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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
New Gold Inc.
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
644535106
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 644535106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sun Valley Gold LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
250,000*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
250,000*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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* The Reporting Person shares investment discretion over the shares with
Geologic Resource Partners LLC, pursuant to an agreement between Sun Valley
Gold LLC and Geologic Resource Partners LLC.
CUSIP No. 644535106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter F. Palmedo
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
250,000*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
250,000*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------
* The Reporting Person shares investment discretion over the shares with
Geologic Resource Partners LLC, pursuant to an agreement between Sun Valley
Gold LLC and Geologic Resource Partners LLC.
CUSIP No. 644535106
---------
Item 1(a). Name of Issuer:
New Gold Inc.
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(b). Address of Issuer's Principal Executive Offices:
#601 - 595 Howe Street Vancouver, BC V6C 2T5 Canada
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Item 2(a). Name of Person Filing:
Sun Valley Gold LLC
Peter F. Palmedo
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(b). Address of Principal Business Office, or if None, Residence:
620 Sun Valley Road, P.O. Box 2759, Sun Valley, ID 83353
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(c). Citizenship:
Sun Valley Gold LLC - Delaware
Peter Palmedo - United States of America
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(d). Title of Class of Securities:
Common shares, no par value
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(e). CUSIP Number:
644535106
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the Act.
(c) [_] Insurance company as defined in section 3(a)(19) of the Act.
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [X] An investment adviser in accordance with ss.
240.13(d)-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with ss.
240.13d-1(b)(ii)(G)
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940.
(j) [_] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
250,000
----------------------------------------------------------------------
(b) Percent of class:
1.0%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
----------------,
(ii) Shared power to vote or to direct the vote 250,000
----------------,
(iii) Sole power to dispose or to direct the
disposition of 0
----------------,
(iv) Shared power to dispose or to direct the
disposition of 250,000
----------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
N/A
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2007
----------------------------------------
(Date)
Sun Valley Gold LLC**
By: /s/ Peter F. Palmedo
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Peter F. Palmedo
Managing Member
/s/ Peter F. Palmedo**
--------------------
Peter F. Palmedo
**The reporting persons hereby disclaim beneficial ownership over the shares
reported on this 13G, except to the extent of their pecuniary interest therein.
Exhibit A
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AGREEMENT
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The undersigned agree that this Schedule 13G dated February 14, 2007
relating to the Common Shares, no par value of New Gold Inc. shall be filed on
behalf of the undersigned.
Sun Valley Gold LLC
By: /s/ Peter F. Palmedo
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Peter F. Palmedo
Managing Member
/s/ Peter F. Palmedo
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Peter F. Palmedo
SK 00964 0001 746382