,983.0	2,252.3
Cash and cash equivalents	132.6	179.4	132.6	179.4
Long-term debt	446.7	395.7	446.7	395.7
Non-current liabilities excluding long-term debt	342.2	758.9	342.2	758.9
SHARE DATA
Net income (loss) per share
Basic ($)	0.05	(0.00)	0.06	(0.05)
Diluted ($)	0.05	(0.00)	0.06	(0.05)
Adjusted net earnings per basic share ($)(1)	0.08	0.03	0.13	0.08
Share price as at September 30 (TSX - Canadian dollars)	3.92	1.25	3.92	1.25
Weighted average outstanding shares (basic) (millions)	790.7	684.5	739.1	683.0
Weighted average outstanding shares (diluted) (millions)	796.1	684.5	744.5	683.0

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SUSTAINABILITY AND ESG

The Company is committed to responsible mining through implementation of sound environmental, social and governance ("ESG") practices. The Company continues to work on its three sustainability anchors: Environment, Indigenous Rights and Community Engagement. The Company is also continuing to implement and report on the Mining Association of Canada’s Towards Sustainable Mining ("TSM") framework at all of its operating mines. New Gold continues to prioritize the health, safety and well-being of its people through the “Courage to Care” initiative.

Health and Safety

Total recordable injury frequency rate11 ("TRIFR") was 0.53 for the three months ended September 30, 2024. For the nine months ended September 30, 2024 TRIFR was 0.67. In the third quarter of 2024, New Afton surpassed a milestone of 2 million hours Lost Time Injury free ("LTI").

In Q3 2024, an employee operating a piece of equipment in the open pit was fatally injured at the Rainy River Mine. The thoughts of management are with the family, friends and colleagues who have been impacted by this tragic incident.

Environment

Water Management

New Afton successfully commissioned and started twelve evaporators ahead of schedule in April 2024 and have continued to maximize operations to support the pond removal initiative and C-Zone stabilization initiative. Through the use of these evaporators and on-site freshwater reduction initiatives, the New Afton tailings storage facility pond level reduction efforts are on track to achieve 2024 targets. Rainy River's water discharge infrastructure is ready for the upcoming fall season.

Tailings Management

The Rainy River Tailings Management Area ("TMA") annual raise has progressed well in the quarter and is being completed using internal expertise, helping drive efficient capital management. At New Afton, the C-Zone stabilization program remains on track.

Social

Indigenous & Community Relations

The Company recognizes the importance of engaging meaningfully with local and Indigenous communities and recognizes that these communities provide the social license to operate at both New Afton and Rainy River. Community and Indigenous Relations teams engage regularly with interested partners and stakeholders to continue building and fostering relationships centered on trust and acceptance. These teams work with local communities to identify economic development opportunities in the form of employment and contracting opportunities, as well as other areas of support. New Afton, Rainy River, and the Corporate office continue to provide community and social development support through the Community Investment Program. This program focuses on providing financial and in-kind support for initiatives and projects that have sustainable and long-lasting impacts in the communities where New Gold operates.

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CORPORATE DEVELOPMENTS

New Afton's C-Zone Hits Commercial Production

Subsequent to the quarter, C-Zone, New Afton’s fourth block cave, achieved commercial production ahead of schedule with the materials handling system coming online in October and the cave footprint reaching the targeted hydraulic radius for self-cave propagation. Installation of the gyratory crusher and conveyor system was completed ahead of schedule and C-Zone is now set up for high capacity, low-cost, low-emission ore transportation for the life-of-mine. Additionally, construction of the C-Zone cave footprint has reached the targeted 18 draw bells for hydraulic radius. These two milestones are expected to have an immediate positive impact on unit operating costs and ultimately facilitate a ramp-up to previously achieved processing rates of more than 14,500 tonnes per day by 2026.

Rainy River Mined First Development Ore from Underground Main

At Rainy River, first development ore was mined from Underground Main in late September, ahead of schedule. Underground Main (“UG Main”) contains the majority of underground mineral reserves at Rainy River and is expected to be an important source of higher-grade production in the coming years to supplement mill feed from the open pit and the Intrepid underground zone. Mining of first ore follows the completion of the main fresh air raise and in-pit portal in the third quarter. With these important milestones completed, the UG Main project is on track to commence stoping in the first half of 2025 and ramp up to an underground production rate of approximately 5,500 tonnes per day by 2027.

For further detail, please refer to the press release dated October 29, 2024 "New Gold announces commercial production at New Afton's C-Zone and first ore from Rainy River Underground Main Ahead of Schedule".

Continued Growth At New Afton's K-Zone And HW Zone

Following successful exploration results at New Afton's K-Zone earlier this year, exploration drilling in the eastern part of New Afton continues to intersect high-grade copper-gold porphyry mineralization. The results of the exploration program highlight the exploration upside around New Afton which is creating promising opportunities for a new high-grade mining area.

For further detail, please refer to the press release dated September 16, 2024 "New Gold Announces Continued Growth At New Afton's K-Zone And HW Zone".

New Gold Expands Open Pit and Underground Mineralization at Rainy River

Diamond drilling conducted from surface and from underground confirmed the extension of gold mineralization along strike at Rainy River's Intrepid and down-plunge at the ODM East and 17-East zones of UG Main. In addition, diamond drilling from the connection ramp between Intrepid and UG Main led to the intersection of sulphide-bearing gold mineralization above current underground mining cut-off grade and minimum mining width at the Gap Area target.

Completion of the reverse circulation drilling program confirmed the continuity of near-surface gold mineralization at NW-Trend and 280 Zone, including high-grade gold mineralization intersections at NW-Trend, providing potential opportunities for additional open pit mining.

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For further detail, please refer to the press release dated September 11, 2024 "New Gold Expands Open Pit and Underground Mineralization at Rainy River, Demonstrates Strong Support For Mineral Resources Growth".

Board of Directors Appointments

The Company has strengthened the Board of Directors with seasoned appointments. Richard O'Brien has been appointed as Chair of the Board and Christian Milau, Ross Bhappu and Sophie Bergeron as board members. Through their respective backgrounds in strategy and capital markets, technical and financial expertise, operational discipline, and focus on safety, the new Board appointments provides the Company with enhanced professional experience to advance the Company's long-term strategy.

Credit Facility Repayment

During the third quarter of 2024, the Company repaid $50.0 million under the Credit Facility, reducing the outstanding amount to $50.0 million as at September 30, 2024. Subsequent to the quarter, the Company repaid another $20.0 million under the Credit Facility reducing the outstanding amount to $30.0 million.

OUTLOOK 2024

The Company expects the fourth quarter of 2024 to be its strongest quarter of the year, concluding a successful year that has seen New Gold reach its free cash flow inflection point and deliver on key project milestones in pursuit of our objective to target a sustainable production platform of approximately 600,000 gold equivalent ounces per year until at least 2030.

Consolidated gold production is expected to be slightly below the original guidance range with copper production, cash costs, all-in sustaining costs and capital spending all trending in-line with or better than the 2024 consolidated operational outlook.

At New Afton, the B3 cave continues to perform as planned, and C-Zone ore production is ramping up concurrently with construction of the cave footprint. Commercial production from C-Zone and crusher commissioning occurred early in the fourth quarter, two months ahead of schedule.

Rainy River achieved the highest production quarter year-to-date in Q3 however, operations were impacted by a voluntary suspension following a fatality in July, after which open pit production gradually returned to full capacity.

New Afton full-year gold production is expected to be at the top end of the guidance range and Rainy River gold production is expected to be lower than planned, mainly due to less high-grade tonnes on two open pit benches, and our decision to voluntarily suspend operations in July and gradually return to full production.

Considering the performance to date, and after reviewing the open pit ore blocks planned at Rainy River in the fourth quarter, together with the excellent performance at New Afton, we are confident in our updated consolidated production forecast to the end of this year and our previously provided 2025 and 2026 outlook.

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Gold production is expected to be in the range of 300,000 to 310,000 ounces (previously 310,000 to 350,000 ounces). New Afton gold production is expected to be at the top end of the guidance range of 60,000 to 70,000 ounces. Rainy River gold production is expected to be in the range of 230,000 to 240,000 ounces (previously 250,000 to 280,000 ounces).

Copper production is expected to be at the mid-point of the guidance range of 50 to 60 million pounds.

Cash costs1 are trending in-line with the mid-point of the guidance range of $725 to $825 per gold ounce sold, on a by-product basis, despite the slightly lower gold production outlook and lower capitalized waste stripping, as a result of lower mining and processing costs, achieved through operational discipline at both operations, and higher by-product revenues from higher copper prices. Overall, the unit mining cost per tonne is lower than plan due to operational efficiency improvements and cost reduction initiatives.

All-in sustaining costs1 are expected to be at the low end of the guidance range of $1,240 to $1,340 per gold ounce sold, on a by-product basis, as a result of strong cash costs and lower sustaining capital spend. Rainy River’s all-in sustaining costs are expected to be at the top end of its guidance range, as lower mining and processing costs offset the lower expected production. All-in sustaining costs at New Afton are expected to be below the low end of its guidance range.

Operating expenses per gold ounce (co-product) are now tracking to the high end or slightly above the top end of the guidance range of $965 to $1,065 per gold ounce sold as a result of lower capitalized waste stripping and slightly lower gold production, which offset the impact of lower mining and processing costs. Operating expenses per copper pound (co-product) are trending in-line with the mid-point of the guidance range of $1.90 to $2.40 per copper pound sold.

Sustaining capital1 is tracking approximately $20 million below the low end of the guidance range of $115 million to $130 million, due to efficient capital management, savings related to execution of the Rainy River tailings dam raise, lower capitalized waste stripping and timing of capital spend at New Afton.

Growth capital1 is tracking to the low end of the guidance range of $175 million to $200 million, due to efficient capital management and early commissioning of the materials handling system at New Afton.

Details of the Company’s 2024 guidance are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.newgold.com/news-events/news.

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KEY PERFORMANCE DRIVERS

There is a range of key performance drivers that are critical to the successful implementation of New Gold’s strategy and the achievement of its goals. The key internal drivers are production volumes and costs. The key external drivers are the market prices of gold and copper as well as foreign exchange rates.

Production Volumes and Costs

For an analysis of the impact of production volumes and costs for the three and nine months ended September 30, 2024 relative to the prior-year period, refer to the “Review of Operating Mines” section of this MD&A.

