Newgold, Inc. - Form DEF 14A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
SCHEDULE
14A Information
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. _________)
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Filed
by the
Registrant x
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Filed
by a Party other than the Registrant ¨
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule 14a-12
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NEWGOLD,
INC.
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(Name
of Registrant as Specified In Its Charter)
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______________________________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
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(1)
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Title
of each class of securities to which transaction
applies: _____________________________________________
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(2)
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Aggregate
number of securities to which transaction
applies: _____________________________________________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined) _____________________________________________
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(4)
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Proposed
maximum aggregate value of
transaction: _____________________________________________
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(5)
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Total
fee
paid: _____________________________________________
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed: September 29, 2006
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400
Capitol Mall, Suite 900
Sacramento,
CA 95814
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON OCTOBER 20, 2006
TO
THE
STOCKHOLDERS:
The
2006
Annual Meeting of Stockholders of Newgold, Inc., a Delaware corporation, will
be
held at the Incline Village Championship Golf Course, 955 Fairway Blvd., Incline
Village, Nevada on Friday, October 20, 2006 at 9:00 A.M. (Pacific Time) for
the
purpose of considering and voting upon:
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1.
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the
election of four directors to serve on the Board of Directors until
the
2007 Annual Meeting of Stockholders or until their successors have
been
duly elected and qualified;
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2.
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the
approval of the 2006 Stock Option Plan;
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3.
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Amending
the Certificates of Incorporation to change the Company’s name; and
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4.
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the
transaction of any other business that is properly presented before
the
annual meeting or any adjournment or postponement thereof.
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All
holders of shares of common stock, as of the close of business on September
22,
2006, are entitled to receive notice of, and to vote at, the annual meeting
or
any adjournment or postponement thereof.
All
stockholders are cordially invited to attend the meeting in person. However,
to
assure your representation at the meeting, you are urged to submit your proxy
as
promptly as possible according to the enclosed instructions, whether or not
you
plan to attend the meeting. Any stockholder attending the meeting may vote
in
person even if he or she submitted a proxy.
By
Order
of the Board of Directors,
/s/
A.
Scott Dockter
A.
Scott
Dockter
Chief
Executive Officer
Sacramento,
California
September
29, 2006
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IMPORTANT
Whether
or not you expect to attend the 2006 Annual Meeting of Stockholders
in
person, please complete, date, sign, and return the enclosed proxy
card in
the enclosed envelope, which requires no postage if mailed in the
United
States. Your proxy will be revocable any time prior to its exercise
either
in writing or by voting your shares personally at the 2006 Annual
Meeting
of Stockholders.
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NEWGOLD,
INC.
400
Capitol Mall, Suite 900
Sacramento,
CA 95814
PROXY
STATEMENT
FOR
2006
ANNUAL MEETING OF STOCKHOLDERS
This
Proxy Statement is being furnished to holders of common stock, no par value
per
share (the “Common Stock”) of Newgold, Inc., a Delaware corporation (“Newgold”
or the “Company”), in connection with the solicitation of proxies by the Board
of Directors (“Board”) for use at Newgold’s Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on October 20, 2006 at 9:00 a.m., local time, or at
any adjournment(s) or postponement(s) thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at the Incline Village Championship Golf Course, 955
Fairway Blvd., Incline Village, Nevada 89451. The telephone number at that
address is (775) 832-1303.
This
Proxy Statement and the enclosed proxy card, together with Newgold’s Annual
Report on Form 10-KSB for the fiscal year ended January 31, 2006 and a copy
of
the Newgold 2006 Stock Option Plan, were mailed on or about September 29, 2006
to all stockholders entitled to vote at the Annual Meeting.
INFORMATION
CONCERNING SOLICITATION AND VOTING
The
purposes of the Annual Meeting are: (i) to elect four (4) directors to serve
for
the ensuing year and until their successors are duly elected and qualified;
(ii)
to approve the 2006 Stock Option Plan; (iii) to approve the change of the
Company’s name to Firstgold Corp; and (iv) to transact such other business as
may properly come before the meeting or any adjournment thereof.
Stockholders
Entitled to Vote; Record Date
Only
holders of record of Common Stock at the close of business on September 22,
2006
(the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were 72,644,240 shares of Common Stock outstanding.
Any
proxy
given pursuant to this solicitation may be revoked by the person giving it
at
any time before its use by delivering to the Company (Attn: Corporate Secretary)
a written notice of revocation or a duly executed proxy bearing a later date,
or
by attending the Annual Meeting and voting in person. Attending the Annual
Meeting in and of itself will not constitute a revocation of a
proxy.
Voting
Procedures
General.
Your
shares will be voted in accordance with the instructions you indicate when
you
submit your proxy. If you submit a proxy, but do not indicate your voting
instructions, your shares will be voted as follows:
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FOR
the election of the director nominees listed in this proxy
statement;
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FOR
the approval of the 2006 Stock Option Plan;
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FOR
the approval of the Company name change;
and
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At
the discretion of the proxy holders, upon such other business as
may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
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Voting
by Mail.
By
signing and returning the enclosed proxy card according to the instructions
provided, you are enabling the individuals named on the proxy card, known as
“proxies,” to vote your shares at the meeting in the manner you indicate. We
encourage you to sign and return the proxy card even if you plan to attend
the
meeting. In this way your shares will be voted even if you are unable to attend
the meeting.
Voting
in Person at the Meeting. If
you plan to attend the Annual Meeting and vote in person, Newgold will provide
you with a ballot at the meeting. If your shares are registered directly in
your
name, you are considered the stockholder of record, and you have the right
to
vote in person at the meeting. If your shares are held in the name of your
broker or other nominee, you are considered the beneficial owner of shares
held
in your name. In that case, and if you wish to vote at the meeting, you will
need to bring with you to the meeting a legal proxy from your broker or other
nominee authorizing you to vote these shares.
Each
share of Common Stock outstanding on the Record Date entitles its owner to
one
vote on all matters. With respect to the election of directors, every
stockholder voting at the election of directors may cumulate such stockholder’s
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the stockholder’s
shares are entitled, or distribute the stockholder’s votes on the same principle
among as many candidates as the stockholder thinks fit, provided that votes
cannot be cast for more than eight candidates. However, no stockholder shall
be
entitled to cumulate votes unless the candidate’s name has been placed in
nomination prior to the voting and the stockholder, or any other stockholder,
has given notice at the Annual Meeting prior to the voting of the intention
to
cumulate the stockholder’s votes. On all other matters, each share of Common
Stock has one vote.
