Setting the Standard for Safe, Profitable and
Responsible Gold and Copper Production from a World-Class Portfolio
of Top-Tier Operations
- Newmont has agreed to acquire Newcrest by way of an Australian
Scheme of Arrangement (“Scheme”), under which Newmont will acquire
100 percent of the issued shares in Newcrest Mining Limited
(“Newcrest”)
- Newcrest shareholders to receive 0.400 Newmont shares (or 0.400
Newmont CDI1) for each Newcrest share and a special dividend of up
to $1.10 per share paid by Newcrest, representing a 30.4 percent
premium2
- Further strengthens Newmont’s position as the responsible gold
mining leader through the combination of high-quality operations,
projects and reserves concentrated in low-risk jurisdictions,
including 10 Tier 1 operations that will support decades of safe,
profitable and responsible gold and copper production3
- Complementary businesses create substantial opportunities for
optimization; estimated annual pre-tax synergies of $500 million
expected to be achieved within first 24 months4
- Highly accretive for Newmont shareholders upon closing, with
opportunity to enhance near-term cash flows, targeting at least $2
billion in the first two years after closing through portfolio
optimization5
- Maintaining Newmont’s balanced capital allocation priorities
and industry-leading dividend framework, which has returned over
$4.5 billion to shareholders since established in October 2020
- The Scheme is unanimously recommended by the Board of Directors
of Newcrest, subject to no superior proposal emerging for Newcrest
and the Independent Expert concluding that the transaction is in
the best interests of Newcrest shareholders
- The Board of Newmont unanimously recommends6 that Newmont
stockholders vote in favor of the required Newmont stockholder
resolution
- Transaction is subject to customary conditions, including
shareholder approval, with completion expected in the fourth
quarter of 2023
- Newmont will host investor webcast and conference call on May
15, 2023 at 8:00 a.m. Eastern Daylight Time (10:00 p.m. Australian
Eastern Standard Time)
Newmont Corporation (NYSE: NEM, TSX: NGT) today announced that
following completion of due diligence it has entered into a binding
Scheme Implementation Deed (“SID”) under which Newmont will acquire
100 percent of the issued share capital in Newcrest by way of an
Australian court-approved Scheme of Arrangement (the “Scheme” or
the “Transaction”).
“The combination of Newmont and Newcrest represents an
exceptional value proposition for shareholders and other
stakeholders. It creates an industry-leading portfolio with a
multi-decade gold and copper production profile in the world’s most
favorable mining jurisdictions,” said Tom Palmer, President and CEO
of Newmont. “Following a robust due diligence process, we have
identified a number of opportunities to unlock substantial value
and will apply our experience and expertise to Newcrest’s
complementary and exceptional portfolio of long-life, low-cost gold
and copper assets. Leveraging our experience from the acquisition
of Goldcorp four years ago, we are positioned to deliver an
estimated $500 million in annual synergies and an estimated $2
billion in incremental cash flow from portfolio optimization
opportunities, both part of our strategy to maximize value for
shareholders and other stakeholders.”
Mr. Palmer continued: “This transaction also increases Newmont’s
annual copper production – a metal vital for the new energy economy
– and adds nearly 50 billion pounds of copper reserves and
resources from Newcrest to our robust and balanced portfolio7. We
intend to quickly realize these opportunities to create superior
value for our shareholders, workforce, host communities and
governments.”
Newcrest’s Chairman, Peter Tomsett, added: “This transaction
combines two of the world’s leading gold producers, bringing
forward significant value to Newcrest shareholders through the
recognition of our outstanding growth pipeline. In addition to the
ongoing benefits of merging these premier portfolios, the combined
group will set a new benchmark in gold production while benefitting
from a material and growing exposure to copper and a market leading
position in safety and sustainability. The Newcrest Board is
unanimously recommending the proposal. We are very proud of the
entire Newcrest team for building a world class metals business,
which will form a key part of the combined group. We believe our
shareholders and other stakeholders can look forward to an exciting
and prosperous future.”
