Newmont Confirms Receipt of Barrick Acquisition Proposal

• All stock acquisition proposed with a negative premium based upon
  current market prices, conditioned on due diligence
• Newmont’s pending transaction with Goldcorp offers optimal value with
  greater certainty and a proven management team and operating model

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) confirmed
today that it has received an acquisition proposal from Barrick Gold
Corporation (Barrick) proposing an all-stock merger with Newmont, at a
negative premium based on market prices as of the close of business on
February 22, 2019. The transaction proposal is conditional on Newmont
not proceeding with its proposed
combination with Goldcorp Inc. (Goldcorp) and other conditions,
including confirmatory due diligence by Barrick.

Newmont has a long history of evaluating potential transactions, and
undertakes robust analysis and diligence on a continuous basis of
acquisition opportunities in the interests of creating long-term
shareholder value. Newmont has previously reviewed and rejected
potential combinations with each of Barrick and Randgold Resources Ltd.,
prior to their merger. Newmont’s proposed combination with Goldcorp
represents the best opportunity to create optimal value for Newmont’s
shareholders and other stakeholders, including for the reasons
summarized below:

• Superior Returns: Newmont
  has delivered superior shareholder returns. Since January 1, 2014
  (merger discussions between Barrick and Newmont ended in April 2014),
  Newmont has achieved 65 percent total shareholder returns compared to
  the negative 22 percent total shareholder return delivered by Barrick,
  while gold prices improved 15 percent during that period.
• Proven Track Record of Successful
  Execution: Newmont’s management team has a
  consistent, long standing track record of delivering superior
  execution (including productivity improvements and cost reduction
  measures) through a proven, scalable operating model and deep bench
  strength supporting thoughtful and structured succession planning. In
  addition to compelling economic returns, Newmont has maintained
  industry leadership in environmental, social and governance
  performance, and generally avoided material operational, governmental
  and investment pitfalls.
• Newmont Goldcorp Offers Compelling and
  Superior Benefits: The Newmont Goldcorp
  combination provides the greatest potential for additional value
  creation through asset optimization, project sequencing, and
  application of Newmont’s operating model. The combination will be
  immediately and highly value-accretive to Newmont’s net asset value
  and cash flow per share; generate an estimated $75 per ounce in Full
  Potential cost and efficiency improvements, representing anticipated
  benefits of approximately $165 million per year, and along with $100
  million in pre-tax synergies, generate $265 million in combined
  expected annual pre-tax synergies and Full Potential benefits
  representing potential value creation of more than $2.5 billion. ^{(1),
  (2) and (3)}
• Barrick’s Proposed Combination Ignores
  Risks and Overstates Rewards: Newmont has
  analyzed a potential combination with Barrick, whose asset portfolio
  has changed significantly since 2014, including as a result of the
  merger with Randgold seven weeks ago and its ongoing integration
  process. Newmont has previously determined that Barrick’s risk and
  return profile is inferior on many fronts, including factoring
  Barrick’s comparatively ineffective operating model, poor track record
  on delivering shareholder returns and unfavorable jurisdictional risk.
• Newmont Can Capture Nevada Synergies More
  Efficiently: Any of the Nevada synergies could be more
  efficiently realized through a Nevada joint venture between the
  companies without exposing Newmont’s shareholders to Barrick’s riskier
  portfolio, integration risks and transaction costs. Newmont has
  consistently communicated to Barrick its willingness to explore
  value-generating opportunities for the companies’ Nevada assets.
• Newmont Goldcorp Offers Strongest
  Opportunity: Compared to the demonstrated and
  compelling value creation benefits of the Newmont Goldcorp
  transaction, the synergy estimates referenced in the Barrick proposal
  are unsubstantiated and do not account for cost reduction initiatives
  Newmont has already implemented at various operations, including in
  Nevada, and would rely on a high-risk operating model to be realized.
• Dividends: The Newmont
  Goldcorp combined entity will sustainably continue Newmont’s
  industry-leading dividend.

A fuller summary of the above analysis can be found in the investor
presentation.

Newmont’s Board of Directors intends to fully evaluate the Barrick
proposal and respond in due course, including providing advice to its
shareholders. No shareholder action is necessary in response to
Barrick’s proposal.

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) 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.

(3) 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%. 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