U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549












FORM 40-F

 ̈Registration
statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

xAnnual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934





|For the fiscal year ended December
    31, 2014 |  | Commission File Number
    001-31722
|----------------------------------------------- |  | ------------------------------------










New Gold Inc.

(Exact name of Registrant as specified in
its charter)



|British Columbia(Province or other jurisdiction of 
incorporation or organization) | 1000(Primary Standard Industrial 
Classification Code Number) | Not Applicable(I.R.S. EmployerIdentification Number)
|---------------------------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------------------



Suite 1800 Two Bentall Centre, 555 Burrard Street

Vancouver, British Columbia, Canada V7X
1M9

(604) 696-4100
(Address and telephone number of Registrant’s principal executive offices)














|CT Corporation System
        111 Eighth Avenue, New York, NY 10011
        (212) 894-8940
        (Name, address (including zip code) and telephone number (including
        area code) of agent for service in the United States)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------










Securities registered pursuant to Section 12(b) of the Act:



|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|Common Shares, no par value | NYSE MKT LLC                              

Securities registered pursuant to Section 12(g) of the Act: None



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None



For annual reports, indicate by check mark the information filed
with this form:



|x Annual Information Form |  | x Audited Annual Financial Statements
|------------------------- |  | -------------------------------------



Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report.



At December 31, 2014, the Registrant had outstanding
504,677,822 common shares without par value.



Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.

xYes ̈ No



Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ̈Yes ̈No
























DOCUMENTS INCORPORATED BY REFERENCE



The Annual Information Form (“AIF”)
of New Gold Inc. (the “Registrant”, “New Gold” or the “Company”) for the
fiscal year ended December 31, 2014 is filed as Exhibit 1 to this annual report on Form 40-F.



The audited consolidated financial statements
of the Company for the years ended December 31, 2014 and 2013, including the related report of independent registered public accounting
firm, are filed as Exhibit 2 to this annual report on Form 40-F.



The Company’s management’s
discussion and analysis (“MD&A”) for the year ended December 31, 2014 is filed as Exhibit 3 to this annual
report on Form 40-F.



EXPLANATORY NOTE



The Company is a Canadian issuer eligible
to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F. The Company is a “foreign private issuer”
as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly,
the Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3 under the Exchange Act.



The Company is permitted, under a multi-jurisdictional
disclosure system adopted by the United States, to prepare the documents incorporated by reference in this annual report on Form
40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.



Information concerning the properties and
operations of New Gold has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may
not be comparable to similar information for United States companies. The terms “Mineral Resource”, “Measured
Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” used in this annual
report on Form 40-F are Canadian mining terms as defined in the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”)
Definition Standards for Mineral Resources and Mineral Reserves adopted by CIM Council on May 10, 2014 and incorporated by reference
in National Instrument 43-101 (“NI 43-101”). While the terms “Mineral Resource”, “Measured
Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized and
required by Canadian securities regulations, they are not defined terms under standards of the United States Securities and Exchange
Commission. As such, certain information contained in this Report concerning descriptions of mineralization and resources under
Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and
disclosure requirements of the United States Securities and Exchange Commission.



An “Inferred Mineral Resource”
has a great amount of uncertainty as to its existence and as to its economic and legal feasibility. Under Canadian rules, estimates
of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies. It cannot be assumed that all or
any part of an “Inferred Mineral Resource” will ever be upgraded to a higher confidence category. Readers are cautioned
not to assume that all or any part of an “Inferred Mineral Resource” exists or is economically or legally mineable.



Under United States standards, mineralization
may not be classified as a “Reserve” unless the determination has been made that the mineralization could be economically
and legally produced or extracted at the time the Reserve estimation is made. Readers are cautioned not to assume that all or any
part of the Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. In addition, the definitions
of “Proven Mineral Reserves” and “Probable Mineral Reserves” under CIM standards differ in certain respects
from the standards of the United States Securities and Exchange Commission.



The Company prepares its financial statements
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”),
and the financial statements may be subject to Canadian auditing and auditor independence standards. Accordingly, the financial
statements of the Company included in this annual report on Form 40-F may not be comparable to financial statements of United States
companies.















Unless otherwise indicated, all dollar
amounts are reported in U.S. dollars.



