fs2010-qtr3.htm

Exhibit 99.1

Interim unaudited consolidated financial statements of

New Gold Inc.

September 30, 2010

(unaudited)

New Gold Inc.

September 30, 2010

Table of contents

Interim consolidated statements of operations	1


Interim consolidated statements of comprehensive income (loss)	2


Interim consolidated balance sheets	3


Interim consolidated statements of shareholders’ equity	4


Interim consolidated statements of cash flows	5


Notes to the interim consolidated financial statements	6-42

New Gold Inc.
Interim consolidated statements of operations
Three and nine month periods ended September 30,
(Expressed in thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
	Three months ended		Nine months ended
	September 30,			September 30,
	2010	2009	2010	2009
	$	$	$	$


Revenues	127,116	88,491	341,095	192,015
Operating expenses	(59,437)	(51,075)	(169,548)	(109,122)
Depreciation and depletion	(20,984)	(14,820)	(52,341)	(33,954)
Earnings from mine operations	46,695	22,596	119,206	48,939

Corporate administration	(7,009)	(5,527)	(23,689)	(15,299)
Business combination transaction costs	-	-	-	(6,583)
Exploration	(4,764)	(2,416)	(9,400)	(5,095)
Goodwill impairment charge	-	-	-	(189,634)

Income (loss) from operations	34,922	14,653	86,117	(167,672)
Other income (expense)
Realized and unrealized (loss) gain on gold contracts (Note 11 (a))	-	(905)	-	7,256
Realized and unrealized gain on fuel contracts (Note 11 (b))	-	-	-	797
Realized and unrealized gain on investments	2,126	5,288	7,018	14,987
Unrealized gain on prepayment option (Note 11)	10,916	-	11,568	-
Interest and other income	1,078	629	1,840	2,637
Gain on redemption of long-term debt	-	-	-	14,236
Interest and finance fees (Note 10(e))	(72)	(476)	(360)	(768)
Other expense	2	(715)	(2,063)	(715)
Loss on foreign exchange	(12,897)	(8,895)	(12,200)	(41,486)

Earnings (loss) before taxes	36,075	9,579	91,920	(170,728)
Income and mining taxes (Note 13)	(8,629)	(3,483)	(29,868)	(10,411)

Net earnings (loss) from continuing operations	27,446	6,096	62,052	(181,139)
Earnings (loss) from discontinued operations, (Note 8)	-	(1,995)	42,023	(5,527)
Net earnings (loss)	27,446	4,101	104,075	(186,666)

Earnings per share from continuing operations
Basic	0.07	0.02	0.16	(0.65)
Diluted	0.07	0.02	0.16	(0.65)

Earnings per share from discontinued operations
Basic	-	(0.01)	0.11	(0.02)
Diluted	-	(0.01)	0.10	(0.02)

Earnings per share
Basic	0.07	0.01	0.27	(0.67)
Diluted	0.07	0.01	0.26	(0.67)

Weighted average number of shares outstanding (Note 12(e))
(in thousands)
Basic	391,686	362,791	390,186	278,551
Diluted	401,564	370,727	399,628	278,551

(i) Stock option expense (a non-cash item included in corporate	1,779	1,909	6,379	4,846
administration)

See accompanying notes to the consolidated financial statements.

Page 1

New Gold Inc.
Interim consolidated statements of comprehensive income (loss)
Three and nine month periods ended September 30
(Expressed in thousands of U.S. dollars)
(Unaudited)
	Three months ended			Nine months ended
	September 30,			September 30,
	2010	2009	2010	2009
	$	$	$	$


Net earnings (loss)	27,446	4,101	104,075	(186,666)

Other comprehensive income (loss)
Unrealized losses on mark-to-market of gold contracts	(10,490)	(23,447)	(43,606)	(23,447)
Unrealized gains (losses) on mark-to-market of fuel contracts	228	(724)	(110)	(724)
Gain on available-for-sale securities (net of tax of $2,872)	23,118	-	20,104	-
Future income tax	3,760	9,427	17,826	9,427
Total other comprehensive income (loss)	16,616	(14,744)	(5,786)	(14,744)
Total comprehensive income (loss)	44,062	(10,643)	98,289	(201,410)

See accompanying notes to the consolidated financial statements.

Page 2

New Gold Inc.
Interim consolidated balance sheets
(Expressed in thousands of U.S. dollars)
(Unaudited)
	September 30,		December 31,
	2010		2009
		$	$
Assets
Current assets
Cash and cash equivalents		391,004	262,325
Restricted cash (Note 5)		-	9,201
Accounts receivable		8,528	10,345
Inventories (Note 6)		108,422	86,299
Future income and mining taxes		10,026	8,848
Current portion of mark-to-market gain on fuel contracts (Note 11)		256	706
Prepaid expenses and other		6,390	6,933
Current assets of operations held for sale (Note 8)		-	10,298
Total current assets		524,626	394,955

Investments (Note 7)		46,851	45,890
Mining interests (Note 9)		2,054,663	2,000,438
Future income tax asset		1,428	2,250
Reclamation deposits and other assets		29,227	17,646
Assets of operations held for sale (Note 8)		-	27,080
Total assets		2,656,795	2,488,259

Liabilities
Current liabilities
Accounts payable and accrued liabilities		56,001	36,033
Current portion of long-term debt (Note 10)		-	12,088
Current portion of mark-to-market loss on gold contracts (Note 11)		32,832	19,206
Income and mining taxes payable		20,575	15,677
Current liabilities of operations held for sale (Note 8)		-	10,414
Total current liabilities		109,408	93,418

Reclamation and closure cost obligations (Note 14)		22,639	19,889
Mark-to-market loss on gold contracts (Note 11)		100,481	76,780
Future income and mining taxes		308,633	316,426
Long-term debt (Note 10)		217,088	225,456
Deferred benefit (Note 9 (a))		46,276	-
Employee benefits and other		9,775	5,355
Liabilities of operations held for sale (Note 8)		-	19,890
Total liabilities		814,300	757,214

Shareholders' equity
Common shares (Note 12 (a))		1,822,785	1,810,865
Contributed surplus		84,225	82,984
Share purchase warrants (Note 12 (d))		150,656	150,656
Equity component of convertible debentures		21,604	21,604
Accumulated other comprehensive loss		(34,991)	(29,205)
Deficit		(201,784)	(305,859)
		(236,775)	(335,064)
Total shareholders' equity		1,842,495	1,731,045
Total liabilities and shareholders' equity		2,656,795	2,488,259

Commitments and contingencies (Note 21)

Approved by the Board

"Robert Gallagher"
Robert Gallagher, Director

"James Estey"
James Estey, Director

See accompanying notes to the consolidated financial statements.

Page 3

New Gold Inc.
Interim consolidated statements of shareholders' equity
Nine month periods ended September 30,
(Expressed in thousands of U.S. dollars, except share amounts)
(Unaudited)
	September 30,		September 30,
	2010		2009
		$	$
Common shares
Balance, beginning of period		1,810,865	1,321,110
Share issue costs		-	103,318
Shares issued for mineral properties		-	63
Acquisition of Western Goldfields		-	375,367
Exercise of options		11,920	4,599
Balance, end of period		1,822,785	1,804,457

Contributed surplus
Balance, beginning of period		82,984	65,409
Exercise of options		(5,138)	(2,776)
Acquisition of Western Goldfields (Note 4)		-	9,749
Stock-based compensation		6,379	4,846
Balance, end of period		84,225	77,228

Share purchase warrants
Balance, beginning of period		150,656	145,614
Acquisition of Western Goldfields (Note 4)		-	11,850
Balance, end of period		150,656	157,464

Equity component of convertible debentures		21,604	21,604

Accumulated other comprehensive loss
Balance, beginning of period		(29,205)	(406)
Net change in fair value of hedging instruments (Note 11)		(25,890)	(14,744)
Gain (loss) on available-for-sale investments		20,104	(1,160)
Balance, end of period		(34,991)	(16,310)

Deficit
Balance, beginning of period		(305,859)	(111,543)
Net earnings (loss)		104,075	(186,666)
Balance, end of period		(201,784)	(298,209)

Total shareholders' equity		1,842,495	1,746,234

See accompanying notes to the consolidated financial statements.

Page 4

New Gold Inc.
Interim consolidated statements of cash flows
Three and nine month periods ended September 30,
(Unaudited)
	Three months ended			Nine months ended
	September 30,			September 30,
	2010	2009	2010	2009
	$	$	$	$

Operating activities
Net earnings (loss)	27,446	4,101	104,075	(186,666)
Loss (earnings) from discontinued operations	-	1,995	(42,023)	5,527
Items not involving cash
Goodwill impairment charge	-	-	-	189,634
Unrealized gain on gold contracts	(2,013)	(1,177)	(6,178)	(9,338)
Unrealized (gain) loss on fuel contracts	55	104	238	(679)
Unrealized foreign exchange loss	12,897	4,427	12,200	36,361
Unrealized and realized gain on investments	(2,126)	(5,288)	(7,018)	(14,616)
Loss on disposal of assets	3	-	1,046	-
Depreciation and depletion	20,906	14,701	52,356	34,207
Stock option expense	1,779	1,909	6,379	4,846
Unrealized gain on prepayment option	(10,916)	-	(11,568)	-
Remediation costs incurred	(18)	-	(44)	-
Future income and mining taxes	(5,736)	(3,461)	(4,484)	(211)
Gain on redemption of long-term debt	-	-	-	(14,236)
Other	-	1,310	-	2,657
Change in non-cash working capital (Note 15)	(6,783)	(12,619)	(10,727)	(22,861)
Cash provided by continuing operations	35,494	6,002	94,252	24,625
Cash provided by (used in) discontinued operations	-	352	(1,696)	5,982

Investing activities
Mining interests	(34,244)	(16,470)	(87,980)	(76,353)
Purchase of short term investment	-	-	-	(5,996)
Cash acquired in business combination and asset acquisition (Note 4)	-	-	-	20,735
Reclamation deposits	(2)	-	(45)	-
Receipt of accrued interest on investments	-	-	-	4,716
Reduction of restricted cash	-	-	9,201	-
Proceeds from disposal of assets	78	-	272	-
Cash received in El Morro transaction, net of transaction costs	-	-	46,276	-
Investment in El Morro	-	-	(463,000)	-
Proceeds from settlement of investments	-	5,996	48,112	13,285
Cash used in continuing operations	(34,168)	(10,474)	(447,164)	(43,613)
Cash provided by (used in) discontinued operations	-	(788)	34,410	(2,054)

Financing activities
Common shares issued	-	103,826	-	103,982
Repayment of short-term borrowings	-	(3,092)	-	(7,841)
Exercise of options to purchase common stock	379	-	6,789	-
El Morro loan	-	-	463,000	-
Repayment of long-term debt	-	-	(27,235)	(25,575)
Cash provided by continuing operations	379	100,734	442,554	70,566
Cash used in discontinued operations	-	-	-	(7,000)

Effect of exchange rate changes on cash and cash equivalents	13,207	6,255	5,497	8,995

Increase in cash and cash equivalents	14,912	102,081	127,853	57,501
Cash and cash equivalents, beginning of period	376,092	141,088	263,151	185,668
Cash and cash equivalents, end of period	391,004	243,169	391,004	243,169

Comprised of
Cash and cash equivalents of continuing operations	391,004	242,586	391,004	242,586
Cash and cash equivalents of discontinued operations	-	583	-	583
	391,004	243,169	391,004	243,169

Cash and cash equivalents are comprised of
Cash	120,133	63,496	120,133	63,496
Short-term money market instruments	270,871	179,673	270,871	179,673
	391,004	243,169	391,004	243,169

Supplemental cash flow information (Note 15)

See accompanying notes to the consolidated financial statements.

