Newmont and Goldcorp Combine to Create World’s Leading Gold Company

World-class portfolio of assets to support sustainable, profitable
gold production over long-term horizon

DENVER–(BUSINESS WIRE)–lt;a href=”https://twitter.com/search?q=%24NEM&src=ctag” target=”_blank”gt;$NEMlt;/agt;–Newmont
Mining Corporation
(NYSE: NEM) (Newmont or the Company) and Goldcorp
Inc.
(NYSE: GG, TSX: G) (Goldcorp) today announced they have entered
into a definitive agreement in which Newmont will acquire all of the
outstanding common shares of Goldcorp in a stock-for-stock transaction
valued at $10 billion. Under the terms of the agreement, Newmont will
acquire each Goldcorp share for 0.3280 of a Newmont share, which
represents a 17 percent premium based on the companies’ 20-day volume
weighted average share prices.

The agreement will combine two gold industry leaders into Newmont
Goldcorp
, to create an unmatched portfolio of operations, projects,
exploration opportunities, reserves and people in the gold mining
sector. Newmont Goldcorp’s world-class portfolio will feature operating
assets in favorable jurisdictions, an unparalleled project pipeline, and
exploration potential in the most prospective gold districts around the
globe. In addition to providing shareholders the largest gold Reserves
per share, Newmont Goldcorp will offer the highest annual dividend among
senior gold producers.

“This combination will create the world’s leading gold business with the
best assets, people, prospects and value-creation opportunities,” said
Gary Goldberg, Newmont’s Chief Executive Officer. “We have a proven
strategy and disciplined implementation plan to realize the full value
of the combination, including an exceptional pool of talented mining
professionals, stable and profitable gold production of six to seven
million ounces over a decades-long time horizon, the sector’s largest
gold Reserve and Resource base, and a leading project and exploration
pipeline. Our cultures are well aligned, with strong commitments to zero
harm, inclusion and diversity, and industry-leading environmental,
social and governance performance. We expect to generate up to $100
million in annual pre-tax synergies, with additional cost and efficiency
opportunities that will be pursued through our proven Full Potential
continuous improvement program. The combination is expected to be
immediately accretive to Newmont’s net asset value and cash flow per
share. We constantly review opportunities to raise our performance, and
this combination represents the most promising path to deliver superior
and sustainable value for our shareholders, employees, host countries
and communities.”

Newmont Goldcorp’s Reserves and Resources will represent the largest in
the gold sector and will be located in favorable mining jurisdictions in
the Americas, Australia and Ghana, representing approximately 75
percent, 15 percent and 10 percent, respectively. Newmont Goldcorp will
also prioritize project development by returns and risk, while targeting
$1.0 to 1.5 billion in divestitures over the next two years to optimize
gold production at a sustainable, steady-state level of six to seven
million ounces annually. Supported by stable, profitable long-term
production and an investment-grade balance sheet, Newmont Goldcorp will
generate robust free cash flow and have the financial flexibility to
fund project development and exploration in the decades ahead.

“This combination creates the world’s premier gold company,” said
Goldcorp’s President and Chief Executive Officer, David Garofalo. “In
addition to the depth and quality of Newmont Goldcorp’s operations,
projects, exploration properties and Reserves, the combined company’s
assets will be centered in the world’s most favorable and prospective
mining jurisdictions and gold districts. The strategic rationale for
combining Goldcorp with Newmont is powerfully compelling on many levels,
and both teams are fully committed to delivering on the transaction’s
value proposition for all of our stakeholders. Newmont Goldcorp will be
one of Canada’s largest gold producers and will have its North America
regional office in Vancouver, and expects to oversee more than three
million ounces of the combined company’s total annual gold production.”

