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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Payment of Filing Fee (Check the appropriate box):
☐		No fee required.
☒		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
				Solely for purpose of calculating the filing fee, Goldcorp Inc. common shares (the “Goldcorp common shares”)
		(2)		Aggregate number of securities to which transaction applies:
				878,260,181 Goldcorp securities as of February 14, 2019, which consists of: (A) 867,551,731 Goldcorp common shares issued and outstanding; (B) options to purchase Goldcorp common shares (the “Goldcorp options”) providing for the issuance of up to 4,896,639 Goldcorp common shares upon the exercise thereof; (C) restricted stock units issued (the “Goldcorp RSUs”) that will result in the issuance of up to 3,212,294 Goldcorp common shares upon the vesting thereof, (D) 1,723,204 performance share units outstanding (the “Goldcorp PSUs”), and (E) 876,313 phantom restricted share units outstanding (the “Goldcorp phantom RSUs”).
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
				Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (A) 867,551,731 Goldcorp common shares, multiplied by $10.71, representing the average of the high and low prices reported on the New York Stock Exchange for such shares on February 14, 2019 (the “estimated share consideration”), (B) 4,896,639 Goldcorp common shares issuable upon the exercise of the Goldcorp options, multiplied by the estimated share consideration, (C) 3,212,294 Goldcorp common shares issuable upon the vesting of the Goldcorp RSUs, multiplied by the estimated share consideration, (D) 1,723,204 Goldcorp PSUs, multiplied by the estimated share consideration, (E) 876,313 Goldcorp phantom RSUs, multiplied by the estimated share consideration, plus (F) $17,351,034.62 in cash to be paid in the transaction.
		(4)		Proposed maximum aggregate value of transaction:
				$9,419,150,755.42
		(5)		Total fee paid:
				$1,141,601.07
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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Preliminary Proxy Statement

Subject to completion, dated February 21, 2019

, 2019

PROPOSED ARRANGEMENT—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders,

I am pleased to inform you that, Newmont Mining Corporation (“Newmont” or the “Company”) and Goldcorp Inc. (“Goldcorp”) have agreed to a strategic business combination transaction whereby Newmont will acquire all of the issued and outstanding Goldcorp common shares (the “arrangement”) and Goldcorp will become a wholly-owned subsidiary of Newmont. Upon completion of the arrangement, Goldcorp shareholders will receive 0.3280 of a share of Newmont common stock, par value $1.60 per share (“Newmont common stock”) and $0.02 in cash for each Goldcorp common share (collectively, the “consideration”) pursuant to an arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019, which was subsequently amended on February 19, 2019 (as amended, the “arrangement agreement”), in a transaction valued at approximately $10 billion as of the date of transaction announcement.

The arrangement will be implemented by way of a plan of arrangement (the “plan of arrangement”) in accordance with the Business Corporations Act (Ontario) (the “OBCA”) and is subject to approval by the Ontario Superior Court of Justice (Commercial List) (the “Court”) and the stockholders of Newmont and the shareholders of Goldcorp. Upon completion of the arrangement, it is expected that existing Goldcorp shareholders will own approximately 35% of the outstanding Newmont common stock.

We are sending you the accompanying proxy statement to cordially invite you to attend a special meeting of the stockholders of Newmont to be held on           , 2019, at           a.m. local time, at           , or to vote your shares by proxy, for the following purposes in connection with the arrangement:

●	to consider and vote on the proposal to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
●	to consider and vote on the proposal to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
●	subject to the provisions of the arrangement agreement, to consider and vote on the proposal to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

After careful consideration, the Newmont board of directors has determined that it is advisable and in the best interests of Newmont and its stockholders to consummate the arrangement pursuant to the plan of arrangement and as contemplated by the arrangement agreement, and unanimously recommends that you vote “FOR” each of the foregoing proposals.

The accompanying proxy statement provides you with information about the arrangement agreement, the plan of arrangement, the arrangement and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the arrangement agreement, which is attached as Annex A. Before deciding how to vote, you should consider the “Risk Factors” beginning on page 41 of the proxy statement. You may also obtain more information about Newmont from documents Newmont has filed with the Securities and Exchange Commission (the “SEC”) as described under “Where You Can Find More Information” beginning on page 125 of the proxy statement.

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Your vote is important.

The arrangement cannot be completed unless both the amendment proposal and the share issuance proposal are approved. Approval of the amendment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the record date for the special meeting. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the special meeting. Whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided, or by voting over the telephone or via the Internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals described above. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

I strongly support this combination of our companies and join with our board of directors in recommending that you vote in favor of each of the proposals described in this proxy statement.