Page 5

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

1.	Description of business and nature of operations

New Gold Inc. (the “Company”) and its wholly owned subsidiaries are gold producers engaged in gold mining and related activities including acquisition, exploration, extraction, processing and reclamation. The Company’s assets are comprised of the Mesquite Mine in the United States (“U.S.”), the Cerro San Pedro Mine in Mexico, and the Peak Mine in Australia. Significant development projects include the New Afton copper-gold project in Canada and a 30% interest in the El Morro copper-gold project in Chile. On April 13, 2010, New Gold Inc. disposed of its interest in the Amapari Mine in Brazil as described in Note 8.

In the second quarter of 2009, the Company completed a business combination (“Business Combination” see Note 4) with Western Goldfields Inc. (“Western Goldfields”). The Business Combination was completed by way of plan of arrangement that was approved by the New Gold and Western Goldfields shareholders on May 13 and May 14, 2009, respectively and which received final court approval on May 27, 2009. May 27, 2009 was determined to be the date of acquisition and these interim consolidated financial statements include the results of Western Goldfields from May 27, 2009 onward.

In 2009, the Amapari Mine was classified as a discontinued operation and therefore all financial results for this mine have been presented separately from continuing operations for current and comparative periods (see Note 8). Prior period comparative figures have been reclassed to conform to current period presentation. As described in Note 8, on April 13, 2010, the Company disposed of its interest in the Amapari Mine.

2.	Summary of significant accounting policies

These unaudited interim consolidated financial statements have been fairly presented prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The preparation of interim financial information is based on accounting principles and practices consistent with those used in the preparation of the audited annual financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2009, as they do not contain all disclosures required by Canadian GAAP for annual statements.

(a)

Basis of presentation and principles of consolidation

These interim consolidated financial statements include the accounts of the Company and all of its subsidiaries. In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present fairly the financial position as at September 30, 2010 and December 31, 2009 and results of operations and comprehensive income, shareholders’ equity and cash flows for the three and nine months ended September 30, 2010 and 2009, have been made.

The principal subsidiaries of the Company as of September 30, 2010 are as follows:

Subsidiary	Interest

Metallica Resources Inc.	100%
Metallica Resources Alaska Inc.	100%
Minera Metallica Resources Chile Limitada	100%
Minera San Xavier, S.A. de C.V.	100%
Peak Gold Mines Pty Ltd	100%
Inversiones El Morro Limitada	100%
Western Goldfields Inc.	100%
Western Goldfields (USA) Inc.	100%
Western Mesquite Mines Inc.	100%

Page 6

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

2.	Summary of significant accounting policies (continued)

(a)

Basis of presentation and principles of consolidation (continued)

Variable interest entities (“VIE’s”) as defined by the Accounting Standards Board in Accounting Guideline (“AcG”) 15, Consolidation of Variable Interest Entities, are entities in which equity investors do not have the characteristics of a “controlling financial interest” or there is not sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. VIE’s are subject to consolidation by the primary beneficiary who will absorb the majority of the entities’ expected losses and/or expected residual returns. The Company has determined that it does not have any investments that qualify as VIE’s. All intercompany transactions and balances are eliminated.

(b)

Use of estimates

The preparation of interim consolidated financial statements in conformity with Canadian GAAP requires the Company’s management to make estimates and assumptions about future events that affect the amounts reported in the interim consolidated financial statements and related notes to the financial statements. Actual results may differ from those estimates.

The preparation of interim consolidated financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant estimates used in the preparation of these interim consolidated financial statements include, but are not limited to, the recoverability of accounts receivable and investments, measurement of revenue and accounts receivable, the quantities of material on leach pads and in circuit and the recoverable gold in this material used in determining the estimated net realizable value of inventories, the proven and probable ore reserves and resources and the related depletion and amortization, the estimated tonnes of waste material to be mined and the estimated recoverable tonnes of ore from each mine area, the assumptions used in the accounting for stock-based compensation, valuation of warrants, valuation of embedded derivatives, valuation of derivative instruments, valuation of investments, the provision for income and mining taxes and composition of future income and mining tax assets and liabilities, the expected economic lives of and the estimated future operating results and net cash flows from mining interests, the anticipated costs of reclamation and closure cost obligations, and the fair value of assets and liabilities acquired in business combinations.

3.	Future changes in accounting policies

International Financial Reporting Standards (“IFRS”)

In February 2008, the Canadian Accounting Standards Board confirmed January 1, 2011 as the date IFRS will replace current Canadian GAAP for publicly accountable enterprises. This will result in the Company reporting under IFRS starting with the interim period ending March 31, 2011, with restatement for comparative purposes of amounts reported under Canadian GAAP. The Company expects the transition to IFRS to impact accounting policies, financing reporting, IT systems and processes, as well as certain business activities.

4.	Business combination

On March 4, 2009, the Company announced that it had entered into a definitive agreement to acquire all of the outstanding common shares of Western Goldfields. Under the agreement, the Company exchanged one common share and nominal cash consideration for each common share of Western Goldfields. The Business Combination received final court approval on May 27, 2009.

Page 7

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

4. Business combination (continued)

142,796,000 common shares issued to Western Goldfields’ shareholders were valued at a $2.63 per share. The value per share was determined using the May 27, 2009 closing share price of New Gold. Holders of options, warrants and other convertible instruments of Western Goldfields exchanged such equity instruments for similar securities of New Gold at an exchange rate of one to one.

Certain prior year figures represent the preliminary allocation of the purchase price as the final allocation was not complete at that time. The final allocation of the purchase price based on the consideration paid and on Western Goldfields net assets acquired is as follows:

	$
Issuance of New Gold shares (142,796,000 common shares)	375,554
Fair value of options issued	9,949
Fair value of warrants issued	11,850
Purchase consideration	397,353

Net assets acquired
Net working capital (including cash of $20,735)	39,427
Plant and equipment	102,693
Mining interest	234,479
Reclamation deposits	8,978
Other assets	1,790
Fair value of gold contracts	(50,960)
Long-term debt	(56,984)
Reclamation and closure costs obligations	(5,221)
Future income taxes	(68,948)
Goodwill	192,099
	397,353

For purposes of these interim consolidated financial statements the purchase consideration has been allocated to the fair value of assets acquired and liabilities assumed, including allocation of mining interest to depletable and non-depletable properties, based on management’s best estimates and available information at the time of the Business Combination.

5. Restricted cash

On February 26, 2010, the Company repaid the Mesquite Mine term loan facility as described in Note 10(c). Under the terms of that term loan facility, the Company was required to set aside an amount equal to the debt service amounts (principal and interest) payable on the next repayment date as set out in the amended credit agreement dated October 7, 2009. Interest earned on the debt service reserve account was for the account of the Company. As a result of the repayment of the term loan, the restricted cash balance was released to the Company for its general use resulting in restricted cash of $nil at September 30, 2010 (December 31, 2009 - $9.2 million).

Page 8

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

6.	Inventories

	September 30,	December 31,
	2010	2009
	$	$

Heap leach ore	64,233	58,169
Work-in-process	20,099	13,907
Finished goods	6,127	4,819
Stockpiled ore	54	55
Supplies	17,909	9,349
	108,422	86,299

The amount of inventories recognized in operating expenses for the three and nine months ended September 30, 2010 is $56.5 million and $160.4 million (2009 - $50.1 million and $100.7 million). There were no write-downs or reversals of write-downs during the periods.

7.	Investments

(a)

Available for Sale Securities

The Company acquired 115 million shares of Beadell Resources Limited (“Beadell”) as partial consideration for the sale of our interest in Amapari on April 13, 2010 (Note 8). Beadell is an Australian listed gold-focused company with exploration and development assets in Western Australia and Brazil. Beadell’s shares are publicly traded on the Australian Stock Exchange. The Company holds approximately 18.5% of Beadell’s outstanding shares as a result of the Amapari disposition. As a condition of closing, the Company is restricted from trading the shares for a period of one year due to a voluntary escrow arrangement. The Company has designated its investment in Beadell as an available-for-sale financial asset with the changes in the fair value being included in other comprehensive income.

The fair value of the Beadell shares received on the transaction date of April 13, 2010 was $18.6 million. The shares were valued using the Beadell ask price on April 13, 2010. The fair value of the Beadell shares at September 30, 2010 was $41.6 million, resulting in an unrealized gain of $23.1 million (net of tax of $2.9 million) for the three months ended September 30, 2010 and an unrealized gain of $20.1 million (net of tax of $2.9 million) for the nine months ended September 30, 2010. This gain was recorded in other comprehensive income.

(b)

Asset Backed Commercial Paper

The Company owns $20.3 million (Cdn$20.9 million) (December 31, 2009 – $99.4 million (Cdn$104.0 million)) of face value of long-term asset backed notes (“AB Notes”). These AB Notes were issued as replacement of asset backed commercial paper (“ABCP”) formerly held by the Company. When the ABCP matured but was not redeemed in 2007, it became the subject of a restructuring process that replaced the ABCP with long-term asset backed securities. The restructuring was completed and the AB Notes were issued on January 21, 2009. The Company has designated the investments as held-for-trading financial instruments.

The table below summarizes the Company’s valuations at September 30, 2010 and December 31, 2009.