Expenses
of solicitation of proxies will be borne by Newgold. Newgold may reimburse
brokerage firms and other persons representing beneficial owners of shares
for
their expenses in forwarding solicitation materials to such beneficial owners.
Proxies may also be solicited by certain of Newgold’s directors, officers and
regular employees, without additional compensation, personally or by telephone,
telegram or letter. Newgold may engage the services of a
professional
proxy solicitation firm to aid in the solicitation of proxies from certain
brokers, bank nominees and other institutional owners. Newgold’s costs for such
services, if retained, will not be material.
A
majority of the shares of Common Stock outstanding on the Record Date and
entitled to vote must be present, in person or represented by proxy, to
constitute the required quorum for the transaction of business at the Annual
Meeting. Shares that are voted “FOR,” “AGAINST,” or “WITHHELD” are treated as
being present at the meeting for purposes of establishing a quorum. Shares
that
are voted “FOR” or “AGAINST” a matter will also be treated as shares entitled to
vote (the “Votes Cast”) with respect to such matter.
A
plurality of Votes Cast is required for the election of directors and only
affirmative votes (either “FOR” or “AGAINST”) will affect the outcome of the
election of directors. The affirmative vote of a majority of the outstanding
Common Stock entitled to vote on the matter is required to approve the 2006
Stock Option Plan and name change.
While
there is no definitive statutory or case law authority in California as to
the
proper treatment of abstentions or broker “non-votes,” Newgold believes that
both abstentions and broker “non-votes” should be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Newgold further believes that neither abstentions nor broker “non-votes” should
be counted as shares “represented and voting” with respect to a particular
matter for purposes of determining the total number of Votes Cast with respect
to such matter. In the absence of controlling precedent to the contrary, Newgold
intends to treat abstentions and broker “non-votes” in this manner. Accordingly,
abstentions and broker “non-votes” will not affect the determination as to
whether the requisite majority of Votes Cast has been obtained with respect
to a
particular matter.
A
broker
“non-vote” occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received instructions from
the beneficial owner. Nominees will not have discretionary voting power with
respect to the proposal to approve the 2006 Stock Option Plan or the proposed
Company name change, and will consequently be unable to vote shares held by
beneficial owners who do not give voting instructions to nominees with respect
to these proposals.
Requirements
for Stockholder Proposals to be Considered for Inclusion in Proxy
Materials. Stockholders
of the Company are entitled to present proposals for consideration at
forthcoming stockholder meetings provided that they comply with the proxy rules
promulgated by the Securities and Exchange Commission or the Bylaws of the
Company. Stockholders who wish to have a proposal considered for inclusion
in
the Company’s proxy materials for the Company’s 2007 Annual Stockholder Meeting
must submit such proposal to the Company by February 15, 2007. The submission
of
a proposal does not guarantee that it will be included in the Company’s proxy
statement or proxy.
Requirements
for Stockholder Proposals not to be Included in Proxy Materials. Stockholders
who wish to present a proposal at an annual meeting of stockholders that is
not
intended to be included in the proxy materials relating to such meeting must
deliver notice of such proposal to the Secretary of the Company at the Company’s
principal executive offices by April 30, 2007.
Stockholder
Information
If
you
share an address with another stockholder, you may receive only one set of
proxy
materials (including the Annual Report on Form 10-KSB and proxy statement)
unless you have previously provided contrary instructions. If you wish to
receive a separate set of proxy materials, please request the additional copies
by writing or contacting Newgold’s Chief Executive Officer at 400 Capitol Mall,
Suite 900, California 95814, telephone (916) 449-3913 Similarly, if you share
an
address with another stockholder and have received multiple copies of the proxy
materials, you may contact Newgold at the address or telephone number above
to
request that only a single copy of these materials be delivered to your address
in the future.
PROPOSAL
1
ELECTION
OF DIRECTORS
Description
of Current Board of Directors
A
board
of three (3) directors is to be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
three nominees named below, all of whom are presently directors of the Company.
In the event that any such nominee is unable or declines to serve as a director
at the time of the Annual Meeting of Stockholders, the proxies will be voted
for
any nominee who shall be designated by the present Board of Directors to fill
the vacancy. In the event that additional persons are nominated for election
as
directors, the proxy holders intend to vote all proxies received by them in
such
a manner in accordance with cumulative voting as will assure the election of
as
many of the nominees listed below as possible, and, in such event, the specific
nominees to be voted for will be determined by the proxy holders. The three
nominees for director receiving the highest number of affirmative votes of
the
shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum, but have no other legal effect under Delaware law.
It is
not expected that any nominee will be unable or will decline to serve as a
director. The term of office of each person elected as a director will continue
until the next Annual Meeting of Stockholders or until a successor has been
elected and qualified.
The
names
of the nominees, and certain information about them as of the Record Date,
are
set forth below.
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Name
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Age
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Position
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A.
Scott Dockter
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50
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Chairman,
Chief Executive Officer and Director
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James
W. Kluber
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55
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Chief
Financial Officer, Secretary and Director
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Terrence
Lynch
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47
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Director
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Stephen
Akerfeldt
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62
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Director
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A.
Scott Dockter
has been
the Chief Executive Officer and Chairman since December 2000, assuming such
positions upon the resignation of James Cutburth. Mr. Dockter had previously
served as Newgold’s CEO and President from November 1996 until February 2000 at
which
time
Mr. Cutburth assumed such positions. Mr. Dockter has been self-employed in
the business sector since 1978 and currently operates his business through
ASD
CORP and ASDi LLC. He has held a Class A General Engineering and Contracting
License for more than 20 years, operating his businesses in California, Nevada
and Montana, specializing in earth moving, mining, pipeline projects,
structures, dams, industrial parks and sub divisions. Mr. Dockter has directed
his companies in large landfill operations, underground concrete structures
projects, large excavations, reclamation projects and others, which include
state and local municipal projects. Mr. Dockter has also been a real estate
developer, worked on oil & gas projects and has spent 15 years in the mining
industry. He has personally owned mines, operated mines, constructed mine
infrastructures (physical, production and process) and produced precious metals.
In January 2002, Mr. Dockter pleaded guilty to one felony charge of
environmental pollution and was sentenced to 5 months in a Federal detention
camp and a $5,000 fine. The charge related to the release in the summer 1997
of
a hazardous material (asbestos) at a demolition project owned by Riverfront
Development Corporation, a corporation founded by Mr. Dockter of which he
was then the CEO.