Thank you for your continued support of Newmont.

	Very truly yours,
	Noreen Doyle Chair of the Board of Directors

Neither the SEC nor any state securities commission has approved or disapproved the arrangement, passed upon the merits or fairness of the arrangement agreement or the transactions contemplated in the arrangement agreement, including the arrangement, or passed upon the adequacy or accuracy of the information in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated           , 2019 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to stockholders of Newmont on or about           , 2019.

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Newmont Mining Corporation
6363 South Fiddler’s Green Circle
Greenwood Village, Colorado 80111
_________________________

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
_________________________

To Be Held On           , 2019

A special meeting of stockholders of Newmont Mining Corporation (“Newmont”) will be held at                      on           , 2019, at            a.m. local time, immediately preceding our annual meeting of stockholders (the “2019 annual meeting”) that will be held at            a.m. local time, unless adjourned or postponed to a later date, for the following purposes:

1.	to consider and vote on the proposal to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to consider and vote on the proposal to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”);
3.	subject to the provisions of the arrangement agreement, to consider and vote on the proposal to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal; and
4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The board of directors of Newmont unanimously recommends that you vote FOR all of the proposals described above.

The accompanying proxy statement provides you with information about the arrangement agreement, the plan of arrangement, the arrangement and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the arrangement agreement, which is attached as Annex A.

Record Date:           , 2019. Only stockholders of record as of the record date are entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting.

The proxy statement is dated           , 2019, and is first being mailed to our stockholders on or about           , 2019.

All stockholders are cordially invited to attend the special meeting in person. It is important that your shares be represented at the special meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or Internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the Internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs.

Your vote is important. The arrangement cannot be completed unless the amendment proposal and the share issuance proposal are approved. Approval of the amendment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the record date for the special meeting. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the special meeting. Whether or not you plan to attend the special meeting, please vote as soon as possible to ensure that your shares are represented and voted at the special meeting.

	By Order of the Board of Directors,
	Stephen P. Gottesfeld Executive Vice President and General Counsel
	, 2019

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IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE NEWMONT SPECIAL MEETING IN PERSON, NEWMONT URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Newmont special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

Newmont urges you to read the proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes carefully and in their entirety.

If you are a Newmont stockholder and have any questions concerning the arrangement or the proxy statement, would like additional copies of the proxy statement, need to obtain proxy cards or need help voting, please contact Newmont’s proxy solicitor:

1407 Broadway, 27th Floor
New York, New York 10018

(212) 929-5500
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

To receive timely delivery of requested documents in advance of the Newmont special meeting, you should make your request no later than           , 2019. You will not be charged for any of these documents that you request.

For additional information about documents incorporated by reference into this proxy statement, please see “Where You Can Find More Information” beginning on page 125 of this proxy statement.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		1
SUMMARY		8
The Companies		8
Special Meeting of Newmont Stockholders		9
The Arrangement		10
Newmont’s Reasons for the Arrangement		15
Recommendation of the Newmont Board of Directors		15
Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors		15
The Support and Voting Agreements		17
Board of Directors Following the Arrangement		17
Management Following the Arrangement		17
Interests of Newmont Directors and Executive Officers in the Transaction		18
Accounting Treatment		18
Regulatory Approvals		18
No Appraisal Rights		19
Help in Answering Questions		19
Selected Historical Consolidated Financial Data of Newmont		20
Selected Historical Consolidated Financial Data of Goldcorp		21
SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES		22
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		24
Notes to Unaudited Pro Forma Condensed Combined Financial Information		27
UNAUDITED PRO FORMA PER SHARE DATA		40
RISK FACTORS		41
Risks Relating to the Arrangement		41
Risk Factors on Completion of the Arrangement		43
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		49
THE SPECIAL MEETING		51
Date, Time and Place		51
Matters to Be Considered		51
Board Recommendation		51
Record Date; Outstanding Shares; Shares Entitled to Vote		51
Quorum		52
Security Ownership of Certain Beneficial Owners and Management		52
Required Vote		54
Voting by Proxy		55
How to Vote		55
Revoking Your Proxy		56
Voting in Person at the Special Meeting		56
Adjournments and Postponements		56
Independent Accountants		56
Householding		56
Inspector of Election; Tabulation of Votes		57
Solicitation of Proxies		57
Other Business		57
Assistance		57
THE ARRANGEMENT		58
Structure of the Transaction		58
Background of the Transaction		58
Newmont’s Reasons for the Arrangement		63
Recommendations of the Newmont Board of Directors		66
Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors		66
Summary of Certain Newmont Financial Projections		92