Page 9

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

7.	Investments (continued)

(b)

Asset Backed Commercial Paper (continued)

	September 30,		December 31
	2010		2009
		Fair		Fair
	Face	value	Face	value	Expected
Restructuring categories	value	estimate	value	estimate	maturity date
	$	$	$	$
	(millions)	(millions)	(millions)	(millions)
MAV 2 Notes
A1 (rated A)	-	-	66.7	39.3
A2 (rated A)	-	-	12.7	5.9
B	5.6	1.9	5.5	0.5	December 31, 2016
C	4.2	0.2	4.1	-	December 31, 2016
Traditional asset tracking notes
MAV3 - Class 9	0.1	0.1	0.1	0.1	September 12, 2015
Ineligible asset tracking notes
MAV2 - Class 3/13	10.4	3.0	10.3	0.1	December 20, 2012 to October 24, 2016
	20.3	5.2	99.4	45.9

At September 30, 2010, the AB Notes have been valued based on bid prices for these assets received from dealers and brokers active in the AB Notes market. The Company receives the bid prices on a regular and recurring basis from a number of sources. The bid prices received for the MAV 2 B notes have ranged from 33% to 35% of face value. The Company believes that 34% is the best estimate of fair value for these notes. The bid prices received for the MAV 2 C notes have been approximately 5% of the face value which the Company has used to fair value these notes. The MAV 2 Class 3 and 13 tracking notes are valued using the same methodology and are valued at approximately 0.25% and 33% respectively.

8.	Discontinued operations

On January 2, 2009, the Company placed the Amapari Mine on care and maintenance. Mining at the Amapari Mine was suspended and leaching of stacked material continued until April 2009 at which time leaching operations were suspended. On January 27, 2010, the Company announced the signing of an agreement to sell its Brazilian subsidiary Mineracao Pedra Branca do Amapari Ltda., which holds the Amapari Mine and other related assets, to Beadell. Beadell is an Australian listed gold-focused company with exploration and development assets in Western Australia and Brazil. The transaction closed on April 13, 2010. Proceeds to the Company were $37.0 million in cash and 115.0 million Beadell shares valued at $18.6 million. New Gold currently holds approximately 18.5% of Beadell shares outstanding. The Company has designated its investment in Beadell as an available for sale financial asset with the changes in the fair value being included in other comprehensive income. The Company recorded an after tax gain of $41.7 million on disposition of its interest in Amapari, net of pre-tax transaction costs of $1.5 million.

Page 10

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

8.	Discontinued operations (continued)

Assets and liabilities pertaining to the Amapari Mine are as follows:

	September 30,	December 31
	2010	2009
	$	$

Current assets	-	10,298
Non-current assets	-	27,080
Current liabilities	-	(10,414)
Long-term liabilities	-	(19,890)
	-	7,074

The Amapari Mine was classified as an asset held for sale on the consolidated balance sheets.

The consolidated statements of operations have separately presented the net earnings from discontinued operations for the three and nine months ended September 30, 2010 and 2009. Revenues, earnings before taxes and net earnings for the three and nine months ended are as follows:

	Three months ended,		Nine months ended,
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$

Revenue	-	359	2,746	17,287
Earnings before taxes	-	(1,995)	42,023	(5,527)
Net earnings	-	(1,995)	42,023	(5,527)

The cash flows from discontinued operations for the three and nine months ended September 30, 2010 and 2009 are as follows:

	Three months ended,		Nine months ended,
	September 30,		September 30,
	2010	2009	2010	2009
	$	$		$

Operating activities	-	352	(1,696)	5,982
Investing activities	-	(788)	34,410	(2,054)
Financing activities	-	-	-	(7,000)
Decrease in cash and cash equivalents
from discontinued operations	-	(436)	32,714	(3,072)

Page 11

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9.	Mining interests

Mining interests consists of the following:

		September 30, 2010
		Accumulated
		depreciation	Net book
	Cost	and depletion	value
	$	$	$

Mining properties	1,819,590	74,140	1,745,450
Plant and equipment	381,108	71,895	309,213
	2,200,698	146,035	2,054,663

		December 31, 2009
		Accumulated
		depreciation	Net book
	Cost	and depletion	value
	$	$	$

Mining properties	1,744,236	43,464	1,700,772
Plant and equipment	348,078	48,412	299,666
	2,092,314	91,876	2,000,438

The Company capitalized $6.3 million and $18.7 million of interest for the three and nine months ended September 30, 2010 (2009 - $6.3 million and $17.2 million) related to the New Afton project.

A summary of net book value by property is as follows:

		Mining properties
		Non-		Plant and	September 30	December 31
	Depletable	depletable	Total	equipment	2010	2009
	$	$	$	$	$	$

Mesquite Mine	170,352	45,313	215,665	97,901	313,566	322,426
Cerro San Pedro Mine	213,628	84,822	298,450	70,464	368,914	383,860
Peak Mine	62,415	61,506	123,921	61,094	185,015	178,203
New Afton Project	-	698,424	698,424	78,712	777,136	706,307
El Morro Project (a)	-	383,602	383,602	-	383,602	383,347
Other projects	-	25,388	25,388	-	25,388	25,273
Corporate	-	-	-	1,042	1,042	1,022
	446,395	1,299,055	1,745,450	309,213	2,054,663	2,000,438

(a)	Chile - El Morro project (“El Morro”)

The Company owns a 30% interest in the El Morro copper-gold project which is an advanced stage copper-gold project located in the Atacama region of north-central Chile. Goldcorp Inc. (“Goldcorp”) holds the remaining 70% interest in the project after completion of the Acquisition and Funding Agreement (the “Agreement”) with the Company on February 16, 2010. Prior to this date, Xstrata Copper Chile S.A. (“Xstrata”) was the 70% owner in the project.

On October 12, 2009, Barrick Gold Corporation (“Barrick”) and Xstrata entered into a sale agreement for Xstrata’s 70% interest in the El Morro Project for a total cash consideration of $463.0 million subject to the expiry or cancellation of the right of first refusal held by the

Page 12

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9.	Mining interests (continued)

(a)	Chile - El Morro project (“El Morro”) (continued)

Company. On January 7, 2010 the Company provided notice to Xstrata of the exercise of its right of first refusal to acquire 70% of the El Morro Project for $463.0 million.

On February 16, 2010, the 70% interest in the El Morro Project was acquired by a wholly owned subsidiary of the Company and the acquisition was funded by a $463.0 million loan from Goldcorp as contemplated under the Agreement. The completion of the remaining transactions under the Agreement with Goldcorp resulted in a Goldcorp subsidiary now holding the 70% interest in the El Morro Project with the Company retaining its original 30% interest in the project.

The Agreement with Goldcorp also modified the terms of the shareholders agreement between the 70% interest holder and the 30% interest holder. The modified terms include:

The Company received $50.0 million and Goldcorp assumed the loan upon completion of this transaction. The Company has recorded the $50.0 million, net of $3.7 million of transaction costs, as a deferred benefit which will be amortized into income over the life of the revised terms of the shareholders’ agreement.

·	A change to the funding agreement whereby Goldcorp will fund 100% of the Company’s program funding share until commercial production is reached. The Goldcorp funding will be interest bearing at U.S. 7-year Treasury Rate plus 1.87% and is compounded monthly.

·	The Company will be entitled to a penalty payment of $1.5 million per month up to a maximum of $36.0 million if the construction on the El Morro Project does not commence within 60 days of receipt of required permits and approvals.

10.	Long-term debt

Long-term debt consists of the following:

	September 30,	December 31
	2010	2009
	$	$

Senior secured notes (a)	172,761	169,044
Subordinated convertible debentures (b)	40,415	37,609
Term loan facility (c)	-	27,235
El Morro project funding loan (d)	3,912	3,656
	217,088	237,544
Less: Current portion of term loan facility	-	(12,088)
	217,088	225,456

(a)	Senior secured notes

The face value of the senior secured notes (“Notes”) at September 30, 2010 was $181.6 million (Cdn$187.0 million) (2009 - $174.4 million (Cdn$187.0 million)).

The Company has the right to redeem the Notes in whole or in part at any time prior to June 27, 2017 at a price ranging from 120% to 100% (decreasing based on the length of time the Notes are outstanding) of the principal amount of the Notes to be redeemed. At September 30, 2010 the redemption price was 110% and is scheduled to decrease to 105% on June 28, 2011. The early redemption feature in the Notes qualifies as an embedded derivative that must be bifurcated for reporting purposes. At September 30, 2010, the fair

Page 13

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

10.	Long-term debt (continued)

(a)	Senior secured notes (continued)

value of the derivative asset was determined to be $11.6 million (2009 - $nil). The Company has recorded the fair value of the derivative asset in other assets. The change in the fair value has resulted in a gain of $10.9 million and $11.6 million for the three and nine months ended September 30, 2010 respectively.

(b)	Subordinated convertible debentures

The face value of the subordinated convertible debentures (“Debentures”) at September 30, 2010 was $53.4 million (Cdn$55.0 million) (2009 - $51.3 million (Cdn$55.0 million)).

In 2007, NGI issued 55,000 Debentures for an aggregate principal amount of Cdn$55.0 million. The Debentures, which were issued pursuant to a Debenture Indenture dated June 28, 2007 (the “Debenture Indenture”), each have a principal amount of $1,000, bear interest at a rate of 5% per annum and are convertible by the holders into common shares of the Company at any time up to June 28, 2014 at a conversion price of Cdn$9.35 per share. The Debentures do not allow forced conversion by the Company prior to January 1, 2012 but after that date, the Company may redeem the Debentures if the market price of the Company’s shares is at least 125% of the conversion price.

The Debentures are classified as compound financial instruments for accounting purposes because of the holder conversion option. Interest is payable in arrears in equal semi-annual installments on January 1 and July 1 in each year. The Debenture Indenture provides that in the event of a change of control of the Company, as defined therein, where 10% or more of the aggregate purchase consideration is cash, the Company must offer to either: (i) redeem the outstanding Debentures at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest up to but excluding the date of redemption; or, (ii) convert the outstanding Debentures into common shares at conversion prices ranging from Cdn$7.48 at inception to Cdn$9.35, based on a time formula specified in the Debenture Indenture. The

Debentures are subordinate to the Notes and any secured indebtedness incurred subsequent to the issue of the Debentures.

At the time of acquisition by the Company, the Company allocated $34.5 million of the $56.2 million fair value as a liability based on the fair value of a similar debt instrument without an associated conversion option. The similar debt instrument was assumed to have an interest rate of 8% at the time of acquisition. The equity component was valued using the Black-Scholes model with the following assumptions: no dividends paid, volatility of 60%, risk free interest rate of 3.45% and expected life of six years. The debt component of the Debentures will be accreted over the expected term to maturity using the effective interest method.