TRANSACTION RATIONALE
The New Sustainability Standard
For the last eight years, Newmont has been recognized as the top
gold miner in the Dow Jones Sustainability Index, and regularly
ranks as the most transparent company for sustainability disclosure
in the S&P 500. Beyond Newcrest’s well-established
sustainability credentials and top quartile industry ranking,
Newmont will apply its proven sustainability practices and
leadership to Newcrest’s assets by:
- Bringing a clear focus on mitigating safety risks along with
visible, felt leadership in the field to drive a fatality-free
business
- Building on Newmont’s sustainability leadership and commitment
to meaningful social engagement based on inclusion, transparency
and integrity in order to be the partner of choice for governments,
host communities, suppliers and workforce
- Remaining committed to Newmont’s leading environmental
stewardship practices and climate goals
- Creating a diverse, inclusive and equitable workplace where
everyone is welcome, attracting and retaining the breadth of skills
and innovation needed to continuously improve performance
World-Class Portfolio
This acquisition would create a world-class portfolio of assets
with the highest concentration of Tier 1 operations, primarily in
favorable, low-risk mining jurisdictions. Supported by this
portfolio, Newmont will be well-positioned to generate strong,
stable and lasting returns with best-in-class sustainability
performance, well into the future.
Through the combination of high-quality operations, projects and
reserves, this portfolio is expected to deliver:
- Outstanding depth and breadth of global production focused
across stable mining jurisdictions:8
- Approximately 8 million ounces of total combined annual gold
production upon closing the Transaction, with more than 5 million
gold ounces, or two-thirds of total gold production, from 10 large,
long-life, low cost, Tier 1 assets
- Combined annual copper production of approximately 350 million
pounds from Australia and Canada
- An extensive portfolio of greenfield and brownfield growth
options from the industry’s largest reserve and resource base:
- 96 million ounces of gold reserves declared by Newmont and 52
million ounces declared by Newcrest, along with 111 million and 68
million ounces of gold resources, respectively9
- Significant majority of combined entity’s gold reserves will be
located in the Americas and Australia
- Value-generating projects across some of the world’s most
prospective regions including Canada’s Golden Triangle
- Meaningful increase in copper reserves, a critical metal in
facilitating the transition to a new energy economy
- Maintaining a disciplined approach to mine planning and project
development at reserve gold pricing, creating a resilient business
to maximize long-term returns
Delivering Synergies
The combined business would be immediately supported by
Newmont’s scalable, integrated operating model with a deep bench of
experienced leaders, subject matter experts and existing regional
teams in Australia and Canada. Building on the experience gained
following the acquisition of Goldcorp, Newmont has identified the
opportunity for substantial synergies:
- $500 million of total annual pre-tax synergies anticipated to
be achieved within the first 24 months following the completion of
the Transaction:
- Approximately $100 million of pre-tax general and
administrative synergies driven by Newmont’s scalable, integrated
operating model with existing regional teams in Australia and
Canada
- Approximately $200 million of supply chain synergies from
best-in-class pricing and existing strong partnerships with key
suppliers, smelters and equipment manufacturers through
unprecedented economies of scale
- At least $200 million of benefits from Newmont’s proven Full
Potential continuous improvement program, which improves costs and
productivity through the rapid replication of leading processes and
advanced technology10
Further value creation opportunities are anticipated as the
Newcrest portfolio is fully integrated into Newmont, bringing
together the industry’s best talent and processes across two key
mining jurisdictions, including, among other things, the benefits
from the experience of Newcrest’s world-class block caving
team.
Australia
The Transaction brings together two of Australia’s largest gold
producers and would reinforce Newmont’s long-standing commitment to
safe, profitable and responsible gold and copper production in the
country for decades to come.
Newmont will leverage its existing regional operating model in
Australia and, following the Transaction, will combine and optimize
both companies’ leaders, subject matter experts, supply chains and
regional infrastructure to drive best-in-class performance.
Newmont intends to apply for a foreign exempt listing on the
Australian Securities Exchange (“ASX”) and establish Clearing House
Electronic Sub-register System Depositary Interests (“CDIs”) on the
ASX. Newcrest shareholders may elect to receive CDIs representing a
unit of beneficial ownership in Newmont common stock based on their
country of residence.
Papua New Guinea
Upon closing of the Transaction, Newmont will establish a
regional presence and in-country offices in Papua New Guinea,
committed to building and maintaining strong, proactive and
mutually beneficial relationships with host governments and local
communities while supporting safe and profitable operations.
