New Gold, Inc. (TSX:NGD) entered into a non-binding letter of intent to acquire Bayfield Ventures Corp. (TSXV:BYV) from MineralFields Group and others for CAD 16.6 million in stock on October 28, 2014. New Gold, Inc. (TSX:NGD) entered into a definitive agreement to acquire Bayfield Ventures Corp. (TSXV:BYV) from MineralFields Group and others for CAD 16.6 million in stock on November 10, 2014. Under the terms of the arrangement, Bayfield shareholders will receive 0.0477 of a New Gold common share for each Bayfield common share held and Bayfield's outstanding warrants will be adjusted based on the exchange ratio and become exercisable for New Gold common shares. New Gold, Inc. will issue stock for options. In case of termination, Bayfield agreed, under certain circumstances, to pay New Gold a termination fee of CAD 0.65 million. Bayfield also provided New Gold a right to match competing offers. As part of the transaction, New Gold will loan Bayfield up to CAD 0.3 million to cover transaction-related expenses which will be repayable in cash or Bayfield shares in the event Bayfield shareholders do not approve the transaction. On completion, Bayfield Shares will be delisted from the TSXV and the Frankfurt Exchange.

The transaction is subject to approval of 66 2/3% of Bayfield shareholders, the approval of the court, listing of new shares, dissenter's rights, execution of support agreement, exercise or cancellation of options and other standard regulatory approvals. The Board of Directors of Bayfield unanimously approved the transaction and recommends that Bayfield shareholders vote in favour of the arrangement. The Directors, officers and other shareholders of Bayfield, who hold approximately 3.3% of the issued and outstanding Bayfield shares, entered into voting and support agreements with New Gold pursuant to which they agreed to vote their Bayfield shares in favor of the arrangement. The transaction is expected to close in early 2015. Shareholders of Bayfield Ventures approved the transaction on December 29, 2014. Bayfield Ventures has applied to the Supreme Court of British Columbia for approval and the hearing is expected to take place on December 30, 2014. Assuming court approval is obtained and that all other conditions of the transaction are satisfied or waived, the transaction is expected to become effective on or around January 1, 2015.

Primary Capital Inc. acted as financial advisor and Lee Tupper of Tupper Jonsson and Yeadon acted as legal advisor to Bayfield. Gorden G. Plottel of Miller Thomson LLP acted as legal advisor to special committee of Bayfield. André Boivin of Cassels Brock & Blackwell LLP acted as legal advisor to New Gold, Inc. Kingsdale Shareholder Services Inc. acted as the proxy solicitor for Bayfield and will earn a fee of CAD 20,000 for its services as well as a CAD 50,000 success fee in the event the arrangement is completed. Computershare Investor Services Inc. acted as the depository bank for Bayfield Ventures Corp.

New Gold, Inc. (TSX:NGD) completed the acquisition of Bayfield Ventures Corp. (TSXV:BYV) from MineralFields Group and others on January 1, 2015.