Strategic rationale
The combination of Newmont and Goldcorp
will create the world’s leading gold company offering shareholders and
other stakeholders:

  • Experienced management and talented mining professionals with a proven
    track record of maximizing value by delivering long-life and low-cost
    profitable gold mining operations
  • Unparalleled leverage to the gold price given the combined company’s
    scale (2017 gold production actuals: Newmont = 5.3 million ounces;
    Goldcorp = 2.6 million ounces)
  • A world-class portfolio of gold mining operations and projects in
    favorable jurisdictions
  • Steady, profitable gold production targeting 6 to 7 million ounces
    over a decades-long time horizon
  • Recognized industry leadership in environmental, social and governance
    performance
  • A targeted sustainable annual dividend of $0.56 per share,1
    the highest among senior gold producers
  • A solid, investment-grade balance sheet
  • An unparalleled project pipeline on four continents
  • Exploration opportunities in the world’s most prospective gold
    districts
  • The sector’s largest gold Reserves and Resource base

Structure and long-term leadership succession
Following the
merger, management of Newmont Goldcorp will feature proven and
experienced mining and business leaders at both the Board and executive
team levels, along with diverse, high-performing teams at the combined
company’s regional and operating sites.

Newmont Goldcorp’s management team will be appointed on a “best talent”
basis, with Gary Goldberg as Chief Executive Officer and Tom Palmer as
President and Chief Operating Officer.

Building on the depth of Newmont Goldcorp’s combined global talent pool,
the Board will continue to focus on strategic leadership development,
robust and thoughtful succession planning, and seamless leadership
transitions. As part of a planned and orderly leadership succession
process, Mr. Goldberg and Newmont’s Board have been engaged in
discussions anticipating a CEO succession in early 2019. In October of
2018 the Company also announced
Mr. Palmer’s promotion to President and Chief Operating Officer.

To ensure a smooth and successful combination, Mr. Goldberg has agreed
to lead Newmont Goldcorp through closure of the transaction and
integration of the two companies. The Company expects this process to be
substantially completed in the fourth quarter of 2019, when Mr. Goldberg
plans to retire and Mr. Palmer will become President and Chief Executive
Officer.

  • The Board of Directors will be proportionally comprised of Newmont and
    Goldcorp Directors, with Noreen Doyle as Chair and Ian Telfer as
    Deputy Chair
  • Goldcorp’s Vancouver, Canada office will become Newmont Goldcorp’s
    North America regional office
  • Newmont Goldcorp’s South America regional office will be in Miami,
    USA; the Australia regional office will be in Perth; and the Africa
    regional office will be in Accra, Ghana
  • Newmont Goldcorp will be a Delaware corporation with its corporate
    headquarters in Colorado, USA
  • Newmont Goldcorp’s shares will be traded on the New York Stock
    Exchange using the ticker symbol NEM and expected to be listed for
    trading on the Toronto Stock Exchange (TSX) following closing of the
    transaction

Transaction terms

  • Newmont to acquire all outstanding Goldcorp equity at an exchange
    ratio of 0.3280 of a Newmont share and $0.02 for each Goldcorp share
  • Goldcorp equity value of $10 billion, with premium, and enterprise
    value of $12.5 billion
  • A 17 percent premium based on Newmont’s and Goldcorp’s 20-day VWAP
    share prices as of January 11, 2019
  • Newmont and Goldcorp shareholders will own approximately 65 percent
    and 35 percent of the combined entity, respectively
  • Transaction will be implemented by way of a court-approved plan of
    arrangement under the Business Corporation Act (Ontario)
  • Agreement provides for customary deal protection provisions, including
    mutual non-solicitation covenants and rights to match superior
    proposals
  • Under certain circumstances, Newmont would be entitled to a $350
    million break-fee (3.5 percent of Goldcorp’s equity value) and
    Goldcorp would be entitled to a $650 million break-fee (3.5 percent of
    Newmont’s equity value)
  • Each of Goldcorp’s and Newmont’s directors and certain members of the
    executive leadership team have entered into voting support agreements
    agreeing to vote their shares in favor of the transaction

Path to close
The Boards of Directors of both companies have
unanimously approved the transaction, including in the case of Goldcorp,
on the unanimous recommendation of a special committee of independent
directors of Goldcorp. The transaction is expected to close in the
second quarter of 2019. Closing of the transaction is subject to
approval by the shareholders of both companies; regulatory approvals in
a number of jurisdictions including the European Union, Canada, South
Korea and Mexico; and other customary closing conditions.