The Debenture Indenture requires the Company to comply with certain reporting and other non-financial covenants. The debentures are unsecured and subordinate to the notes and any secured indebtedness incurred subsequent to the issue of the debentures.

(c)	Term loan facility

As part of the Business Combination (Note 4) in 2009, the Company acquired a term loan facility with a syndicate of banks under which the Company could borrow up to $105.0 million in connection with the development of the Mesquite Mine. The term of the facility was until December 31, 2014 and comprised a multiple-draw term loan of which $86.3 million was drawn for the development of the Mesquite Mine. The facility was secured by all of the assets of the Company’s wholly-owned subsidiary, Western Mesquite Mines Inc. (“WMMI”), and a pledge of the shares of WMMI owned by the Company. In addition, until reaching a defined completion point, the facility was guaranteed by Western Goldfields.

Page 14

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

10.	Long-term debt (continued)

(c)	Term loan facility (continued)

On February 26, 2010 the Company retired the term loan facility by paying the total outstanding principal of $27.2 million. The facility cannot be redrawn, however the covenants and security remain in place until the gold hedging contracts, as described in Note 11(a) are fully delivered by the end of 2014 or monetized at an earlier date. With the retirement of the term loan facility, the Company is able to monetize the gold hedge at its discretion.

(d)	El Morro project funding loan

Prior to completion of the Agreement with Goldcorp on February 16, 2010, Xstrata had agreed to fund 70% of the Company’s program funding commitments on El Morro (Note 9) until commencement of commercial production. These amounts, plus interest, would be repaid out of 80% of the Company’s distributions once El Morro was in production. Interest was based on the lower of the Xstrata cost of financing plus 100 basis points and the Chilean prescribed government rate and was compounded monthly. As of December 31, 2009, Xstrata had funded $3.7 million of the Company’s funding commitments. On February 16, 2010 the funding agreement was amended whereby Goldcorp has agreed to fund 100% of the Company’s program funding commitments on El Morro until commencement of commercial production. These amounts, plus interest, will be repaid out of 80% of the Company’s distributions once El Morro is in production. Interest is based on the U.S. 7-year Treasury Rate plus 1.87% and is compounded monthly. As of December 31, 2009, Xstrata had funded $3.7 million of the Company’s funding commitments and Goldcorp assumed this loan at the new, lower interest rate from February 16, 2010. The loan is secured against all rights and interests of the Company’s El Morro subsidiaries, including a pledge of the El Morro shares.

(e)	Interest expense

Interest expense for the three and nine months ended September 30, 2010 and 2009 is composed of the following:

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$

Interest	5,239	6,053	15,887	15,372
Non-cash interest charges	1,064	795	3,127	2,622
	6,303	6,848	19,014	17,994
Less: Interest capitalized to mining interests	(6,231)	(6,372)	(18,654)	(17,226)
	72	476	360	768

Page 15

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11.	Derivative instruments

The following tables summarize derivative related liabilities and assets:

		Asset derivatives
	September 30	December 31
	2010	2009
	$	$
Derivatives classified as hedging instruments
for accounting purposes
Fuel contracts	256	706
	256	706
Less: Current portion	(256)	(706)
	-	-

		Liability derivatives
	September 30,	December 31
	2010	2009
	$	$
Derivatives classified as hedging instruments
for accounting purposes
Gold hedging contracts	133,313	95,986
	133,313	95,986
Less: Current portion	(32,832)	(19,206)
	100,481	76,780

The following table summarizes realized derivative gains (losses) for the three and nine months ended September 30, 2010 and 2009.

	Three months ended		Nine months ended
	September 30		September 30,
	2010	2009	2010	2009
	$	$	$	$
Derivatives classified as hedging instruments for
accounting purposes
Gold hedging contracts	(5,141)	(598)	(12,676)	(598)
Fuel contracts	(40)	(71)	23	(71)
	(5,181)	(669)	(12,653)	(669)

Prior to qualifying for hedge accounting on July 1, 2009, realized gains (losses) were classified in other income. After qualifying for hedge accounting, the Company classifies realized gains (losses) for gold hedging contracts in revenue and fuel contracts in operating expenses.

Page 16

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11.	Derivative instruments (continued)

The following table summarizes unrealized derivative gains for the three and nine months ended September 30, 2010 and 2009. Refer to Note 10 (a).

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$
Derivatives not classified as hedging instruments for
accounting purposes
Prepayment option	10,916	-	11,568	-
	10,916	-	11,568	-

For the three and nine months ended September 30, 2010 and 2009 there were no unrealized derivative gains (losses) recorded in earnings for derivatives classified as hedging instruments for accounting purposes.

The following table summarizes derivative gains (losses) in other comprehensive income for the three and nine months ended September 30, 2010 and 2009.

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$
Effective portion of change in fair value of hedging
instruments
Gold hedging contracts	(10,490)	(23,447)	(43,606)	(23,447)
Fuel contracts	228	(724)	(110)	(724)
Future income tax	3,760	9,427	17,826	9,427
	(6,502)	(14,744)	(25,890)	(14,744)

The net amount of existing losses arising from the unrealized fair value of the Company’s gold hedging contracts and fuel contracts, which are derivatives that are designated as cash flow hedges and are reported in other comprehensive income, would be reclassified to net earnings as contracts are settled on a monthly basis. The amount of such reclassification would be dependent upon fair values and amounts of the contracts settled. At September 30, 2010, the Company’s estimate of the net amount of existing derivative gains (losses) arising from the unrealized fair value of derivatives designated as cash flow hedges, which are reported in other comprehensive income and are expected to be reclassified to net earnings in the next twelve months, excluding tax effects, is $(24.0) million for gold hedging contracts and $0.1 million for fuel contracts.

(a)	Gold hedging contracts

Under the terms of the term loan facility (Note 10 (c)), Western Mesquite Mines Inc. was required, as a condition precedent to drawdown the loan, to enter into a gold hedging program acceptable to the banking syndicate. As such, the Company executed gold forward sales contracts for 429,000 ounces of gold at a price of $801 per ounce. The hedging contracts represent a commitment of 5,500 ounces per month for 78 months that commenced July 2008

Page 17

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11.	Derivative instruments (continued)

(a)	Gold hedging contracts (continued)

with the last commitment deliverable in December 2014. The Company settles these contracts, at the Company’s option, by physical delivery of gold or on a net financial settlement basis. At September 30, 2010, the Company had remaining gold forward sales contracts for 280,500 ounces of gold at a price of $801 per ounce at a remaining commitment of 5,500 ounces per month for 51 months.

On July 1, 2009, the Company’s gold hedging contracts were designated as cash flow hedges. Prospective and retrospective hedge effectiveness is assessed on these hedges using a hypothetical derivative method. The hypothetical derivative assessment involves comparing the effect of theoretical shifts in forward gold prices on the fair value of both the actual hedging derivative and a hypothetical derivative. The retrospective assessment involves comparing the effect of historic changes in gold prices each period on the fair value of both the actual and hypothetical derivative. The effective portion of the gold contracts is recorded in other comprehensive income until the forecasted gold sale impacts earnings. Where applicable, the fair value of the derivative has been adjusted to account for the Company’s credit risk.

(b)	Fuel contracts

The Company assumed fuel hedge contracts that represented a total commitment of 3.0 million gallons of fuel per year at weighted average prices of $1.75 and $1.94 per gallon in 2009 and 2010 upon the completion of the Western Goldfields business combination. The Company is financially settling 252,000 gallons of diesel per month. At September 30, 2010, the Company had a remaining commitment of 0.75 million gallons of diesel over the next 3 months.

On July 1, 2009, the Company’s fuel contracts were designated as cash flow hedges against forecasted purchases of fuel for expected consumption at the Mesquite Mine. Prospective and retrospective hedge effectiveness is assessed using the hypothetical derivative method. The prospective test is based on regression analysis of the month-on-month change in fair value of both the actual derivative and a hypothetical derivative caused by actual historic changes in commodity prices over prior periods. The retrospective test involves comparing the effect of historic changes in commodity prices each period on the fair value of both the actual and hypothetical derivative. The effective portion of changes in fair value of the commodity contracts is recorded in other comprehensive income until the forecasted transaction impacts earnings. Where applicable, the fair value of the derivative has been adjusted to account for the Company’s credit risk.

Page 18

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital

At September 30, 2010, the Company had unlimited authorized common shares and 391,762,000 common shares outstanding.

(a)	Common shares issued

	Number
	of shares
	(000's)	$

Balance, December 31, 2008	212,841	1,321,110
Shares issued (i)	30,705	103,122
Shares issued for mineral properties ((ii) and (iii))	25	63
Acquisition of Western Goldfields (iv)	142,796	375,367
Exercise of options (v)	2,448	11,203
Balance, December 31, 2009	388,815	1,810,865
Exercise of options (vi)	2,947	11,920
Balance, September 30, 2010	391,762	1,822,785

(i)

On September 11, 2009, the Company closed a bought deal public offering of 26,700,000 common shares and the underwriters’ exercise in full of an over-allotment option to purchase an additional 4,005,000 common shares granted the Company in connection with such offering at a price of $3.49 per share (Cdn$3.75 per share) for total gross proceeds of $107.2 million (Cdn$115.0 million). The Company incurred related share issuance costs of $4.1 million.

(ii)	On August 31, 2009, the Company issued 5,000 common shares valued at $17,000 related to other exploration projects.

(iii)

On February 27, 2009, the Company issued 20,000 common shares valued at $46,000 related to other exploration projects

(iv)

On May 27, 2009, the Company issued 142,796,000 common shares to effect the acquisition of Western Goldfields, as described in Note 4. These shares were issued at the closing share price of the Company on May 27, 2009, the transaction completion date, of $2.63 per share for total consideration of $375.4 million.

(v)	During the year ended December 31, 2009, 2,448,000 common shares were issued pursuant to the exercise of stock options. The Company received proceeds of $5.4 million from these exercises and transferred $5.8 million from contributed surplus.

(vi)	During the nine months ended September 30, 2010, 2,947,000 common shares were issued pursuant to the exercise of stock options. The Company received proceeds of $6.8 million from these exercises and transferred $5.1 million from contributed surplus.

Page 19

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital (continued)

(a)	Stock options

The following table presents the changes in the stock options.

