Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

UNDER NATIONAL INSTRUMENT 51-102

1.	Name and Address of Company
	New Gold Inc.
	666 Burrard Street, Suite 3110
	Vancouver, British Columbia  V6C 2X8
2.	Date of Material Change
	April 13, 2010
3.	News Release
	A news release with respect to the material change referred to in this report was issued on April 13, 2010 and subsequently filed on SEDAR and EDGAR.
4.	Summary of Material Change
	On April 13, 2010, New Gold Inc. announced that the closing of the previously disclosed sale of its Brazilian subsidiary Mineração Pedra Branca do Amapari Ltda., which holds the Amapari mine and related assets, to Beadell Resources Limited.
5.	Full Description of Material Change
	(All figures are in US dollars unless otherwise indicated)
	On April 13, 2010, New Gold Inc. (“New Gold”) announced that the closing of the previously disclosed sale of its Brazilian subsidiary Mineração Pedra Branca do Amapari Ltda. (“MPBA”), which holds the Amapari mine and related assets, to Beadell Resources Limited (“Beadell”). New Gold received $37 million in cash and $16 million in Beadell shares for total consideration of $53 million from the sale of MPBA, resulting in New Gold holding approximately 19.5% of Beadell’s shares outstanding.
6.	Reliance on Subsection 7.1(2) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information, contact Susan Toews, VP Legal Affairs and Corporate Secretary of New Gold Inc. at (604) 639-2003.
9.	Date of Report
	April 13, 2010