Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

UNDER NATIONAL INSTRUMENT 51-102

1.	Name and Address of Company
	New Gold Inc.
	666 Burrard Street, Suite 3110
	Vancouver, British Columbia  V6C 2X8
2.	Date of Material Change
	December 1, 2010
3.	News Release
	A news release with respect to the material change referred to in this report was issued on December 1, 2010 and subsequently filed on SEDAR and EDGAR.
4.	Summary of Material Change
	On December 1, 2010, New Gold Inc. announced that it has sold its 115 million shares in Beadell Resources Limited at A$0.53 per share for total net proceeds of A$60 million or approximately $58 million.
5.	Full Description of Material Change
	(All figures are in US dollars unless otherwise indicated)
·	On December 1, 2010, New Gold Inc. (“New Gold”) announced that it has sold its 115 million shares in Beadell Resources Limited (“Beadell”) at A$0.53 per share for total net proceeds of A$60 million or approximately $58 million. The company’s shareholding in Beadell was a result of the April 2010 sale of New Gold’s Brazilian subsidiary, which held the Amapari property and related assets, in exchange for $37 million in cash and 115 million Beadell shares. When combining the original cash payment and the recent share sale, New Gold’s total cash proceeds resulting from the sale of its non-core Amapari property are $95 million. New Gold should recognize an after-tax gain on the sale of the shares of approximately $40 million in the fourth quarter.
·
·	With this sale, New Gold has successfully completed the divestiture of a non-core asset and added a further $58 million in cash to the company’s $391 million cash balance at September 30, 2010. The company remains well positioned for continued growth with two fully-funded organic growth projects in New Afton and El Morro.
·
6.	Reliance on Subsection 7.1(2) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.

8.	Executive Officer
	For further information, contact Susan Toews, Vice President Legal Affairs of New Gold Inc. at (604) 639-2003.
9.	Date of Report
	December 1, 2010
	Cautionary Note Regarding Forward-Looking Statements
	Certain information contained in this material change report, including any information relating to New Gold's future financial or operating performance may be deemed "forward looking". All statements in this material change report, other than statements of historical fact, that address events or developments that New Gold expects to occur, are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond New Gold's ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause New Gold's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: significant capital requirements; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States, Australia, Mexico and Chile; price volatility in the spot and forward markets for commodities; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated reserves and resources and between actual and estimated metallurgical recoveries; changes in national and local government legislation in Canada, the United States, Australia, Mexico and Chile or any other country in which New Gold currently or may in the future carry on business; taxation; controls, regulations and political or economic developments in the countries in which New Gold does or may carry on business; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction that New Gold operates, including, but not limited to, Mexico, where New Gold is involved with ongoing challenges relating to its environmental impact statement for the Cerro San Pedro Mine; the lack of certainty with respect to the Mexican and other foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the uncertainties inherent to current and future legal challenges the company is or may become a party to, including the third party claim related to the El Morro transaction with respect to New Gold's exercise of its right of first refusal on the El Morro copper-gold project in Chile and its partnership with Goldcorp Inc., which transaction and third party claim were announced by New Gold in January 2010; diminishing quantities or grades of reserves; competition; loss of key employees; additional funding requirements; actual results of current exploration or reclamation activities; changes in project parameters as plans continue to be refined; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance to cover these risks) as well as "Risk Factors" included in New Gold's Annual Information Form filed on March 26, 2010 and Management's Discussion and Analysis for the year ended December 31, 2009, both available at www.sedar.com. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. All of the forward-looking statements contained in this material change report are qualified by these cautionary statements. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.