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Board of Directors Following the Arrangement		95
Management Following the Arrangement		95
Interests of Newmont Directors and Executive Officers in the Transaction		95
Repayment of Goldcorp Debt		96
Accounting Treatment		96
Federal Securities Laws Consequences; Stock Transfer Restrictions		96
Material United States Federal Income Tax Consequences of the Transaction		97
Court Approvals		97
Investment Canada Act Approval		98
Canadian Antitrust Approval		99
Other Regulatory Approvals		100
NYSE and TSX Listings		100
Fees, Costs and Expenses		100
NO APPRAISAL RIGHTS		101
INFORMATION ABOUT THE COMPANIES		102
Newmont Mining Corporation		102
Goldcorp Inc.		102
THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT		103
The Arrangement		103
Consideration Received Pursuant to the Arrangement		103
Dissenting Shares		105
Surrender of Shares		105
Lost Certificates		105
Cancellation of Rights after Six Years		105
Efforts to Obtain Required Goldcorp Shareholder Approval		106
Efforts to Obtain Required Newmont Stockholder Approval		106
Final Court Approval		106
Name Change and Corporate Governance		107
Representations and Warranties		107
Covenants		108
Conditions to Completion of the Arrangement		116
Termination of the Arrangement Agreement		117
Amendments, Extensions and Waivers		119
THE SUPPORT AND VOTING AGREEMENTS		120
PROPOSAL 1 INCREASE IN AUTHORIZED SHARES		121
Required Vote and Board of Directors’ Recommendation		121
PROPOSAL 2 ISSUANCE OF NEWMONT SHARES IN CONNECTION WITH THE TRANSACTION		122
Required Vote and Board of Directors’ Recommendation		122
PROPOSAL 3 ADJOURNMENT OF SPECIAL MEETING		123
Required Vote and Board of Directors’ Recommendation		123
OTHER MATTERS		124
Other Matters for Action at the Special Meeting		124
Future Newmont Stockholder Proposals and Nominations		124
WHERE YOU CAN FIND MORE INFORMATION		125
Where Stockholders Can Find More Information About Newmont		125
Where Stockholders Can Find More Information About Goldcorp		126
ANNEX A – ARRANGEMENT AGREEMENT		A-1
ANNEX B – FORM OF INTERIM ORDER		B-1
ANNEX C – FORM OF NEWMONT SUPPORT AND VOTING AGREEMENT		C-1
ANNEX D – FORM OF GOLDCORP SUPPORT AND VOTING AGREEMENT		D-1
ANNEX E – OPINION OF BMO CAPITAL MARKETS CORP.		E-1
ANNEX F – OPINION OF CITIGROUP GLOBAL MARKETS INC.		F-1
ANNEX G – OPINION OF GOLDMAN SACHS & CO. LLC		G-1
ANNEX H – RESTATED CERTIFICATE OF INCORPORATION		H-1

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are some questions that you, as a stockholder of Newmont, may have regarding the arrangement and the other matters being considered at the special meeting of Newmont stockholders, as well as answers to those questions. Newmont urges you to read this proxy statement carefully and in its entirety because the information in this section does not provide all of the information that might be important to you with respect to the arrangement. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

Q: Why am I receiving this proxy statement?

A: Newmont has agreed to acquire Goldcorp pursuant to the terms and conditions of the arrangement agreement and the plan of arrangement that are described in this proxy statement. If completed, the arrangement will result in Newmont acquiring all of the outstanding shares of Goldcorp in exchange for newly issued shares of Newmont common stock and cash provided by Newmont pursuant to the plan of arrangement. As a result, Goldcorp will become a wholly-owned subsidiary of Newmont. The arrangement will require shares of Newmont common stock representing approximately 53% of the current outstanding common stock of Newmont immediately prior to the consummation of the arrangement to be issued to former Goldcorp shareholders. Immediately after the completion of the arrangement, Goldcorp’s former shareholders will collectively own approximately 35% of the outstanding common stock of Newmont. A copy of the arrangement agreement is attached to this proxy statement as Annex A.

You are receiving this proxy statement because you have been identified as a holder of Newmont common stock. This proxy statement is being used to solicit proxies on behalf of the Newmont board of directors for the special meeting to obtain the required approval of Newmont stockholders. This proxy statement contains important information about the arrangement and related transactions and the special meeting, and you should read it carefully.

In order to complete the arrangement, Goldcorp must obtain a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) approving the arrangement and all other conditions to the arrangement must be satisfied or waived. Goldcorp will hold a separate special meeting of its shareholders to obtain the required approval of its shareholders.

Q: What will I receive under the arrangement?