James
W. Kluber
has been
the Chief Financial Officer of Newgold since February 2000 and a director since
April 2000. Mr. Kluber has served as a senior financial consultant in a
variety of service and technology environments with special focus on high growth
companies and restructuring operations. He has successfully raised capital
for
companies in a variety of markets, utilizing public and private equity as well
as securitized and unsecured debt to accomplish funding requirements. From
December 2001 to September 2003, Mr. Kluber was the CFO and until October 2006
was the interim CEO of NutraCea a public company involved in the development
and
distribution of products based on the use of stabilized rice bran. Additionally,
he was the Senior Vice President and CFO from 1996 to 1999 for RealPage, Inc.
a
leading provider of software and services to the real estate industry. From
1993
to 1996 he served as Vice President of Financial Operations for two public
companies sponsored by Security Capital Group, ProLogis Trust and Archstone
Communities.
Terrence
Lynch
was
appointed to the Board of Directors in July 2006. Since September of 2005,
Mr. Lynch has been a partner with Kingsmill Capital Partners, a financial
advisory firm specializing in advising both public and private early stage
growth companies. Prior to joining Kingsmill Capital he spent fifteen years
operating start up companies in Industrial Products, Oil & Gas, and Media.
Experienced in developing the necessary financial structure to maximize a
company’s ability to secure growth capital, Mr. Lynch has raised corporate
capital via debentures, limited partnerships, and royalty financing in addition
to conventional equity placements. Mr. Lynch graduated in 1981 from St. Francis
Xavier University with a joint honors degree in Economics and a
BBA.
Stephen
Akerfeldt
was
appointed to the Board of Directors on September 12, 2006. Mr. Akerfeldt
is currently chairman of the board of Jura Energy Corporation which is an oil
and gas exploration company based in Calgary, Canada. In 1998 he became part
owner and currently serves as president of the Ritz Plastics Inc. which produces
an injection molder for precision plastic parts used primarily in the automotive
industry. In 1990 and 1991, Mr. Akerfeldt was part owner of the Sketchley
Cleaners which consisted of a chain of dry cleaning facilities which he sold
in
2003. Mr. Akerfeldt has worked as a business consultant to various companies
and
entrepreneurs since the mid-1990’s. Mr. Akerfeldt joined the accounting firm of
Coopers and
Lybrand
in 1965 and from 1974 through 1987 he was a partner in the firm’s Toronto
office. His accounting practice included a broad range of clients including
investment dealers, public mining companies, insurance companies, public oil
and
gas producers and manufacturing companies, both public and private. Mr.
Akerfeldt holds a Bachelor of Arts degree from the University of Waterloo and
became a chartered accountant with the Institute of Chartered Accountants of
Ontario in 1970.
The
current Directors will serve and hold office until the next annual stockholders'
meeting or until their respective successors have been duly elected and
qualified. Newgold’s executive officers are appointed by the Board of Directors
and serve at the discretion of the Board.
Family
Relationships
There
are
no family relationships between any director or executive officer.
Board
Meetings and Committees
Our
Board
of Directors held six meetings during the fiscal year ended January 31, 2006
and
acted by unanimous written consent on two occasions. The Board does not
currently have an Audit, Executive or Compensation Committee. At the current
time, the entire Board of Directors acts to provide equivalent functions that
would be provided by these committees. However, we have recently appointed
Stephen Akerfeldt as our Audit Committee financial expert and to be chairman
of
the Audit Committee. We have only four directors, two of whom are also officers
of Newgold. We plan to appoint additional directors to our Board and appoint
additional independent directors to the Audit Committee during the current
year.
The
Board
has not established a Nominating Committee and no charter has been adopted,
because the entire Board acts to provide the equivalent functions that would
be
provided by a Nominating Committee. In evaluating potential candidates for
membership on the Board, the Board may consider such factors as it deems
appropriate. These factors may include judgment, skill, diversity, integrity,
experience with businesses and other organizations of comparable size, the
interplay of the candidate’s experience with the experience of other Board
members and the extent to which the candidate would be a desirable addition
to
the Board and any committees of the Board. While the Board has not established
any specific minimum qualifications for director nominees, the Board believes
that demonstrated leadership, as well as significant years of service, in an
area of endeavor such as business, finance and related industry, is a desirable
qualification for service as a director of Newgold.
The
Board
has a policy with respect to the consideration of director candidates
recommended by stockholders. Any stockholder may make recommendations to the
Board for membership on the Board by sending a written statement of the
qualifications of the recommended individual to: Secretary, Newgold, 400 Capitol
Mall, Suite 900, Sacramento, California 95814. Such recommendations should
be
received no later than ninety (90) days prior to the annual meeting for which
the stockholder wishes his or her recommendation to be considered. The Board
will evaluate candidates recommended by stockholders on the same basis as it
evaluates other candidates, including the following criteria:
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Directors
should be of the highest ethical character and share values that
reflect
positively on themselves and
Newgold.
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Directors
should have reputations, both personal and professional, consistent
with
the image and reputation of
Newgold.
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Directors
should be highly accomplished in their respective fields, with superior
credentials and recognition.
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The
fact
that a proposed director nominee meets some or all of the above criteria will
not obligate the Board to nominate or recommend the candidate for director
in
the proxy materials.
Stockholder
Communication Policy
Stockholders
may send communications to the Board or individual members of the Board by
writing to them, care of Secretary, Newgold, 400 Capitol Mall, Suite 900,
California 95814, who will forward the communication to the intended director
or
directors. If the stockholder wishes the communication to be confidential,
then
the communication should be provided in a form that will maintain
confidentiality.
Attendance
of Directors at Annual Meetings of Stockholders
Newgold
has a policy of encouraging, but not requiring, directors to attend Newgold’s
annual meeting of stockholders.
Director
Compensation
Directors
are eligible to participate in Newgold’s 2006 Stock Option Plan. Subsequent to
the fiscal year end, upon adoption of the 2006 Stock Option Plan by the Board,
in July 2006, the Board made the following awards: A Scott Dockter received
options to purchase 500,000 shares of Newgold common stock, James Kluber
received options to purchase 400,000 shares of Newgold common stock, and
Terrence Lynch and Stephen Akerfeldt each received options to purchase 250,000
shares of Newgold common stock.
Code
of Business Conduct and Ethics
The
Board
has adopted a Code of Business Conduct and Ethics that applies to all directors,
officers and employees of Newgold. Newgold will provide any person, without
charge, a copy of this Code. Requests for a copy of the Code may be made by
writing to Newgold at 400 Capitol Mall, Suite 900, Sacramento, California 95814.
Attention: Secretary.
Recommendation
of the Board
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED
DIRECTORS.