Commodity Prices

Gold Prices

The price of gold is the single largest factor affecting New Gold’s profitability and operating cash flows. As such, the current and future financial performance of the Company is expected to be closely related to the prevailing price of gold.

For the three months ended September 30, 2024, New Gold's gold revenue per ounce9 and average realized gold price per ounce1 were $2,485 and $2,507, respectively (September 30, 2023 - $1,900 and $1,924 respectively). This compared to the London Bullion Market Association ("LBMA") p.m. average gold price of $2,474 per ounce (September 30, 2023 - $1,928).

For the nine months ended September 30, 2024, New Gold's gold revenue per ounce9 and average realized gold price per ounce1 were $2,297 and $2,324, respectively (September 30, 2023 - $1,902 and $1,926 respectively). This compared to the LBMA p.m. average gold price of $2,296 per ounce (September 30, 2023 - $1,930).

Copper Prices

For the three months ended September 30, 2024, New Gold’s copper revenue per pound9 and average realized copper price per pound1 were $3.98 and $4.18, respectively (September 30, 2023 - $3.57 and $3.78 respectively). This compared to the average London Metals Exchange ("LME") copper price of $4.18 per pound (September 30, 2023 - $3.79).

For the nine months ended September 30, 2024, New Gold’s copper revenue per pound9 and average realized copper price per pound1 were $3.97 and $4.19, respectively (September 30, 2023 - $3.65 and $3.89 respectively). This compared to the average LME copper price of $4.14 per pound (September 30, 2023 - $3.89).

Foreign Exchange Rates

While the Company’s key operations are in Canada, revenue is generated in U.S. dollars. As a result, the Company has foreign currency exposure with respect to costs not denominated in U.S. dollars. New Gold’s operating results and cash flows are influenced by changes in exchange rates against the U.S. dollar. The Company has exposure to the Canadian dollar through New Afton and Rainy River, as well as

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through corporate administration costs. This risk is partially mitigated by the foreign exchange forward contracts the Company entered into throughout 2024.

The spot Canadian dollar strengthened against the U.S. dollar during the three months ended September 30, 2024 when compared to the prior-year period. The spot Canadian dollar weakened against the U.S. dollar during the nine months ended September 30, 2024 when compared to the prior-year period. The strengthening of the Canadian dollar impacts costs in U.S. dollar terms at the Company’s Canadian operations, as a significant portion of operating and capital costs are denominated in Canadian dollars.

During 2024, the Company entered into foreign exchange forward contracts in order to hedge the Company's spending in Canadian dollars. The Company hedged an average of C$42.0 million dollars per month at an average Canadian dollar to US dollar foreign exchange rate of 1.36 during the first half of 2024, and C$45.0 million dollars per month for the second half of 2024 at an average Canadian dollar to US dollar foreign exchange rate of 1.36.

For an analysis of the impact of foreign exchange fluctuations on operating costs, refer to the relevant sections of this MD&A for Rainy River and New Afton under the heading “Review of Operating Mines”.

Economic Outlook

The LBMA p.m. gold price increased by 13% during the third quarter of 2024, finishing the quarter at $2,630 per gold ounce. Gold prices increased to new record high prices over the third quarter on continued elevated geopolitical risks and as the Federal Reserve reduced policy interest rates for the first time since 2020. Looking forward, continued geopolitical risk, and expectations for looser monetary policy, may provide further support for gold prices.

Prospects for gold are impacted by several structural factors. Mine supply has been plateauing as high-quality deposits become more difficult to find and more expensive to develop and mine. Economic events can have significant effects on the price of gold, through currency rate fluctuations, the relative strength of the U.S. dollar, gold supply and demand, and other macroeconomic factors, such as interest rates and inflation expectations. Management anticipates that the long-term economic environment should provide support for gold and precious metals, and believes the prospects for the business are favourable.

The LME cash copper price increased by 3% during the third quarter of 2024, finishing the quarter at $4.43 per pound. Prices initially fell over the third quarter on continued concerns over China’s economic outlook. However, prices rebounded after the Federal Reserve reduced policy interest rates and as Chinese authorities announced an economic stimulus package to renew economic growth. Over the longer-term, continued growth in the global economy could increase demand for copper and provide support for copper prices.

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FINANCIAL RESULTS

Summary of Financial Results


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
FINANCIAL RESULTS
Revenues	252.0	201.3	662.3	587.3
Operating expenses	107.6	107.5	323.9	329.6
Depreciation and depletion	58.3	58.8	190.8	168.2
Revenue less cost of goods sold	86.1	35.0	147.6	89.5
Corporate administration	5.5	5.8	16.7	17.9

Share-based payment expenses	8.9	0.6	13.2	2.5

Exploration and business development	5.7	2.2	12.6	7.7

Income from operations	66.0	26.4	105.1	61.4
Finance income	1.7	1.9	5.6	5.6
Finance costs	(2.5)	(3.1)	(7.5)	(10.8)
Other gains and losses
(Loss) gain on foreign exchange	(2.3)	3.2	2.5	0.3
(Loss) gain on disposal of assets	(0.1)	—	(1.3)	(0.3)
(Loss) gain on revaluation of investments	(0.1)	(2.1)	0.8	(4.9)


Unrealized loss on revaluation of non-current derivative financial liabilities	(25.4)	(16.9)	(124.4)	(77.3)
Gain on extinguishment of New Afton free cash flow interest obligation	—	—	42.3	—
Gain (loss) on foreign exchange derivative	1.4	(3.3)	(2.5)	(0.8)
(Loss) gain on fuel hedge swap contracts	(0.5)	(0.2)	0.5	(0.5)
Revaluation of Cerro San Pedro's reclamation and closure cost obligation	—	(0.5)	—	(0.6)


Other	(2.1)	(0.5)	(2.5)	(0.5)
Income (loss) before taxes	36.1	4.9	18.6	(28.4)
Income tax (expense) recovery	1.8	(7.6)	28.9	(8.7)


Net earnings (loss)	37.9	(2.7)	47.5	(37.1)
Adjusted net earnings(1)	64.3	23.1	94.3	53.1

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During the third quarter, the Company achieved multiple financial milestones through operational discipline and cost control, highlighted by record quarterly free cash flow generation of $57.0 million.

Revenue

For the three months ended September 30, 2024, the Company delivered record quarterly revenues of $252.0. Revenue increased over the prior-year period primarily due to higher metal prices and gold sales volume, partially offset by lower copper sales volumes.

For the nine months ended September 30, 2024, the increase in revenue relative to the prior-year period was primarily due to higher metal prices, partially offset by lower gold sales volumes. A detailed discussion of production is included in the “Review of Operating Mines” section of this MD&A.

Operating expenses

For the three and nine months ended September 30, 2024, operating expenses were in line with the prior year periods.

Depreciation and depletion

For the three months ended September 30, 2024, depreciation and depletion was in-line compared to the prior-year period as the higher depreciable cost basis at Rainy River was offset by the lower depreciable cost basis at New Afton due to the disposition of mineral interest properties as a result of the accounting for the Amending Agreement with Ontario Teachers' Pension Plan ("Ontario Teachers"). For the nine months ended September 30, 2024, depreciation and depletion increased due to a higher depreciable cost basis at Rainy River, partially offset by an inventory write-up at Rainy River.

Revenue less cost of goods sold

For the three and nine months ended September 30, 2024, revenue less costs of goods sold increased when compared to the prior-year periods due to an increase in metal prices. In the nine months ended September 30, 2024 the increase in revenue less cost of goods sold was partially offset by an increase in depreciation.

Corporate administration

For the three and nine months ended September 30, 2024, corporate administration was in-line with the prior-year period.

Share-based payment expenses

For the three and nine months ended September 30, 2024, share-based payment expenses increased when compared with the prior-year periods due to an increase in share price.

Exploration and business development

For the three and nine months ended September 30, 2024, exploration and business development expenses increased when compared to the prior-year period due to increased exploration activity at New Afton and Rainy River.

Finance income

For the three and nine months ended September 30, 2024 finance income was in line with the prior year periods.

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Finance costs

For the three and nine months ended September 30, 2024, finance costs decreased when compared to the prior-year periods, as capitalized interest on qualifying capital expenditures at New Afton increased.

Other gains and losses

Foreign exchange

Movements in foreign exchange are primarily due to the revaluation of monetary assets and liabilities as at the balance sheet date and the appreciation or depreciation of the Canadian dollar when compared to the U.S. dollar in the current period.

Rainy River gold stream obligation

For the three and nine months ended September 30, 2024, the Company recorded an unrealized net loss on the revaluation of the gold stream obligation derivative instrument of $25.4 million and $45.4 million, respectively. The loss was primarily driven by higher metal prices.

New Afton free cash flow interest obligation

In May 2024, the New Afton free cash flow interest obligation was derecognized as a fair value through profit and loss ("FVTPL") liability as the Company entered into an amending agreement ("Amending Agreement") with an affiliate of Ontario Teachers to reduce their cash flow interest from 46% to 19.9%.

In the first half of 2024, the Company recorded an unrealized loss on the revaluation of the New Afton free cash flow interest obligation of $79.0 million, respectively, prior to the derecognition of the fair value through profit and loss ("FVTPL") liability in May 2024. The loss was primarily driven by higher metal prices. The Company recognized a gain of $42.3 million on the extinguishment of the New Afton Free Cash Flow Interest Obligation. Refer to Note 9 of the Company’s unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024.

The Other Gains and Losses listed above are added back for the purposes of calculating adjusted net earnings (loss)1. Adjusted net earnings1 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details about adjusted net earnings.

Income tax

The income tax recovery and prior-year income tax expense relates primarily to current and deferred mineral taxes. Income tax recovery for the nine months ended September 30, 2024 was due to the derecognition of a deferred tax liability of $35.1 million associated with the partial disposal of the New Afton mining interest asset arising from the Amending Agreement on the New Afton Free Cash Flow Interest Obligation, partially offset higher British Columbia mining tax.

On an adjusted net earnings1 basis, the adjusted tax expense1 for the three and the nine months ended September 30, 2024, was $0.9 million and $8.9 million, respectively, compared to an adjusted tax expense for the three and nine months ended September 30, 2023 of $2.1 million and $3.1 million, respectively. The adjusted tax expense1 excludes the tax impact of other gains and losses on the unaudited condensed interim consolidated income statement. Adjusted tax expense1 is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore

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may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details about adjusted tax expense.

