New Gold Shareholders Approve Business Combination with Western Goldfields



    VANCOUVER and TORONTO, May 13 /CNW/ - New Gold Inc. (TSX and NYSE Amex:  
NGD) ("New Gold") and Western Goldfields Inc. (TSX: WGI and NYSE Amex:   WGW)
("Western Goldfields") are pleased to announce that New Gold shareholders have
overwhelmingly voted in favour of the previously announced business
combination between New Gold and Western Goldfields (the "Transaction") at a
special meeting of New Gold shareholders held today in Vancouver. The
Transaction was approved by 99.3% of the votes cast representing 65.9% of New
Gold's outstanding shares.
    The completion of the Transaction remains subject to approval of Western
Goldfields shareholders at a meeting to be held in Toronto tomorrow, May 14th
and a final hearing by the Ontario Superior Court of Justice (Commercial List)
currently expected to take place on May 27, 2009, with closing of the
Transaction expected to occur on or about June 1, 2009. The Transaction is
structured as a Plan of Arrangement under the Business Corporations Act
(Ontario).
    Upon completion of the transaction, the combined company is expected to
produce between 330,000 and 360,000 ounces of gold in 2009, growing to over
400,000 ounces in 2012, and will have significant reserves and resources with
a strong portfolio of mining, development and exploration assets in mining
friendly jurisdictions.

    About New Gold

    New Gold is an intermediate gold mining company with two operating
assets; the Cerro San Pedro Mine in Mexico and the Peak Mines in Australia. In
addition the company has development projects in Canada and Chile. For further
information on New Gold, please visit www.newgold.com.

    About Western

    Western Goldfields is a gold production and exploration company with a
focus on precious metal mining opportunities in North America. The Mesquite
Mine, currently Western Goldfields' sole asset, was brought into production in
January 2008. For further information on Western Goldfields, please visit
www.westerngoldfields.com.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this press release, including any
information relating to the proposed transaction and New Gold or Western
future financial or operating performance may be deemed "forward looking". All
statements in this press release, other than statements of historical fact,
that address events or developments that New Gold or Western 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 words "expects", "does not expect", "plans", "anticipates", "does not
anticipate", "believes", "intends", "estimates", "projects", "potential",
"scheduled", "forecast", "budget" and similar expressions, or that events or
conditions "will", "would", "may", "could", "should" or "might" occur. All
such forward-looking statements are subject to important risk factors and
uncertainties, many of which are beyond New Gold or Western' ability to
control or predict. 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 New Gold or Western'
actual results, level of activity, performance or achievements to be
materially different from those expressed or implied by such forward-looking
statements. Assumptions upon which such forward looking statements are based
on include that New Gold and Western will be able to satisfy the conditions in
the Business Combination Agreement, that the due diligence investigations of
each party will not identify any materially adverse facts or circumstances,
that all third party regulatory and governmental approvals to the transactions
will be obtained and all other conditions to completion of the transaction
will be satisfied or waived. Many of these assumptions are based on factors
and events that are not within the control of New Gold and Western and there
is no assurance they will prove to be correct. Such factors include, without
limitation: capital requirements; fluctuations in the international currency
markets and in the rates of exchange of the currencies of Canada, the United
States, Australia, Brazil, Mexico and Chile; price volatility in the spot and
forward markets for commodities; impact of any hedging activities, including
margin limits and margin calls; discrepancies between actual and estimated
production, between actual and estimated reserves and resources and between
actual and estimated metallurgical recoveries; changes in national and local
government legislation in Canada, the United States, Australia, Brazil, Mexico
and Chile or any other country in which New Gold and Western currently or may
in the future carry on business; taxation; controls, regulations and political
or economic developments in the countries in which New Gold and Western does
or may carry on business; the speculative nature of mineral exploration and
development, including the risks of obtaining necessary licenses and permits;
diminishing quantities or grades of reserves; competition; loss of key
employees; additional funding requirements; actual results of current
exploration or reclamation activities; changes in project parameters as plans
continue to be refined; accidents; labour disputes; defective title to mineral
claims or property or contests over claims to mineral properties. In addition,
there are risks and hazards associated with the business of mineral
exploration, development and mining, including environmental 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 "Risks and
Uncertainties" included in the Annual Information Form/10-K and MD&A for each
of New Gold and Western available at www.sedar.com. 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 press release are qualified by
these cautionary statements. New Gold and Western expressly disclaim 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.





For further information:

For further information: For New Gold: Mélanie Hennessey, Vice President
Investor Relations, Direct: (604) 639-0022, Toll-free: (888) 315-9715, Email:
info@newgold.com; For Western Goldfields: Hannes Portmann, Director, Corporate
Development and Investor Relations, Direct: (416) 324-6014, Email:
hportmann@westerngoldfields.com


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