Canada
Once complete, the Transaction will solidify Newmont’s position
in Canada through the combination of operating mines and
development projects, creating a Tier 1 district in British
Columbia’s highly-prospective Golden Triangle.
The combination will also leverage Newmont’s existing regional
operating model in North America to combine and optimize both
company’s leaders, subject matter experts, supply chains and
regional infrastructure to drive best-in-class performance.
Looking ahead, the Company’s expanded footprint in Canada,
together with shared ore body experience and technical expertise,
could unlock gold and copper opportunities from the combined
organic project pipeline, including the key projects Galore Creek
and Saddle North.
Newmont will maintain its current listing on the TSX following
closing of the Transaction.
Driving Capital Allocation
Newmont remains committed to its capital allocation strategy,
which starts with maintaining an investment grade balance sheet
with strength and flexibility. The combined company’s balance sheet
will be supported by an even stronger, lower cost, diversified
portfolio focused in low-risk mining jurisdictions. With the
sector’s largest reserve and resource base, the combined business
will be in a very strong position to advance the most
value-accretive development opportunities and sustainably improve
overall shareholder returns.
The Transaction is highly accretive to Newmont shareholders
which is further improved when anticipated synergies are fully
realized within the first 24 months of closing. Additionally,
Newmont intends to enhance cash flow by at least $2 billion in the
first two years after closing through portfolio optimization.
Newmont will remain committed to maintaining its
industry-leading dividend framework with a robust platform to drive
leading returns throughout the price cycle:11
- $1.00 per share at reserve pricing assumption of $1,400/oz
- Variable component is calibrated in gold price increments of
$300 per ounce
- Variable component is assessed annually in alignment with the
business planning cycle, considering the current macroeconomic
environment and the current level of reinvestment in the
business
- Supported by strong and flexible investment-grade balance
sheet
- Dividend payouts are reviewed and approved quarterly by
Newmont’s Board of Directors
TRANSACTION SUMMARY AND CLOSE TIMELINE
- Under the terms of the Scheme, Newmont will acquire all
outstanding Newcrest shares and Newcrest shareholders will receive
0.400 Newmont shares (or 0.400 Newmont CDIs) for each Newcrest
share held
- Newcrest will also fund and pay to its shareholders a franked
special dividend of up to USD$1.10 per Newcrest share, conditional
on the Scheme becoming effective
- Under the terms of the Scheme, and based on current market
prices, the implied equity value of Newcrest is A$26.2 billion,
including the dividend, with an enterprise value of A$28.8
billion
- Upon implementation of the Scheme, Newmont and Newcrest
shareholders will own approximately 69 percent and 31 percent of
the combined entity, respectively
- The Scheme is subject to customary conditions including:
- Shareholder approvals from both companies
- Newcrest: more than 50 percent of shareholders voting and at
least 75 percent of votes cast
- Newmont: more than 50 percent of votes cast
- The Independent Expert concluding that the Scheme is in the
best interests of Newcrest shareholders
- Relevant regulatory approvals
- No material adverse event or prescribed occurrences in respect
of either company
- Newcrest and Newmont are each subject to customary exclusivity
restrictions, including no-shop, no-talk, and no diligence
restrictions, subject to certain customary exceptions
- The SID contemplates a break/termination fee (payable by
Newcrest) and a reverse break/termination fee (payable by Newmont)
in certain circumstances, with the quantum of each determined by
reference to 1 percent of the equity value of the corresponding
party (with a discounted amount of the reverse break fee payable,
only to reimburse Newcrest for its third party costs, if Newmont
stockholder approval is not ultimately obtained)
- Newmont intends to apply for a foreign exempt listing and
establish CDIs on the ASX with respect to Newmont shares issued to
Newcrest shareholders
- The Transaction is expected to close in the fourth quarter of
2023
GOVERNANCE
Gregory Boyce will continue as Chair of Newmont’s Board of
Directors (“Board”) and the Board will select two directors from
Newcrest to join the Newmont Board. Tom Palmer will continue as
President and Chief Executive Officer of Newmont and will lead the
combined company with a focus on safely and responsibly leading the
combined workforce, integrating the acquired assets and delivering
on shareholder commitments.
