EX-99.1 2 beadell-varagreement.htm BEADELL LETTER MARCH 31, 2010 VARIATION AGREEMENT beadell-varagreement.htm


Exhibit 99.1
 

31 March 2010

Peak Mines Ltd., 0786244 B.C. Limited & New Gold Inc.
c/o New Gold Inc.
666 Burrard Street,
Suite 3110
Vancouver, British Columbia
V6C 2X8
CANADA

Dear Sirs

Variation: Agreement for the purchase and sale of quotas

This letter agreement is entered into by each of the parties to the agreement for the purchase and sale of quotas between Beadell Resources Limited, Beadell (Brazil) Pty Ltd., Beadell (Brazil 2) Pty Ltd., Peak Mines Ltd. , 0786244 B.C. Limited and New Gold Inc. dated 27 January 2010 (Sale Agreement).

Interpretation

Sections 1.2, 1.3, 1.6 and article 11 of the Sale Agreement are repeated in this letter agreement  with such amendments as are necessary for those repeated sections to apply to this letter agreement.

Variation

By this letter agreement, each of the parties to the Sale Agreement agree to vary the Sale Agreement, in accordance with section 1.8 of the Sale Agreement:
 
1.  
Replace the definition of "Financing" in section 1.1 with the following :
 
“”Financing" means an equity financing which results in Beadell raising net proceeds of (and receiving cleared funds of) not less than A$53,865,000";
 
2.  
In each of the definition of "Issued Beadell Shares" in section 1.1, the definition of "Minority Seller Amount" in section 1.1, section 2.1 (b)(iii), section 2.1 (c)(i) and in the third paragraph of the recitals, replace the numerals "$17,000,000" with the numerals "$16,000,000".
 
3.  
In section 2.1 (b) replace the numerals "$63,000,000" with the numerals "$53,000,000".
 
4.  
In the first paragraph of the recitals, replace the numerals "703,395,609" with the numerals "783,395,609".
 
5.  
In section 3.1 replace the reference to "3.5(f)" with "3.4(f)".
 
6.  
In section 9.7(a) replace the reference to "$2,000,000" with "$5,000,000".
 
7.  
In section 9.7(b) replace the reference to "$15,000,000" with "$10,000,000".
 

 
 
 

 
 

Condition Subsequent

This letter agreement shall immediately terminate and be of no further force and effect unless, on or before 5.00pm (Perth time) on the day 3 Business Days (as defined in the Sale Agreement) after the date of this letter agreement, Beadell advises the Sellers that binding applications have been received in respect of the Financing for at least A$57,000,000 in aggregate.

Miscellaneous

The Sale Agreement and this letter agreement shall together constitute and be read as one and the same written instrument.

Except as otherwise amended by the foregoing, the provisions of the Sale Agreement shall be and continue in full force and effect and are hereby confirmed.


Yours faithfully

/s/ Peter Bowler

Beadell Resources Limited

cc:          Cassels Brock & Blackwell LLP
Scotia Plaza,
Suite 2100, 40 King Street West
TORONTO, ONTARIO M5H 3C2
CANADA



 
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EXECUTED BY:
       
           
BREADELL (BRAZIL) PTY LTD.
BREADELL (BRAZIL 2) PTY LTD.
           
By:
/s/ Peter Bowler
 
By:
/s/ Peter Bowler
 
 
Name: Peter Bowler
   
Name: Peter Bowler
 
 
Title: Director
   
Title: Director
 
           
By:
/s/ Greg Barrett
 
By:
/s/ Greg Barrett
 
 
Name: Greg Barrett
   
Name: Greg Barrett
 
 
Title: Company Secretary
 
Title: Company Secretary
 
           
           
           
PEAK MINES LTD.
 
0786244 B.C. LIMITED
 
           
By:
/s/ Brian Penny
 
By:
/s/ Brian Penny
 
 
Name: Brian Penny
   
Name: Brian Penny
 
 
Title: Director
   
Title: Director
 
           
           
NEW GOLD INC.
       
           
By:
/s/ Brian Penny
       
 
Name: Brian Penny
       
 
Title: EVP & CFO