A: Newmont stockholders will continue to own their existing shares of Newmont common stock after the arrangement. Immediately after the completion of the arrangement, Newmont’s existing stockholders will collectively own approximately 65% of the outstanding common stock of Newmont, and Goldcorp’s former shareholders will collectively own approximately 35% of the outstanding common stock of Newmont.

Q: When and where will Newmont hold its special meeting?

A: The special meeting will be held at            a.m. local time, immediately preceding the 2019 annual meeting, on           , 2019, unless adjourned or postponed to a later date, at                     , to consider and vote on each of the proposals described below. This proxy statement for the special meeting is first being mailed to Newmont stockholders on or about           , 2019.

Q: What will the Newmont stockholders be asked to vote on at the special meeting?

A: At the special meeting, Newmont stockholders will be asked to consider and vote on the following proposals:

1.	to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
3.	subject to the provisions of the arrangement agreement, to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

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Q: What will the Goldcorp shareholders be asked to vote on?

A: Goldcorp shareholders will not be asked to vote on any of the proposals to be considered and voted upon at the Newmont special meeting. Rather, pursuant to the arrangement agreement, the shareholders of Goldcorp will be asked to vote on the arrangement (the “Goldcorp resolution”) at Goldcorp’s shareholder meeting.

Newmont and Goldcorp have agreed to use commercially reasonable efforts to schedule their respective shareholder meetings on the same date, with the Goldcorp meeting to be held no later than April 11, 2019. Among other things, the closing of the arrangement is conditioned on the approval of the Goldcorp resolution by the affirmative vote of at least two-thirds of the votes cast on the Goldcorp resolution by Goldcorp shareholders present in person or represented by proxy and entitled to vote at the Goldcorp meeting.

Q: Who is eligible to vote at the special meeting?

A: Holders of Newmont common stock as of the close of business on           , 2019, the record date for the special meeting, are eligible to vote.

Q: How many votes do Newmont stockholders have?

A: Holders of Newmont’s common stock are entitled to cast one vote on each proposal properly brought before the special meeting for each share of Newmont common stock that such holder owned at the close of business on the record date.

Q: What constitutes a quorum for the special meeting?

A: The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” includes all shares of common stock entitled to vote at the special meeting. Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the special meeting. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the special meeting is considered “non-routine,” such organizations do not have discretion to vote on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to a proposal but not with respect to the other proposals, your shares will be considered present at the special meeting and be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal, but will not be voted with respect to the other proposals.

If a quorum is not present at the meeting, Newmont’s chair of the board of directors may adjourn the meeting to continue to solicit proxies.

Q: What vote by the Newmont stockholders is required to approve the amendment proposal?

A: Pursuant to Section 242 of the Delaware General Corporation Law, approval of the amendment proposal will require the affirmative vote of holders of a majority of the outstanding shares of Newmont common stock entitled to vote at the special meeting.

Q: What vote by the Newmont stockholders is required to approve the share issuance proposal?

A: Pursuant to Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), approval of the share issuance proposal will require the affirmative vote of, in person or by proxy, holders of a majority of the total votes cast with respect to the share issuance proposal.

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Q: Why is my vote important?

A: In order to complete the arrangement, Newmont stockholders must approve the amendment proposal and the share issuance proposal.

Q: Why am I being asked to consider and vote on the amendment proposal?

A: Approval of the amendment proposal is necessary for Newmont to have enough authorized shares of common stock to issue the Newmont common stock forming part of the consideration for the arrangement. The Newmont Certificate of Incorporation does not currently authorize a sufficient number of shares of common stock to satisfy the Newmont common stock consideration payable under the arrangement. Newmont is currently authorized to issue 750 million shares of common stock. As of the date of this proxy statement, 533 million shares of Newmont common stock were outstanding. Newmont must issue approximately 285 million shares of Newmont common stock to complete the arrangement. Authorizing additional shares of common stock is required to enable Newmont to have sufficient shares of common stock authorized for issuance in order to satisfy the consideration payable under the arrangement. Pursuant to Delaware law and the arrangement agreement, we are required to submit the amendment proposal to Newmont stockholders for approval.

Q: Why am I being asked to consider and vote on the share issuance proposal?

A: As Newmont common stock is listed for trading on the NYSE, issuances of shares of Newmont common stock are subject to the NYSE Listed Company Manual. Section 312.03(c) of the New York Stock Exchange Listed Company Manual requires stockholder approval prior to the issuance of common stock in any transaction if the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. The common stock to be issued to shareholders of Goldcorp as partial consideration for the arrangement will represent voting power in excess of 20% of the number of shares of Newmont’s common stock outstanding before the issuance. Therefore, under Section 312.03(c) of the New York Stock Exchange Listed Company Manual, stockholder approval of the share issuance proposal is required.

