NEM Newmont Corporation

Item 8.01 Other Events.

As previously announced, on September 5, 2019 Newmont Goldcorp Corporation, a Delaware corporation (the “Company”), launched and priced its public offering of 2.800% Senior Notes due 2029 (the “Notes”) in the principal amount of $700 million.

The sale of the Notes was registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3ASR (File No. 333-227483) previously filed with the Securities and Exchange Commission.

The aggregate net proceeds expected to be received by the Company from the sale of the Notes are estimated to be approximately $688 million, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of this offering for the repayment of the $626 million outstanding under the Company’s 5.125% senior notes due October 1, 2019 at maturity, and any remaining portion for general corporate purposes. The offering is expected to close on or about September 16, 2019 (the “Closing Date”), subject to the customary closing conditions.

The Notes will be issued pursuant to an Indenture, dated as of September 18, 2009 (the “Base Indenture”), among the Company, Newmont USA Limited (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by a Third Supplemental Indenture, to be dated as of the Closing Date (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and the Trustee.

The Notes are the Company’s unsecured obligations and will rank equally with the Company’s existing and future unsecured senior debt and senior to the Company’s future subordinated debt. The Notes will be guaranteed on a senior unsecured basis by the Guarantor. The guarantees for the Notes are unsecured and unsubordinated obligations of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness of the Guarantor that is currently outstanding or that it may issue in the future. The guarantees will be released if the Guarantor ceases to guarantee more than $75 million of other debt of the Company.

In connection with the offering, on September 5, 2019, the Company and the Guarantor entered into an underwriting agreement with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the sale of the Notes (the “Underwriting Agreement”). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1, and incorporated herein by reference.

Important Legal Information

This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement forming part of the registration statement, the Registration Statement or the base prospectus thereof.

An electronic copy of the prospectus supplement and accompanying base prospectus for the offering may be obtained at www.sec.gov.