FORWARD LOOKING STATEMENTS



Certain information contained in this Annual report on Form
40-F, including any information relating to New Gold’s future financial or operating performance are “forward looking”.
All statements in this Annual report on Form 40-F, other than statements of historical fact, that address events, results, outcomes
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 use of forward-looking terminology such as “plans”,
“expects”, “is expected”, “budget”, “scheduled”, “targeted”, “estimates”,
“forecasts”, “intends”, “anticipates”, “projects”, “potential”, “believes”
or variations of such words and phrases or statements that certain actions, events or results “may”, “could”,
“would”, “should”, “might” or “will be taken”, “occur” or “be
achieved” or the negative connotation of such terms. Forward-looking statements in this Annual report on Form 40-F include
those under the headings “General Developments of the Business”, “Description of the Business” and “Mineral
Properties”, and include, among others, statements with respect to: guidance for production, total cash costs and all-in
sustaining costs; the expected throughput rate at New Afton and targeted timing for commissioning the mill expansion and achieving
expected throughput rates; planned modifications to other operations; expected future mining activities; expected mining activities;
planned exploration activities and the goals and expected results of exploration activities; the estimation of Mineral Reserves
and Resources and the realization of such estimates; the results of the Rainy River feasibility study, the Blackwater feasibility
study and the New Afton Mine C-zone scoping study, including expected production, costs, mine life, mining and processing methods
and rates, grades, stripping ratio, stockpiling plan, infrastructure, NPV, IRR, and payback period (and related sensitivities),
as the case maybe; the results of the El Morro feasibility study; expected timing of permitting activities; expected timing of
project development activities, including targeting timing for commissioning and full production at the Rainy River Project; plans
to advance the New Afton Mine C-zone, including permitting requirements, impact on the historic Afton tailings facility, capital
expenditures and potential timelines; and expected reclamation costs.



All forward-looking statements in this Annual report on Form
40-F 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. Certain material assumptions
regarding such forward-looking statements are discussed in this Annual Information Form, New Gold’s annual and quarterly
MD&A and New Gold’s Technical Reports filed at www.sedar.com. In addition to, and subject to, such assumptions discussed
in more detail elsewhere, the forward-looking statements in this Annual Information Form are also subject to the following assumptions:
(1) there being no significant disruptions affecting New Gold’s operations; (2) political and legal developments in jurisdictions
where New Gold operates, or may in the future operate, being consistent with New Gold’s current expectations; (3) the accuracy
of New Gold’s current Mineral Reserve and Resource estimates; (4) the exchange rate between the Canadian dollar, U.S. dollar,
Australian dollar and Mexican peso being approximately consistent with current levels; (5) prices for diesel, natural gas, fuel
oil, electricity and other key supplies being approximately consistent with current levels; (6) labour and materials costs increasing
on a basis consistent with New Gold’s current expectations; (7) arrangements with First Nations and other Aboriginal groups
in respect of the Rainy River and Blackwater projects being consistent with New Gold’s current expectations; (8) all required
permits, licenses and authorizations being obtained from the relevant governments and other relevant stakeholders within the expected
timelines; and (9) the results of the feasibility studies for the Rainy River project and the Blackwater project being realized.















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 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 and the availability and management of capital
resources; additional funding requirements; price volatility in the spot and forward markets for metals and other commodities;
fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States,
Australia, Mexico and Chile; discrepancies between actual and estimated production, between actual and estimated Mineral 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
in which New Gold operates, including, but not limited to: in Canada, obtaining the necessary permits for the Rainy River and Blackwater
projects; in Mexico, where Cerro San Pedro has a history of ongoing legal challenges related to our environmental authorization
(EIS); and in Chile, where certain activities at El Morro have been delayed due to litigation relating to its environmental permit;
the lack of certainty with respect to 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 New Gold is or may become a party to; diminishing quantities or grades of Mineral Reserves; competition; loss of key
employees; rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities;
uncertainties inherent to mining economic studies including the feasibility studies for the Rainy River and Blackwater projects
and the New Afton mine C-zone scoping study; the uncertainty with respect to prevailing market conditions necessary for a positive
development decision at Blackwater; 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 or interests in mineral properties;
unexpected delays and costs inherent to consulting and accommodating rights of First Nations and other Aboriginal groups; uncertainties
and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying
with permitting requirements, including those associated with the environmental assessment processes for the Blackwater project.
In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including
environmental events and 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 disclosure documents filed on and 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 Annual report on Form 40-F 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.



