Newmont Board Unanimously Determines that Barrick’s Unsolicited, Negative Premium Proposal Is Not in Newmont Shareholders’ Best Interests

  • Goldcorp Combination Represents Superior Value Creation Opportunity
  • Barrick’s Proposal Presents Significant Risks to Newmont Shareholders
  • Provides Term
    for Nevada Joint Venture with Barrick to Realize Synergies
  • Files Investor
    Responding to Barrick Claims and Providing Long-Term
    Outlook for Newmont Goldcorp
  • Company to Host Conference Call at 9:00 AM ET

DENVER–(BUSINESS WIRE)–lt;a href=”” target=”_blank”gt;$NEMlt;/agt;–Newmont
Mining Corporation
(NYSE: NEM) (Newmont or the Company) today
announced that its Board of Directors has unanimously determined that
Barrick Gold Corporation’s (Barrick) (NYSE: GOLD) (TSX: ABX)
unsolicited, all-stock negative premium proposal to acquire Newmont is
not in the best interests of Newmont’s shareholders.

After a comprehensive review conducted in consultation with its
financial and legal advisors, Newmont’s Board unanimously concluded that
Barrick’s proposal does not constitute, and would not reasonably be
expected to constitute, a Newmont Superior Proposal (as such term is
defined in the arrangement agreement between Newmont and Goldcorp
(NYSE: GG, TSX: G) (Goldcorp)). The Company’s previously
combination with Goldcorp represents a superior value
creation opportunity to generate long-term value through an unmatched
portfolio of world class operations, projects, exploration
opportunities, reserves and talent.

“Our thorough review of Barrick’s unsolicited proposal and its
associated risks has reaffirmed our conclusion that the combination of
Newmont and Goldcorp represents the best opportunity to create value for
Newmont’s shareholders and deliver industry-leading returns for decades
to come,” said Gary Goldberg, Newmont’s Chief Executive Officer. “Unlike
Barrick, Newmont Goldcorp will be centered in the world’s most favorable
mining jurisdictions and gold districts. The combination with Goldcorp
is significantly more accretive to Newmont’s shareholders on all
relevant metrics compared to Barrick’s proposal, even when factoring in
Barrick’s own synergy estimates. Realizing value through Barrick’s
proposal for Newmont’s shareholders hinges entirely on a new management
team that lacks global operating experience and is only two months into
its own transformational integration.”

Combination Represents Superior Value Creation
Opportunity Over Barrick’s Proposal

The Newmont Board of Directors’ unanimous determination that the
combination with Goldcorp represents a superior value creation
opportunity over Barrick’s unsolicited proposal is based on the

  • The Goldcorp transaction generates twice the accretion to Newmont’s
    Net Asset Value (NAV) per share compared to Barrick’s proposal, even
    when factoring in Barrick’s unsubstantiated synergy assumptions.
  • Barrick’s proposal is four percent (4%) dilutive to Newmont’s NAV per
    share, before any synergies.i
  • The value creation claimed in Barrick’s proposal relies entirely on
    the delivery of synergies from a management team that lacks global
    operating experience and is only two months into its integration
    effort with Randgold Resources Ltd.
  • Barrick’s portfolio includes numerous unfavorable and high-risk
    jurisdictions with several ongoing and significant operational and
    sustainability problems.
  • By contrast, Newmont Goldcorp’s assets will be located in favorable
    mining jurisdictions and prolific gold districts on four continents.
  • Completing the Newmont transaction with Goldcorp does not preclude
    Newmont or Barrick from achieving the available synergies in Nevada
    through a joint venture and may permit them to be realized sooner.

Because Newmont’s Board determined that the Barrick proposal is not a
“Newmont Superior Proposal” under the Goldcorp arrangement agreement,
Newmont is prohibited under the provisions of that agreement from
engaging with Barrick in relation to its proposal.

Nevada Joint Venture with Barrick

To realize the savings from Newmont’s and Barrick’s Nevada-related
operations, Newmont today submitted a joint venture proposal to Barrick.
The terms of the proposal are modeled on similar terms to other
successful joint ventures, including ones that Barrick has with Newmont
and Goldcorp.

