In response to the press release issued this morning by Barrick Gold
Corporation (NYSE:ABX)(TSX:ABX), Newmont Mining Corporation (NYSE:NEM)
today released the following letter it sent last week to the Board of
Directors of Barrick:
April 25, 2014
Board of Directors
Barrick Gold Corporation
Brookfield Place
TD
Canada Trust Tower
161 Bay Street, Suite 3700
Toronto, Canada
M5J 2S1
Attention: John L. Thornton, Co-Chairman
Directors:
Over the past number of months, our two companies have been working hard
to find a basis on which we could merge and realize their combined
strengths. While we were hopeful that we could achieve that goal, it has
become evident to us over the past several weeks that the type of
constructive, mutually respectful and partnership-oriented relationship
necessary to realize the potential benefits of that combination does not
yet exist.
Our Board has met a number of times since we were twice told
definitively last Thursday by your Co-Chairman that the process in which
we had been engaged to find a basis to merge our two companies was
“dead”. As you would expect, that unilateral declaration made us
question whether we actually shared the vision and values that are
necessary to forge a successful new company. Notwithstanding that, we
persevered.
While our team has found your management team’s engagement to be
constructive and professional, the same constructive nature cannot be
said of our discussions with your Co-Chairman on certain fundamental
strategic and structural issues over the past two weeks. Our efforts to
find consensus have been rejected out of hand repeatedly. And, as we
contemplated further dialogue, we read in the continuing reporting of
the transaction in the financial press a pointed characterization of our
company as “extremely bureaucratic and not shareholder-friendly.”
Nothing could be further from the truth. Moreover, none of this suggests
that we have the mutual respect or shared values today that we believe
are necessary for the enterprise that would result from the combination
of our companies to realize its full potential.
It is, in fact, because of our deep commitment to our shareholders that
we reluctantly have had to unanimously conclude that we need to put
aside our attempts to resuscitate this initiative and should pursue our
course as an independent company.
On behalf of the Board,
Vincent A. Calarco
Chairman
About Newmont
Founded in 1921 and publicly traded since 1925, Newmont is a leading
producer of gold and copper. Headquartered in Colorado, the Company has
approximately 32,000 employees and contractors, with the majority
working at managed operations in the United States, Australia, New
Zealand, Peru, Indonesia and Ghana. Newmont is the only gold company
listed in the S&P 500 index and in 2007 became the first gold company
selected to be part of the Dow Jones Sustainability World Index. Newmont
is an industry leader in value creation, supported by its leading
technical, environmental, and health and safety performance.
Cautionary Statement Regarding Forward Looking Statements, Including
Outlook:
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. Such forward-looking statements may include, without
limitation: (i) estimates of future production and sales; (ii) estimates
of future costs applicable to sales and All-in sustaining costs; (iii)
estimates of future consolidated and attributable capital expenditures;
(iv) plans and expectations to reduce costs and expenditures; (v)
expectations regarding the development, growth and exploration potential
of the Company’s projects; and (vi) expectations regarding the timing
and/or likelihood of closing the term loan. 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 the Company’s
projects being consistent with current expectations and mine plans,
including without limitation receipt of export approvals; (iii)
political developments in any jurisdiction in which the Company operates
being consistent with its current expectations; (iv) certain exchange
rate assumptions for the Australian 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 and oil; (vi)
prices for key supplies being approximately consistent with current
levels; and (vii) the accuracy of our current mineral reserve and
mineral resource estimates. Where the Company 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”. Such risks include, but are not limited
to, gold and other metals price volatility, currency fluctuations,
increased production costs and variances in ore grade or recovery rates
from those assumed in mining plans, political and operational risks,
community relations, conflict resolution and outcome of projects or
oppositions and governmental regulation and judicial outcomes. For a
more detailed discussion of such risks and other factors, see the
Company’s 2013 Annual Report on Form 10-K, filed on February 21, 2014,
with the Securities and Exchange Commission, as well as the Company’s
other SEC filings. The Company does 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 news 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.
Copyright Business Wire 2014