Net earnings (loss)

For the three and nine months ended September 30, 2024, there was an increase in net earnings compared to the prior-year periods due to an increase in revenues resulting from higher metal prices. In the nine months ended September 30, 2024 the increase in net earnings was also attributable to a net gain on the derecognition of the New Afton free cash flow obligation.

Adjusted net earnings (loss)1

Net earnings (loss) have been adjusted for Other Gains and Losses on the unaudited condensed interim consolidated income statement. Key elements in Other Gains and Losses are the fair value changes for the gold stream obligation, fair value changes and gain on the disposal of the free cash flow interest obligation, foreign exchange gains/loss and fair value changes in investments. The adjusted entries are also impacted by tax expenses to the extent that the underlying entries are impacted for tax in the unadjusted net earnings. Adjusted net earnings is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Please refer to the "Non-GAAP Financial Performance Measures" section of this MD&A for more details.

For the three and nine months ended September 30, 2024, there was an increase in adjusted net earnings1 compared to the prior-year periods due to higher revenues resulting from higher metal prices, partially off-set by higher depreciation in the nine months ended September 30, 2024.

For further information on the Company’s liquidity and cash flow position, please refer to “Liquidity and Cash Flow” under the "Financial Condition Review" section of this MD&A.

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Key Quarterly Operating and Financial Information

Selected financial and operating information for the current and previous quarters is as follows:



(in millions of U.S. dollars, except where noted)	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023	Q4 2022
OPERATING INFORMATION
Gold production from operations (ounces)(3)	78,369	68,598	70,898	79,187	82,986	76,527	82,477	80,694
Gold sales from operations (ounces)(3)	81,791	67,697	70,077	77,870	79,821	74,219	87,206	78,507
Revenue	252.0	218.2	192.1	199.2	201.3	184.4	201.6	162.8
Net income (loss)	37.9	9.6	(43.5)	(27.4)	(2.7)	(2.6)	(31.8)	(16.9)
Per share:
Basic ($)	0.05	0.07	(0.06)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)
Diluted ($)	0.05	0.07	(0.06)	(0.04)	(0.00)	(0.00)	(0.05)	(0.02)

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REVIEW OF OPERATING MINES

Rainy River Mine, Ontario, Canada

Rainy River is a gold mine located in Northwestern Ontario, Canada approximately 50 kilometres northwest of Fort Frances, a town of approximately 8,000 people.

A summary of Rainy River’s operating results is provided below.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
OPERATING INFORMATION
Open Pit
Ore mined (thousands of tonnes)	2,242	3,328	5,351	9,710
Operating waste mined (thousands of tonnes)	4,791	4,084	14,604	15,144
Capitalized waste mined (thousands of tonnes)	475	3,764	6,720	8,941
Waste mined (thousands of tonnes)	5,267	7,848	21,324	24,085
Ratio of waste-to-ore	2.35	2.35	3.99	2.47
Underground
Ore Mined (thousands of tonnes)	77	74	207	233
Lateral Development (meters)	1,018	649	3,275	2,371
Ore processed (thousands of tonnes)	2,257	2,328	6,906	6,460
Average gold grade (grams/tonne)	0.95	0.97	0.84	1.01
Gold recovery rate (%)	93	90	92	91



Gold (ounces):
Produced(2)	61,892	64,970	164,908	191,053
Sold(2)	67,228	62,426	169,837	193,846
Gold Revenue ($/ounce)	2,501	1,921	2,323	1,920
Average gold realized price ($/ounce)(1)	2,501	1,921	2,323	1,920
Open pit net mining cost per operating tonne mined(1)	4.76	3.40	4.24	3.39
Processing cost per tonne processed(1)	10.80	11.01	9.99	11.91
G&A cost per tonne processed(1)	4.35	4.11	4.30	4.22
Operating expenses ($/oz gold)(9)	1,089	1,056	1,195	1,074
Depreciation and depletion ($/oz gold)(9)	681	641	809	613
Cash costs per gold ounce sold (by-product basis)(1)	1,028	1,015	1,130	1,032
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,327	1,535	1,582	1,532
FINANCIAL INFORMATION
Revenue	172.2	122.5	405.6	380.3

Revenue less cost of goods sold	53.3	16.5	65.4	53.4
Capital expenditures (sustaining capital)(1)(6)	17.9	28.7	69.5	82.6
Capital expenditures (growth capital)(1)(7)	14.0	3.3	31.8	13.5
Total mining interest capital expenditures	31.9	32.0	101.3	96.1
Cash generated from operations	84.0	54.7	178.4	156.0
Free cash flow(1)	43.8	14.8	53.3	31.4

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Operating results

Production

Gold production2 for the three and nine months ended September 30, 2024 was 61,892 ounces and 164,908 ounces, respectively, a decrease over the prior year periods was primarily due to increased mill feed from low-grade stockpile.

Revenue

Revenue increased in the three and nine months ended September 30, 2024 when compared to the prior periods due to higher average realized gold prices.

Revenue less cost of goods sold

For the three and nine months ended September 30, 2024, revenue less cost of goods sold increased when compared to the prior-year periods, primarily driven by higher revenues.

Operating expenses, depreciation and depletion, all-in sustaining costs, capital expenditures and free cash flow

Operating expenses per gold ounce sold for the three months ended September 30, 2024 was in-line with the prior-year period. Operating expenses per gold ounce sold for the nine months ended September 30, 2024 increased over the prior-year period primarily due to lower sales volumes.

Open pit net mining costs per operating tonne mined1 for the three and nine months ended September 30, 2024, increased over the prior-year periods due to lower tonnes mined.

Processing costs per tonne processed1 for three-months ended September 30, 2024 is in line with the prior-year periods. For the nine months ended September 30, 2024, processing costs are lower due to higher tonnes milled.

Depreciation and depletion per gold ounce sold9 for the three and nine months ended September 30, 2024 increased compared to the prior-year periods due to a higher asset base.

All-in sustaining costs1 per gold ounce sold (by-product basis) for the three months ended September 30, 2024 decreased over the prior-year period due to higher sales volumes and lower sustaining capital spend. All-in sustaining costs per gold ounce sold (by-product basis) for the nine months ended September 30, 2024, increased over the prior-year period due to lower sales volumes, partially offset by lower sustaining capital spend.

Total capital for the three months ended September 30, 2024 is in line with the prior-year period, and higher for the nine months ended September 30, 2024. The increase over the prior-year period is due to higher growth capital1 spend, partially offset by lower sustaining capital1 spend. Sustaining capital1 is primarily related to capitalized waste, capital components, and tailings management. Growth capital1 is related to underground development as the Underground Main and Intrepid zones continue to advance.

Cash generated from operations for the three and nine months ended September 30, 2024 increased when compared to the prior-year periods due to an increase in revenues.

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Free cash flow1 for the three and nine months ended September 30 2024 was $43.8 million and $53.3 million (net of stream payments) respectively, an increase compared to the prior-year periods primarily due to an increase in revenue from higher gold prices, partially offset by higher growth capital spend.

Impact of foreign exchange on operations

Rainy River’s operations are impacted by fluctuations in the valuation of the U.S. dollar against the Canadian dollar. For the three months ended September 30, 2024, the value of the U.S. dollar averaged $1.35 against the Canadian dollar, remaining relatively consistent when compared to the prior-year period.

Project Update

At Rainy River, first development ore was mined from Underground Main in late September, ahead of schedule. Underground Main contains the majority of underground mineral reserves at Rainy River and will be an important source of higher-grade production in the coming years to supplement mill feed from the open pit and the Intrepid underground zone. Mining of first ore follows the completion of the main fresh air raise and in-pit portal in the third quarter. With these important milestones completed, the Underground Main project is on track to commence stoping in the first half of 2025 and ramp up to an underground production rate of approximately 5,500 tonnes per day by 2027.

Exploration Activities

At Rainy River, exploration drilling continues to advance on underground targets. During the third quarter, the Company provided an update on the ongoing Rainy River exploration program (see September 11, 2024 news release), highlighting successful expansion of gold mineralized zones. These results are expected to have a positive impact on Rainy River’s Mineral Resource estimate at year-end 2024 and form the basis of additional exploration opportunities in the coming years. Exploration drilling in the fourth quarter will continue testing the down-dip continuity of existing underground zones while exploring for potential new mining zones.

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New Afton Mine, British Columbia, Canada

The New Afton Mine is located in South-Central British Columbia near Kamloops, a city of approximately 90,000 people. A summary of New Afton's operating results is provided below.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
OPERATING INFORMATION
Ore mined (thousands of tonnes)	881	758	2,779	2,225

Capitalized waste mined (thousands of tonnes)	3	143	13	427
Waste mined (thousands of tonnes)	3	143	13	427
Ore processed (thousands of tonnes)	1,040	806	2,973	2,303
Average grade:
Gold (grams/tonne)	0.57	0.72	0.62	0.69
Copper (%)	0.62	0.80	0.67	0.77
Recovery rate (%):
Gold	86	90	88	89
Copper	88	91	90	91



Gold (ounces):
Produced - New Afton Mine(2)	16,283	17,255	52,241	46,694
Produced - Ore Purchase Agreements(2)(10)	195	761	716	4,243
Produced - Total(2)	16,477	18,016	52,957	50,937
Sold(2)	14,564	17,395	49,728	47,401
Copper (millions of pounds):
Produced(2)	12.6	13.2	39.5	35.5
Sold(2)	11.0	13.0	36.4	32.5
Revenue
Gold ($/ounce)	2,413	1,823	2,208	1,827
Copper ($/pound)	3.98	3.57	3.97	3.65
Average realized price(1):
Gold ($/ounce)	2,536	1,932	2,330	1,948
Copper ($/pound)	4.18	3.78	4.19	3.89
Underground net mining cost per operating tonne mined(1)	15.64	19.30	18.29	22.44
Processing cost per tonne processed(1)	14.97	18.20	16.01	19.08
G&A cost per tonne processed(1)	5.94	6.14	5.69	6.38
Operating expenses ($/oz gold, co-product)(9)	709	718	730	769

Operating expenses ($/lb copper, co-product)(9)	2.18	2.24	2.33	2.61

Depreciation and depletion ($/oz gold)(9)	864	1,077	1,078	1,042
Cash costs per gold ounce sold (by-product basis)(1)	(583)	(206)	(401)	145
Cash costs per gold ounce sold (co-product)(9)	775	786	799	844
Cash costs per copper pound sold (co-product)(9)	2.39	2.46	2.55	2.87
All-in sustaining costs per gold ounce sold(by-product basis)(1)	(408)	223	(195)	502
All-in sustaining costs per gold ounce sold (co-product)(1)	828	915	861	951
All-in sustaining costs per copper pound sold (co-product)(1)	2.55	2.86	2.74	3.23


FINANCIAL INFORMATION:
Revenue	79.8	78.8	256.7	207.0

Revenue less cost of goods sold	32.8	18.5	82.2	36.1
Capital expenditures (sustaining capital)(1)(6)	1.9	6.7	7.7	14.8
Capital expenditures (growth capital)(1)(7)	28.7	31.7	86.8	94.3
Total mining interest capital expenditures	30.6	38.4	94.5	109.1
Cash generated from operations	49.9	43.5	125.6	76.0
Free cash flow(1)	19.3	5.1	30.8	(33.2)

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Operating results

Production

Production2 for gold and copper was 16,477 ounces and 12.6 million pounds respectively for the three months ended September 30, 2024, which decreased over the prior year period due to lower grade and recovery.