Benefits to Canada
The formation of Newmont Goldcorp ensures
that Canada’s gold industry will participate in a world-leading natural
resources company that operates responsibly, is invested in the
long-term success of its properties, and has the financial strength to
explore and develop the next generation of significant gold mines. As
part of this combination, Newmont Goldcorp plans to:

  • Preserve jobs in Canada by designating Goldcorp’s current Vancouver
    headquarters as Newmont Goldcorp’s North America regional office –
    this regional office will oversee all of Newmont Goldcorp’s properties
    in Canada and the United States
  • Have the Vancouver office oversee North American operations with
    combined gold production of more than three million ounces per year –
    more than three times Goldcorp’s current Canadian gold production
  • Make Newmont Goldcorp’s Vancouver office the base for certain of
    Newmont Goldcorp’s global functions and centers of excellence,
    including global oversight of Indigenous community relations
  • Maintain a significant Canadian presence on Newmont Goldcorp’s Board
    of Directors and among the management of Newmont Goldcorp’s Canadian
    properties
  • Honor all of Goldcorp’s commitments to Indigenous communities to
    ensure their interests are acknowledged and protected
  • Seek to list Newmont Goldcorp’s shares for trading on the TSX
  • Make new investments in a reinvigorated exploration program in Canada
  • Provide ongoing and long-term employment for highly skilled jobs at
    Newmont Goldcorp’s properties in Canada
  • Maintain a commitment to environmental sustainability and to the
    health and safety of its workers
  • Continue contributions to organizations in the communities where
    Newmont Goldcorp operates to support charitable, social, recreational,
    and community development programs

Advisors and counsel
In connection with the transaction,
Newmont has retained BMO Capital Markets, Citi and Goldman Sachs as
financial advisors, and Wachtell, Lipton, Rosen & Katz, Goodmans LLP,
and White & Case LLP as legal counsel; and Goldcorp has retained TD
Securities and BofA Merrill Lynch as financial advisors and Cassels
Brock & Blackwell LLP and Neal Gerber & Eisenberg LLP as legal counsel.
The special committee of independent directors of Goldcorp has retained
Fort Capital Partners as financial advisor and Osler, Hoskin & Harcourt
LLP as legal counsel.

TD Securities and BofA Merrill Lynch have each provided an opinion to
the Board of Directors of Goldcorp to the effect that, as of January 13,
2019, the consideration to be received by holders of Goldcorp common
shares, is fair, from a financial point of view, to such holders, in
each case, subject to the respective limitations, qualifications and
assumptions set forth in such opinions. Fort Capital Partners has
provided a fairness opinion to the special committee of independent
directors of Goldcorp.

Analyst and investor webcast and conference call:
Newmont
Mining – Business Update
January 14, 2019 at 10:00 AM Eastern Time

Conference Call Details

        Dial-In Number       855.209.8210

Intl Dial-In Number

412.317.5213

Conference Name

Newmont Mining

Replay Number 877.344.7529

Intl Replay Number

412.317.0088

Replay Access Code

10127811

Webcast Details
Title: Newmont Mining
– Business Update
URL: https://event.on24.com/wcc/r/1915172/E16420216780E4BFEB42403BF63313CA

About Newmont
Newmont is a leading gold and copper producer.
The Company’s operations are primarily in the United States, Australia,
Ghana, Peru and Suriname. Newmont is the only gold producer listed in
the S&P 500 Index and was named the mining industry leader by the Dow
Jones Sustainability World Index in 2015, 2016, 2017 and 2018. The
Company is an industry leader in value creation, supported by its
leading technical, environmental, social and safety performance. Newmont
was founded in 1921 and has been publicly traded since 1925.

