Re: 6.875% Senior Notes due 2032 of New Gold Inc.
(CUSIP: 644535 AJ5 / C62944 AE0; ISIN: US644535AJ57 / USC62944AE04)
Ladies and Gentlemen:
The undersigned holder of Notes hereby represents and warrants to Coeur Mining, Inc., a Delaware corporation (the “Company”), the Information Agent and Exchange Agent and RBC Capital Markets, LLC, as dealer manager and consent solicitation agent (the “Dealer Manager”), as follows and as set forth in box 2(a) and 2(b) and (if applicable) box 2(c):
(1) it is the beneficial owner, or is a representative acting on behalf of a beneficial owner, of 6.875% Senior Notes due 2032 (CUSIP: 644535 AJ5 / C62944 AE0; ISIN: US644535AJ57 / USC62944AE04) (the “Existing Notes”) of New Gold Inc., a corporation existing under the laws of the Province of British Columbia, Canada.
(2) it is, or in the event that the undersigned is a representative acting on behalf of a beneficial owner, the undersigned has received a written certification from the beneficial owner to the effect that the beneficial owner is, (as indicated with a checkmark) either:
(a) a “qualified institutional buyer,” (as defined in Annex A), that is acting for either (i) its own account or (ii) the accounts of other qualified institutional buyers, for which certification as qualified institutional buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter, in either case not with a view to, or for offer or sale in connection with, any distribution in violation of the U.S. Securities Act of 1933, as amended (the “Securities Act”); or
(b) a person that is located outside the United States and (i) is not a “U.S. person,” (as defined in Annex A), (ii) is not acting for the account or benefit of a U.S. person and (iii) and is a “Non-U.S. qualified offeree” (as defined in Annex A); and (if applicable)
(c) a “Canadian Eligible Holder” as defined in Annex B.
The undersigned understands that it is providing the information contained herein solely for purposes of the Company’s consideration of transactions with respect to the Existing Notes and that the Company, the Information Agent and Exchange Agent and the Dealer Manager may rely upon the truth and accuracy of your representations and warranties above. This letter is neither an offer nor a solicitation of an offer with respect to the Existing Notes nor does it create any obligations whatsoever on the part of the Company to make any offer or on the part of the undersigned to participate if an offer is made.
The undersigned agrees (1) not to copy or reproduce any part of any materials received in connection with any transaction the Company thereof may undertake or has undertaken, (2) not to distribute or disclose any part of such materials or any of their contents to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting, and (3) to notify the Company if any of the representations the undersigned makes in this letter cease to be correct. The undersigned acknowledges that the Company reserves the right to request any additional information it reasonably deems necessary for purposes of determining the undersigned’s eligibility to participate in certain transactions with respect to the Notes.
The undersigned acknowledges that if it is located in or resident of a province or territory of Canada it is required, in order to participate in the Exchange Offer and Consent Solicitation, to complete, sign and submit to the Exchange Agent a Canadian Eligibility Form, which is available from the Exchange Agent.
Very truly yours,