Newmont Announces Canadian Competition Bureau Clearance for Combination with Goldcorp
Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) today announced that the Canadian Competition Bureau issued a
“no action” letter clearing Newmont’s
previously announced transaction with
Goldcorp Inc. (NYSE: GG, TSX: G) under Canadian competition law. Newmont continues to cooperate with other regulatory
agencies regarding additional approvals that are conditions to closing of the combination.
Last month, Newmont and Goldcorp announced the two companies 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)
- 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) and
- 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)
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 and the expected terms,
timing and closing of the proposed transaction (the “proposed transaction”); (ii) potential of Newmont’s and Goldcorp’s operations,
including future improvement and financial condition; (iii) estimates of future production, including expected annual production
range; (iv) expectations regarding accretion; (v) estimates of future reserves and resources; (vi) expectations of future dividends
and returns to shareholders; (vii) expectations of future free cash flow generation, liquidity, balance sheet strength, credit
ratings and financial flexibility; and (viii) expectations of future plans and benefits. 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, 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 Company’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 2017 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 2017 Annual
Report on Form 10-K filed with the SEC on February 22, 2018, 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, 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 Q4 2018 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.
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Media Contact
Omar Jabara 303.837.5114 omar.jabara@newmont.com
Investor Contact
Jessica Largent 303.837.5484 jessica.largent@newmont.com
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