________________________________________________
1 Clearing House Electronic Sub-register
System Depositary Interests representing a unit of beneficial
ownership in a share of Newmont common stock.
2 Premium analysis calculated by reference
to the exchange ratio of 0.400x shares of Newmont for each Newcrest
share held and a special dividend of up to USD$1.10 per Newcrest
share. Share prices based on NYSE and ASX trading of Newmont and
Newcrest shares, respectively, as at close of February 3, 2023.
3 See endnote G regarding Tier 1
assets
4 See endnote A regarding pre-tax
synergies.
5 See endnote B regarding portfolio
optimization.
6 Recommendation in the absence of a
superior proposal emerging.
7 Amounts presented on an attributable
basis. Reserves and resources data for Newcrest are historical
reserves estimates as at June 30, 2022, sourced from Newcrest’s
company Annual Mineral Resources and Ore Reserves Statement, dated
August 19, 2022. Newmont has been unable to update, and does not
expect to be able to update, the Newcrest historical reserves
estimates, prior to the completion of the Transaction. Accordingly,
Newmont is not treating these historical estimates as current
estimates of mineral resources or mineral reserves because a
qualified person (as defined under SEC standards) has not done
sufficient work to classify the estimate as a current estimate of
mineral resources or mineral reserves. See endnote F.
8 See endnote C regarding past
performance. Amounts presented on an attributable basis of 6.0
million ounces of gold production for Newmont’s year ended December
31, 2022 and 2.0 million ounces of gold production for Newcrest’s
year ended June 30, 2022, from respective company filings.
9 See footnote 7 above and endnote F
below.
10 See endnote D regarding Full Potential
improvements.
11 Expectations regarding 2023 dividend
levels are forward-looking statements. See endnote E regarding our
dividend framework.
Readers are reminded to refer to the
endnotes to this press release for additional information.
ANALYST AND INVESTOR WEBCAST AND CONFERENCE CALL
Newmont – Business Update
May 15, 2023 at 8 a.m. Eastern Daylight Time (10 p.m. Australian
Eastern Standard Time)
Conference Call Details
Dial-In Number
833.470.1428
Intl Dial-In Number
404.975.483912
Dial-in Access Code
984641
Conference Name
Newmont
Replay Number
866.813.9403
Replay Access Code
375213
Webcast Details
Title: Newmont – Business Update
URL: https://events.q4inc.com/attendee/420915744
The webcast materials will be available before the conference
call on the “Investor Relations” section of the Company’s website,
www.newmont.com. Additionally, the conference call will be archived
for a limited time on the Company’s website.
ADVISORS AND COUNSEL
In connection with the Transaction, Newmont has engaged BofA
Securities, Centerview Partners LLC, Lazard and BMO Capital Markets
as its financial advisers, and King & Wood Mallesons and White
& Case LLP as its legal advisers. Mackenzie Partners, Inc. will
act as proxy solicitation agent.
ABOUT NEWMONT
Newmont is the world’s leading gold company and a producer of
copper, silver, zinc and lead. The Company’s world-class portfolio
of assets, prospects and talent is anchored in favorable mining
jurisdictions in North America, South America, Australia and
Africa. Newmont is the only gold producer listed in the S&P 500
Index and is widely recognized for its principled environmental,
social and governance practices. The Company is an industry leader
in value creation, supported by robust safety standards, superior
execution and technical expertise. Newmont was founded in 1921 and
has been publicly traded since 1925.
________________________________________________
12 For a full list of toll-free phone
numbers, refer to the following link:
https://www.netroadshow.com/events/global-numbers?confId=51039
Readers are reminded to refer to the
endnotes to this press release for additional information.
At Newmont, our purpose is to create value and improve lives
through sustainable and responsible mining. To learn more about
Newmont’s sustainability strategy and initiatives, go to
www.newmont.com.