		Weighted
		average
	Number of	exercise
	options	price
	(000's)	Cdn$

Balance, December 31, 2008	8,990	6.94
Options assumed on acquisition of Western
Goldfields	5,699	1.58
Granted	5,762	3.02
Exercised	(2,448)	2.29
Cancelled	(2,679)	6.27
Balance, December 31, 2009	15,324	4.34
Granted	2,554	4.56
Exercised	(2,947)	2.42
Cancelled	(1,511)	8.08
Balance, September 30, 2010	13,420	4.38

The following table summarizes information about the stock options outstanding at September 30, 2010.

		Options outstanding		Options exercisable
	Weighted
	average		Weighted		Weighted
	remaining	Number of	average	Number of	average
Exercise	contractual	stock options	exercise	options	exercise
prices	life (years)	outstanding	price	exercisable	price
Cdn$		(000's)	Cdn$	(000's)	Cdn$

0.34 - 0.99	3.39	1,061	0.73	1,061	0.73
1.00 - 1.99	2.94	594	1.70	594	1.70
2.00 - 2.99	4.70	1,923	2.59	771	2.42
3.00 - 3.99	5.20	3,529	3.27	1,261	3.34
4.00 - 4.99	6.10	2,200	4.39	92	4.44
5.00 - 5.99	3.39	815	5.65	519	5.53
6.00 - 6.99	2.04	701	6.36	701	6.36
7.00 - 7.99	2.57	1,692	7.69	1,478	7.66
8.00 - 8.99	-	-	-	-	-
9.00 - 9.99	1.47	707	9.30	707	9.30
10.00 - 11.00	0.66	198	11.00	198	11.00
0.34 - 11.00	4.16	13,420	4.38	7,382	4.84

The Company granted 2,258,000 stock options on January 27, 2010, 196,000 on May 11, 2010 and 100,000 on August 10, 2010 to employees, officers and directors. These options have an exercise price of Cdn$4.39, Cdn$5.93 and Cdn$5.70 respectively. These options vest over a three year period and have a contractual life of five to seven years from date of grant. The value was determined using the Black-Scholes pricing model. A weighted average

Page 20

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital (continued)

(b)	Stock options (continued)

grant-date fair value of Cdn$3.05 was calculated using the following weighted average assumptions: no dividends are to be paid; volatility of 70%, risk free interest rate of 2.80%, and expected life of 6.9 years

The Company granted 2,306,000 stock options on February 17, 2009, 3,394,000 on June 2, 2009 and 62,000 on November 2, 2009 to employees, officers and directors. These options have an exercise price of Cdn$2.71, Cdn$3.21 and Cdn$3.92, respectively. The options vest over a three year period and have a contractual life of five to seven years from date of grant. The value was determined using the Black-Scholes pricing model. A weighted average grant-date fair value of Cdn$1.72 was calculated using the following weighted average assumptions: no dividends are to be paid; volatility of 56%, risk free interest rate of 2.42%, and expected life of 6.8 years.

5,699,000 stock options were assumed on June 2, 2009 upon the acquisition of Western Goldfields as described in Note 4. These stock options were valued at $9.7 million as part of the business combination valuation.

At September 30, 2010, the intrinsic value of the stock options outstanding was $37.6 million (December 31, 2009 - $13.4 million) and the intrinsic value of the stock options that were exercisable was $18.9 million (December 31, 2009 - $9.4 million). For the nine months ended September 30, 2010, the intrinsic value of the stock options exercised during the year was $10.8 million (2009 - $2.6 million).

For the three and nine months ended September 30, 2010, the Company recorded $1.8 million and $6.4 million (2009 - $1.9 million and $4.8 million) as stock-based compensation expense and recorded this amount in contributed surplus. At September 30, 2010, the total value of the non-vested stock options that remain to be expensed is $7.1 million (December 31, 2009 - $6.3 million). It is expected that this amount shall be included in the determination of net income over the next 1.6 years.

(c)	Share award units

In 2009, the Company established a share award unit program as part of its long-term incentive program. Each share award unit allows the recipient, subject to certain plan restrictions, to receive cash on the entitlement date equal to the Company’s share price on that date. One-third of the share awards units vest annually on the anniversary of the grant date. As the Company is required to settle these awards in cash, it will record an accrued liability and record a corresponding compensation expense. The share award unit is a financial instrument that will be fair valued at each reporting date based on the five day weighted average price of the Company’s common shares. The changes in fair value will be included in the compensation expense for that period.

In January 2010, the Company issued 699,000 share award units. In November 2009, the Company issued 560,000 share award units. Including the mark-to-market adjustment for the share award units previously issued, the Company recorded $1.0 million and $3.5 million as compensation expense for the three and nine months ended September 30, 2010 (2009 - $nil). A portion of this expense has been capitalized for recipients working at the Company’s development projects. The total value of the non-vested share award units that remains to be expensed is $3.5 million (December 31, 2009 - $1.9 million). It is expected that this amount will be included in the determination of net income over the next 2.3 years.

Page 21

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital (continued)

(d)	Share purchase warrants

A summary of the changes in share purchase warrants is presented below:

				Weighted
			Common	average
		Number of	Shares	exercise
		warrants	Issuable	price
		(000's)	(000's)	Cdn$

Balance, December 31, 2008 (i)		322,337	60,111	13.80
Issued (i)		25	25	15.00
WGI share purchase warrants
exercisable into New Gold shares* (ii)		6,056	6,056	0.78
Expired (iii)		(3,150)	(3,150)	6.11
Balance, September 30, 2010 and December 31, 2009		325,268	63,042	12.93
*	The exercise price of these US$0.76 warrants have been converted to Canadian dollars for presentation purposes.

(i)

On June 30, 2008, the Company completed a 10 for 1 common share consolidation as part of the Transaction described in the 2009 annual report. The number of common shares outstanding has been adjusted to reflect this common share consolidation. While the number of share purchase warrants outstanding was not affected by this consolidation, the number of common shares to be issued upon exercise and the price to be paid upon exercise has been adjusted to reflect this common share consolidation.

The Company has 217,500,000 share purchase warrants (Series B) outstanding that entitle the holders of these warrants to purchase one common share for Cdn$15.00 per share for every 10 share purchase warrants held. These warrants expire on April 3, 2012.

On February 28, 2008, the Company issued 73,862,000 common share purchase warrants (Series C) upon the conversion of the Special Warrants previously issued.

The warrants were valued at $23.7 million using the Black-Scholes pricing model and that amount is included in share purchase warrants. A fair value of approximately $0.32 for each warrant was calculated using the following assumptions: no dividends are paid, volatility of 60%, risk free interest rate of 3.4%, and expected life of five years. The holders of these warrants are entitled to purchase one common share for Cdn$9.00 per share for every 10 share purchase warrants held. These share purchase warrants expire November 28, 2012.

On June 30, 2008, the Company issued 17,758,000 shares purchase warrants to effect the acquisition of Metallica, as described in Note 1. These share purchase warrants were valued at $46.7 million as part of the business combination valuation. At December 31, 2009, these share purchase warrants have expired.

On June 30, 2008, the Company issued 27,850,000 share purchase warrants (Series A) to effect the acquisition of NGI, as described in Note1. These share purchase warrants were valued at $57.4 million as part of the business combination valuation. The holders of these warrants are entitled to purchase one common share for Cdn$15.00 per share for every share purchase warrant held. These share purchase warrants expire on June 28, 2017.

Page 22

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital (continued)

(d)	Share purchase warrants (continued)

(ii)

On May 27, 2009, the Company issued 6,056,000 share purchase warrants to effect the acquisition of Western Goldfields, as described in Note 4. The warrants were valued at $11.9 million as part of the business combination valuation. The holders of these warrants are entitled to purchase one common share for US$0.76 per share for every share purchase warrant held. These share purchase warrants expire between September 9, 2011 and September 9, 2012.

(iii)

During the year ended December 31, 2009, 3,150,000 share purchase warrants expired resulting in a transfer from share purchase warrants to contributed surplus of $6.8 million.

The following table summarizes information about outstanding share purchase warrants at September 30, 2010.

			Common
		Number	Shares	Exercise
Series		of warrants	Issuable	prices		Expiry date
		(000's)	(000's)	Cdn$

Private		460	460	0.78	*	July 12, 2011
Private		2,300	2,300	0.78	*	June 9, 2011
Series B		217,500	21,750	15.00		April 3, 2012
Private		3,296	3,296	0.78	*	June 9, 2012
Series C		73,862	7,386	9.00		November 28, 2012
Series A		27,850	27,850	15.00		June 28, 2017
		325,268	63,042
*	The exercise price of these US$0.76 warrants have been converted to Canadian dollars for presentation purposes.

Page 23

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12.	Share capital (continued)

(e)	Net earnings per share

The following table sets forth the computation of diluted earnings (loss) per share for the three and nine months ended September 30, 2010 and 2009.

	Three months ended		Nine months ended
	September 30		September 30,
	2010	2009	2010	2009


Earnings (loss) from continuing operations	$27,446	$6,096	$62,052	($181,139)
Earnings (loss) from discontinued operations, net of tax	-	(1,995)	42,023	(5,527)
Net earnings (loss)	$27,446	$4,101	$104,075	($186,666)

(in thousands)
Basic weighted average number of shares outstanding	391,686	362,791	390,186	278,551

Effective of diluted securities
Stock options	4,620	3,311	4,242	-
Warrants	5,258	4,625	5,200	-
Diluted weighted average number of shares outstanding	401,564	370,727	399,628	278,551

Earnings (loss) per share from continuing operations
Basic	$0.07	$0.02	$0.16	($0.65)
Diluted	$0.07	$0.02	$0.16	($0.65)

Earnings (loss) per share from discontinued operations
Basic	$0.00	($0.01)	$0.11	($0.02)
Diluted	$0.00	($0.01)	$0.10	($0.02)

Earnings (loss) per share
Basic	$0.07	$0.01	$0.27	($0.67)
Diluted	$0.07	$0.01	$0.26	($0.67)

The following lists the equity securities excluded from the computation of diluted earnings per share. For the nine months ended September 30, 2010 and 2009, the equity securities were excluded as the exercise prices related to the particular security exceed the average market price of the common shares of the Company of Cdn$5.52 (2009 – Cdn$2.82) for the period.