DISCLOSURE CONTROLS AND PROCEDURES



The Company’s Chief Executive Officer
and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014. Based on the evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as at December 31, 2014 the Company’s disclosure controls and procedures
were effective to provide assurance that the information required to be disclosed by the Company in reports it files or submits
under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods
specified by the Commission rules and forms and to ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal
executive and financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding
required disclosure.













MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



The Company’s management, including
the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated
under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal
financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes
those policies and procedures that:



| | · | pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





The Company’s management assessed
the effectiveness of the Company’s internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f)
under the Exchange Act for the year ended December 31, 2014. In making this assessment, it used the criteria set forth in the Updated
2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management has concluded that, as of December 31, 2014, the Company’s internal control over financial
reporting is effective based on those criteria.



The effectiveness of the Company’s
internal control over financial reporting as at December 31, 2014 has been audited by Deloitte LLP, the Company’s independent
registered public accounting firm. As stated in their report immediately preceding the Company’s audited consolidated financial
statements for the years ended December 31, 2014 and 2013, filed as Exhibit 2 to this annual report on Form 40-F, Deloitte LLP
expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.



ATTESTATION REPORT OF THE REGISTERED
PUBLIC ACCOUNTING FIRM



The reports immediately preceding the Company’s
audited consolidated financial statements for the years ended December 31, 2014 and 2013 are filed as Exhibit 2 to this annual
report on Form 40-F.



CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING



During the fiscal year ended December 31,
2014, there were no changes in the Company’s internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.



LIMITATIONS ON DISCLOSURE CONTROLS AND
PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING



The Company’s management, including
the Chief Executive Officer and the Chief Financial Officer, believe that any disclosure controls and procedures or internal controls
over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been prevented or detected. These inherent limitations include the realities that judgments in decision making can be faulty
and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by unauthorized override control. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations
in a cost effective control system, misstatements due to error or fraud may occur and not be detected.















AUDIT COMMITTEE IDENTIFICATION AND FINANCIAL
EXPERT



The Company has an Audit Committee established
by its board of directors for the purpose of overseeing the accounting and financial reporting processes of the Company and audits
of the financial statements of the Company, in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit
Committee are James Estey (Chair), David Emerson and Martyn Konig. Each of Mr. Estey, Mr. Emerson and Mr. Konig is “independent”
as that term is defined under the rules of the NYSE MKT LLC.



The Board has determined that James Estey
and David Emerson are each an “Audit Committee Financial Expert” as that term is defined under Section 407 of the Sarbanes-Oxley
Act of 2002 and paragraph (8) of General Instruction B. of Form 40-F.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information provided under the headings
“Pre-Approval Policies and Procedures” (page 78) and “External Auditor Service Fees (By Category)” (page
78) contained in the AIF is incorporated by reference.



CODE OF ETHICS



In connection with a comprehensive review
of the Company’s corporate governance policies, on August 13, 2008, the Board of Directors of the Company (the “Board”)
approved the adoption of a code of business conduct and ethics (“Code”). The Code has been reviewed and updated
annually since its adoption, with the most recent review by the Board on February 19, 2015. The Code is applicable to all directors,
officers and employees of the Company, including its Chief Executive Officer, Chief Financial Officer and principal accounting
officer. The Code was adopted to, among other things, update and clarify the duties, obligations and responsibilities that are
imposed upon the persons subject to its provisions. On February 19, 2015, the Board amended the Code. The amendments clarified
certain provisions relating to conflicts of interest, anti-corruption and waivers of the Code and a copy of the amended Code is
filed as Exhibit 4 to this annual report on Form 40-F. Additionally, on July 8, 2008, the Board approved the adoption of a Whistleblower
Policy (“Whistleblower Policy”). The Whistleblower Policy has been reviewed and ratified or updated annually
since its adoption, with the most recent review by the Board on February 19, 2015. The Whistleblower Policy outlines the principles
and commitments that the Company has made with respect to the treatment of complaints by its personnel. Copies of the Code and
the Whistleblower Policy are available on the Company’s website at www.newgold.com.



There were no waivers of the Code in the
past fiscal year.





OFF-BALANCE SHEET ARRANGEMENTS



The Company has no off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.













TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



|U.S. dollars in 000’s
        as of December 31, 2014 | Payments due by period
|----------------------------------------------------- | ----------------------
|Contractual obligations                               | Total                 
|Long-term debt                                        | 800,000               
|Interest payable on long-term debt                    | 357,154               
|Operating Leases                                      | 17,570                
|Capital Commitments                                   | 242,980               
|Asset retirement obligations                          | 82,505                
|Total contractual obligations                         | 1,500,210             



MINE SAFETY DISCLOSURE



The Company’s subsidiary, Western
Mesquite Mines, Inc., is the operator of the Mesquite Mine located in southern California. The information concerning mine safety
violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and Item 16 of General Instruction B to Form 40-F in respect of the Mesquite Mine is filed as Exhibit 5 to this annual report
on Form 40-F.



NYSE MKT LLC CORPORATE GOVERNANCE



The Company’s common shares are listed
on the NYSE MKT LLC (“NYSE MKT”). Section 110 of the NYSE MKT company guide permits NYSE MKT to consider the
laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE
MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description
of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant
to NYSE MKT standards is contained on the Company’s website at www.newgold.com.



UNDERTAKINGS



The Company undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



CONSENT TO SERVICE OF PROCESS



The Company has filed with the Commission
an amendment dated January 21, 2010 to the written consent to service of process and power of attorney on Form F-X. Any change
to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to
the Form F-X referencing the file number of the Company.















SIGNATURES



Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report
to be signed on its behalf by the undersigned, thereto duly authorized.







|NEW
    GOLD INC. |                        
|----------------- | -----------------------
|                  |                        
|                  |                        
|By:               |                        
|Name:             | Brian Penny            
|Title:            | Chief Financial Officer





Date: March 27, 2015













EXHIBIT INDEX



The following documents are being filed
with the Commission as exhibits to this annual report on Form 40-F.



|Exhibit | Description                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.      | Annual Information Form for the year ended December 31, 2014                                                                                                                        
|2.      | Audited Consolidated Financial Statements for the years ended December 31, 2014 and 2013, including the report of independent registered public accounting firm with respect thereto
|3.      | Management’s Discussion and Analysis for the year ended December 31, 2014                                                                                                           
|4.      | New Gold’s Code of Business Conduct and Ethics, as approved by the Company’s board of directors on February 19, 2015                                                                
|5.      | Report on Mine Safety as required by section 13 of the Exchange Act                                                                                                                 
|6.      | Certification of Chief Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                       
|7.      | Certification of Chief Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                       
|8.      | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   
|9.      | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   
|10.     | Consent of Deloitte LLP                                                                                                                                                             
|11.     | Consent of Roscoe Postle Associates Inc.                                                                                                                                            
|12.     | Consent of David Rennie                                                                                                                                                             
|13.     | Consent of Holger Krutzelmann                                                                                                                                                       
|14.     | Consent of Dennis Bergen                                                                                                                                                            
|15.     | Consent of Wayne Valliant                                                                                                                                                           
|16.     | Consent of Kathleen A. Altman                                                                                                                                                       
|17.     | Consent of Richard Lambert                                                                                                                                                          
|18.     | Consent of Ian T. Blakley                                                                                                                                                           
|19.     | Consent of Colin Hardie                                                                                                                                                             
|20.     | Consent of David Runnels                                                                                                                                                            
|21.     | Consent of Patrice Live                                                                                                                                                             
|22.     | Consent of BBA Inc.                                                                                                                                                                 
|23.     | Consent of Sheila E. Daniel                                                                                                                                                         
|24.     | Consent of David G. Ritchie                                                                                                                                                         
|25.     | Consent of Adam Coulson                                                                                                                                                             
|26.     | Consent of AMEC                                                                                                                                                                     
|27.     | Consent of Glen Cole                                                                                                                                                                
|28.     | Consent of Dorota El-Rassi                                                                                                                                                          
|29.     | Consent of SRK Consulting (Canada) Inc.                                                                                                                                             
|30.     | Consent of Colm Keogh                                                                                                                                                               



















|Exhibit | Description                                     
|------- | ------------------------------------------------
|31.     | Consent of Mo Molavi                            
|32.     | Consent of AMC Mining Consultants (Canada), Ltd.
|33.     | Consent of Ronald G. Simpson                    
|34.     | Consent of GeoSim Services Inc.                 
|35.     | Consent of Jay Horton                           
|36.     | Consent of Norwest Corporation                  
|37.     | Consent of Bruno Borntraeger                    
|38.     | Consent of Knight Piésold Ltd.                  
|39.     | Consent of Ignacy (Tony) Lipiec                 
|40.     | Consent of Gary Christie                        
|41.     | Consent of AMEC Americas Limited                
|42.     | Consent of Mark Petersen