PROPOSAL
TWO
Approval
of the Newgold 2006 Stock Option Plan
Stockholders
are being asked to approve the 2006 Stock Option Plan (“2006 Plan”). On July 25,
2006, the Board adopted the 2006 Plan. As of the Record Date, options to
purchase 1,600,000 shares of Newgold common stock have been granted under the
2006 Plan.
At
the
Annual Meeting, Newgold is seeking stockholder approval of the 2006
Plan.
The
Board
has determined that it is in the best interest of Newgold and its stockholders
to approve the 2006 Plan. The Board believes that:
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grants
of stock options help create long-term equity participation in Newgold
and
thereby assist it in attracting, retaining, motivating and rewarding
employees, consultants and directors;
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stock
options, are essential to attracting new employees and others who
contribute to Newgold's growth and
development;
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to
remain competitive with other mineral exploration companies with
regard to
its long-term incentive plans, Newgold must provide employees with
some
level of equity compensation and that an inability to offer equity
incentives to new and current employees would put Newgold at a competitive
disadvantage with respect to attracting and retaining qualified personnel;
and
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all
levels of employees and consultants, not only executive officers
and
directions, should be allowed to participate in equity compensation
through the grant of stock options, thereby providing incentive to
all of
Newgold’s team to advance the success of
Newgold.
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Summary
of the 2006 Plan
The
following is a summary of the principal provisions of the 2006 Plan. This
summary is qualified in its entirety by reference to the full text of the 2006
Plan, which is attached as an appendix to this proxy statement.
Administration.
The
2006
Plan is administered by the Board (the “Administrator”). The Administrator acts
as the manager of the 2006 Plan, and as such has the power, subject to the
terms
and restrictions set forth in the 2006 Plan, to select the persons
(“Participants”) to receive options (“Options”) under the 2006 Plan
(collectively, “Awards”), to fix the number of shares that each Participant may
acquire, to set the terms and conditions of each Award (including any vesting
or
exercisability provisions or limitations regarding any Award and/or the shares
of common stock relating thereto, and the waiver, amendment, extension or
acceleration of any such provisions or limitations), and to determine all other
matters relating to the operation of the 2006 Plan, subject to applicable law.
Determinations made by the Administrator are final and binding on all parties.
The Administrator may delegate certain authorities and duties to officers or
employees of Newgold.
Eligibility.
Every
person who at the date on which an Award was granted to the person (the “Grant
Date”) is an employee of Newgold or any Affiliate is eligible to receive Awards,
including options that are intended to be incentive stock options (“ISOs”)
within the meaning of the Internal Revenue Code of 1986, as amended (“Code”).
The term "Affiliate" means a "parent corporation" or a "subsidiary corporation"
as defined in the applicable provisions of the Code. Every person who at the
Grant Date is a consultant to Newgold or any Affiliate, or any person who is
a
director of Newgold but not an employee, is eligible to receive Awards,
including non-qualified options (“NQOs”), but is not eligible to receive ISOs.
Employees may also receive NQOs.
Granting
of Options. No
Options may be granted under the 2006 Plan after 10 years from the date the
Board initially adopted the 2006 Plan. An Option generally expires 10 years
from its Grant Date, unless an earlier expiration date is specified by the
Administrator at the Grant Date, except that an ISO granted to any ten percent
stockholder expires five years from the Grant Date. The exercise price of an
ISO
or an NQO will be determined by the Administrator, and for ISOs must be at
least
equal to the fair market value of the stock covered by the ISO at the Grant
Date
(110% of the fair market value for ISOs granted to a ten percent stockholder).
Each
Award will be evidenced by a written agreement (in the case of Options, referred
to as the “Stock Option Agreement”), in a form satisfactory to Newgold, executed
by Newgold and the Participant to whom the Award is granted. Provisions of
Stock
Option Agreements need not be the same for each Participant. Awards may, in
the
sole discretion of the Administrator, be exercisable entirely at the Grant
Date
or at such times and in such amounts as the Administrator may specify.
Corporate
Transactions.
The 2006
Plan provides that if Newgold is merged into or consolidated with another
corporation under circumstances where Newgold is not the surviving corporation,
is liquidated or dissolved, is the surviving corporation of a merger after
which
the stockholders of Newgold cease to own their shares or other equity interests
in Newgold, sells or otherwise disposes of substantially all its assets to
another corporation, or completes any other transaction which qualifies as
a
“corporate transaction” under Section 424(a) of the Code wherein the
stockholders of Newgold give up all of their equity interest in Newgold, the
successor corporation may assume, convert or replace any outstanding Awards.
In
the alternative, the successor corporation may substitute any outstanding Awards
with substantially equivalent Awards or provide substantially similar
consideration to Participants as was provided to stockholders, after taking
into
consideration the existing provisions of the Awards. The successor corporation
may also issue, in place of outstanding Awards of Newgold held by a Participant,
substantially similar Awards or other property subject to repurchase
restrictions no less favorable to the Participant. If the successor corporation
refuses to assume or substitute
outstanding
options, such options will become fully vested and exercisable for a period
of
fifteen (15) days after which the options will expire.
Payment
of Exercise Price. Except
as
described below, payment in full, in cash, generally must be made for all stock
purchased at the time a written notice of exercise is given to Newgold. Proceeds
of any such payment will constitute general funds of Newgold. The exercise
price
of options granted under the Newgold 2006 Plan may be paid as approved by the
Administrator at the time of grant: (a) in cash (by check); (b) by
cancellation of indebtedness of Newgold to the Participant; (c) by
surrender of shares of common stock owned by the Participant for at least six
months and having a fair market value on the date of surrender equal to the
aggregate exercise price of the option; (d) by waiver of compensation due
to or accrued by the Participant for services rendered; (e) by a secured
promissory note; or (f) by any combination of the foregoing.
Termination
of Employment.
Any
Award or portion thereof that has not vested on or before the date on which
a
Participant ceases, for any reason, with or without cause, to be an employee
or
director of, or a consultant to, Newgold or an Affiliate ("Employment
Termination"), expires upon the date of Employment Termination. An Award or
portion thereof that has vested as of the date of Employment Termination, to
the
extent the Award has not then expired or been exercised, is exercisable for
a
period of three (3) months after the date of Employment Termination or such
longer time period not exceeding five years as the Administrator may determine.
If, however, Employment Termination is due to the disability or death of the
Participant, then the Participant or the Participant's representative may,
within 12 months after the date of Employment Termination or such shorter
or longer time period not exceeding five years as the Administrator may
determine, exercise such Award rights to the extent they were vested on the
date
of Employment Termination.
Amendment,
Suspension or Termination of the 2006 Plan.
