Newmont Receives Shareholder Proposals from Barrick Subsidiary

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) today
announced that it has received from a subsidiary of Barrick Gold
Corporation (Barrick) notice of intent to make two shareholder proposals
for consideration at Newmont’s next annual meeting of stockholders. The
proposals, if made, would be to amend Newmont’s by-laws to lower the
share ownership threshold necessary to requisition shareholder meetings
to 15 percent from the current 25 percent, and to repeal all by-law
amendments implemented since October 24, 2018 (there have been none).
The notice follows Barrick’s announcement on February 22, 2019, the same
date as the delivery of the notice of intent, that it has reviewed the
opportunity for an unsolicited, no premium merger with Newmont but has
not made any decision. Newmont does not intend to speculate about
Barrick’s motivations or intentions and reserves all rights with respect
to the shareholder proposals.

The pending combination of Newmont and Goldcorp
Inc. (NYSE: GG, TSX: G) (Goldcorp) will create an unmatched
portfolio of world-class operations, projects, Reserves, exploration
opportunities, and talent. On day one after the transaction closes,
which is expected in the second quarter, Newmont
Goldcorp will:

• Be immediately value-accretive to Newmont’s Net Asset Value and cash
  flow per share;⁽¹⁾
• Generate an estimated $75 per ounce in Full Potential cost and
  efficiency improvements, representing annual anticipated benefits of
  approximately $165 million per year;⁽⁴⁾
• Create a combined $265 million in expected annual pre-tax synergies
  and Full Potential benefits representing value creation potential of
  over $2.5 billion;⁽⁵⁾
• Target 6-7 million ounces of steady-state gold production over a
  decades-long time horizon;⁽¹⁾
• Have the largest gold Reserves and Resources in the gold sector,
  including on a per share basis;
• Be located in favorable mining jurisdictions and prolific gold
  districts on four continents;
• Deliver the highest dividend among senior gold producers;⁽²⁾
• Offer financial flexibility and an investment-grade balance sheet to
  advance the most promising projects generating a targeted Internal
  Rate of Return of at least 15 percent;⁽¹⁾⁽³⁾
• Feature a deep bench of accomplished business leaders and
  high-performing technical teams and other talent with extensive mining
  industry experience; and
• Maintain industry leadership in environmental, social and governance
  performance.

Newmont remains confident that the proposed combination of Newmont and
Goldcorp represents the best opportunity to create value for its
shareholders and deliver industry-leading returns for decades to come.

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.

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 (the “proposed transaction”) 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 and sales, including expected annual
production range; (iii) estimates of future costs applicable to sales
and all-in sustaining costs; (iv) expectations regarding accretion;
(v) estimates of future capital expenditures; (vi) estimates of future
cost reductions, efficiencies, value creation and synergies;
(vii) 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 Internal Rate of Return, schedule, decision
dates, mine life, commercial start, first production, capital average
production, average costs and upside potential; (viii) expectations
regarding future investments or divestitures; (ix) expectations of
future dividends and returns to shareholders; (x) expectations of future
free cash flow generation, liquidity, balance sheet strength and credit
ratings; (xi) expectations of future equity and enterprise value; and
(xii) expectations of future plans and benefits; (xiii) expectations
regarding future mineralization, including, without limitation,
expectations regarding reserves and resources, grade and recoveries; and
(xiv) estimates of future closure costs and liabilities. 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
exchange rates being approximately consistent with current levels; (v)
certain price assumptions for gold, copper, silver, zinc, 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
Newmont and Goldcorp’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; potential volatility in the price of Newmont common
stock due to the proposed 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 2018 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 release or made by Newmont outside of this release.
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 2018 Annual Report on Form 10-K filed with the SEC
on February 21, 2019, 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.
Additional information concerning Goldcorp’s executive officers and
directors is set forth in its 2017 Annual Report on Form 40-F filed with
the SEC on March 23, 2018, its management information circular relating
to its 2018 Annual Meeting of Stockholders filed with the SEC on March
16, 2018 and other relevant materials filed with the SEC when they
become available.

(1) Caution Regarding Projections: Projections used in this release are
considered “forward looking statements”. See cautionary statement above
regarding forward-looking statements. Forward-looking information
representing post-closing expectations is inherently uncertain.
Estimates such as expected accretion, potential value creation,
synergies, expected future production, internal rate of return,
financial flexibility and balance sheet strength are preliminary in
nature. There can be no assurance that the proposed transaction will
close or that the forward-looking information will prove to be accurate.

(2) 2019 dividends beyond Q1 2019 have not yet been approved or declared
by the Board of Directors. Management’s expectations with respect to
future dividends or annualized dividends are “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. Investors are
cautioned that such statements with respect to future dividends are
non-binding. The declaration and payment of future dividends remain at
the discretion of the Board of Directors and will be determined based on
Newmont’s financial results, balance sheet strength, cash and liquidity
requirements, future prospects, gold and commodity prices, and other
factors deemed relevant by the Board. The Board of Directors reserves
all powers related to the declaration and payment of dividends.
Consequently, in determining the dividend to be declared and paid on the
common stock of the Company, the Board of Directors may revise or
terminate the payment level at any time without prior notice. As a
result, investors should not place undue reliance on such statements.

(3) Internal rates of return targets on projects, before taxes and
royalties, are calculated using an assumed $1,200 gold price.

(4) Full Potential cost savings or improvements as used in this release
are considered operating measures provided for illustrative purposes,
and should not be considered GAAP or non-GAAP financial measures. Full
Potential amounts are estimates utilized by management that represent
estimated cumulative incremental value realized as a result of Full
Potential projects implemented and are based upon both cost savings and
efficiencies that have been monetized for purposes of the estimation.
Because Full Potential savings/improvements estimates reflect
differences between certain actual costs incurred and management
estimates of costs that would have been incurred in the absence of the
Full Potential program, such estimates are necessarily imprecise and are
based on numerous judgments and assumptions. Expected Full Potential
cost savings or improvements are projections are “forward-looking
statements” subject to risks, uncertainties and other factors which
could cause actual results to differ from current expectations.

(5) Value creation potential as used in this release is a management
estimate provided for illustrative purposes, and should not be
considered a GAAP or non-GAAP financial measure. Value creation
potential represents management’s estimate of cost savings and
improvements as the result of the Full Potential program and synergies
as a result of the proposed transaction that have been monetized and
projected over a twenty year period for purposes of the estimation,
applying a discount rate of 7 percent. Such estimates are necessarily
imprecise and are based on numerous judgments and assumptions. Expected
value creation potential is a “forward-looking statement” subject to
risks, uncertainties and other factors which could cause actual value
creation to differ from expected value creation.

Contacts

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

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