Production2 for gold and copper was 52,957 ounces 39.5 million pounds respectively for the nine months ended September 30, 2024, an increase over the prior-year period due to higher tonnes processed, partially offset by lower grade and recovery.

Revenue

For the three and nine months ended September 30, 2024, revenue increased when compared to the prior-year periods due to higher average realized gold and copper prices.

Revenue less cost of goods sold

For the three and nine months ended September 30, 2024, revenue less cost of goods sold increased when compared to the prior-year periods, primarily due to higher revenues.

Operating expenses, depreciation and depletion, cash costs, all-in sustaining costs, capital expenditures and free cash flow.

Operating expenses per gold ounce sold and per copper pound sold for the three-months ended September 30, 2024 decreased over the prior-year period due to lower underground mining cost in the third quarter. Operating expenses per gold ounce sold and per copper pound sold for the nine months ended September 30, 2024, decreased over the prior-year period due to lower underground mining cost and higher gold and copper sales volumes.

Underground net mining costs per operating tonne mined1 for the three and nine months ended September 30, 2024, decreased over the prior-year periods due to an increase in tonnes mined. Underground net mining costs per operating tonne mined continues to trend downward from the first half of 2024 into the third quarter, and will continue to decrease as C-Zone tonnes ramp up.

Processing costs per tonne processed1 for the three and nine months ended September 30, 2024, decreased over the prior-year periods due to higher tonnes processed.

Depreciation and depletion per gold ounce sold9 for the three months ended September 30, 2024 decreased over the prior-year period due to a lower depreciable asset base resulting from the disposition of mineral interest properties as a result of the Amending Agreement with Ontario Teachers. Depreciation and depletion per gold ounce sold for the nine months ended September 30, 2024 was an increase over the prior-year periods due to a higher depreciable asset base.

All-in sustaining costs1 per gold ounce sold (by-product basis) for the third quarter and nine months ended September 30, 2024 decreased over the prior-year periods due to the benefit of higher by-product revenues, lower operating expenses, and lower sustaining capital spend.

Total capital expenditures for the three and nine months ended September 30, 2024 decreased over the prior-year periods, primarily due to lower sustaining and growth capital1 spend. Sustaining capital1

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primarily related to tailings management and stabilization activities. Growth capital primarily related to the C-Zone underground mine development and cave construction.

Cash generated from operations for the three and nine months ended September 30, 2024 increased when compared to the prior-year periods primarily due to an increase in revenues.

Free cash flow1 for the three and nine months ended September 30, 2024 was $19.3 million and $30.8 million respectively, a significant improvement over the prior-year periods primarily due to higher revenue and lower overall capital spend.

Impact of foreign exchange on operations

New Afton’s operations are impacted by fluctuations in the valuation of the U.S. dollar against the Canadian dollar. For the three months ended September 30, 2024, the value of the U.S. dollar averaged $1.35 against the Canadian dollar, remaining relatively consistent when compared to the prior-year period.

Project Update

Subsequent to September 30, 2024, C-Zone, New Afton’s fourth block cave, has achieved commercial production ahead of schedule with the materials handling system coming online in October and the cave footprint reaching the targeted hydraulic radius for self-cave propagation. Installation of the gyratory crusher and conveyor system was completed ahead of schedule and C-Zone is now set up for high capacity, low-cost, low-emission ore transportation for the life-of-mine. Additionally, construction of the C-Zone cave footprint has reached the targeted 18 draw bells for hydraulic radius. These two milestones are expected to have an immediate positive impact on unit operating costs and ultimately facilitate a ramp-up to previously achieved processing rates of more than 14,500 tonnes per day by 2026.

Exploration Activities

Exploration efforts at New Afton the Company continues to prioritize exploration drilling from the underground drift previously completed in the second quarter. During the third quarter, the Company provided an additional update on the ongoing exploration program at New Afton (see September 16, 2024 news release), highlighting positive exploration results in the eastern part of the mine where high-grade copper-gold porphyry mineralization was intersected. Exploration efforts during the fourth quarter will remain focused on potential near-mine copper-gold zones located above the C-Zone extraction level.

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FINANCIAL CONDITION REVIEW

Balance Sheet Review


	As at September 30	As at December 31
(in millions of U.S. dollars)	2024	2023
BALANCE SHEET INFORMATION
Cash and cash equivalents	132.6	185.5
Other current assets	146.9	166.3
Non-current assets	1,703.5	1,934.2
Total assets	1,983.0	2,286.0

Current liabilities	196.9	229.0
Non-current liabilities excluding long-term debt	342.2	871.8
Long-term debt	446.7	396.0
Total liabilities	985.8	1,496.8
Total equity	997.2	789.2
Total liabilities and equity	1,983.0	2,286.0

Assets

Cash and cash equivalents

Cash and cash equivalents decreased compared to December 31, 2023. During the three months ending September 30, 2024 the Company repaid $50.0 million of its revolving Credit Facility and made a final payment of $42.6 million to Ontario Teachers as part of the minimum cash guarantee terms.

During the second quarter of 2024, the Company completed a common share issuance for net proceeds of $164.6 million, drew down on its revolving Credit Facility by $100.0 million, and completed a partial buy-back of its New Afton's free cash flow interest for $257.5 million (inclusive of $2.5 million in transaction costs).

Other current assets

Other current assets primarily consist of trade and other receivables, inventories, investments, prepaid expenses, and derivative assets. Other current assets decreased relative to December 31, 2023 with a decrease in inventories and prepaid assets.

Non-current assets

Non-current assets primarily consist of mining interests, which include the Company’s mining properties, development projects and property, plant and equipment, as well as non-current inventories. The decrease relative to December 31, 2023 is primarily attributable to a $272.2 million deemed partial disposition of mineral property interests related to accounting for the Amending Agreement with Ontario Teachers for the New Afton free cash flow interest. This decrease was partially offset by a low-grade stockpile net realizable value inventory adjustment at Rainy River, and the Company's investments in New Afton's C-Zone.

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Current liabilities

Current liabilities consist primarily of trade and other payables. Current liabilities decreased due to a decrease in trade payables.

Non-current liabilities excluding long-term debt

Non-current liabilities excluding long-term debt consists primarily of reclamation and closure cost obligations, non-current derivative obligations, and deferred tax liabilities.

The Company's non-current derivative obligations include the Rainy River gold stream obligation. The Rainy River gold stream obligation has increased from the prior-year period primarily driven by higher metal prices and partially offset by settlements and an changes in discount rates.

In 2020, New Gold entered into an agreement with Ontario Teachers. Ontario Teachers' acquired a 46% free cash flow interest in the New Afton Mine for upfront cash proceeds of $300.0 million, (the "Original Agreement"). The Original Agreement was designated as FVTPL under the scope of IFRS 9. In May 2024, the New Afton free cash flow interest obligation was derecognized as a FVTPL as the Company entered into an Amending Agreement with Ontario Teachers to reduce their free cash flow interest to 19.9%.

The Company’s asset retirement obligations consist of reclamation and closure costs for Rainy River and New Afton. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing monitoring, and other costs. The long-term discounted portion of the liability increased during the three months ended September 30, 2024 due to a decrease in discount rates applied to the liabilities.

Long-term debt and other financial liabilities containing financial covenants

Long-term debt includes the 2027 Unsecured Notes and the Company's revolving Credit Facility (each as defined below).

Senior Unsecured Notes - due July 15, 2027

Credit Facility

The Company holds a revolving credit facility (the "Credit Facility") with a maturity date of December 2026 and a borrowing limit of $400.0 million. During the second quarter of 2024, the Company drew $100.0 million under the Credit Facility to partially fund the payment under Amending Agreement with Ontario Teachers. During the third quarter of 2024, the Company repaid $50.0 million under the Credit Facility, reducing the outstanding amount to $50.0 million as at September 30, 2024.

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•The minimum interest coverage ratio, being earnings before interest, taxes, depreciation, amortization, exploration, impairment, and other non-cash adjustments (“Adjusted EBITDA”) to interest;

•The maximum net debt to Adjusted EBITDA ratio (“Leverage Ratio”); and

•The maximum gross secured debt to Adjusted EBITDA (“Secured Leverage Ratio”).

Significant financial covenants are as follows:


		Twelve months ended September 30	Twelve months ended December
Financial Covenant		2024	2023
FINANCIAL COVENANTS
Minimum interest coverage ratio (Adjusted EBITDA to interest)	>3.0:1.0	10.2 : 1	8.1 : 1
Maximum leverage ratio (net debt to Adjusted EBITDA)	<4.5:1.0	1.4 : 1	1.4 : 1
Maximum secured leverage ratio (gross secured debt to Adjusted EBITDA)	<2.0:1.0	0.2 : 1	0.1 : 1

Liquidity and Cash Flow

As at September 30, 2024, the Company had cash and cash equivalents of $132.6 million compared to $185.5 million as at December 31, 2023. The Company’s investment policy is to invest its surplus funds in permitted investments consisting of treasury bills, bonds, notes and other evidences of indebtedness of Canada, the U.S. or any of the Canadian provinces with a minimum credit rating of R-1 mid from DBRS or an equivalent rating from Standard & Poor’s or Moody’s and with maturities of 12 months or less at the original date of acquisition. In addition, the Company is permitted to invest in bankers’ acceptances and other evidences of indebtedness of certain financial institutions. All investments must have a maximum term to maturity of 12 months and the average term will generally range from 7 days to 90 days. As per the investment policy, the Company is not permitted to make investments in asset-backed commercial paper.