The
Board may at any time amend, alter, suspend or discontinue the 2006 Plan without
stockholder approval, except as required by applicable law; provided, however,
that no amendment, alteration, suspension or discontinuation shall be made
that
would impair the rights of any Participant under any Award previously granted,
without the Participant's consent, except to conform the 2006 Plan and Awards
granted under the 2006 Plan to the requirements of federal or other tax laws.
ERISA,
Internal Revenue Code.
The 2006
Plan is not subject to the ERISA and is not qualified under Section 401(a)
of the Code.
Summary
of Federal Income Tax Consequences
The
following description of federal income tax consequences associated with
participation in the 2006 Plan is based on current provisions of the Code and
administrative and judicial interpretations thereof. It does not describe
applicable state, local, or foreign tax considerations, nor does it discuss
any
estate or gift tax considerations. The applicable rules are complex and may
vary
depending upon a Participant's individual circumstances. The following
description is thus necessarily general and does not address all of the
potential federal and other income tax consequences to every Participant of
the
2006 Plan or in connection with transactions thereunder.
Incentive
Stock Options
In
general, an ISO must be exercised within 90 days of Employment Termination
to retain the federal income tax treatment described above. This 90-day period
does not apply in the case of a Participant who dies while owning an Option.
In
the case of a Participant who is permanently and totally disabled, as defined
in
the Code, this 90-day period is extended to 12 months. The 2006 Plan allows
Newgold to extend the period during which a Participant may exercise the Option.
In all events, if an Option is exercised more than three months after Employment
Termination, it will, except in the cases of a permanently and totally disabled
or deceased Participant, not qualify as an ISO.
A
Participant generally will be entitled to long-term capital gain treatment
upon
sale (other than to Newgold) or other disposition of Option Shares held longer
than two years from the grant date and one year from the date the Participant
receives the shares. If the Option Shares are sold or disposed of (including
by
gift, but not including certain tax-free exchanges) before both of these holding
periods have expired (a “Disqualifying Disposition”), the Option Spread (but
generally not more than the amount of gain if the Disqualifying Disposition
is a
sale) is taxable as ordinary income. For this purpose, the Option Spread is
measured at the Exercise Date unless the Option Shares were subject to a
substantial risk of forfeiture upon purchase and the Participant did not
file a Section 83(b) Election, in which event the Option Spread is
measured at the date the restriction lapsed. If gain on a Disqualifying
Disposition exceeds the amount treated as ordinary income, the excess is capital
gain, which will be characterized as long term or short term, depending on
the
holding period. The holding period for Option Shares commences with the Option
exercise date unless the shares are subject to a substantial risk of forfeiture
and no Section 83(b) Election is filed, in which event the holding period
commences with the date the risk of forfeiture lapsed. A sale of common stock
to
Newgold, including use of common stock to pay withholding or withheld by Newgold
upon exercise of an ISO, will constitute a redemption of such common stock
and
may be taxable as a dividend unless certain tests in the Code are met.
Non-Qualified
Stock Options
A
Participant does not have taxable income upon the grant of a NQO, provided
that
the exercise price is at least equal to the fair market value of the common
stock on the grant date. Federal income tax consequences upon exercise will
depend upon whether the Option Shares thereby acquired are subject to a
substantial risk of forfeiture, described above. If the Option Shares are not
subject to a substantial risk of forfeiture (or if they are subject to such
a
risk and the Participant files a Section 83(b) Election with respect to the
shares), the Participant will have ordinary income at the time of exercise
measured by the Option Spread on the exercise date. The Participant's tax basis
in the Option Shares will be their fair market value on the date of exercise,
and the holding period for purposes of determining capital gain or loss also
will begin with
the
day after transfer. If the Option Shares are
restricted
and no Section 83(b) Election is filed, the Participant will not be taxable
upon exercise, but instead will have ordinary income on the date the
restrictions lapse, in an amount equal to the Option Spread on the date of
lapse. In such a case, the Participant's holding period will also begin with
the
date of lapse.
Upon
sale
other than to Newgold of Option Shares acquired under an NQO, a Participant
generally will recognize capital gain or loss to the extent of the difference
between the sale price and the Participant's tax basis in the shares, which
will
be long term or short term depending on the holding period. A sale of shares
to
Newgold will constitute a redemption of such shares, which may be taxable as
a
dividend.
New
Plan Benefits
The
grant
of Options under the 2006 Plan to executive officers, including the officers
named in the Summary Compensation Table, is subject to the discretion of the
Administrator. As of the date of this Proxy Statement, there has been no
determination by the Administrator with respect to future Awards under the
2006
Plan. Accordingly, future Awards are not determinable. The table of option
grants under “Executive Compensation” does not provide information with respect
to the grant of options to the Named Officers under the 2006 Plan as the Plan
had not been adopted as of the end of fiscal year 2006. The section of this
Proxy Statement entitled “Election
of Directors—Director Compensation”
set
forth above provides information with respect to the grant of stock to Newgold's
directors during the current fiscal year 2007.
Vote
Required
The
approval of the 2006 Stock Option Plan requires the affirmative approval of
a
majority of the shares of common stock that are outstanding on the Record Date.
Recommendation
of the Board of Directors
OUR
BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE 2006 STOCK OPTION
PLAN.
PROPOSAL
THREE
Amendment
to Certificate of Incorporation to Change Company Name
On
September 12, 2006, our Board of Directors voted unanimously to authorize and
recommend that the Company’s stockholders approve a proposal to effect a name
change. The name change will become effective upon filing of the Amendment
with
the Delaware Secretary of State, but the Board of Directors reserves the right
not to make such filing if it deems it appropriate not do so.
Reasons
for the Name Change.
Due to
the fact that the name “Newgold” is not available for registration in Canada and
to differentiate the Company from other mineral exploration companies, the
Company has determined to change its name to “Firstgold Corp.” The Company
believes this name will continue to identify the Company’s business as being
related to the exploration of gold and other natural resources and will allow
for the name registration in all 50 states and Canada.
Vote
Required
The
approval to amend the Company’s Certificate of Incorporation to effectuate the
name change requires the affirmative approval of a majority of the shares of
common stock that are outstanding on the Record Date.
Recommendation
of the Board of Directors
OUR
BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL TO AMEND THE CERTIFICATE
OF
INCORPORATION TO CHANGE THE COMPANY’S NAME TO FIRSTGOLD,
CORP.
Audit
Report
As
stated
elsewhere in this proxy statement, Newgold did not have a separate Audit
Committee during fiscal year 2006. Consequently, all of the functions of the
Audit Committee were performed by the Board of Directors as a whole, including
the review and authorization of all non-audit fees incurred by Newgold. All
of
the non-audit fees incurred by Newgold were authorized by the Board of
Directors.
