Exhibit 99.1
BEADELL RESOURCES LIMITED
-and-
BEADELL (BRAZIL) PTY LTD.
-and-
BEADELL (BRAZIL 2) PTY LTD.
-and-
PEAK MINES LTD.
-and-
0786244 B.C. LIMITED
-and-
NEW GOLD INC.
AGREEMENT FOR THE PURCHASE AND SALE OF QUOTAS
January 27, 2010
TABLE OF CONTENTS
ARTICLE 1
INTERPRETATION
ARTICLE 2
PURCHASE AND SALE OF QUOTAS
ARTICLE 3
CLOSING
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND BEADELL
ARTICLE 6
1.1 Defined Terms.
2
1.2 Construction and Interpretation.
12
1.3 Currency.
12
1.4 Affiliated Persons.
12
1.5 Entire Agreement.
12
1.6 Applicable Law.
13
1.7 Severability.
13
1.8 Amendment and Waivers.
13
1.9 Time of Essence.
13
1.10 Statutory References.
13
1.11 Schedules.
13
2.1 Purchase and Sale of MPBA Quotas.
14
2.2 Issued Beadell Shares.
15
2.3 Intercompany Loans.
16
2.4 Voluntary Escrow Deed.
16
3.1 Closing.
16
3.2 Closing Deliveries by the Sellers.
16
3.3 Closing Deliveries by Purchaser.
17
3.4 Conditions to Closing in Favour of the Sellers.
19
3.5 Conditions to Closing in Favour of the Purchasers and Beadell.
20
3.6 Termination.
21
4.1 Representations and Warranties Relating to the Sellers.
21
4.2 Representations and Warranties Relating to MPBA.
23
4.3 Disclosure Letter.
32
4.4 Disclosure.
33
4.5 Knowledge.
33
4.6 Survival of Representations and Warranties of the Majority Seller.
33
5.1 Representations and Warranties Relating to the Purchaser and Beadell.
33
5.2 Knowledge.
37
5.3 Survival of Representations and Warranties of the Purchaser and Beadell.
37
REPRESENTATIONS WARRANTIES OF NEW GOLD
6.1 Representations and Warranties Relating to New Gold.
37
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ARTICLE 7
CONDUCT OF BUSINESS