The Company's investments in marketable equity securities are exposed to various risk factors including currency risk, market price risk, and liquidity risk.

The Company’s liquidity is impacted by several factors which include, but are not limited to, gold and copper production, gold and copper market prices, capital expenditures, operating costs, interest rates and foreign exchange rates. These factors are monitored by the Company on a regular basis and will continue to be reviewed.

The Company’s cash flows from operating, investing and financing activities, as presented in the unaudited condensed interim consolidated statements of cash flows, are summarized in the following table for the three and nine months ended September 30, 2024 and September 30, 2023:

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CASH FLOW INFORMATION
Cash generated from operations	127.9	100.1	283.2	217.0
Cash used by investing activities	(60.8)	(68.7)	(190.0)	(175.2)
Cash used by financing activities	(119.0)	(25.4)	(145.6)	(62.2)
Effect of exchange rate changes on cash and cash equivalents	0.1	(1.0)	(0.5)	(1.0)
Change in cash and cash equivalents	(51.8)	5.0	(52.9)	(21.4)

Operating Activities

The cash generated from operations is highly dependent on metal prices, including gold and copper, as well as other factors, including the Canadian/U.S. dollar exchange rate. For the three and nine months ended September 30, 2024, the increase in cash generated from operations was primarily due to higher revenue.

Investing Activities

Cash used in investing activities is primarily for the continued capital investment in the Company’s operating mines and development projects.

The following table summarizes the capital expenditures (mining interests per the unaudited condensed interim consolidated statement of cash flows) for the three and nine months ended September 30, 2024:


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CAPITAL EXPENDITURES BY SITE
Rainy River	31.9	32.0	101.3	96.1
New Afton	30.6	38.5	94.5	109.0
Other(i)	—	0.1	—	0.2

Capital expenditures	62.5	70.6	195.8	205.3
i.Other includes corporate balances

Financing Activities

For the nine months ended September 30, 2024, cash used in financing activities was $145.6 million. In May 2024, the Company completed a common share issuance for net proceeds of $164.6 million, a draw-down on its revolving Credit Facility for proceeds of $100.0 million, and completed a partial buy-back of its New Afton cash flow interest for total consideration of $257.5 million (inclusive of transaction costs of $2.5 million).

In July 2024, the Company made a payment of $42.6 million to Ontario Teachers as part of their minimum cash guarantee under the terms of the Original Agreement.

During the third quarter of 2024, the Company repaid $50.0 million under the Credit Facility, reducing the outstanding amount to $50.0 million as at September 30, 2024.

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The Company’s cash and cash equivalents balance as at September 30, 2024 of $132.6 million, together with $326.2 million available for drawdown under the Credit Facility as at September 30, 2024, provided the Company with $458.6 million of liquidity.

The Company continues to advance the C-Zone development at New Afton resulting in significant capital expenditures. Assuming the stability of prevailing commodity prices and exchange rates, and operations performing in accordance with mine plans, the Company believes it has adequate liquidity to implement its operational plan and will be able to repay future indebtedness from internally generated cash flow. Additionally, the Company has a strong liquidity position, which management expects to be more than adequate to fund its business objectives.

Commitments

Contingencies

In assessing the loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can easily be estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of the loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the Company discloses the nature of the guarantees. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on its financial condition, cash flow and results of operations. As at September 30, 2024, there were no contingent losses recorded.

Related Party Transactions

The Company did not enter into any reportable related party transactions during the three and nine months ended September 30, 2024.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements during the three and nine months ended September 30, 2024.

Outstanding Shares

As at October 29, 2024, there were 790.9 million common shares of the Company issued and outstanding. The Company had 0.5 million stock options, 3.0 million deferred share units, and 6.1 million performance share units outstanding under its share option plan, exercisable for up to an additional 0.5 million common shares, 3.0 million common shares, and up to an additional 6.1 million common shares, respectively.

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NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain non-GAAP financial performance measures in this MD&A. These measures are not defined under IFRS and should not be considered in isolation. The Company has disclosed the following:

▪"Cash costs per gold ounce sold"

▪"Sustaining capital and sustaining leases",

▪"Growth capital"

▪"All-in sustaining costs per gold ounce sold" ("AISC")

▪"Adjusted net earnings (loss)", "adjusted net earnings (loss) per share", "adjusted tax expense (recovery)"

▪"Cash generated from operations, before changes in non-cash operating working capital"

▪"Free cash flow"

▪"Average realized price per gold ounce or copper pound sold"

▪"Open pit net mining costs per operating tonne mined"

▪"Underground net mining costs per operating tonne mined"

▪"Processing costs per tonne processed"

▪"G&A costs per tonne processed"

Cash Costs per Gold Ounce sold

"Cash costs per gold ounce sold" is a common non-GAAP financial performance measure used in the gold mining industry but does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold reports cash costs on a sales basis and not on a production basis. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, this measure, along with sales, is a key indicator of the Company’s ability to generate operating earnings and cash flow from its mining operations. This measure allows investors to better evaluate corporate performance and the Company's ability to generate liquidity through operating cash flow to fund future capital exploration and working capital needs.

This measure is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of cash generated from operations under IFRS or operating costs presented under IFRS.

Cash costs figures are calculated in accordance with a standard developed by The Gold Institute, a worldwide association of suppliers of gold and gold products that ceased operations in 2002. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Cash costs include mine site operating costs such as mining, processing and administration costs, royalties, and production taxes, but are exclusive of amortization, reclamation, capital and exploration costs and net of by-product revenue. Cash costs are then divided by gold ounces sold to arrive at the cash costs per gold ounce sold.

The Company produces copper and silver as by-products of its gold production. The calculation of cash costs per gold ounce for Rainy River is net of by-product silver sales revenue, and the calculation of cash costs per gold ounce sold for New Afton is net of by-product copper and silver sales revenue. New Gold

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notes that in connection with New Afton, the by-product revenue is sufficiently large to result in a negative cash costs on a single mine basis. Notwithstanding this by-product contribution, as a Company focused on gold production, New Gold aims to assess the economic results of its operations in relation to gold, which is the primary driver of New Gold’s business. New Gold believes this metric is of interest to its investors, who invest in the Company primarily as a gold mining Company. To determine the relevant costs associated with gold only, New Gold believes it is appropriate to reflect all operating costs, as well as any revenue related to metals other than gold that are extracted in its operations.

To provide additional information to investors, New Gold has also calculated New Afton's cash costs on a co-product basis, which removes the impact of copper sales that are produced as a by-product of gold production and apportions the cash costs to each metal produced by 30% gold, 70% copper, and subsequently divides the amount by the total gold ounces, or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures. Unless indicated otherwise, all cash costs information in this MD&A is net of by-product sales.

Sustaining Capital and Sustaining Lease

"Sustaining capital" and "sustaining lease" are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "sustaining capital" as net capital expenditures that are intended to maintain operation of its gold producing assets. Similarly, a "sustaining lease" is a lease payment that is sustaining in nature. To determine "sustaining capital" expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. Management uses "sustaining capital" and "sustaining lease" to understand the aggregate net result of the drivers of all-in sustaining costs other than cash costs. These measures are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS.

Growth Capital

"Growth capital" is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold considers non-sustaining capital costs to be “growth capital”, which are capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially increase production. To determine "growth capital" expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are capital expenditures that are intended to maintain operation of its gold producing assets. Management uses "growth capital" to understand the cost to develop new operations or related to major projects at existing operations where these projects will materially increase production. This measure is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

All-in Sustaining Costs per Gold Ounce Sold

“All-in sustaining costs per gold ounce sold” or ("AISC") is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold calculates "all-in sustaining costs per gold ounce sold"

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based on guidance announced by the World Gold Council (“WGC”) in September 2013. The WGC is a non-profit association of the world’s leading gold mining companies established in 1987 to promote the use of gold to industry, consumers and investors. The WGC is not a regulatory body and does not have the authority to develop accounting standards or disclosure requirements. The WGC has worked with its member companies to develop a measure that expands on IFRS measures to provide visibility into the economics of a gold mining company. Current IFRS measures used in the gold industry, such as operating expenses, do not capture all of the expenditures incurred to discover, develop and sustain gold production. New Gold believes that "all-in sustaining costs per gold ounce sold" provides further transparency into costs associated with producing gold and will assist analysts, investors, and other stakeholders of the Company in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. In addition, the Human Resources and Compensation Committee of the Board of Directors uses "all-in sustaining costs", together with other measures, in its Company scorecard to set incentive compensation goals and assess performance.

"All-in sustaining costs per gold ounce sold" is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other mining companies. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of cash flow from operations under IFRS or operating costs presented under IFRS.

New Gold defines all-in sustaining costs per gold ounce sold as the sum of cash costs, net capital expenditures that are sustaining in nature, corporate general and administrative costs, sustaining leases, capitalized and expensed exploration costs that are sustaining in nature, and environmental reclamation costs, all divided by the total gold ounces sold to arrive at a per ounce figure. To determine sustaining capital expenditures, New Gold uses cash flow related to mining interests from its unaudited condensed interim consolidated statement of cash flows and deducts any expenditures that are non-sustaining (growth). Capital expenditures to develop new operations or capital expenditures related to major projects at existing operations where these projects will materially benefit the operation are classified as growth and are excluded. The definition of sustaining versus non-sustaining is similarly applied to capitalized and expensed exploration costs. Exploration costs to develop new operations or that relate to major projects at existing operations where these projects are expected to materially benefit the operation are classified as non-sustaining and are excluded.

Costs excluded from all-in sustaining costs per gold ounce sold are non-sustaining capital expenditures, non-sustaining lease payments and exploration costs, financing costs, tax expense, and transaction costs associated with mergers, acquisitions and divestitures, and any items that are deducted for the purposes of adjusted earnings.

To provide additional information to investors, the Company has also calculated all-in sustaining costs per gold ounce sold on a co-product basis for New Afton, which removes the impact of other metal sales that are produced as a by-product of gold production and apportions the all-in sustaining costs to each metal produced on a percentage of revenue basis, and subsequently divides the amount by the total gold ounces, or pounds of copper sold, as the case may be, to arrive at per ounce or per pound figures. By including cash costs as a component of all-in sustaining costs, the measure deducts by-product revenue from gross cash costs.