The
Board
of Directors has reviewed and discussed with Newgold’s management the audited
consolidated financial statements as of and for the year ended January 31,
2006.
The
Board
has also discussed with Singer Lewak Greenbaum & Goldstein, LLP, Newgold’s
independent auditors (“SLGG”), the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as amended,
by the Auditing Standards Board of the American Institute of Certified Public
Accountants.
The
Board
has received and reviewed the written disclosures and the letter from SLGG
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, and has discussed with SLGG
its
independence. The material contained in this Audit Committee Report is not
soliciting material, is not deemed filed with the SEC, and is not incorporated
by reference in any filing of the company under the Securities Act, or the
Exchange Act, whether made before or after the date of this proxy statement
and
irrespective of any general incorporation language in such filing.
Based
on
the reviews and discussions referred to above, the Board has approved the
audited financial statements referred to above be included in Newgold’s Annual
Report on Form 10-KSB for the year ended January 31, 2006 filed with the
Securities and Exchange Commission.
Independent
Public Accountants
Newgold’s
independent public accountants for the last completed fiscal year ended January
31, 2006, were Singer Lewak Greenbaum & Goldstein, LLP (“SLGG”). The Board
anticipates that representatives of SLGG will not be present at the Annual
Meeting. The Board has not yet selected its principal independent accountants
for the current fiscal year. The selection of our independent accountant’s is
expected prior to the end of our current fiscal year.
Audit
Fees
The
aggregate fees billed by SLGG to Newgold for professional services rendered
for
the audit of Newgold’s financial statements for the fiscal year, for reviews of
the financial statements included in Newgold’s Forms 10-QSB for the fiscal year,
and for services provided by SLGG in connection with statutory or regulatory
filings for the fiscal year, were $25,000 for the fiscal year ended January
31,
2005 and $59,327 for the fiscal year ended January 31, 2006.
All
Other Fees
No
other
fees were billed by SLGG to Newgold for products and services rendered for
fiscal years 2005. In fiscal year 2006, SLGG billed $24,598 for Audit-Related
Fees while no fees were billed for tax fees or other accounting
fees.
Rules
adopted by the Securities and Exchange Commission in order to implement
requirements of the Sarbanes-Oxley Act of 2002 require public company audit
committees or in the absence of an Audit Committee its Board of Directors,
to
pre-approve audit and non-audit services. The Board has adopted a policy for
the
pre-approval of all audit, audit related and tax services, and permissible
non-audit services provided by the independent auditors. The policy provides
for
an annual review of an audit plan and budget for the upcoming annual financial
statement audit, and entering into an engagement letter with the independent
auditors covering the scope of the audit and the fees to be paid. The Board
may
also from time-to-time review and approve in advance other specific audit,
audit
related, tax or permissible non-audit services. In addition, the Board may
from
time-to-time give pre-approval for audit services, audit related services,
tax
services or other non-audit services by setting forth such pre-approved services
on a schedule containing a description of, budget for, and time period for
such
pre-approved services. The policies require the Board to be informed of each
service, and the policies do not include any delegation of the Board’s
responsibilities to management. The Board may delegate pre-approval authority
to
one or more of its members. The member to whom such authority is delegated
will report
any pre-approval decisions to the Board at its next scheduled
meeting.
EXECUTIVE
COMPENSATION
The
following table sets forth the compensation of our chief executive officer
during the last three complete fiscal years and each officer who received annual
compensation in excess of $100,000 during the last completed fiscal
year.
|
SUMMARY
COMPENSATION TABLE
For
Years Ended January 31, 2006, 2005 and
2004
|
| |
|
|
Long
Term Compensation
|
| |
Annual
Compensation
|
|
Awards |
|
Payout |
| |
Fiscal
Year
|
Salary
|
Bonus
($)
|
Other
Annual Compensation ($)
|
|
Restricted
Stock Award(s) ($)
|
Securities
Underlying
Options
(#)
|
|
LTIP
Payout ($)
|
All
Other
Compensation
($)
|
|
Scott
Dockter
(CEO)
|
2006
|
$180,000
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
-0-
|
| |
2005
|
$
60,000
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
-0-
|
| |
2004
|
$
60,000(1)
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
-0-
|
| |
|
|
|
|
|
|
|
|
|
|
|
James
Kluber(2)
(CFO)
|
2006
|
$160,000
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
6,000(3)
|
| |
2005
|
$140,000
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
6,000
(3)
|
| |
2004
|
$140,000
|
-0-
|
-0-
|
|
-0-
|
-0-
|
|
-0-
|
6,000
(3)
|
| |
(1)
|
Of
the amounts shown, the following amounts have been deferred: 2006
-
$75,000; 2004 - $24,000. The deferred amount for 2004 was converted
to a
convertible note payable on October 1,
2004.
|
| |
(2)
|
Of
the amounts shown, the following amounts have been deferred: 2006
-
$11,057; 2005 - $93,500; 2004 - $89,000. The deferred amount for
2004 was
converted to a convertible note payable on October 1,
2004.
|
| |
(3)
|
Amount
reflects a home office allowance
|
2006
Stock Option Plan
Subsequent
to Newgold’s fiscal year end, our Board of Directors adopted the 2006 Stock
Option Plan. Under the terms of the 2006 Plan, we may grant options to purchase
up to 5,000,000 shares of our common stock which can include Incentive Stock
Options issued to employees and Nonstatutory Stock Options issuable to employees
or consultants providing services to Newgold on such terms as are determined
by
our board of directors. Our Board administers the 2006 Plan. Under the 2006
Plan, options vest not less than 20% per year and have 10-year terms (except
with respect to 10% stockholders which have five-year terms). If an option
holder terminates his/her employment with us or becomes disabled or dies, the
option holder or his/her representative will have a certain number of months
to
exercise any outstanding options. If we sell substantially all of our assets
or
are a party to a merger or consolidation in which we are not
the
surviving corporation, then we have the right to accelerate unvested options
and
will give the option holder written notice of the exercisability and specify
a
time period in which the option may be exercised. All options will terminate
in
their entirety to the extent not exercised on or prior to the date specified
in
the written notice unless an agreement governing any change of control provides
otherwise. As of September 15, 2006, options to purchase 1,600,000 shares of
common stock had been issued as follows: 500,000 options issued to A. Scott
Dockter; 400,000 options issued to James Kluber; 250,000 options issued to
Terrence Lynch; 250,000 options issued to Stephen Akerfeldt; and 200,000 options
issued to an employee for the purchase of Newgold restricted common
stock.