Mr. Goldberg continued, “Newmont has consistently expressed to Barrick
that we are open to a joint venture for our operations in Nevada. In
that regard, today we have submitted a term sheet to Barrick proposing a
Nevada joint venture. This proposal would enable both companies’
shareholders to realize the available synergies while avoiding the
significant risks and complexities associated with Barrick’s unsolicited

Key terms of the joint venture proposal to combine the Nevada-related
operations of Newmont Goldcorp and Barrick include:

  • Economic Interests: Barrick to hold an economic interest equal
    to 55 percent and Newmont Goldcorp to hold a 45 percent economic
    interest. The proposed economic interests are based upon analyst
    consensus Net Present Values for each company’s Nevada-related assets
    and an equal split of Barrick’s estimated Nevada synergies.
  • Governance: Newmont Goldcorp and Barrick will have an equal
    number of representatives on the Management and Technical Committees.
    Decisions by the Management Committee shall be determined by majority
    vote, with the voting power of the parties’ representatives based on
    their respective economic interests, subject to a list of customary
    material matters requiring joint approval. The proposed joint
    venture’s Operational Management will be jointly appointed by both
    parties and will be responsible for day-to-day operations.

“We are confident that Newmont’s demonstrated technical expertise and
consistent execution will be critical in realizing the synergy
opportunities of the proposed joint venture,” said Tom Palmer, Newmont’s
President and Chief Operating Officer.

Newmont Goldcorp

Newmont has also filed an updated investor
regarding the compelling value creation opportunity of
the Newmont Goldcorp transaction. Newmont’s proposed combination with
Goldcorp is expected to close in the second quarter of 2019.

On day one after the transaction closes, Newmont Goldcorp will:

  • Be accretive to Newmont’s NAV per share by 27 percent and 34 percent
    accretive to 2020 cash flow per share;i
  • Begin delivering a combined $365 million in expected annual pre-tax
    synergies, supply chain efficiencies and Full Potential improvements
    representing the opportunity to create $4.4 billion in Net Present
    Value (pre-tax);ii
  • Target 6-7 million ounces of steady-state gold production over a
    decades-long time horizon;i
  • 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;iii
  • Offer financial flexibility and an investment-grade balance sheet to
    advance the most promising projects generating a targeted Internal
    Rate of Return (IRR) of at least 15 percent;iv
  • 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

Newmont today sent the following letter to Barrick’s Executive Chairman,
John L. Thornton, and President and Chief Executive Officer, Mark

Newmont Mining
Corporation 6363 South
Green Circle
Greenwood Village, CO

T (303) 863-7414

F (303) 837-5837

March 4, 2019

Board of Directors

TD Canada Trust Tower 161 Bay
Street, Suite 3700

Toronto, ON M5J 2S1 Canada

Attn.:       John L. Thornton, Executive Chairman
Mark Bristow, President and Chief Executive Officer

Dear John and Mark:

Re: February 25, 2019 Letter

Our board of directors and senior management, with the assistance of our
advisors, have undertaken an intensive and detailed review and analysis
of your February 25, 2019 letter proposing to acquire all of the
outstanding shares of common stock of Newmont Mining Corporation.
Consistent with its focus on the best interests of our company and its
stakeholders and on maximizing stockholder value for the long-term, our
board has determined that the proposal set forth in your letter does not
constitute, and would not reasonably be expected to constitute, a
Newmont Superior Proposal (as such term is defined in the arrangement
agreement dated January 14, 2019 between Newmont and Goldcorp Inc., as
amended on February 19, 2019). Accordingly, Newmont is not permitted to
engage in discussions and negotiations with Barrick Gold Corporation
with respect to its proposal, nor are such actions required by the
fiduciary duties of our board of directors. Therefore, in accordance
with our contractual obligations under the Goldcorp arrangement
agreement and consistent with our judgment as to the best interests of
Newmont’s stockholders, we will proceed with our transaction with
Goldcorp. We believe that transaction provides greater value to the
Newmont stockholders and is superior from the perspective of Newmont’s
other stakeholders.