	2010	2009
	(000's)	(000's)

Stock options	3,919	10,429
Share purchase warrants	56,986	60,136
Convertible debentures	55,000	55,000

Page 24

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

13.	Income and mining taxes

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$
Current income and mining tax expense	14,365	991	34,352	11,406
Future income and mining tax recovery	(5,736)	2,492	(4,484)	(995)
	8,629	3,483	29,868	10,411

Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before taxes. These differences result from the following items:

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$

Earnings (loss) before taxes	36,075	9,579	91,920	(170,728)

Canadian federal and provincial income tax rates	28.50%	30.00%	28.50%	30.00%

Income tax expense based on above rates	10,281	2,874	26,197	(51,218)
Increase (decrease) due to
Non-taxable income	3,566	(14,856)	(6,798)	(3,989)
Non-deductible expenditures	1,867	13,632	3,013	3,950
Different statutory tax rates on earnings of
foreign subsidiaries	2,672	(691)	5,524	(1,252)
Adjustment of prior year provision to statutory
tax returns	929	(1,507)	9,379	(2,544)
Non-taxable gain	(3,965)	-	(4,341)	-
Benefit of losses not recognized in period	349	117	806	255
Change in valuation allowance and other	(7,070)	3,914	(3,912)	65,209
	8,629	3,483	29,868	10,411

Page 25

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

14.	Reclamation and closure cost obligations

Changes to the reclamation and closure cost balance are as follows:

		Cerro		New
	Mesquite	San Pedro	Peak	Afton
	Mine	Mine	Mine	Project	Total
	$	$	$	$	$

Balance, December 31, 2008	-	3,258	5,509	182	8,949
Acquisition (Note 4)	5,221	-	-	-	5,221
Reclamation expenditures	-	-	(32)	-	(32)
Accretion	203	316	521	75	1,115
Revisions to expected cash flows	163	843	880	1,556	3,442
Foreign exchange	-	201	1,574	33	1,808

Balance, December 31, 2009	5,587	4,618	8,452	1,846	20,503
Reclamation expenditures	(23)	-	(21)	-	(44)
Accretion	291	298	502	106	1,197
Revisions to expected cash flows	-	772	-	-	772
Foreign exchange	-	204	619	31	854

Balance, September 30, 2010	5,855	5,892	9,552	1,983	23,282
Less: current portion	(191)	(324)	(128)	-	(643)

	5,664	5,568	9,424	1,983	22,639

The current portion of the reclamation and closure cost obligations have been included in accounts payable and accrued liabilities.

15. Supplemental cash flow information

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$
Change in non-cash working capital
Accounts receivable	(2,936)	124	2,103	(1,483)
Inventories and stockpiled ore	(8,880)	(14,765)	(19,421)	(25,771)
Accounts payable and accrued liabilities	7,961	2,916	8,466	3,798
Prepaids and other	(2,928)	(894)	(1,875)	595
	(6,783)	(12,619)	(10,727)	(22,861)

Operating activities included the following payments:
Interest paid	20	406	10,523	11,305
Income taxes paid	6,836	913	20,110	3,050

Non-cash investing activities includes $0.3 million for the three and nine months ended September 30, 2010 (2009 - $1.3 million and $3.6 million), and represents the Company’s share of contributions to the El Morro project funded by the joint venture partner (Note 10 (d)). The completion of the Agreement with Goldcorp after the Company had exercised its right of first refusal to acquire a 70% interest in the El Morro Project resulted in non-cash retirement of debt to Goldcorp of $463.0 million and the non-cash disposal of the 70% interest in the El Morro project of $463.0 million.

Page 26

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

16. Segmented information

The Company manages its operations by geographical location. The results from operations for these reportable operating segments are summarized in the table below:

		Three months ended September 2010
	USA	Mexico	Australia	Other (1)	Total
	$	$	$	$	$

Revenues	33,318	61,433	32,365	-	127,116
Operating expenses	(21,523)	(20,092)	(17,822)	-	(59,437)
Depreciation and depletion	(5,469)	(11,374)	(4,141)	-	(20,984)
Earnings from mine operations	6,326	29,967	10,402	-	46,695

Corporate administration	-	-	-	(7,009)	(7,009)
Exploration	(1,494)	(63)	(1,220)	(1,987)	(4,764)

Earnings (loss) from operations	4,832	29,904	9,182	(8,996)	34,922
Other income (expense)
Realized and unrealized gain on investments	-	-	-	2,126	2,126
Unrealized gain on prepayment option	-	-	-	10,916	10,916
Interest and other income	13	12	136	917	1,078
Interest and finance fees	(20)	-	(13)	(39)	(72)
Other expense	76	-	(74)	-	2
Gain (loss) on foreign exchange	30	(9,573)	(2,327)	(1,027)	(12,897)

Earnings before taxes	4,931	20,343	6,904	3,897	36,075
Income and mining taxes	(881)	(11,553)	(2,128)	5,933	(8,629)

Net earnings from continuing operations	4,050	8,790	4,776	9,830	27,446

(1)

Other includes corporate balances and exploration properties. Results of operations for the Canadian and Chilean development properties have been included in Other as these properties are still in the development phase with no revenues or operating costs.

Page 27

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

16. Segmented information (continued)

		Nine months ended September 30, 2010
	USA	Mexico	Australia	Other (1)	Total
	$	$	$	$	$

Revenues	127,153	118,628	95,314	-	341,095
Operating expenses	(73,467)	(47,991)	(48,090)	-	(169,548)
Depreciation and depletion	(18,722)	(22,952)	(10,667)	-	(52,341)
Earnings from mine operations	34,964	47,685	36,557	-	119,206

Corporate administration	-	-	-	(23,689)	(23,689)
Exploration	(1,494)	(1,144)	(4,355)	(2,407)	(9,400)

Earnings (loss) from operations	33,470	46,541	32,202	(26,096)	86,117
Other income (expense)
Realized and unrealized gain on investments	-	-	-	7,018	7,018
Unrealized gain on prepayment option	-	-	-	11,568	11,568
Interest and other income	44	150	208	1,438	1,840
Interest and finance fees	(227)	-	(15)	(118)	(360)
Other expense	76	(1,473)	(666)	-	(2,063)
Gain (loss) on foreign exchange	35	(8,850)	(1,697)	(1,688)	(12,200)

Earnings before taxes	33,398	36,368	30,032	(7,878)	91,920
Income and mining taxes	(13,984)	(15,441)	(7,550)	7,107	(29,868)

Net earnings (loss) from continuing operations	19,414	20,927	22,482	(771)	62,052

(1)

Page 28

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

16.	Segmented information (continued)

			Three months ended September 30, 2009
	USA (1)		Mexico	Australia	Other (2)	Total
	$	$		$	$	$

Revenues	26,137	31,894		30,460	-	88,491
Operating expenses	(19,117)	(17,042)		(14,916)	-	(51,075)
Depreciation and depletion	(5,572)	(6,342)		(2,906)	-	(14,820)
Earnings from mine operations	1,448	8,510		12,638	-	22,596

Corporate administration	-	-		-	(5,527)	(5,527)
Business combination transaction costs	-	-		-		-
Exploration	-	(974)		(383)	(1,059)	(2,416)
Goodwill impairment charge	-	-		-		-

Loss from operations	1,448	7,536		12,255	(6,586)	14,653
Other income (expense)
Realized and unrealized loss on gold contracts	(905)	-		-	-	(905)
Realized and unrealized gain on investments	-	-		-	5,288	5,288
Interest and other income	37	28		29	535	629
Gain on redemption of long-term debt	-	-		-	-	-
Interest and finance fees	(442)	-		(26)	(8)	(476)
Other expense	(715)	-		-	-	(715)
Gain (loss) on foreign exchange	39	4,130		(2,014)	(11,050)	(8,895)

Earnings (loss) before taxes	(538)	11,694		10,244	(11,821)	9,579
Income and mining taxes	1,976	(3,828)		(2,712)	1,081	(3,483)

Net earnings (loss) from continuing operations	1,438	7,866		7,532	(10,740)	6,096

(1)

Segment acquired on May 27, 2009 (Note 4) - results from operations for period of ownership.

(2)

Page 29

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

16.	Segmented information (continued)

		Nine months ended September 30, 2009
	USA (1)	Mexico	Australia	Other (2)	Total
	$	$	$	$	$

Revenues	36,348	81,079	74,588	-	192,015
Operating expenses	(28,580)	(44,240)	(36,302)	-	(109,122)
Depreciation and depletion	(7,352)	(19,248)	(7,292)	(62)	(33,954)
Earnings (loss) from mine operations	416	17,591	30,994	(62)	48,939

Corporate administration	-	-	-	(15,299)	(15,299)
Business combination transaction costs	-	-	-	(6,583)	(6,583)
Exploration	-	(2,620)	(687)	(1,788)	(5,095)
Goodwill impairment charge	(189,634)	-	-	-	(189,634)

Income (loss) from operations	(189,218)	14,971	30,307	(23,732)	(167,672)
Other income (expense)
Realized and unrealized gain on gold contracts	7,256	-	-	-	7,256
Realized and unrealized gain on fuel contracts	797	-	-	-	797
Realized and unrealized gain on investments	-	-	-	14,987	14,987
Interest and other income (loss)	50	102	(240)	2,725	2,637
Gain on redemption of long-term debt	-	-	-	14,236	14,236
Interest and finance fees	(598)	-	(157)	(13)	(768)
Other expense	(715)	-	-	-	(715)
Gain (loss) on foreign exchange	78	(12,269)	(7,176)	(22,119)	(41,486)

Earnings (loss) before taxes	(182,350)	2,804	22,734	(13,916)	(170,728)
Income and mining taxes	738	(5,448)	(5,037)	(664)	(10,411)

Net earnings (loss) from continuing operations	(181,612)	(2,644)	17,697	(14,580)	(181,139)

(1)

Segment acquired on May 27, 2009 (Note 4) - results from operations for period of ownership.

(2)

Expenditures for mining interests

	Three months ended		Nine months ended
	September 30,		September 30,
	2010	2009	2010	2009
	$	$	$	$


USA (1)	(1,537)	(844)	(2,789)	(1,011)
Mexico	(2,286)	(727)	(7,798)	(1,711)
Australia	(7,792)	(5,570)	(18,026)	(19,178)
Canada	(22,548)	(8,691)	(59,138)	(52,624)
Chile	-	(540)	-	(1,530)
Other (2)	(81)	(98)	(229)	(299)
	(34,244)	(16,470)	(87,980)	(76,353)

Page 30

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

16.	Segmented information (continued)

Total Assets

	September 30,	December 31,
	2010	2009 (3)
	$	$


USA (1)	402,288	414,893
Mexico	462,874	442,300
Australia	243,603	228,420
Canada	805,025	739,251
Chile	393,262	392,976
Other (2)	349,743	233,041
	2,656,795	2,450,881

(1)

Segment acquired on May 27, 2009 (Note 4).

