TO CONSIDER AND, IF DEEMED ACCEPTABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION APPROVING A STATUTORY PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) PURSUANT TO WHICH COEUR MINING, INC. WILL INDIRECTLY, AMONG OTHER THINGS, ACQUIRE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF NEW GOLD INC., THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF NEW GOLD INC