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Cash Costs per Gold Ounce Sold and All-in Sustaining Costs per Gold Ounce Sold Reconciliation Tables

The following tables reconcile each of the non-GAAP financial performance measures described above to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
CONSOLIDATED CASH COSTS AND AISC RECONCILIATION



Operating expenses	107.6	107.5	323.9	329.6

Treatment and refining charges on concentrate sales	4.1	4.7	14.1	13.7

By-product silver revenue	(5.0)	(3.3)	(13.7)	(10.0)
By-product copper revenue	(46.1)	(49.2)	(152.4)	(126.4)
Cash costs net of by-product revenue	60.6	59.8	172.0	206.9
Gold ounces sold	81,791	79,821	219,565	241,247
Cash costs per gold ounce sold (by-product basis)(1)	741	749	783	858
Sustaining capital expenditures(1)(4)(6)	19.8	35.6	77.2	97.5
Sustaining exploration - expensed(1)	0.1	0.3	0.3	0.7
Sustaining leases(1)	0.1	1.5	1.9	7.7
Corporate G&A including share-based compensation(5)	14.3	6.2	29.5	20.1
Reclamation expenses	2.9	3.1	8.3	9.3
Total all-in sustaining costs	97.8	106.4	289.1	342.1

Gold ounces sold	81,791	79,821	219,565	241,247
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,195	1,333	1,317	1,418

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER CASH COSTS AND AISC RECONCILIATION
Operating expenses	73.2	65.9	203.0	208.1

By-product silver revenue	(4.1)	(2.5)	(11.1)	(8.1)
Cash costs net of by-product revenue	69.1	63.4	191.9	200.0
Gold ounces sold	67,228	62,426	169,837	193,846
Cash costs per gold ounce sold (by-product basis)(1)	1,028	1,015	1,130	1,032
Sustaining capital expenditures(4)(6)	17.9	28.7	69.5	82.6

Sustaining leases(1)	—	1.3	1.0	7.2
Reclamation expenses	2.2	2.4	6.3	7.3
Total all-in sustaining costs	89.2	95.8	268.7	297.1
Gold ounces sold	67,228	62,426	169,837	193,846
All-in sustaining costs per gold ounce sold (by-product basis)(1)	1,327	1,535	1,582	1,532


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON CASH COSTS AND AISC RECONCILIATION






Operating expenses	34.4	41.6	120.9	121.5
Treatment and refining charges on concentrate sales	4.1	4.7	14.1	13.7
By-product silver revenue	(0.8)	(0.7)	(2.6)	(1.9)
By-product copper revenue	(46.1)	(49.2)	(152.4)	(126.4)
Cash costs net of by-product revenue	(8.5)	(3.6)	(19.9)	6.9
Gold ounces sold	14,564	17,395	49,728	47,401
Cash costs per gold ounce sold (by-product basis)(1)	(583)	(206)	(401)	145
Sustaining capital expenditures(4)(6)	1.9	6.7	7.7	14.8

Sustaining leases(1)	—	0.1	0.5	0.1
Reclamation expenses	0.6	0.7	2.0	2.0
Total all-in sustaining costs	(5.9)	3.9	(9.7)	23.8
Gold ounces sold	14,564	17,395	49,728	47,401
All-in sustaining costs per gold ounce sold (by-product basis)(1)	(408)	223	(195)	502

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Three months ended September 30, 2024
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COSTS AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	10.3	24.1	34.4
Units of metal sold	14,564	11.0
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	709	2.18
Treatment and refining charges on concentrate sales	1.2	2.9	4.1
By-product silver revenue	(0.3)	(0.6)	(0.8)
Cash costs (co-product)(9)	11.3	26.4	37.6
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	775	2.39
Sustaining capital expenditures(4)(6)(i)	0.6	1.4	1.9
Sustaining leases(1)	—	—	—
Reclamation expenses	0.2	0.4	0.6
All-in sustaining costs (co-product)(9)	12.1	28.1	40.2
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	828	2.55
(i) Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.


Three months ended September 30, 2023
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COSTS AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	12.5	29.1	41.6
Units of metal sold	17,395	13.0
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	718	2.24
Treatment and refining charges on concentrate sales	1.4	3.3	4.7
By-product silver revenue	(0.2)	(0.5)	(0.7)
Cash costs (co-product)(9)	13.7	31.9	45.6
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	786	2.46
Sustaining capital expenditures(4)(6)(i)	2.0	4.7	6.7

Reclamation expenses	0.2	0.5	0.7
All-in sustaining costs (co-product)(9)	15.9	37.1	53.0
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	915	2.86
(i) Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.

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Nine months ended September 30, 2024
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COSTS AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	36.3	84.7	120.9
Units of metal sold	49,728	36.4
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	730	2.33
Treatment and refining charges on concentrate sales	4.2	9.9	14.1
By-product silver revenue	(0.8)	(1.8)	(2.6)
Cash costs (co-product)(9)	39.7	92.7	132.4
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	799	2.55
Sustaining capital expenditures(4)(6)(i)	2.3	5.4	7.7
Sustaining leases(1)	0.1	0.3	0.4
Reclamation expenses	0.6	1.4	2.0
All-in sustaining costs (co-product)(9)	42.8	99.8	142.6
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	861	2.74
(i) Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.


Nine months ended September 30, 2023
(in millions of U.S. dollars, except where noted)	Gold	Copper	Total
NEW AFTON CASH COSTS AND AISC RECONCILIATION (ON A CO-PRODUCT BASIS)
Operating expenses	36.5	85.1	121.5
Units of metal sold	47,401	32.5
Operating expenses ($/oz gold or lb copper sold, co-product)(9)	769	2.61
Treatment and refining charges on concentrate sales	4.1	9.6	13.7
By-product silver revenue	(0.6)	(1.3)	(1.9)
Cash costs (co-product)(9)	40.0	93.3	133.3
Cash costs per gold ounce sold or lb copper sold (co-product)(9)	844	2.87
Sustaining capital expenditures(4)(6)(i)	4.4	10.4	14.8

Reclamation expenses	0.6	1.4	2.0
All-in sustaining costs (co-product)(9)	45.1	105.2	150.2
All-in sustaining costs per gold ounce sold or lb copper sold (co-product)(9)	951	3.23
(i) Apportioned to each metal produced on a percentage of activity basis. For the above reconciliation table, 30% of operating costs were attributed to gold production and 70% of operating costs were attributed to copper production.

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Sustaining Capital Expenditures Reconciliation Table


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
TOTAL SUSTAINING CAPITAL EXPENDITURES
Mining interests per unaudited condensed interim consolidated statement of cash flows	62.5	70.6	195.8	205.3
New Afton growth capital expenditures(7)	(28.7)	(31.7)	(86.8)	(94.3)
Rainy River growth capital expenditures(7)	(14.0)	(3.3)	(31.8)	(13.5)

Sustaining capital expenditures(4)(6)	19.8	35.6	77.2	97.5

Adjusted Net Earnings and Adjusted Net Earnings per Share

“Adjusted net earnings” and “adjusted net earnings per share” are non-GAAP financial performance measures that do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. "Adjusted net earnings" and "adjusted net earnings per share" exclude “other gains and losses” as per Note 3 of the Company’s unaudited condensed interim consolidated financial statements.

Net earnings have been adjusted, including the associated tax impact, for the group of costs in “Other gains and losses” on the unaudited condensed interim consolidated income statements. Key entries in this grouping are: fair value changes for the Rainy River gold stream obligation, fair value changes and gain on the disposal of the New Afton free cash flow interest obligation, foreign exchange gains/loss and fair value changes in investments. The income tax adjustments reflect the tax impact of the above adjustments and is referred to as "adjusted tax expense".

The Company uses "adjusted net earnings" for its own internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect the items which have been excluded from the determination of "adjusted net earnings". Consequently, the presentation of "adjusted net earnings" enables investors to better understand the underlying operating performance of the Company's core mining business through the eyes of management. Management periodically evaluates the components of "adjusted net earnings" based on an internal assessment of performance measures that are useful for evaluating the operating performance of New Gold's business and a review of the non-GAAP financial performance measures used by mining industry analysts and other mining companies. "Adjusted net earnings" and "adjusted net earnings per share" are intended to provide additional information only and should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following table reconciles these non-GAAP financial performance measures to the most directly comparable IFRS measures.

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
ADJUSTED NET EARNINGS (LOSS) RECONCILIATION
Income (loss) before taxes	36.1	4.9	18.6	(28.4)
Other losses(8)	29.1	20.3	84.6	84.6




Adjusted net earnings before taxes	65.2	25.2	103.2	56.2
Income tax recovery (expense)	1.8	(7.6)	28.9	(8.7)
Income tax adjustments	(2.7)	5.5	(37.8)	5.6
Adjusted income tax expense (1)	(0.9)	(2.1)	(8.9)	(3.1)
Adjusted net earnings	64.3	23.1	94.3	53.1
Adjusted net earnings per share (basic and diluted)	0.08	0.03	0.13	0.08

Cash Generated from Operations, before Changes in Non-Cash Operating Working Capital

“Cash generated from operations, before changes in non-cash operating working capital” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. "Cash generated from operations, before changes in non-cash operating working capital" excludes changes in non-cash operating working capital. New Gold believes this non-GAAP financial measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company’s ability to generate cash from its operations before temporary working capital changes.

