Newmont Mining Corporation (NYSE:NEM) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Other Events.

As previously disclosed on the Company’s Current Report on Form8-K filed with the SEC on March25, 2019, the board of directors of Newmont declared a one-time special dividend of $0.88 per share of common stock (the “special dividend”), conditional upon approval of the proposed business combination between Newmont and Goldcorp (the “proposed Newmont Goldcorp transaction”) by their respective shareholders. On April11, 2019, the conditions to the special dividend were satisfied upon the receipt of approval by Newmont’s and Goldcorp’s shareholders of the resolutions considered at their shareholder meetings on April11 and April4, 2019, respectively. Accordingly, the special dividend will be paid on May1, 2019 to Newmont shareholders of record as of April17, 2019 (the “record date”). The special 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.

On April11, 2019, the Company issued a press release announcing that the stockholders of the Company approved the amendment proposal and the share issuance proposal at its special shareholder meeting held the same day. A copy of the press release is attached as Exhibit99.1 and is incorporated into this Item 5.07 by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form8-K contains “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E 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 Current Report on Form8-K may include, without limitation: (i)statements relating to Newmont’s planned acquisition of Goldcorp and the expected terms, timing and closing of the proposed Newmont Goldcorp 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 Newmont Goldcorp transaction; the risk associated with the timing of the closing of the proposed Newmont Goldcorp 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 Newmont Goldcorp 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 Newmont Goldcorp 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 Form10-K, filed with the 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 Current Report on Form8-K or made by Goldcorp outside of this Current Report on Form8-K. Goldcorp is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this Current Report on Form8-K or made by Newmont outside of this Current Report on Form8-K. 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 Current Report on Form8-K, 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.

Item 5.07. Financial Statements and Exhibits.

NEWMONT MINING CORP /DE/ Exhibit
EX-99.1 2 a19-7870_4ex99d1.htm EX-99.1 Exhibit 99.1     Newmont Shareholders Vote Overwhelmingly to Create World’s Leading Gold Company   DENVER,…
To view the full exhibit click here

About Newmont Mining Corporation (NYSE:NEM)

Newmont Mining Corporation is a global mining company, which is focused on the production of and exploration for gold and copper. The Company is primarily a gold producer with operations and/or assets in the United States, Australia, Peru, Indonesia, Ghana and Suriname. Its segments are North America, South America, Asia Pacific and Africa. It has gold reserves of over 73.7 million ounces and an aggregate land position of over 20,000 square miles. It is also engaged in the production of copper, through Batu Hijau in Indonesia, Boddington in Australia and Phoenix in the United States. The North America segment consists of Carlin, Phoenix and Twin Creeks in the state of Nevada, and Cripple Creek &Victor in the state of Colorado, in the United States. The South America segment consists of Yanacocha in Peru. The Asia Pacific segment consists of Boddington, Tanami and Kalgoorlie in Australia and Batu Hijau in Indonesia. The Africa segment consists primarily of Ahafo and Akyem in Ghana.