About Goldcorp
Goldcorp is a senior gold producer focused on
responsible mining practices with safe, low-cost production from a
high-quality portfolio of mines.

Cautionary statement regarding forward looking statements:
This
release contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor created by such sections and other
applicable laws and “forward-looking information” within the meaning of
applicable Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis. However, such statements are
subject to risks, uncertainties and other factors, which could cause
actual results to differ materially from future results expressed,
projected or implied by the forward-looking statements. Forward-looking
statements often address our expected future business and financial
performance and financial condition, and often contain words such as
“anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,”
“believe,” “target,” “indicative,” “preliminary,” or “potential.”
Forward-looking statements in this release may include, without
limitation: (i) statements relating to Newmont’s planned acquisition of
Goldcorp and the expected terms, timing and closing of the proposed
transaction, including receipt of required approvals and satisfaction of
other customary closing conditions;; (ii) estimates of future
production, including expected annual production range; (iii) estimates
of future costs applicable to sales and all-in sustaining costs; (iv)
estimates of future capital expenditures; (v) estimates of future cost
reductions, synergies, including pre-tax synergies, savings and
efficiencies; (vi) expectations regarding future exploration and the
development, growth and potential of Newmont’s and Goldcorp’s
operations, project pipeline and investments, including, without
limitation, project returns, expected average IRR, and schedule; (vii)
expectations regarding future investments or divestitures, including
anticipated divestitures over the next two years; (viii) expectations of
future dividends and returns to shareholders; (ix) expectations of
future balance sheet strength and credit ratings; (x) expectations of
future equity and enterprise value; (xi) expected listing of common
stock on TSX; and (xii) expectations of future plans and benefits.
Estimates or expectations of future events or results are based upon
certain assumptions, which may prove to be incorrect. Such assumptions,
include, but are not limited to: (i) there being no significant change
to current geotechnical, metallurgical, hydrological and other physical
conditions; (ii) permitting, development, operations and expansion of
Newmont’s and Goldcorp’s operations and projects being consistent with
current expectations and mine plans, including without limitation
receipt of export approvals; (iii) political developments in any
jurisdiction in which Newmont and Goldcorp operate being consistent with
its current expectations; (iv) certain exchange rate assumptions for the
Australian dollar or the Canadian dollar to the U.S. dollar, as well as
other the exchange rates being approximately consistent with current
levels; (v) certain price assumptions for gold, copper, silver, lead and
oil; (vi) prices for key supplies being approximately consistent with
current levels; (vii) the accuracy of current mineral reserve, mineral
resource and mineralized material estimates; and (viii) other planning
assumptions. Risks relating to forward looking statements in regard to
the Company’s business and future performance may include, but are not
limited to, gold and other metals price volatility, currency
fluctuations, operational risks, increased production costs and
variances in ore grade or recovery rates from those assumed in mining
plans, political risk, community relations, conflict resolution
governmental regulation and judicial outcomes and other risks. In
addition, material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty associated
with financial or other projections; the prompt and effective
integration of Newmont’s and Goldcorp’s businesses and the ability to
achieve the anticipated synergies and value-creation contemplated by the
proposed transaction; the risk associated with Newmont’s and Goldcorp’s
ability to obtain the approval of the proposed transaction by their
shareholders required to consummate the proposed transaction and the
timing of the closing of the proposed transaction, including the risk
that the conditions to the transaction are not satisfied on a timely
basis or at all and the failure of the transaction to close for any
other reason; the risk that a consent or authorization that may be
required for the proposed transaction is not obtained or is obtained
subject to conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency of
the transaction; risks relating to the value of the Newmont’s common
stock to be issued in connection with the transaction; the anticipated
size of the markets and continued demand for Newmont’s and Goldcorp’s
resources and the impact of competitive responses to the announcement of
the transaction; and the diversion of management time on
transaction-related issues. For a more detailed discussion of such risks
and other factors, see Newmont’s 2017 Annual Report on Form 10-K, filed
with the Securities and Exchange Commission (SEC) as well as the
Company’s other SEC filings, available on the SEC website or www.newmont.com
Goldcorp’s most recent annual information form as well as Goldcorp’s
other filings made with Canadian securities regulatory authorities and
available on SEDAR, on the SEC website or www.goldcorp.com.
Newmont is not affirming or adopting any statements or reports
attributed to Goldcorp (including prior mineral reserve and resource
declaration) in this release or made by Goldcorp outside of this
release. Goldcorp is not affirming or adopting any statements or reports
attributed to Newmont (including prior mineral reserve and resource
declaration) in this presentation or made by Newmont outside of this
presentation. Newmont and Goldcorp do not undertake any obligation to
release publicly revisions to any “forward-looking statement,”
including, without limitation, outlook, to reflect events or
circumstances after the date of this release, or to reflect the
occurrence of unanticipated events, except as may be required under
applicable securities laws. Investors should not assume that any lack of
update to a previously issued “forward-looking statement” constitutes a
reaffirmation of that statement. Continued reliance on “forward-looking
statements” is at investors’ own risk.