Cash generated from operations, before non-cash changes in working capital is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following table reconciles this non-GAAP financial performance measure to the most directly comparable IFRS measure.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars)	2024	2023	2024	2023
CASH RECONCILIATION
Cash generated from operations	127.9	100.1	283.2	217.0
Change in non-cash operating working capital	(7.9)	(12.4)	(0.1)	11.5
Cash generated from operations, before changes in non-cash operating working capital	120.0	87.7	283.1	228.5

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Free Cash Flow

“Free cash flow” is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. New Gold defines "free cash flow" as cash generated from operations and proceeds of sale of other assets less capital expenditures on mining interests, lease payments, and settlement of non-current derivative financial liabilities which include the Rainy River gold stream obligation and the New Afton free cash flow interest obligation. New Gold believes this non-GAAP financial performance measure provides further transparency and assists analysts, investors and other stakeholders of the Company in assessing the Company's ability to generate cash flow from current operations. "Free cash flow" is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flows from operations as determined under IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


Three months ended September 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	84.0	49.9	(6.0)	127.9
Less: Mining interest capital expenditures	(32.0)	(30.6)	—	(62.6)
Add Proceeds of sale from other assets	—	—	—	—
Less: Lease payments	—	—	(0.1)	(0.1)
Less: Cash settlement of non-current derivative financial liabilities	(8.2)	—	—	(8.2)
Free Cash Flow	43.8	19.3	(6.1)	57.0


Three months ended September 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	54.7	43.5	1.8	100.1
Less: Mining interest capital expenditures	(32.0)	(38.4)	(0.1)	(70.5)
Add Proceeds of sale from other assets	—	—	—	—
Less: Lease payments	(1.3)	—	(0.1)	(1.4)
Less: Cash settlement of non-current derivative financial liabilities	(6.6)	—	—	(6.6)
Free Cash Flow	14.8	5.1	1.6	21.6


Nine months ended September 30, 2024
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	178.4	125.6	(20.8)	283.2
Less: Mining interest capital expenditures	(101.3)	(94.5)	—	(195.8)
Add Proceeds of sale from other assets	—	0.2	—	0.2
Less: Lease payments	(0.9)	(0.5)	(0.5)	(1.9)
Less: Cash settlement of non-current derivative financial liabilities	(22.9)	—	—	(22.9)
Free Cash Flow	53.3	30.8	(21.3)	62.8

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Nine months ended September 30, 2023
(in millions of U.S. dollars)	Rainy River	New Afton	Other	Total
FREE CASH FLOW RECONCILIATION
Cash generated from (used by) operations	156.0	76.0	(15.0)	217.0
Less: Mining interest capital expenditures	(96.1)	(109.1)	(0.1)	(205.3)
Add Proceeds of sale from other assets	0.1	—	—	0.1
Less: Lease payments	(7.2)	(0.1)	(0.4)	(7.7)
Less: Cash settlement of non-current derivative financial liabilities	(21.4)	—	—	(21.4)
Free Cash Flow	31.4	(33.2)	(15.5)	(17.3)

Average Realized Price

"Average realized price per gold ounce or per copper pound sold" is a non-GAAP financial performance measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Other companies may calculate this measure differently and this measure is unlikely to be comparable to similar measures presented by other companies. Management uses this measure to better understand the price realized for gold sales in each reporting period. “Average realized price per ounce of gold sold or copper pound sold” is intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following tables reconcile this non-GAAP financial performance measure to the most directly comparable IFRS measure on an aggregate and mine-by-mine basis.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
TOTAL AVERAGE REALIZED PRICE
Revenue from gold sales	203.3	151.7	504.3	458.9
Treatment and refining charges on gold concentrate sales	1.8	1.9	6.0	5.8
Gross revenue from gold sales	205.1	153.6	510.3	464.7
Gold ounces sold	81,791	79,821	219,565	241,247
Total average realized price per gold ounce sold ($/ounce)	2,507	1,924	2,324	1,926


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER AVERAGE REALIZED PRICE
Revenue from gold sales	168.1	120.0	394.5	372.3
Gold ounces sold	67,228	62,426	169,837	193,846
Rainy River average realized price per gold ounce sold ($/ounce)	2,501	1,921	2,323	1,920

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON AVERAGE REALIZED PRICE
Revenue from gold sales	35.1	31.7	109.8	86.6
Treatment and refining charges on gold concentrate sales	1.8	1.9	6.0	5.7
Gross revenue from gold sales	36.9	33.6	115.8	92.3
Gold ounces sold	14,564	17,395	49,728	47,401
New Afton average realized price per gold ounce sold ($/ounce)	2,536	1,932	2,330	1,948

Open Pit Net Mining Costs per Operating Tonne Mined, Underground Net Mining Costs per Operating Tonne Mined, Processing Costs per Tonne Processed and G&A Cost per Tonne Processed

“Open pit net mining costs per operating tonne mined,” “underground net mining costs per operating tonne mined,” “processing costs per tonne processed” and “G&A cost per tonne processed” are non-GAAP financial performance measures with no standard meaning under IFRS. "Open pit net mining costs per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed" and "G&A costs per tonne" are defined as operating expenses less change in inventories, selling costs, royalties and other non production costs, as these costs are not directly related to tonnes mined or milled, and then dividing the residual respective mining, processing or G&A costs by tonnage of ore mined or processed. New Gold believes these non-GAAP financial performance measures provide further transparency and assist analysts, investors and other stakeholders of the Company in assessing the performance of mining operations by eliminating the impact of varying production levels. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other mining companies. They should not be considered in isolation or as substitutes for measures of performance prepared in accordance with IFRS. The following tables reconcile these non-GAAP measures to the most directly comparable IFRS measures on an aggregate and mine-by-mine basis.


	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
RAINY RIVER COST PER TONNE
Operating expenses	73.2	65.9	203.0	208.1
Change in inventory, selling costs and royalties and other	(5.5)	(5.6)	(19.7)	(19.6)
Production costs	67.7	60.4	183.3	188.5
Open pit mining costs	33.5	25.2	84.6	84.3
Processing costs	24.4	25.6	69.0	76.9
Site G&A costs	9.8	9.6	29.7	27.3
Ore and operating waste tonnes mined (thousands of tonnes)	7,034	7,412	19,954	24,850
Ore processed (thousands of tonnes)	2,257	2,328	6,906	6,460
Open pit net mining costs per operating tonne mined ($/tonne)	4.76	3.40	4.24	3.39
Processing costs per tonne processed ($/tonne)	10.80	11.01	9.99	11.91
G&A costs per tonne processed ($/tonne)	4.35	4.11	4.30	4.22

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	Three months ended September 30		Nine months ended September 30
(in millions of U.S. dollars, except where noted)	2024	2023	2024	2023
NEW AFTON COST PER TONNE
Operating expenses	34.4	41.6	120.9	121.5
Change in inventory, ore purchase costs, selling costs and royalties and other	1.2	(7.4)	(5.2)	(13.0)
Production costs	35.7	34.3	115.7	108.6
Mining costs	13.8	14.6	50.8	49.9
Processing costs	15.7	14.7	47.9	43.9
Site G&A costs	6.2	4.9	17.0	14.7
Ore and operating waste tonnes mined (thousands of tonnes)	881	758	2,779	2,225
Ore processed (thousands of tonnes)	1,046	806	2,992	2,303
Underground net mining costs per operating tonne mined ($/tonne)	15.64	19.30	18.29	22.44
Processing costs per tonne processed ($/tonne)	14.97	18.20	16.01	19.08
G&A cost per tonne processed ($/tonne)	5.94	6.14	5.69	6.38

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ENTERPRISE RISK MANAGEMENT AND RISK FACTORS

The Company is subject to various financial and other risks that could materially adversely affect the Company’s future business, operations and financial condition. For a comprehensive discussion of these and other risks facing the Company, please refer to the section entitled “Risk Factors” in the Company’s most recent Annual Information Form and the section entitled “Enterprise Risk Management” in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2023, both of which are filed on SEDAR+ at www.sedarplus.ca. There were no significant changes to those risks or to the Company’s management of exposure to those risks for the three months ended September 30, 2024.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES

The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about the future events that affect the amounts reported in the unaudited condensed interim consolidated financial statements and related notes to the financial statements. Estimates and assumptions are continually evaluated and are based on management’s experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values are described in Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2023 and Note 2 of the Company's condensed interim consolidated financial statements for the three and nine months ended September 30, 2024.

ACCOUNTING POLICIES

The Company's material accounting policies and future changes in accounting policies are presented in the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently applied, except as noted in Note 2 of the unaudited condensed interim consolidated financial statements.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, under the supervision of its President and Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as of December 31, 2023. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.

Internal Controls over Financial Reporting

New Gold’s management, with the participation of its President and Chief Executive Officer and its Chief Financial Officer, is responsible for establishing and maintaining adequate internal controls over financial

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reporting. Internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. New Gold’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 based on the Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission and has concluded that New Gold’s internal controls over financial reporting are effective as of December 31, 2023.

The effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023 has been audited by Deloitte LLP, the Company’s independent registered public accounting firm, as stated in their report immediately preceding the Company’s audited consolidated financial statements for the year ended December 31, 2023.

Limitations of Controls and Procedures

The Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, believe that any internal controls and procedures for financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations of all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented and/or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Controls over Financial Reporting

There has been no change in the Company’s design of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this MD&A.

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ENDNOTES

1."Cash costs per gold ounce sold", "all-in sustaining costs per gold ounce sold" (or "AISC"), "adjusted net earnings/(loss)", "adjusted tax expense", "sustaining capital and sustaining leases”, “growth capital”, “average realized gold/copper price per ounce/pound”,"cash generated from operations before changes in non-cash operating working capital", "free cash flow" "open pit net mining costs per operating tonne mined", "underground net mining costs per operating tonne mined", "processing costs per tonne processed", and "G&A costs per tonne processed" are all non-GAAP financial performance measures that are used in this MD&A. These measures do not have any standardized meaning under IFRS, as issued by the IASB, and therefore may not be comparable to similar measures presented by other issuers. For more information about these measures, why they are used by the Company, and a reconciliation to the most directly comparable measure under IFRS, see the “Non-GAAP Financial Performance Measures" section of this MD&A starting on page 27.

2.Production is shown on a total contained basis while sales are shown on a net payable basis, including final product inventory and smelter payable adjustments, where applicable.

3.A detailed discussion of production is included in the “Review of Operating Mines” section of this MD&A.

4.See “Sustaining Capital Expenditures Reconciliation Table” for a reconciliation of sustaining capital expenditures to mining interests per the unaudited condensed interim consolidated statement of cash flows.

5.Includes the sum of corporate administration costs and share-based payment expense per the unaudited condensed interim income statement, net of any non-cash depreciation within those figures.

6.Sustaining capital expenditures are net of proceeds from disposal of assets.

7.Growth capital expenditures at New Afton in the current period and prior-year period relate to project advancement for the C-Zone. Growth capital expenditures at Rainy River in the current and prior period relate to underground development.

8.Please refer to Note 3 of the Company’s unaudited condensed consolidated interim financial statements for a detailed breakdown of other (losses) and gains.

