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CORRS

CHAMBE RS

WESTGA RTH

. lawye rs

Sydney Melbourne Brisbane

Perth

23 November 2017

Market Announcements Office Australian Securities Exchange

Dear Sir/Madam

New Gold Inc. - ASIC form 603

We act for New Gold Inc. (New Gold).

We attach, on behalf of New Gold, a Form 603 (Notice of initial substantial holder) in relation to Aurelia Metals Limited (ASX:AMI).

Yours sincerely

Corrs Chambers Westgarth

Sandy Mak

Partner

attachments

Form 603

Corporations Act 2001

Section 6718

Notice of initial substantial holder

To: Company Name/Scheme ACN/ARSN

Aurelia Metals Limited ACN 108 476 384

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

New Gold Inc. (New Gold) and each of its subsidiaries listed in Annexure A (New Gold Subsidiaries)

The holder became a substantial holder on 21/11/17

  1. Details of voting power

    The total number of voles altached lo all the voling shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date lhe subslanlial holder became a substantial holder are as follows:

    Class of securities 4 Ordinarv shares

    Number of securities 85.740.778

    Person's voles 15

    19.9% 19.9%

  2. Details of relevant interests

    The nature of the relevant interest lhe substantial holder or an associate had in lhe following voting securities on the date lhe substantial holder became a substantial holder are as follows:

    Holder of relevant interest

    Nature of relevant interest (7)

    Class and number of securiLies

    New Gold

    Relevant interest under section 608(1)(b) of the Corporations Act, being the power lo control

    the exercise of a right lo vole attached iO shares pursuant to the Irrevocable Undertaking Letter provided by Pacific Road Capital Management Ply Lid to New Gold on 21

    November 2017 (a copy of which is attached as

    Annexure B).

    85,740,778 ordinary shares

    New Gold Subsidiaries

    Under section 608(3) of the Corporations Act, each New Gold Subsidiary has a relevant interest in shares in which New Gold has a

    relevant interest.

    85,740,778 ordinary shares

  3. Details of present registered holders

    The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

    Holder of relevant interest

    Registered holder of securities

    Person entitled lo be registered as holder 18)

    Class and number of sec'Urilies

    New Gold and New Gold Subsidiaries

    Pacific Road Capital Management Ply ltd as ustee for the Pacific Road Fund II Managed Investment

    Trust (Pacific Road)

    Pacific Road

    85,740,778 ordinary shares

  4. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest

Date of acquisition

Consideration (9)

Class and number of securities

Cash I Non-cash

New Gold and New Gold Subsidiaries

21 November 2017

No consideration provided.

85,740,778 ordinary shares

  1. Associates

    The reasons lhe persons named in paragraph 3 above are associates of the substantial holder are as follows:

    Name and ACN/ARSN if a licable Nature of association

    N/A

  2. Addresses

The addresses of lhe persons named in this form are as follows:

Name

Address

New Gold

Suite 610. 1100 Melville Slreet. Vancouver. British Colombia, V6E 4A6, Canada

New Gold Subsidiaries

See Annexure A -

Signature

print name L A- DJ. M l f N sign here dat t t ll

DIRECTIONS

  1. If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations. or the manager and lrustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the fonm as a specifically named group 1f the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the fonm.

  2. See the definition of "associate" in section 9 of the Corporations Act 2001.

  3. See the definition of "relevant interest' in sections 608 and 6718(7) of the Corporations Act 2001.

  4. The voting shares of a company constitute one class unless divided into separate classes.

  5. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  6. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  7. Include details of:

    1. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the lenms of the relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this fonm , together with a written statement certifying this contract, scheme or arrangement; and

    2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securil1es to which the relevant interest relates (indicating clearly the particular securities to which lhe qualification applies).

      See the definition of "relevant agreement" in seclion 9 of lhe Corporations Act 2001.

    3. If the substantial holder is unable to determine lhe identity of the person (eg iithe relevant interest arises because of an option) wrrte 'unknown".

    4. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit rs conditional on the happening or not of a contingency. Details must be rncluded of any benefit paid on behalf of the substanlral holder or its associale in relation lo the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

    5. Annexure A

      This Is a.9-ne A e-(ifiduding this page) referred to in Form 603 'Notice of initial substantial holder'.

      /4--

      Lisa Damiani

      New Gold Subsidiaries

      New Gold Inc. gives this notice on its own behalf and on behalf of the following entities:

      1. Peak Gold Asia Pacific Pty Ltd ACN 103 879 054

      2. Peak Gold Mines Pty Ltd ACN 001 533 777

      3. New Gold Fife Manager Pty Ltd ACN 615 248 158

        5.

        ACN 615 248 149

        New Gold CSP Ltd.

        181 Bay Street, Suite #3510, Toronto, Ontario M5J 2T3 Canada

        6.

        New Gold Finance Inc.

        181 Bay Street, Suite #3510, Toronto, Ontario M5J 2T3 Canada

        7.

        New Gold Mesquite Inc.

        701 S. Carson St., Suite 200, Carson City, NV89701 USA

        8.

        Western Goldfields (USA) Inc.

        701 S. Carson St., Suite 200, Carson City, NV89701 USA

        9.

        Western Mesquite Mines, Inc.

        701 S. Carson St., Suite 200, Carson City, NV89701 USA

        10.

        Metallica Management Inc.

        1675 Broadway, Suite 1200, Denver, CO 80202 USA

      4. New Gold Fife Pty Ltd

      Peak Gold Mines, Hillston Road, Cobar NSW 2835 Australia Peak Gold Mines, Hillston Road, Cobar NSW 2835 Australia Peak Gold Mines, Hillston Road, Cobar NSW 2835 Australia Peak Gold Mines, Hillston Road, Cobar NSW 2835 Australia

      New Gold Netherlands Cooperatie

      11.

      U.A.

      1. Minera San Xavier S.A. de C.V.

      2. Servicios del Plata y Oro, S.A. de

        c.v

      3. New Gold (Barbados) Inc.

      4. De Re Holdings Inc.

      5. Minera Metallica Resources Chile Ltda

      Netherlands Prins Berhardplein 200, 1097 JB Amsterdam, The Netherlands

      Prolongaci6n Estatuto Juridico No. 1238, Interior 3, Primer Pisa, Fraccionamiento Tan an aman a, C.P. 78269 San Luis Potosi, S. L. P. Mexico

      Prolongaci6n Estatuto Juridico No. 1238, Interior 3, Primer Pisa, Fraccionamiento Tan an aman a, C.P. 78269 San Luis Potosi. S. L. P. Mexico

      One Welches, Welches, St. Thomas 8822025, Barbados

      2nd Floor Palm Grove House, Wickhams Cay, P.O. Box 3340, Road Town, Tortola, British Vir in Islands

      Avenida Andres Bello 2711, Piso 8, Santiago de Chile, Santiago, Chile 7550611

    Aurelia Metals Ltd. published this content on 28 November 2017 and is solely responsible for the information contained herein.
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