Options/SAR
Grants in Last Fiscal Year
The
following table sets forth certain information with respect to options or SAR
grants of Common Stock during the fiscal year ended January 31, 2006 to the
Named Executive Officers.
|
Name
|
Number
of Securities Underlying Options Granted
|
Percent
of Total Options Granted to Employees at January 31, 2006
|
Exercise
or Base Price
($
Per Share)
|
Expiration
Date
|
|
None
|
|
|
|
|
Aggregated
Option/SAR Exercises Year-End Table.
During
the fiscal year ended January 31, 2006, none of the Named Executive Officers
had
exercised any options/SARs issued by Newgold. The following table sets forth
information regarding the stock options held as of January 31, 2006 by the
Named
Executive Officers.
|
Name
|
Number
of Securities Underlying Unexercised Options at
January
31, 2006
|
Value
of Unexercised
In-the-Money
Options at
January
31, 2006
|
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|
None
|
|
|
|
|
Employment
Agreements
On
February 1, 2006, we entered into an employment agreement with A. Scott Dockter
to serve as our chief executive officer for Newgold, Inc. Pursuant to the
agreement, Mr. Dockter will receive an annual salary of $180,000 and an
automobile expense allowance of $1,000 per month. In addition, Mr. Dockter
will
be eligible to participate in any discretionary bonuses or employee stock option
plans which may be adopted in the future. The employment agreement has a term
of
three years.
On
February 1, 2006, we entered into an employment agreement with James W. Kluber
to serve as our chief financial officer of Newgold, Inc. Pursuant to the
agreement, Mr. Kluber will receive an annual salary of $160,000 and an office
expense allowance of $500 per month. In addition, Mr. Kluber will be
eligible to participate in any future discretionary bonuses or
employee
stock option plans which may be adopted in the future. The employment agreement
has a term of three years.
Employee
Pension, Profit Sharing or Other Retirement Plans
We
do not
have a defined benefit pension plan or profit sharing or other retirement plan.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the number of shares of Newgold’s Common Stock
beneficially owned as of September 15, 2006 by, (i) each executive officer
and
director of Newgold; (ii) all executive officers and directors of Newgold as
a
group; and (iii) owners of more than 5% of Newgold’s Common Stock.
|
Name
and Address of Beneficial Owner
|
Position
|
Number
of Shares Beneficially Owned
|
Percent
|
|
Officers
and Directors
|
|
|
|
|
A.
Scott Dockter
400
Capitol Mall, Suite 900
Sacramento,
CA 95814
|
Chairman
and CEO
|
21,921,306(1)
|
25.7%
|
| |
|
|
|
|
James
Kluber
327
Copperstone Trail
Coppell,
TX 75019
|
CFO,
Executive Vice President, and Secretary
|
1,795,007(2)
|
2.4%
|
| |
|
|
|
|
Terrence
Lynch
1130
Morrison Heights
Oakville,
Ontario Canada L6J 4J1
|
Director
|
250,000(3)
|
*%
|
| |
|
|
|
|
Stephen
Akerfeldt
93
Sheppard Avenue East
North
York, Ontario, Canada M2N3A3
|
Director
|
250,000(4)
|
*%
|
|
All
officers and directors as a group (4 individuals)
|
|
24,216,313
|
27.6%
|
| |
|
|
|
|
Stockholders
owning 5% or more
|
|
|
|
|
City
Natural Resources
High
Yield Trust
Mansfield
House
1
Southhampton Street
London
, England WC2R OLR
|
|
5,000,000
(5)
|
6.7%
|
*
Represents
less than 1%.
| |
(1)
|
Amount
includes 12,657,909 shares issuable under stock warrants and options
exercisable within 60 days of September 15, 2006.
|
| |
(2)
|
Amount
represents 1,795,007 shares issuable under stock warrants and options
exercisable within 60 days of September 15, 2006. Amount excludes
shares
issuable pursuant to a convertible promissory note in the principal
amount
of $209,251.
|
| |
(3)
|
Amount
represents shares issuable under options granted at the time Mr.
Lynch
became a director of Newgold. 25% of the options are exercisable
immediately while the balance vests 25% on each anniversary date
over the
next three years.
|
| |
(4)
|
Amount
represents shares issuable under options granted at the time Mr.
Akerfeldt
became a director of Newgold. 25% of the options are exercisable
immediately while the balance vests 25% on each anniversary date
over the
next three years.
|
| |
(5)
|
Amount
includes 2,500,000 shares issuable under stock warrants exercisable
within
60 days of September 15, 2006.
|
Equity
Compensation Plan Information
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and right
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|
Equity
compensation plans to be approved by security holders
|
1,600,000
|
$
0.38
|
3,400,000
|
|
Equity
compensation plans not approved by security holders
|
N/A
|
|
|
|
TOTAL
|
1,600,000
|
$
0.38
|
3,400,000
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION
During
the 2006 fiscal year, the president of Newgold, Scott Dockter, had loaned
Newgold an aggregate of $5,000. In July 2005 a convertible promissory note
with
a balance of $1,402,742 and additional accrued interest of $446,193 due to
Mr.
Dockter was converted into 12,326,231 shares of Newgold common stock. As of
January 31, 2005, Mr. Dockter had loaned Newgold a total of $24,845 and accrued
interest of $32,023. In addition to the outstanding note payable, Mr. Dockter
has been issued Warrants to purchase up to 12,157,909 shares of Newgold’s Common
Stock at exercise prices ranging from $0.15/share to $0.40/share.
On
January 25, 2006, Newgold entered into a joint venture with ASDi, LLC to develop
two Nevada mining properties known as the Red Caps Project and Crescent Valley
Project. The Red Caps consists of approximately 96 unpatented mining claims
covering 1900 acres and the Crescent Valley consists of approximately 39
unpatented mining claims covering 750 acres. The Red Caps and Crescent Valley
mining claims are currently owned by ASDi, LLC, which is owned and managed
by A.
Scott Dockter, Chairman and CEO of Newgold. The joint venture will be operated
through a newly formed Nevada limited liability company called Crescent Red
Caps, LLC. The terms of the joint venture provide for ASDi to contribute the
Red
Caps and Crescent Valley mining claims to the LLC in exchange for Newgold
issuing 2.5 million shares of its Common Stock to ASDi. Newgold will initially
own a 22.22% interest in the LLC and ASDi will hold a 77.78% interest. By
expending up to $1,350,000 on each project over the next three years, Newgold
can increase its interest in the LLC to 66.66%. Thereafter, Newgold has the
right to purchase the remaining interest in the LLC held by ASDi at a price
to
be determined by the results of the exploration work conducted. Newgold will
be
the Manager of the LLC.