Additional information about the proposed transaction and where to
find it

This release is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy
or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This release is being
made in respect of the proposed transaction involving the Company and
Goldcorp pursuant to the terms of an Arrangement Agreement by and among
the Company and Goldcorp and may be deemed to be soliciting material
relating to the proposed transaction. In connection with the proposed
transaction, the Company will file a proxy statement relating to a
special meeting of its stockholders with the SEC. Additionally, the
Company will file other relevant materials in connection with the
proposed transaction with the SEC. Security holders of the Company
are urged to read the proxy statement regarding the proposed transaction
and any other relevant materials carefully in their entirety when they
become available before making any voting or investment decision with
respect to the proposed transaction because they will contain important
information about the proposed transaction and the parties to the
transaction.
The definitive proxy statement will be mailed to the
Company’s stockholders. Stockholders of the Company will be able to
obtain a copy of the proxy statement, the filings with the SEC that will
be incorporated by reference into the proxy statement as well as other
filings containing information about the proposed transaction and the
parties to the transaction made by the Company with the SEC free of
charge at the SEC’s website at www.sec.gov,
on the Company’s website at www.newmont.com/investor-relations/default.aspx
or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com
or by calling 303-837-5484. Copies of the documents filed with the SEC
by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov.

Participants in the proposed transaction solicitation
The
Company and its directors, its executive officers, members of its
management, its employees and other persons, under SEC rules, may be
deemed to be participants in the solicitation of proxies of the
Company’s stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of the
Company’s executive officers and directors in the solicitation by
reading the Company’s 2017 Annual Report on Form 10-K filed with the SEC
on February 22, 2018, its proxy statement relating to its 2018 Annual
Meeting of Stockholders filed with the SEC on March 9, 2018 and other
relevant materials filed with the SEC when they become available.
Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the
proposed transaction will be set forth in the proxy statement filed with
the SEC relating to the transaction when it becomes available.

Contacts

Newmont Investor Contact
Jessica
Largent, 303.837.5484
jessica.largent@newmont.com

Newmont Media Contact
Omar Jabara,
303.837.5114
omar.jabara@newmont.com

Goldcorp Investor Contact:
Shawn
Campbell, Director, Investor Relations
Telephone: (800) 567-6223
E-mail:
info@goldcorp.com

Goldcorp Media Contact:
Christine
Marks, Director, Corporate Communications
Telephone: (604) 696-3050
E-mail:
media@goldcorp.com

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