(2)

Other includes corporate balances and exploration properties.

(3)

Includes assets from continuing operations only.

17.	Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

In the management of capital, the Company includes the components of shareholders’ equity, short-term borrowings and long-term debt, as well as the cash and cash equivalents, and investments.

Capital, as defined above, at September 30, 2010 and December 31, 2009 is summarized in the following table.

	September 30,	December 31
	2010	2009
	$	$

Shareholders' equity	1,842,495	1,731,045
Long-term debt	217,088	237,544
	2,059,583	1,968,589
Cash and cash equivalents	(391,004)	(262,325)
Investments	(46,851)	(45,890)
	1,621,728	1,660,374

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or sell its investments.

In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital

Page 31

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

17.	Capital risk management (continued)

deployment and general industry conditions. The annual budget and quarterly updated forecasts are approved by the Board of Directors. The Company’s investment policy is to invest its surplus funds in permitted investments consisting of treasury bills, bonds, notes and other evidences of indebtedness of Canada, the U.S. or any of the Canadian Provinces with a minimum credit rating of R-1 mid from the Dominion Bond Rating Service (“DBRS”) or an equivalent rating from Standard & Poors and Moody’s and with maturities of 90 days or less at the original date of acquisition. At all times, more than 25% of the aggregate amount of permitted investments must be invested in treasury bills, bonds, notes and other indebtedness of Canada or Provinces with a minimum credit rating of R-1 mid from DBRS. All investments must have a maximum term to maturity of six months (however any investments with a maturity of more than 90 days from the original date of acquisition will be classified as Investments, not cash) and the average term will generally range from seven days to 90 days. Under the policy, the Company is not permitted to make new investments in ABCP or auction rate securities.

The Company has a long-term note indenture (Note 10) that contains a general covenant that the Company shall work diligently toward obtaining and, once obtained, maintaining in good standing, all permits required for the operation of the New Afton project.

18.	Financial risk management

The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, market risk and other price risks. Where material, these risks are reviewed and monitored by the Board of Directors.

(a)	Credit risk

Credit risk is the risk of an unexpected loss if a party to its financial instrument fails to meet its contractual obligations.

The Company’s financial assets are primarily composed of cash and cash equivalents, investments and accounts receivable. Credit risk is primarily associated with trade receivables and investments; however it also arises on cash and cash equivalents.

To mitigate exposure to credit risk, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness, and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its gold exclusively to large international organizations with strong credit ratings. The Company’s revenue is comprised of gold sales to primarily five customers.

The historical level of customer defaults is minimal and, as a result, the credit risk associated with gold and copper concentrate trade receivables at September 30, 2010 is not considered to be high.

Page 32

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(a)	Credit risk (continued)

The Company’s maximum exposure to credit risk at September 30, 2010, is as follows:

	September 30	December 31
	2010	2009
	$	$

Cash and cash equivalents	391,004	262,325
Restricted cash	-	9,201
Accounts receivable	8,528	10,345
Mark-to-market gain on fuel contracts	256	706
Investments	46,851	45,890
Reclamation deposits and other assets	29,227	17,646
	475,866	346,113

The aging of accounts receivable at September 30, 2010 was as follows:

						September 30,	December 31
	0-30	31-60	61-90	91-120	Over	2010	2009
	days	days	days	days	120 days	Total	Total
	$	$	$	$	$	$	$

Mesquite Mine	336	11	246	2	-	595	273
Cerro San Pedro Mine	2,162	157	-	-	82	2,401	5,348
Peak Mine	3,248	-	-	-	10	3,258	3,922
New Afton	1,928	-	-	6	-	1,934	632
Corporate	340	-	-	-	-	340	170
	8,014	168	246	8	92	8,528	10,345

A significant portion of the Company’s cash and cash equivalents are held in large Canadian financial institutions. Short-term investments (including those presented as part of cash and cash equivalents) are composed of financial instruments issued by Canadian banks with high investment-grade ratings and the governments of Canada and the U.S.

The Company employs a restrictive investment policy as detailed in the capital risk management section (Note 17).

The Company has a bonding and insurance program, primarily with Chartis, formerly American International Specialty Lines Insurance Company (“AIG Insurance”), in respect of the operations and closure liabilities of the Mesquite Mine. At September 30, 2010, the Company had $9.0 million in the account. In September 2008, AIG Insurance’s parent company, American International Group, Inc. (“AIG”), suffered a liquidity crisis following the downgrade of its credit rating. The United States Federal Reserve loaned money to AIG in order for the company to meet its obligations to post additional collateral to trading partners. As a result of Federal and State laws governing the operation of AIG Insurance and segregation of funds, it is not believed that the Company’s funds are at risk. During 2009, AIG worked through its restructuring under the supervision of the Federal Reserve Bank of New York and the U.S. Department of the Treasury. The U.S. Department of the Treasury has a 78% stake in the equity of AIG, which owns Chartis. Chartis may become a listed property-casualty and general insurance company in 2010 or 2011.

Page 33

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(a)	Credit risk (continued)

The Company sells all of its copper concentrate production to a customer under an off-take contract. The loss of this customer or unexpected termination of the off-take contract could have a material adverse effect on the Company’s results of operations, financial condition and cash flows, however there are alternative customers in the market.

The Company is not economically dependent on a limited number of customers for the sale of its gold because gold can be sold through numerous commodity market traders worldwide.

The Company has five customers (2009, four customers) that account for over 95% (2009, 76%) of the concentrate and doré sales revenue.

Metal sales	Three months ended	Nine months ended
	September 30,	September 30,
Customer	2010	2010
	$	$

1	61,433	118,628
2	21,204	91,343
3	13,355	50,951
4	19,009	44,225
5	5,847	17,314
Total	120,848	322,461
% of total metal sales	95%	95%

(b)	Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined in Note 17.

The following are the contractual maturities of debt commitments. The amounts presented represent the future undiscounted principal and interest cash flows and therefore do not equate to the carrying amounts on the consolidated balance sheet.

					September 30,	December 31
	Less than			After	2010	2009
	1 year	1-3 years	4-5 years	5 years	Total	Total
	$	$	$	$	$	$
Accounts payable and
accrued liabilities	56,001	-	-	-	56,001	36,033
Long-term debt	-	-	53,410	181,596	235,006	258,467
Interest payable on
long-term debt	20,830	41,660	38,964	36,319	137,773	147,352
Gold contracts	32,833	62,598	37,882	-	133,313	95,986
	109,664	104,258	130,256	217,915	562,093	537,838

Page 34

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(b)	Liquidity risk (continued)

In the opinion of management, the working capital of $415.2 million at September 30, 2010, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements through its current reporting period. However, taking into consideration the Company’s current cash position, volatile equity markets, global uncertainty in the capital markets and increasing cost pressures, the Company is continuing to review expenditures in order to ensure adequate liquidity and flexibility to support its growth strategy while maintaining production levels at its current operations. The Company believes that external financing (which may include bank borrowings and future debt and equity offerings) will not be required to complete its major development projects. A period of continuous low gold and copper prices may necessitate the deferral of capital expenditures which may impact production from mining operations.

(c)	Currency risk

The Company operates in Canada, Australia, Mexico, Chile and the United States. As a result, the Company has foreign currency exposure with respect to items not denominated in U.S. dollars. The three main types of foreign exchange risk of the Company can be categorized as follows:

(i)	Transaction exposure

The Company’s operations sell commodities and incur costs in different currencies. This creates exposure at the operational level, which may affect the Company’s profitability as exchange rates fluctuate. The Company has not hedged its exposure to currency fluctuations.

(ii)	Exposure to currency risk

The Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the U.S. dollar: cash and cash equivalents, investments, accounts receivable, reclamation deposits, accounts payable and accruals, reclamation and closure cost obligations and long-term debt. The currencies of the Company’s financial instruments and other foreign currency denominated liabilities, based on notional amounts, were as follows:

			September 30,2010
	Canadian	Australian	Mexican	Chilean
	dollar	dollar	peso	peso

Cash and cash equivalents	292,631	28,072	878	38
Investments	5,221	41,630	-	-
Accounts receivable	1,970	3,258	2,679	39
Reclamation deposit	6,312	-	-	-
Prepayment option	11,568	-	-	-
Accounts payable and accruals	(16,705)	(15,851)	(29,265)	-
Reclamation and closure cost obligations	(1,983)	(9,424)	(5,568)	-
Share award units	(3,742)	-	-	-
Long-term debt	(213,176)	-	-	-
Gross balance sheet exposure	82,096	47,685	(31,276)	77

Page 35

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(c)	Currency risk (continued)

			December 31, 2009
	Canadian	Australian	Mexican	Chilean
	dollar	dollar	peso	peso

Cash and cash equivalents	165,147	32,008	2,670	18
Investments	45,890	-	-	-
Accounts receivable	549	3,922	5,674	-
Reclamation deposit	6,211	-	-	-
Accounts payable and accruals	(6,529)	(11,566)	(8,806)	(94)
Reclamation and closure cost obligations	(1,846)	(8,330)	(4,314)	-
Long-term debt	(206,653)	-	-	-
Gross balance sheet exposure	2,769	16,034	(4,776)	(76)

(iii)

Translation exposure

The Company’s functional and reporting currency is U.S. dollars. The Company’s operations translate their operating results from the host currency to U.S. dollars. Therefore, exchange rate movements in the Canadian dollar, Australian dollar, Mexican peso and Chilean peso can have a significant impact on the Company’s consolidated operating results. As described in Note 18 (c) (ii), some of the Company’s earnings translation exposure to financial instruments is offset by interest on foreign currency denominated loans and debt.

A 10% strengthening (weakening) of the U.S. dollar against the following currencies would have decreased (increased) the Company’s net earnings (loss) before taxes from continuing operations from the financial instruments presented in Note 18 (c) (ii) by the amounts shown below.

	2010	2009
	$	$

Canadian dollar	8,210	277
Australian dollar	4,769	1,603
Mexican peso	(3,128)	(478)
Chilean peso	8	-
	9,859	1,402

(d)	Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk on its short-term investments. All of the Company’s debt obligations are fixed therefore there is no exposure to changes in market interest rates. In particular, the Company is exposed to interest rate changes on short term investments which are included in cash and cash equivalents. The short term investment interest earned is based on prevailing one to 90 days money market interest rates which may fluctuate. A 1.0% change in the interest rate would result in an annual difference of approximately $3.9 million in interest earned by the Company. The Company has not entered into any derivative contracts to manage this risk. Where possible and depending on market

Page 36

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(d)	Interest rate risk (continued)

conditions, the Company follows the policy of issuing fixed interest rate debt to avoid future fluctuations in its debt service costs.