We believe that the transaction you are proposing would reduce, rather
than enhance, Newmont stockholder value. Your “at market” proposal is at
a material discount to current market values, and any potential value
creation depends entirely on Barrick’s execution. Since previous merger
discussions terminated in 2014, Newmont has significantly outperformed
Barrick on almost every metric. Our 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 contrast, Barrick’s
underperformance highlights its ineffective operating model, poor record
on delivering stockholder returns, and significant jurisdictional risk.
The basis for our board’s determinations have been and will continue to
be detailed in our public disclosures.

The value creation of Barrick’s proposal relies entirely upon the
delivery of synergies from a management team that was put in place just
two months ago. This new team has never managed a global portfolio the
size of Barrick, let alone the size of a potential Newmont and Barrick
combination. From a stockholder perspective, how a company conducts its
business is an important component of value. In addition to compelling
economic performance, Newmont has maintained industry leadership in
environmental, social and governance performance and, unlike Barrick and
Randgold Resources Ltd., has generally avoided material operational,
governmental and investment pitfalls. Moreover, Newmont is committed to
strong governance practices and has been recognized for having a culture
that values responsible corporate citizenship, inclusion and diversity.
Barrick’s expressed disdain for process and oversight, and its absence
of diversity of leadership, including in its board room, runs contrary
to the expressed values of Newmont, our employees, our stockholders and
our other valued stakeholders. For all of these reasons, we strongly
believe that our stockholders are far better off as owners of Newmont
Goldcorp Corporation than as holders of a minority stake in Barrick, a
far less attractive entity.

We recognize that there are value-creation opportunities available in
Nevada if we work together. We have always been, and we remain, prepared
to explore these opportunities, despite your public comments to the
contrary. Achieving these opportunities does not require Newmont to be
acquired by Barrick, and for our stockholders to be exposed to the many
risks inherent in Barrick. To facilitate the realization of the
potential synergies, we are providing you with a term sheet for a joint
venture that would combine our Nevada operations and create value for
both sets of stockholders. We are prepared to move forward with you on
this basis expeditiously.

Our board of directors, our management team and our thousands of
employees around the world are dedicated to creating value for all of
our stockholders and that is exactly what we will continue to do by
executing on our strategic plan and completing our pending transaction
with Goldcorp.

On behalf of our board of directors,

Noreen Doyle

Gary J. Goldberg
Chief Executive Officer

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

Conference Call and Webcast

Newmont will host a conference call and a webcast on Monday, March 4,
2019 at 9:00 AM Eastern Time. Presentation slides will accompany the
live webcast and can be accessed on the Newmont website,

Conference Call Details

        Dial-In Number       1-855-209-8210
Intl Dial-In Number 1-412-317-5213
Canada Toll Free

Conference Name


Newmont Mining

Replay Number 1-877-344-7529
Intl Replay Number 1-412-317-0088
Replay Access Code 10129346

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 press 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 press 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 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 IRR,
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 stockholders; (x)
expectations of future free cash flow generation, liquidity, balance
sheet strength and credit ratings; (xi) expectations of future equity
and enterprise value; (xii) expectations of future plans and benefits;
(xiii) expectations regarding future mineralization, including, without
limitation, expectations regarding reserves and resources, grade and
recoveries; (xiv) estimates of future closure costs and liabilities;
(xv) statements relating to the proposed acquisition of Newmont by
Barrick, including potential dilution, synergies and value creation, and
(xvi) the possible joint venture in Nevada, including the potential
terms and benefits thereof. 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 the Newmont’s
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
stockholders 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,
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
Newmont is not affirming or adopting any statements or reports
attributed to Goldcorp (including prior mineral reserve and resource
declaration) in this press release or made by Goldcorp outside of this
press release. Goldcorp is not affirming or adopting any statements or
reports attributed to Newmont (including prior mineral reserve and
resource declaration) in this press release or made by Newmont outside
of this press 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 press 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 communication 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 communication 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 Securities and
Exchange Commission (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,
on t


Investor Contact
Jessica Largent, 303.837.5484

Media Contact
Omar Jabara, 303.837.5114

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