DENVER, March 26, 2019 /PRNewswire/ -- Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) today announced that independent proxy
advisory firm Institutional Shareholder Services Inc. (ISS), has recommended that Newmont shareholders vote "FOR" each of
the Company's resolutions in connection with the proposed combination with Goldcorp Inc. (NYSE: GG, TSX: G) (Goldcorp) at the special shareholder meeting scheduled for April 11, 2019.
In its March 25, 2019 report, ISS stated1:
The company offers a sound strategic rationale, as the combination is expected to create the
world's largest gold miner with a diverse asset portfolio in favorable mining geographies.
A vote FOR this proposal is warranted given the solid strategic rationale and expected financial
benefits, which are bolstered by the recent addition of a special dividend to NEM shareholders.
Commenting on the report, Gary Goldberg, Newmont's Chief Executive Officer, said:
"We are pleased that ISS recognizes the compelling value proposition of the Newmont Goldcorp
combination to create an unmatched portfolio of world class operations, projects, exploration opportunities, Reserves and talent
in the gold mining sector. We look forward to completing the transaction with Goldcorp, and urge all Newmont shareholders to
follow the recommendation of ISS and Newmont's Board of Directors' by voting 'FOR' each of the resolutions relating to the
proposed combination with Goldcorp at the upcoming special shareholder meeting."
Newmont and Goldcorp expect the transaction to close in the second quarter of 2019, subject to approval by Newmont and
Goldcorp shareholders and the satisfaction of customary closing conditions and regulatory approvals.
Immediately upon the closing of this transaction, Newmont Goldcorp will:
- Be accretive to Newmont's Net Asset Value per share by 27 percent, and 34 percent accretive to the Company's 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 performance.
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, including, statements regarding Newmont's
special dividend, including its record date and payment date; (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; and (xv) the possible
joint venture in Nevada, including the potential synergies, value creation 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; (viii) the satisfaction of
conditions to the special dividend payment; and (ix) 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 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 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 filed a proxy statement relating to a special
meeting of its stockholders with the SEC on March 11, 2019. Additionally, the Company filed and
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
contain and will contain important information about the proposed transaction and the parties to the transaction. The definitive
proxy statement was mailed to the Company's stockholders on March 14, 2019. Stockholders of the
Company are able to obtain a copy of the proxy statement, the filings with the SEC that have been and 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 are 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 are set forth in the proxy statement
relating to the transaction filed with the SEC on March 11, 2019, and mailed to stockholders
March 14, 2019. Additional information concerning Goldcorp' 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.
i 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.
ii 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.
iii 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 statements.
iv IRR targets on projects are calculated using an assumed $1,200 gold
price.
Newmont Media Contact
Omar Jabara, 303.837.5114
omar.jabara@newmont.com
Newmont Investor Contact
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
1
Permission to use quotes was neither sought nor obtained.
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SOURCE Newmont Mining Corporation