Should
a
transaction, proposed transaction, or series of transactions involve one of
our
officers or directors or a related entity or an affiliate of a related entity,
or holders of stock representing 5% or more of the voting power (a “related
entity”) of our then outstanding voting stock, the transactions must be approved
by the unanimous consent of our board of directors. In the event a member of
the
board of directors is a related party, that member will abstain from the
vote.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors, and persons who own more than 10% of Newgold’s common
stock to file reports of ownership on Form 3 and changes in ownership on Form
4
with the Securities and Exchange Commission (the “SEC”). Such executive
officers, directors and 10% stockholders are also required by SEC rules to
furnish us with copies of all Section 16(a) forms they file. based solely upon
its review of copies of such forms received by it, or on written representations
from certain reporting persons that no other filings were required for such
persons, Newgold believes that, during the fiscal year ended January 31, 2006,
its executive officers and directors and 10% stockholders complied with all
applicable Section 16(a) filing requirements except as follows:
Mr.
Dockter sold 6,316,414 shares of Newgold common stock on September 1, 2005.
He
did not file a Form 4 regarding this disposition until September 16,
2005.
Mr.
Dockter, through an affiliated entity, acquired 2.5 million shares of Newgold
Common Stock and options to purchase 2.5 million shares of Newgold Common Stock
on January 25, 2006. He did not file a Form 4 timely but reported this
transaction on a Form 5 which was timely filed on February 14,
2006.
Mr.
Dockter, through an affiliated entity, sold 1.6 million shares of Newgold common
stock on March 28, 2006. He did not file a Form 4 regarding this disposition
until May 17, 2006.
Mr.
James
Kluber was granted options to purchase 400,000 shares of the Company’s common
stock on July 28, 2006. He did not file a Form 4 reflecting this grant until
August 14, 2006.
Mr.
Dockter was granted options to purchase 500,000 shares of the Company’s common
stock on July 28, 2006. He did not file a Form 4 reflecting this grant until
September 7, 2006.
OTHER
BUSINESS
Newgold’s
management knows of no other business to be brought before the 2006 Annual
Meeting of Stockholders. If, however, any other business should properly come
before the annual meeting, the persons named in the accompanying proxy will
vote
proxies as in their discretion, as they may deem appropriate, unless they are
directed by a proxy to do otherwise.
ANNUAL
REPORT ON FORM 10-KSB
Newgold
filed an Annual Report on Form 10-KSB with the Securities and Exchange
Commission on May 15, 2006. A copy of the Annual Report and the Newgold 2006
Stock Option Plan have been mailed to all stockholders along with this proxy
statement. Stockholders may obtain additional copies of the Annual Report and
the exhibits thereto, without charge, by writing to Scott Dockter, Newgold’s
Chief Executive Officer, at Newgold’s principal executive offices at 400 Capitol
Mall, Suite 900, Sacramento, California 95814
By
Order
of the Board of Directors
/s/
James
Kluber
James
Kluber
Secretary
Sacramento,
California
September
29, 2006
NEWGOLD
400
CAPITOL MALL, SUITE 900
SACRAMENTO,
CALIFORNIA 95814
THIS
PROXY IS SOLICITED ON BEHALF OF
THE
COMPANY'S BOARD OF DIRECTORS
The
undersigned holder of Common Stock of Newgold, a Delaware corporation (the
"Company"), hereby appoints A. Scott Dockter and James Kluber, and each of
them,
as proxies for the undersigned, each with full power of substitution, for and
in
the name of the undersigned to act for the undersigned and to vote, as
designated on the reverse side of this proxy card, all of the shares of stock
of
the Company that the undersigned may be entitled to vote at the 2006 Annual
Meeting of Stockholders of the Company, to be held at the Incline Village
Championship Golf Course, 955 Fairway Blvd., Incline Village, Nevada on Friday,
October 20, 2006, at 9:00 A.M. (Pacific Time) and at any adjournments or
postponements thereof, and in their discretion upon such other business as
may
properly come before the Annual Meeting or any adjournments or postponements
thereof.
(change
of address/comments)
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
(If
you
have written in the above
spaces
please mark the
corresponding
box on the reverse
side
of
this card.)
(continued
and to be signed on reverse side)
PLEASE
DATE, SIGN AND MAIL YOUR
PROXY
CARD BACK AS SOON AS POSSIBLE!
ANNUAL
MEETING OF STOCKHOLDERS
NEWGOLD,
INC.
October
20, 2006
Please
Complete and Mail in the Envelope Provided
This
proxy is being solicited on behalf of the Board of Directors of
Newgold.
[X]
Please mark your votes as in this example
The
Board
of Directors recommends a vote FOR the nominees for director in Proposal No.
1.
|
1. Election
of Directors:
|
FOR
|
AGAINST
|
ABSTAIN
|
WITHHELD
|
| |
|
|
|
|
|
A.
Scott Dockter
|
[_]
|
[_]
|
[_]
|
[_]
|
|
James
Kluber
|
[_]
|
[_]
|
[_]
|
[_]
|
|
Terrence
Lynch
|
[_]
|
[_]
|
[_]
|
[_]
|
|
Stephen
Akerfeldt
|
[_]
|
[_]
|
[_]
|
[_]
|
| |
|
|
|
|
|
2. Approval
of Newgold’s
|
FOR
|
AGAINST
|
ABSTAIN
|
WITHHELD
|
|
2006
Stock Option Plan
|
[_]
|
[_]
|
[_]
|
[_]
|
| |
|
|
|
|
|
3. Approval
to amend the Company’s
|
FOR
|
AGAINST
|
ABSTAIN
|
WITHHELD
|
|
Certificate
of Incorporation to change
|
[_]
|
[_]
|
[_]
|
[_]
|
|
the
Company’s name to
|
|
|
|
|
|
“Firstgold
Corp.”
|
|
|
|
|
4. In
their
discretion on any other matter that may properly come before the meeting or
any
adjournment thereof.
Please
check this box if you plan to attend the Annual Meeting. [_]
Change
of
Address / Comments [_]
Signature(s)
______________________________ Date __________________
NOTE:
Please sign exactly as name appears above. Joint owners should each sign.
Fiduciaries
should
add their full title to their signature. Corporations should sign in full
corporate name
by
an
authorized officer. Partnerships should sign in partnership name by an
authorized person.
--------------------------------------------------------------------------------
RETURN
PROXY CARD