EX-99.5 6 ngd_exh995.htm EXHIBIT 99.5

(CUSIP NO. 644535 13 0)

NEW GOLD INC.

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PEAK GOLD LTD.

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COMPUTERSHARE TRUST COMPANY OF CANADA

SUPPLEMENTAL WARRANT INDENTURE

As of June 30, 2008

THIS SUPPLEMENTAL WARRANT INDENTURE

dated as of June 30, 2008

BETWEEN :

NEW GOLD INC.

,
a corporation incorporated under the laws of the Province of British Columbia
(hereinafter called the "Company")

AND

PEAK GOLD LTD.

,
a corporation existing under the laws of the Province of British Columbia
(hereinafter called "Peak")

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

,
a trust company existing under the laws of Canada
(hereinafter called the "Warrant Agent")

RECITALS

WHEREAS:

A.

Peak Gold Ltd. ("Peak") and the Warrant Agent executed an amended and restated common share purchase warrant indenture (the "Warrant Indenture") dated as of August 1, 2007 governing the terms of the common share purchase warrants (the "Warrants") originally issued by Peak in March 2007;

B.

Pursuant to Section 2.12(4) of the Warrant Indenture, upon completion of the arrangement (the "Arrangement") under the provisions of the Business Corporations Act (British Columbia) between Peak and the Company, on June 30, 2008 (the "Effective Date"), each holder of a Warrant outstanding immediately prior to the Effective Date became entitled to receive, upon the exercise of such holder’s Warrant, in lieu of each common share of Peak to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, 0.1 of a common share of the Company plus Cdn$0.0001 in cash for each Warrant;

C.

Subsection 7.2 of the Warrant Indenture provides for the creation of indentures supplemental to the Warrant Indenture in connection with any successors to Peak;

D.

The foregoing recitals are made as representations of Peak and the Company and not by the Warrant Agent;

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E.

The Warrant Agent has agreed to enter into this Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this Supplemental Indenture from time to time;

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES

that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

1.

This Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture shall henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Warrant Indenture and of this Supplemental Indenture were contained in one instrument and the expressions used herein shall have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

2.

On and after the date hereof, each reference to the Warrant Indenture, as amended by this Supplemental Indenture, "this Warrant Indenture", "this indenture", "herein", "hereby", and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this Supplemental Indenture, all other terms and conditions of the Warrant Indenture shall remain in full force and unchanged.

3.

Peak provided notice of the Arrangement to the Warrantholders by mail on May 26, 2008 in the form of Schedule "A" attached hereto.

4.

The Company hereby covenants, acknowledges and agrees that, as and from the date hereof, it shall become liable for, and shall perform the obligations of Peak under the Warrant Indenture and, in particular but without limitation, in accordance with Section 2.12 of the Warrant Indenture, any Warrantholder who exercises that holder’s right to receive Shares pursuant to Warrant(s) shall be entitled to receive, and shall accept in lieu of the number of Subject Securities to which such holder was theretofore entitled upon such exercise, 0.1 of a common share of the Company and Cdn.$0.0001 in cash, subject to further adjustment in accordance with the terms of the Warrant Indenture.

5.

Recital D of the Warrant Indenture is hereby amended to read as follows:

"Each whole Warrant entitles the holder thereof to purchase, subject to adjustment in certain events, that number of securities or other property equal to the Exchange Basis at any time prior to the Time of Expiry, all upon the terms and conditions herein set forth;"

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6.

The following definition in Section 1.1 of the Warrant Indenture is hereby amended to read as follows:

"Exchange Basis" means, as at any time, the number of Shares or other classes of shares or securities which a Warrantholder is entitled to receive upon the exercise of the rights attached to the Warrants pursuant to the provisions of this indenture and which, as at the date hereof, is equal to 0.1 of a common share of the Company plus Cdn$0.0001 in cash for each Warrant;

7.

Subsection 2.2(2) of the Warrant Indenture is hereby amended to read as follows:

"(2)

Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to Sections 2.12 and 2.13) upon due exercise thereof and payment of the Exercise Price, in accordance with the provisions of Article 3, that number of Shares equal to the Exchange Basis or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of Sections 2.12 and 2.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Supplemental Indenture."

8.

The Warrant Indenture shall be and continue to be in full force and effect, unamended, except as provided herein, and the Company hereby confirms the Warrant Indenture in all other respects.

9.

This Supplemental Indenture shall be governed by and be construed in accordance with the laws of the Province of British Columbia and shall be binding upon the parties hereto and their respective successors and assigns.

10.

This Supplement Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplement Indenture.

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IN WITNESS WHEREOF

the parties hereto have executed this Supplemental Indenture under the hands of their proper officers in that behalf.

NEW GOLD INC.
| c/s
Per: | (signed) John Pitcher
| Authorized Signing Officer
PEAK GOLD LTD.
| c/s
Per: | (signed) Robert Gallagher
| Authorized Signing Officer
COMPUTERSHARE TRUST COMPANY OF
CANADA
| c/s
Per: | (signed) Gabriel Ducharme
| Authorized Signing Officer
| c/s
Per: | (signed) Karl Burgess
| Authorized Signing Officer

SCHEDULE "A"

May 16, 2008

Dear Warrantholder:

The purpose of this letter is to advise you that Peak Gold Ltd. ("Peak"), Metallica Resources Inc. ("Metallica") and New Gold Inc. ("New Gold") have entered into an agreement with respect to the business combination of Peak, Metallica and New Gold. The business combination will be effected by way of a statutory plan of arrangement of Peak pursuant to Section 288 of the Business Corporations Act (British Columbia) (the "BC Arrangement"), whereby New Gold will acquire all of the outstanding common shares of Peak (the "Peak Common Shares") and effect certain related transactions. Pursuant to the Arrangement, Peak shareholders will receive 0.1 of a common share of New Gold ("New Gold Common Share") plus C$0.0001 in cash for each Peak Common Share. Shareholders of Metallica will be asked, at an annual and special meeting to be held on the same day as the Meeting, to approve an arrangement (the "CBCA Arrangement") pursuant to which all of the common shares of Metallica will be acquired by New Gold and Metallica will also become a wholly-owned subsidiary of New Gold. The BC Arrangement will not proceed unless the CBCA Arrangement is completed concurrently. Subject to obtaining court approval and satisfying all other conditions to closing, including the approval of Peak’s shareholders, it is anticipated that the Transaction will be completed on or about June 30, 2008. Any capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the management information circular of Peak accompanying this letter.

Upon completion of the BC Arrangement, each holder of a Peak Warrant outstanding immediately prior to the Effective Time will receive, upon the subsequent exercise of such holder’s Peak Warrant, in accordance with its terms, in lieu of each Peak Common Share to which such holder would have been entitled upon such exercise, but for the same aggregate consideration payable therefor, 0.1 of a New Gold Common Share and C$0.0001 in cash. As is the case under the existing terms of the Peak Warrants with respect to Peak Common Shares obtained upon exercise, New Gold Common Shares obtained upon exercise after the Effective Time may be subject to restrictions upon resale as specified in the relevant Peak Warrants. Holders of Peak Warrants should consult their professional advisors with respect to these conditions and restrictions. The Peak Warrants that are currently listed on the TSXV will continue to be listed on the TSXV or will be listed on the TSX after completion of the BC Arrangement.

The above-noted steps will occur automatically as part of the BC Arrangement. The certificates currently evidencing the rights of holders of the Peak Warrants will continue to evidence such rights, and no further action is required on the part of holders of Peak Warrants.

Yours very truly,

(Signed) "Robert Gallagher"

Robert Gallagher
President and Chief Executive Officer