Additional Information about the Transaction and Where to
Find It
This press release is not an offer to purchase or exchange, nor
a solicitation of an offer to sell securities of Newmont or
Newcrest nor the solicitation of any vote or approval in any
jurisdiction nor shall there be any such issuance or transfer of
securities of Newmont or Newcrest in any jurisdiction in
contravention of applicable law. This press release is being made
in respect of the transaction involving Newmont and Newcrest
pursuant to the terms of a scheme implementation deed dated May 14,
2023 (the “Scheme Implementation Deed”) by and among
Newmont, Newmont Overseas Holdings Pty Ltd, an Australian
proprietary company limited by shares, an indirect wholly owned
subsidiary of Newmont, and Newcrest and may be deemed to be
soliciting material relating to the transaction. In furtherance of
the pending transaction and subject to future developments, Newmont
will file one or more proxy statements or other documents with the
Securities and Exchange Commission (“SEC”). This press
release is not a substitute for any proxy statement, the Scheme
Booklet or other document Newmont or Newcrest may file with the SEC
and Australian regulators in connection with the pending
transaction. INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST
ARE URGED TO READ THE PROXY STATEMENT(S), SCHEME BOOKLET AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE TRANSACTION AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The definitive proxy statement will be mailed
to Newmont stockholders. Investors and security holders may obtain
a free copy of the proxy statements, the filings with the SEC that
will be incorporated by reference into the proxy statement, the
Scheme Booklet and other documents containing important information
about the transaction and the parties to the transaction, filed by
Newmont with the SEC at the SEC's website at www.sec.gov. The
disclosure documents and other documents that are filed with the
SEC by Newmont may also be obtained on
https://www.newmont.com/investors/reports-and-filings/default.aspx
or by contacting Newmont’s Investor Relations department at
Daniel.Horton@newmont.com or by calling 303-837-5484.
Participants in the Transaction Solicitation
Newmont, Newcrest and certain of their respective directors and
executive officers and other employees may be deemed to be
participants in any solicitation of proxies from Newmont
shareholders in respect of the pending transaction between Newmont
and Newcrest. Information regarding Newmont’s directors and
executive officers is available in its Annual Report on Form 10-K
for the year ended December 31, 2022 filed with the SEC on February
23, 2023 and its proxy statement for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on March 10, 2023.
Information about Newcrest’s directors and executive officers is
set forth in Newcrest’s latest annual report dated August 19, 2022
as updated from time to time via announcements made by Newcrest on
the Australian Securities Exchange. Additional information
regarding the interests of these participants in such proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
any proxy statement and other relevant materials to be filed with
the SEC in connection with the pending transaction if and when they
become available.
Cautionary Statement Regarding Forward-Looking
Statements
This press release, and the exhibits hereto, contain
“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 Australian 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,” “pending,” “preliminary,” “proposed” or
“potential.” Forward-looking statements may include, without
limitation, statements relating to (i) the pending transaction to
acquire the share capital of Newcrest, the expected terms, timing
and closing of the pending transaction, including receipt of
required approvals and satisfaction of other customary closing
conditions; (ii) estimates of future production, including expected
annual production range; (iii) estimates of future costs applicable
to sales and all-in sustaining costs; (iv) estimates of future cash
flow enhancements through portfolio optimization, cost reductions,
synergies, including pre-tax synergies, savings and efficiencies;
(v) expectations regarding future exploration and the development,
growth and potential of Newmont’s and Newcrest’s operations,
project pipeline and investments; (vi) expectations regarding
future investments or divestitures, including anticipated
divestitures over the next two years; (vii) expected listing of
common stock on the New York Stock Exchange, the Toronto Stock
Exchange and the Australian Securities Exchange; and (viii)
expectations from the integration of Newcrest, including the
combined company’s production capacity, asset quality and
geographic spread. 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
Newcrest’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 Newcrest operate 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,
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 Newcrest’s businesses and the ability
to achieve the anticipated synergies and value-creation
contemplated by the pending transaction; the risk associated with
Newmont’s and Newcrest’s ability to obtain the approval of the
pending transaction by their shareholders required to consummate
the pending transaction and the timing of the closing of the
pending transaction, including the risk that the conditions to the
pending transaction are not satisfied on a timely basis or at all
and the failure of the pending transaction to close for any other
reason; the risk that a consent or authorization that may be
required for the pending 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 Scheme Implementation Deed; unanticipated
difficulties or expenditures relating to the pending transaction,
the response of business partners and retention as a result of the
announcement and pendency of the transaction; risks relating to the
value of the Scheme Consideration to be issued in connection with
the pending transaction; the anticipated size of the markets and
continued demand for Newmont’s and Newcrest’s resources and the
impact of competitive responses to the announcement of the
transaction; and the diversion of management time on pending
transaction-related issues. For a more detailed discussion of such
risks and other factors, see Newmont’s Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the SEC as well as
the Company’s other SEC filings, available on the SEC website or
www.newmont.com. Newcrest’s most recent annual report for the
fiscal year ended June 30, 2022 as well as Newcrest’s other filings
made with Australian securities regulatory authorities are
available on ASIC or www.newcrest.com. Newmont is not affirming or
adopting any statements or reports attributed to Newcrest
(including prior mineral reserve and resource declaration) in this
press release or made by Newcrest outside of this press release.
