Newmont Shareholders Vote Overwhelmingly to Create World’s Leading Gold Company

DENVER–(BUSINESS WIRE)–lt;a href="" target="_blank"gt;$NEMlt;/agt;–Newmont
Mining Corporation
(NYSE: NEM) (Newmont or the Company) today
announced that the Company’s shareholders voted overwhelmingly to
approve the authorization and issuance of Newmont common shares in
connection with the proposed transaction with Goldcorp
(NYSE: GG, TSX: G) (Goldcorp). On April 4, 2019, Goldcorp’s
shareholders also voted overwhelmingly in support of the combination
with more than 97 percent of votes cast in favor of the transaction.

The proposal to increase authorized common stock required a majority of
shares outstanding, whereas the proposal to issue shares for the
transaction required a majority of votes cast. Newmont shareholders
approved the increase in Newmont’s authorized common stock with more
than 76 percent of the outstanding shares voting for the proposal and
approved the issuance of shares pursuant to the transaction with more
than 98 percent of the votes cast for the proposal.

“We thank Newmont’s shareholders for their overwhelming support for this
compelling value creation opportunity as we build the world’s leading
gold company,” said Gary Goldberg, Chief Executive Officer.

The receipt of approval by Newmont’s and Goldcorp’s shareholders of the
resolutions at their shareholder meetings on April 11 and April 4, 2019,
respectively, has satisfied the conditions to Newmont’s previously
announced one-time special dividend of $0.88 per share of common stock.
Accordingly, the special dividend will be paid on May 1, 2019 to Newmont
shareholders of record as of April 17, 2019 (the record date). The
dividend will be paid to the holders of Newmont’s currently outstanding
shares as of the record date, and not in respect of shares to be issued
in connection with the proposed Newmont Goldcorp transaction.

Immediately upon transaction close, which is expected in the second
quarter, Newmont

  • Be accretive to Newmont’s Net Asset Value per share by 27 percent, and
    to the combined company’s 2020 cash flow per share by 34 percent;1
  • Begin delivering $365 million in expected annual pre-tax synergies,
    supply chain efficiencies and Full Potential improvements,
    representing $4.4 billion in Net Present Value (pre-tax);2
  • Target six to seven million ounces of steady 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;3
  • Offer financial flexibility and an investment-grade balance sheet to
    advance the most promising projects at an Internal Rate of Return
    (IRR) of at least 15 percent;4
  • Feature a deep bench of accomplished business leaders, technical teams
    and other talent with extensive mining industry experience; and
  • Maintain industry leadership in environmental, social and governance

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, including, without limitation,
G&A savings, supply chain efficiencies, full potential improvement,
integration opportunities and other improvements and savings; (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; 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 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 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.

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, NAV, Net Present Value
creation, synergies, expected future production, IRR, 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.
Net Present Value (NPV) creation 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. NPV creation represents
management’s combined estimate of pre-tax synergies, supply chain
efficiencies and Full Potential improvements, 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 5 percent. Such estimates are necessarily imprecise and are
based on numerous judgments and assumptions. Expected NPV creation is a
“forward-looking statement” subject to risks, uncertainties and other
factors which could cause actual value creation to differ from expected
value creation.
3 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
4 IRR targets on projects are calculated
using an assumed $1,200 gold price.


Media Contact
Omar Jabara

Investor Contact
Jessica Largent

Sky Optics Media drone video