(e)	Price risk

The Company’s earnings and cash flows are subject to price risk due to fluctuations in the market price of gold, silver and copper. World gold prices have historically fluctuated widely and are affected by numerous factors beyond our control, including:

·	the strength of the U.S. economy and the economies of other industrialized and developing nations;

·	global or regional political or economic crises;

·	the relative strength of the U.S. dollar and other currencies;

·	expectations with respect to the rate of inflation;

·	interest rates;

·	purchases and sales of gold by central banks and other holders;

·	demand for jewelry containing gold; and

·	investment activity, including speculation, in gold as a commodity.

As part of the Western Goldfields acquisition described in Note 4, the Company acquired gold contracts which mitigate the effects of price changes. The Company designated these contracts as an accounting cash flow hedge effective July 1, 2009 as described in Note 11 (a). At September 30, the Company had remaining gold forward sales contracts for 280,500 ounces of gold at a price of $801 per ounce at a remaining commitment of 5,500 ounces per month for 51 months.

In the third quarter of 2010, the Company’s revenues and cash flows were somewhat impacted by the variation in copper prices in the range of $2.76 and $3.61 per pound. There is a time lag between the time of shipment for copper and final pricing and changes in copper pricing can significantly impact the Company’s revenue and working capital position. As of September 30, 2010, working capital includes copper concentrate receivables totalling 0.4 million pounds. A $0.10 change in copper price would have an impact of $0.1 million on the Company’s working capital position.

The Company is also subject to price risk for fluctuations in the cost of energy, principally electricity and purchased petroleum products. The Company’s production costs are also affected by the prices of commodities it consumes or uses in its operations, such as lime, reagents and explosives. The prices of such commodities are influenced by supply and demand trends affecting the mining industry in general and other factors outside the Company’s control. As described in Note 11 (b), the Company has entered into fuel contracts to mitigate these price risks. At September 30, 2010, the Company had a remaining commitment to purchase 0.75 million gallons of diesel over the next 3 months.

The Company is also subject to price risk for changes in the Company’s common stock price per share. The Company has implemented, as part of its long-term incentive plan, a share award unit plan that the Company is required to satisfy in cash upon vesting. The amount of cash the Company will be required to expend is dependent upon the price per common share at the time of vesting. The Company considers this plan a financial liability and is required to fair value the outstanding liability with the resulting changes included in compensation expense each period.

A 10% change in prices would impact the Company’s net earnings (loss) before taxes from continuing operations and other comprehensive income before taxes as follows:

Page 37

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

18.	Financial risk management (continued)

(e)	Price risk (continued)

		Three months ended September 30,
	2010	2010	2009	2009
		Other		Other
	Net	Comprehensive	Net	Comprehensive
	Earnings	Income	Earnings	Income
	$	$	$	$

Gold price	10,589	32,843	7,447	-
Copper price	752	-	964	-
Silver price	1,442	-	567	-
Fuel price	963	225	1,252	-
Share award unit	374	-	-	-

		Nine months ended September 30,
	2010	2010	2009	2009
		Other		Other
	Net	Comprehensive	Net	Comprehensive
	Earnings	Income	Earnings	Income
	$	$	$	$

Gold price	28,672	32,843	15,872	-
Copper price	3,055	-	2,104	-
Silver price	2,775	-	1,619	-
Fuel price	2,603	225	2,024	-
Share award unit	374	-	-	-

19.	Fair value measurement

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing the fair value of a particular contract, the market participant would consider the credit risk of the counterparty to the contract. Consequently, when it is appropriate to do so, the Company adjusts the valuation models to incorporate a measure of credit risk. Fair value represents management's estimates of the current market value at a given point in time.

At September 30, 2010 and December 31, 2009, the Company’s financial assets and liabilities are categorized as follows:

Page 38

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

19.	Fair value measurement (continued)

			September 30, 2010
			Financial
			Assets
			Liabilities at
	Loans and	Held at	Amortized
	Receivables	Fair value	Cost	Total
	$	$	$	$
Financial Assets
Cash and cash equivalents	-	391,004	-	391,004
Accounts receivable	8,528	-	-	8,528
Fuel contract	-	256	-	256
Prepayment option	-	11,568	-	11,568
Investments	-	46,851	-	46,851
Reclamation deposits	-	17,659	-	17,659
Financial Liabilities
Accounts payable and accrued liabilities	-	-	56,001	56,001
Long-term debt	-	-	217,088	217,088
Gold contracts	-	133,313	-	133,313
Share award units	-	3,742	-	3,742

			December 31, 2009
			Financial
			Assets
			Liabilities at
	Loans and	Held at	Amortized
	Receivables	Fair value	Cost	Total
	$	$	$	$
Financial Assets
Cash and cash equivalents	-	262,325	-	262,325
Restricted cash	-	9,201	-	9,201
Accounts receivable	10,345	-	-	10,345
Fuel contract	-	706	-	706
Prepayment option	-	-	-	-
Investments	-	45,890	-	45,890
Reclamation deposits	-	17,646	-	17,646
Financial Liabilities
Accounts payable and accrued liabilities	-	-	35,816	35,816
Long-term debt	-	-	237,544	237,544
Gold contracts	-	95,986	-	95,986
Share award units	-	217	-	217

Page 39

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

19. Fair value measurement (continued)

At September 30, 2010 and December 31, 2009, the carrying values and the fair values of the Company’s financial instruments are shown in the following table.

	September 30, 2010		December 31, 2009
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
	$	$	$	$
Financial Assets
Cash and cash equivalents	391,004	391,004	262,325	262,325
Restricted cash	-	-	9,201	9,201
Accounts receivable	8,528	8,528	10,345	10,345
Fuel contract	256	256	706	706
Prepayment option	11,568	11,568	-	-
Investments	46,851	46,851	45,890	45,890
Reclamation deposits	17,659	17,659	17,646	17,646
Financial Liabilities
Accounts payable and accrued liabilities	56,001	56,001	35,816	35,816
Long-term debt	217,088	256,560	237,544	265,696
Gold contracts	133,313	133,313	95,986	95,986
Share award units	3,742	3,742	217	217

The senior secured notes and the subordinated convertible debentures are traded on a public exchange. The fair value estimates for these notes have been estimated using the September 30, 2010 and December 31, 2009 closing prices. The El Morro project funding is a floating rate facility whose carrying value approximates fair value.

The Company has certain financial assets and liabilities that are held at fair value. Cash and cash equivalents, restricted cash and reclamation deposits fair values approximate their historic value due to the short term nature of these items. The fuel contract, investments and the gold contracts are presented at fair value at each reporting date using appropriate valuation methodology. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The following table summarizes information relating to the fair value determination of the Company’s financial instruments which are fair valued on a recurring basis.

Page 40

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

19.	Fair value measurement (continued)

			2010
	Level 1	Level 2	Level 3
	$	$	$

Cash and cash equivalents	391,004	-	-
Reclamation deposits	17,659	-	-
Fuel contracts	-	256	-
Prepayment option	-	11,568	-
Gold contracts	-	(133,313)	-
Investments	41,630	5,221	-
Share award units	-	3,742	-

20.	Related parties

Certain directors and officers of the Company are also directors of a company to which the Company pays royalties in the normal course of business. Royalty payments were $1.8 million and $3.9 million for the three and nine months ended September 30, 2010 (2009 - $0.5 million and $1.7 million). At September 30, 2010, the Company had $1.5 million included as accrued liabilities related to this company (December 31, 2009 - $1.3 million). These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related party.

A director of New Gold is also a director of the company that purchased from New Gold an interest in the El Morro Project as described in Note 9. That company is now the 70% owner manager of the El Morro Project.

21.	Commitments and contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.

(a)

The Company has entered into a number of contractual commitments related to equipment orders to purchase long lead items or critical pieces of mining equipment and operating leases for its operations. At September 30, 2010, these commitments totaled $164.3 million, of which $102.1 million are expected to fall due over the next 12 months.

(b)

The Company terminated various employment, consulting and service agreements as a result of slowing development activities at the New Afton project in 2008. Certain of the affected parties have or may in the future make legal claims in response to such terminations. The Company cannot reasonably predict the likelihood or outcome of any such actions, but would vigorously defend against them.

Page 41

New Gold Inc.

Notes to the interim consolidated financial statements (unaudited)

September 30, 2010

(Tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

21. Commitments and contingencies (continued)

(c)

The Company had previously recognized a contingent liability for certain claims against the Amapari Mine, of which claims were assumed by Beadell upon closing of the Amapari Mine sale on April 13, 2010. As part of the agreement selling the Amapari Mine, the Company provided general indemnity for one year in connection with the representations and obligations of the Company under the sale agreement. The indemnity is limited to claims in excess of an amount equal to $5.0 million and in no event shall the aggregate amount of all claims exceed $10 million.

(d)	El Morro Transaction

On January 13, 2010, the Company received a Statement of Claim filed by Barrick in the Ontario Superior Court of Justice, against New Gold, Goldcorp and affiliated subsidiaries. A Fresh Amended Statement of Claim was received August 2010 which included Xstrata and affiliated subsidiaries as defendants. The claim relates to New Gold’s exercise of its right of first refusal on the El Morro copper‐gold project. New Gold intends to defend the action vigorously. No amounts have been accrued for any potential loss under this claim.

(e)	Cerro San Pedro Mine

The Company has a history of legal challenges to its Cerro San Pedro Mine. In September 2009, a Federal Court of Fiscal and Administrative Justice (FCFAJ) ordered SEMARNAT, the Mexican environmental regulatory agency, to nullify the authorization of its 2006 Environmental Impact Statement (EIS) for the Cerro San Pedro mine. MSX appealed the ruling. A hearing was held in the Third Federal District Court in Mexico City in April 2010, and a negative decision was issued by the court in July 2010. The Company has filed a further appeal to the Collegiate Appeals Court in Mexico City. The First Federal District Court in San Luis Potosi has issued injunctions to ensure that operations at the Cerro San Pedro Mine continue while appeals are heard related to the September 2009 order to nullify the authorization of the Company’s EIS. The latest injunction was received on October 4, 2010. In August 2010, the Company filed an expanded application for approval of an EIS with SEMARNAT, which application is currently under review. In addition, MSX continues to work with all levels of government and other external stakeholders to ensure ongoing operations at the Cerro San Pedro Mine.

22. Comparative presentation

Certain prior year information has been reclassified to conform to current year presentation.

Page 42