Newcrest 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 Newcrest 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.
Notice Regarding Reserves and Resources:
Unless otherwise stated herein, the reserves stated in this
release represent estimates at December 31, 2022, which could be
economically and legally extracted or produced at the time of the
reserve determination. Estimates of proven and probable reserves
are subject to considerable uncertainty. Such estimates are, or
will be, to a large extent, based on metal prices and
interpretations of geologic data obtained from drill holes and
other exploration techniques, which data may not necessarily be
indicative of future results. Additionally, resource does not
indicate proven and probable reserves as defined by the SEC or the
Company’s standards. Estimates of measured, indicated and inferred
resource are subject to further exploration and development, and
are, therefore, subject to considerable uncertainty. Inferred
resources, in particular, have a great amount of uncertainty as to
their existence and their economic and legal feasibility. The
Company cannot be certain that any part or parts of the resource
will ever be converted into reserves. For additional information on
our reserves and resources, please see Item 2 of the Company’s Form
10-K, filed on February 23, 2023 with the SEC.
See endnote F below regarding estimates of Newcrest’s reserves
and resources.
Endnotes
A.
Synergies. Synergies and value creation as used in this
press release is a management estimate provided for illustrative
purposes and should not be considered a GAAP or non-GAAP financial
measure. Synergies represent management’s combined estimate of
pre-tax synergies, supply chain efficiencies and Full Potential
improvements, as a result of the integration of Newmont’s and
Newcrest’s businesses that have been monetized for the purposes of
the estimation. Because synergy estimates reflect differences
between certain actual costs incurred and management estimates of
costs that would have been incurred in the absence of the
integration of Newmont’s and Newcrest’s businesses, such estimates
are necessarily imprecise and are based on numerous judgments and
assumptions. Synergies are “forward-looking statements” subject to
risks, uncertainties and other factors which could cause actual
value creation to differ from expected or past synergies.
B.
Portfolio Optimization. Portfolio optimization as used in
this press release is a management estimate provided for
illustrative purposes and should not be considered a GAAP or
non-GAAP financial measure. Because the enhancement to cash flow
estimates the differences between certain actual cash flows and
management estimates of cash flows in the absence of the
integration of Newmont’s and Newcrest’s businesses, such estimates
are necessarily imprecise and are based on numerous judgments and
assumptions. Portfolio optimization to enhance cash flows is a
“forward-looking statement” subject to risks, uncertainties and
other factors which could cause enhanced cash flows to differ from
expectations.
C.
Past Performance. Past performance metrics and figures
included in this presentation are given for illustrative purposes
only and should not be relied upon as (and are not) an indication
of Newmont’s views on its or Newcrest’s future production,
financial performance or condition or prospects (including on a
consolidated basis). Investors should note that past performance of
Newmont, including in relation to the past value returned to
stockholders and past value creation and annual synergies, and
other historical financial information cannot be relied upon as an
indicator of (and provide no guidance, assurance or guarantee as
to) future production or performance.
D.
Full Potential. Full Potential improvement value creation
is considered an operating measure provided for illustrative
purposes, and should not be considered GAAP or non-GAAP financial
measures. Full Potential amounts are estimates utilized by
management that represent estimated cumulative incremental value
realized as a result of Full Potential projects implemented and are
based upon both cost savings and efficiencies that have been
monetized for purposes of the estimation. Because Full Potential
improvement estimates reflect differences between certain actual
costs incurred and management estimates of costs that would have
been incurred in the absence of the Full Potential program, such
estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expectations of the results of Full
Potential savings, synergies or improvements are forward-looking
statements and subject to risks and uncertainties.