9.These are supplementary financial measures which are calculated as follows: "Revenue gold ($/ounce)" and "Revenue copper ($/pound)" is total gold revenue divided by total gold ounces sold and total copper revenue divided by copper pounds sold, respectively, "Operating expenses ($/oz gold, co-product)" is total operating expenses apportioned to gold based on a percentage of activity basis divided by total gold ounces sold, "Operating expenses ($/lb copper, co-product)" is total operating expenses apportioned to copper based on a percentage of activity basis divided by total copper pounds sold; "Depreciation and depletion ($/oz gold)" is depreciation and depletion expenses divided by total gold ounces sold.

10. Key performance indicator data for the three and nine months ended September 30, 2024 is exclusive of ounces from ore purchase agreements for New Afton. The New Afton Mine purchases small amounts of ore from local operations, subject to certain grade and other criteria. These ounces

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represented approximately 1% of total gold ounces produced using New Afton’s excess mill capacity. All other ounces are mined and produced at New Afton.

11. Total Recordable Injury Frequency Rate (TRIFR) is calculated as recorded incidents × 200,000 / total number of hours worked

CAUTIONARY NOTES

Cautionary Note to U.S. Readers Concerning Estimates of Mineral Reserves and Mineral Resources

Disclosure regarding Mineral Reserve and Mineral Resource estimates included in this MD&A was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the United States Securities and Exchange Commission (“SEC”) generally applicable to U.S. companies. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this MD&A will not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this MD&A, including any information relating to New Gold’s future financial or operating performance are “forward-looking”. All statements in this MD&A, other than statements of historical fact, which address events, results, outcomes or developments that New Gold expects to occur are “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “targeted”, “estimates”, “forecasts”, “intends”, “anticipates”, “projects”, “potential”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation of such terms. Forward-looking statements in this MD&A include, among others, those in the sections "Sustainability and ESG", "Outlook for 2024" and "Key Performance Drivers - Economic Outlook" as well as statements with respect to: the Company’s expectations and guidance with respect to production, operational estimates, capital investment estimates and exploration expense estimates on a mine-by-mine and consolidated basis, and the factors and timing contributing to those expectations; successfully achieving high-capacity, low-cost, low-emission ore transportation for the life-of-mine at C-Zone; successfully achieving the expected immediate positive impacts on unit operating costs, production and processing rates resulting from achieving the noted C-Zone milestones; successfully achieving processing rates of more than 14,500 tonnes per day by 2026 at New Afton; expectations regarding UG Main being an important source of higher-grade production in the coming years; successfully commencing stoping in the first half of 2025 for the UG Main project and ramping up underground production rate to approximately 5,500 tonnes per day by 2027; accuracy of expectations regarding the exploration upside and potential for promising opportunities for a new high-

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grade mining area at New Afton; the current and future financial performance of the Company being closely related to the prevailing price of gold; expectations regarding exploration results having a positive impact on Rainy River’s mineral resource estimate at year-end and successfully forming the basis of additional exploration opportunities in the coming years; planned activities in 2024 and future years at the Rainy River Mine and New Afton Mine, including planned development and exploration activities, and projected accuracy of timing and related expenses; the continuation of prevailing commodity prices and exchange rates, and the continuation of operations performing in accordance with mine plans; anticipated factors impacting the Company’s liquidity and the continued review thereof; the Company’s ability to implement its near-term operational plan and to repay future indebtedness; planned continued advancement of C-Zone development at New Afton and the significant capital expenditures expected to result therefrom; the Company’s expectations regarding its liquidity position and its ability to fund its business objectives; the anticipated timing with respect to the Company’s contractual commitments becoming due; the sufficiency of the Company’s financial performance measures in evaluating the underlying performance of the Company; expectations that foreign exchange forward contracts will continue into 2024; expectations regarding the management and mitigation of risk factors and the possible impacts on the Company; and the Company’s continued focus on the health, safety and well-being of its people.

All forward-looking statements in this MD&A are based on the opinions and estimates of management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond New Gold’s ability to control or predict. Certain material assumptions regarding such forward-looking statements are discussed in this MD&A, its most recent Annual Information Form and NI 43-101 Technical Reports on the Rainy River Mine and New Afton Mine filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition to, and subject to, such assumptions discussed in more detail elsewhere, the forward-looking statements in this MD&A are also subject to the following assumptions: (1) there being no significant disruptions affecting New Gold’s operations, including material disruptions to the Company’s supply chain, workforce or otherwise; (2) political and legal developments in jurisdictions where New Gold operates, or may in the future operate, being consistent with New Gold’s current expectations; (3) the accuracy of New Gold’s current Mineral Reserve and Mineral Resource estimates and the grade of gold, silver and copper expected to be mined; (4) the exchange rate between the Canadian dollar and U.S. dollar and commodity prices being approximately consistent with current levels and expectations for the purposes of 2024 guidance and otherwise; (5) prices for diesel, natural gas, fuel oil, electricity and other key supplies being approximately consistent with current levels; (6) equipment, labour and materials costs increasing on a basis consistent with New Gold’s current expectations; (7) arrangements with First Nations and other Indigenous groups in respect of the New Afton Mine and Rainy River Mine being consistent with New Gold’s current expectations; (8) all required permits, licenses and authorizations being obtained from the relevant governments and other relevant stakeholders within the expected timelines and the absence of material negative comments or obstacles during the applicable regulatory processes; and (9) the results of the life of mine plans for the Rainy River Mine and the New Afton Mine being realized.

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: price volatility in the spot and forward markets for metals and other commodities; discrepancies between actual and estimated

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production, between actual and estimated costs, between actual and estimated Mineral Reserves and Mineral Resources and between actual and estimated metallurgical recoveries; equipment malfunction, failure or unavailability; accidents; risks related to early production at the Rainy River Mine, including failure of equipment, machinery, the process circuit or other processes to perform as designed or intended; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction in which New Gold operates, including, but not limited to: uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements; changes in project parameters as plans continue to be refined; changing costs, timelines and development schedules as it relates to construction; the Company not being able to complete its construction projects at the Rainy River Mine or the New Afton Mine on the anticipated timeline or at all; volatility in the market price of the Company’s securities; changes in national and local government legislation in the countries in which New Gold does or may in the future carry on business; compliance with public company disclosure obligations; controls, regulations and political or economic developments in the countries in which New Gold does or may in the future carry on business; the Company’s dependence on the Rainy River Mine and New Afton Mine; the Company not being able to complete its exploration drilling programs on the anticipated timeline or at all; inadequate water management and stewardship; tailings storage facilities and structure failures; failing to complete stabilization projects according to plan; geotechnical instability and conditions; disruptions to the Company’s workforce at either the Rainy River Mine or the New Afton Mine, or both; significant capital requirements and the availability and management of capital resources; additional funding requirements; diminishing quantities or grades of Mineral Reserves and Mineral Resources; actual results of current exploration or reclamation activities; uncertainties inherent to mining economic studies including the Technical Reports for the Rainy River Mine and New Afton Mine; impairment; unexpected delays and costs inherent to consulting and accommodating rights of First Nations and other Indigenous groups; climate change, environmental risks and hazards and the Company’s response thereto; ability to obtain and maintain sufficient insurance; actual results of current exploration or reclamation activities; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States and, to a lesser extent, Mexico; global economic and financial conditions and any global or local natural events that may impede the economy or New Gold’s ability to carry on business in the normal course; inflation; compliance with debt obligations and maintaining sufficient liquidity; the responses of the relevant governments to any disease, epidemic or pandemic outbreak not being sufficient to contain the impact of such outbreak; disruptions to the Company’s supply chain and workforce due to any disease, epidemic or pandemic outbreak; an economic recession or downturn as a result of any disease, epidemic or pandemic outbreak that materially adversely affects the Company’s operations or liquidity position; taxation; fluctuation in treatment and refining charges; transportation and processing of unrefined products; rising costs or availability of labour, supplies, fuel and equipment; adequate infrastructure; relationships with communities, governments and other stakeholders; labour disputes; effectiveness of supply chain due diligence; the uncertainties inherent in current and future legal challenges to which New Gold is or may become a party; defective title to mineral claims or property or contests over claims to mineral properties; competition; loss of, or inability to attract, key employees; use of derivative products and hedging transactions; reliance on third-party contractors; counterparty risk and the performance of third party service providers; investment risks and uncertainty relating to the value of equity investments in public companies held by the Company from time to time; the adequacy of internal and disclosure controls; conflicts of interest; the lack of certainty with respect to foreign operations and legal systems, which may not be immune from the influence of political pressure, corruption or other

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factors that are inconsistent with the rule of law; the successful acquisitions and integration of business arrangements and realizing the intended benefits therefrom; and information systems security threats. In addition, there are risks and hazards associated with the business of mineral exploration, development, construction, operation and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance to cover these risks) as well as “Risk Factors” included in New Gold’s Annual Information Form and other disclosure documents filed on and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. All of the forward-looking statements contained in this MD&A are qualified by these cautionary statements. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.

Technical Information

All scientific and technical information in this MD&A has been reviewed and approved by Yohann Bouchard, Executive Vice President and Chief Operating Officer of New Gold. Mr. Bouchard is a Professional Engineer and a member of the Professional Engineers of Ontario. Mr. Bouchard is a "Qualified Person" for the purposes of NI 43-101.

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Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Patrick Godin, Chief Executive Officer of New Gold Inc., certify the following:


1.	Review: I have reviewed the interim financial report and interim management discussion and analysis (“MD&A”) (collectively, the “interim filings”) of New Gold Inc. (the “issuer”) for the interim period ended September 30, 2024.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

	(i)		material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and


			(ii)						information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	ICFR – material weakness relating to design: None

5.3	Limitation on scope of design: None

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date:			October 29, 2024
			/s/ Patrick Godin
Name:			Patrick Godin
Title:			Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Keith Murphy, Chief Financial Officer of New Gold Inc., certify the following:


1.	Review: I have reviewed the interim financial report and interim management discussion and analysis (“MD&A”) (collectively, the “interim filings”) of New Gold Inc. (the “issuer”) for the interim period ended September 30, 2024.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and


						(ii)			information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	ICFR – material weakness relating to design: None

5.3	Limitation on scope of design: None

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date:			October 29, 2024
			/s/ Keith Murphy
Name:			Keith Murphy
Title:			Chief Financial Officer

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