Western Goldfields Shareholders Approve Business Combination with New Gold

    VANCOUVER and TORONTO, May 14 /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 Western Goldfields
shareholders have voted in favour of the previously announced business
combination between Western Goldfields and New Gold (the "Transaction") at a
special meeting of Western Goldfields shareholders held today in Toronto. The
Transaction was approved by 84.2% of the votes cast representing 59.4% of
Western Goldfields' outstanding shares. Yesterday, the Transaction was also
approved at a special meeting of New Gold shareholders.
    "We are extremely excited by the outcome of yesterday's and today's
shareholder votes and the fact that our shareholders, collectively, so
strongly support this transaction," said Randall Oliphant, Chairman of Western
Goldfields. "The integration process between the companies is already well
underway and we can't wait to utilize the strength of the combined board and
management together with our larger platform as an intermediate producer to
continue growing the value of this company."
    "As a combined company we will have three producing assets, a very
exciting, fully funded development project in New Afton and a strategic
interest in El Morro, all of which are located in mining friendly
jurisdictions," added Robert Gallagher, President and Chief Executive Officer
of New Gold. "We believe this collection of assets, with growing production
and cash flow, is a great base from which to continue pursuing our vision of
becoming a million ounce gold producer."
    The completion of the Transaction remains subject to 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 Goldfields

    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


    Certain information contained in this press release, including any
information relating to the proposed transaction and New Gold or Western
Goldfields 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
Goldfields 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 Goldfields' 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 Goldfields' 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 include that New Gold and Western Goldfields 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 Goldfields 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 Goldfields 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
Goldfields 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 Goldfields 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 Goldfields 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: 1 (888) 315-9715,
Email: info@newgold.com; For Western Goldfields: Hannes Portmann, Director,
Corporate Development and Investor Relations, Direct: (416) 324-6014, Email:

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