E.
Dividend. Our future dividends have not yet been approved
or declared by the Board of Directors. An annualized dividend
payout level has not been declared by the Board and is non-binding.
The Company’s dividend framework and expected 2023 dividend payout
ranges are non-binding. Management’s expectations with respect to
future dividends, annualized dividends, payout ranges or dividend
yield are “forward-looking statements.” 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 duration, scope and impact of
COVID-19 presents additional uncertainties with respect to future
dividends and no assurance is being provided that the Company will
pay future dividends at the increased payment level. 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.
F.
Cautionary Statement Regarding the Newcrest Historical
Reserves Estimates: The mineral resource and mineral reserve
estimates stated herein with respect to Newcrest (the “Newcrest
Historical Reserves Estimates”) were prepared to meet the reporting
requirements of the Australian Securities Exchange (“ASX”) Listing
Rules Chapter 5, December 2019; the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves,
December 2012 (“JORC Code”), and were prepared in accordance with
National Instrument 43-101 – Standards of Disclosure for Mineral
Projects (“NI 43-101”) of the Canadian Securities Administrators,
June 2011, Canadian Institute of Mining, Metallurgy and Petroleum
Definition Standards on Mineral Resources and Mineral Reserves, May
2014 and the rules of the Toronto Stock Exchange (“TSX”). Investors
should note that the requirements of the JORC Code and NI 43-101
differ from the requirements of Subpart 1300 of Regulation S-K.
Reserves and resources prepared under the JORC Code and NI-43-101
are normally not permitted to be used in reports and registration
statements filed with the SEC. Certain of the Newcrest Historical
Reserves Estimates include inferred resources, which would not be
permitted under Subpart 1300 of Regulation S-K. Inferred resources
involve a great amount of uncertainty as to their existence and
their economic and legal feasibility. A significant amount of
exploration must be completed in order to determine whether an
inferred resource may be upgraded to a higher category. US
investors are cautioned not to assume that all or any part of an
inferred resource exists or is economically or legally mineable.
Accordingly, there is no assurance that the Newcrest Historical
Reserves Estimates or any other mineral reserves or mineral
resources that Newcrest may report under JORC or NI 43-101 will be
the same as the mineral reserve or mineral resource estimates
prepared under Subpart 1300 of Regulation S-K. The Newcrest
Historical Reserves Estimates are subject to review and adjustment
following closing of the pending Transaction, in accordance with
Subpart 1300 of Regulation S-K adopted by the SEC, including to
meet required study levels, price assumptions, for future
divestments and acquisitions and other factors. No assurances can
be made that all historical Newcrest mineral reserves or mineral
resources will be recognized as Newmont mineral reserves or mineral
resources. Under Subpart 1300 of Regulation S-K, a registrant’s
disclosure of exploration results, mineral resources or mineral
reserves must be based on and accurately reflect information and
supporting documentation prepared by a qualified person. Newmont
has not been involved in the preparation of Newcrest’s historical
mining reserve or mining resource estimates. Accordingly, Newmont
assumes no responsibility for such estimates. Expectations
regarding future reserves and resource declarations should be
considered “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.
G.
Tier 1 Asset. Defined as +500k GEOs/year consolidated,
average AISC/oz in the lower half of the industry cost curve and a
mine life >10 years in countries that are classified in the A
and B rating ranges for each of Moody’s, S&P and Fitch.
H.
Gold equivalent ounces (GEOs). Calculated as pounds or
ounces produced multiplied by the ratio of the other metal’s price
to the gold price, using Gold ($1,400/oz.), Copper ($3.50/lb.),
Silver ($20/oz.), Lead ($1.00/lb.), and Zinc ($1.20/lb.)
pricing.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230514005059/en/
Media Contact Omar Jabara 720.212.9651
omar.jabara@newmont.com
Investor Contact Daniel Horton 303.837.5468
daniel.horton@newmont.com
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