Q: Will the newly issued shares of Newmont common stock be traded on an exchange?

A: It is a condition to the completion of the arrangement that the shares of common stock of Newmont to be issued to Goldcorp shareholders in exchange for their common shares in the capital of Goldcorp (“Goldcorp common shares”) pursuant to the arrangement be approved for listing on the NYSE. Accordingly, Newmont has agreed to obtain listing approval from the NYSE for such consideration shares that will be issued under the arrangement. In addition, Newmont has agreed to use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the effective time of the shares of Newmont common stock issuable upon exercise of the Goldcorp options and exercise of the replacement RSUs issuable pursuant to the arrangement, subject to official notice of issuance.

Newmont will apply to list the shares of the combined company following completion of the arrangement on the Toronto Stock Exchange (“TSX”) under the trading symbol “NGT.”

Q: What are Newmont’s reasons for proposing the arrangement and entering into the arrangement agreement?

A: The Newmont board of directors concluded that the arrangement provides significant potential benefits to Newmont, including, among other things, the creation of the world’s leading gold company, the opportunity to participate in new growth prospects, the diversification of the asset portfolio of the combined company in favorable geographies, and that the arrangement will be immediately accretive to Newmont’s net asset value per share and cash flow per share, that outweigh the uncertainties, risks and potentially negative factors relevant to the arrangement. For a more detailed discussion of the reasoning of the Newmont board of directors, see “The Arrangement—Newmont’s Reasons for the Arrangement” beginning on page 63 of this proxy statement and “The Arrangement—Recommendations of the Newmont Board of Directors” beginning on page 66 of this proxy statement.

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Q: What is an arrangement?

A: An arrangement is a statutory procedure under Canadian corporate law that allows companies to carry out transactions upon receiving shareholder and court approval that then becomes binding on all other shareholders by operation of law. The arrangement that is being proposed by Goldcorp, a company incorporated under the laws of Ontario, will allow Newmont to acquire all of the outstanding Goldcorp common shares pursuant to a plan of arrangement being conducted under the Business Corporations Act (Ontario).

Q: How does the Newmont board of directors recommend that I vote?

A: The Newmont board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered and voted upon at the special meeting.

Q: What do I need to do now?

A: Please read this proxy statement carefully, including its annexes, to consider how the arrangement affects you. After you read this proxy statement, you should complete, sign and date your proxy card and mail it in the enclosed return envelope or submit your proxy over the telephone or over the Internet as soon as possible so that your shares can be voted at the special meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals being considered and voted upon at the special meeting. If your shares are held in “street name” by your broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee. Your broker, bank or other nominee will vote your shares only if you provide instructions on how you would like your shares to be voted.

Q: How do I vote?

A: If you are a stockholder of record, you may vote in any of the following ways:

●	To vote in person, come to the special meeting and you will be able to vote by ballot. To ensure that your shares are voted at the special meeting, the Newmont board of directors recommends that you submit a proxy even if you plan to attend the special meeting.
●	To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to Newmont before the special meeting, Newmont will vote your shares as you direct.
●	To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (eastern U.S. time) on           , 2019 to be counted.
●	To vote over the Internet, go to the web address located on the enclosed proxy card to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (eastern U.S. time) on           , 2019 to be counted.

If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from Newmont. Your broker, bank or other nominee will vote your shares only if you provide instructions to that organization on how to vote. You should provide your broker, bank or other nominee with instructions regarding how to vote your shares by following the enclosed procedures provided by that organization. Your shares will not be voted with respect to any proposal for which you fail to provide instructions, which will have no effect on the approval of the proposals.

A control number, located on your proxy card or voting instruction form, is designed to verify your identity and allow you to vote your shares of Newmont common stock, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone.

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Q: What does it mean if I receive more than one set of materials?

A: This means you own shares of Newmont common stock that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker, bank or other nominee. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return each of the proxy cards and voting instruction forms that you receive, or vote all of your shares over the telephone or over the Internet in accordance with the instructions above in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope and control number(s). If you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card or voting instruction form, and if you vote by telephone or via the Internet, please follow the enclosed instructions and use your control number(s).

Q: What happens if I sell my shares of common stock before the special meeting?

A: The record date for stockholders entitled to vote at the special meeting is earlier than the date of the special meeting. If you transfer your shares of Newmont common stock after the record date, but before the date of the special meeting, you will retain your right to vote at the special meeting unless special arrangements are made between you and the person to whom you transfer your shares. If you sold your shares after the record date you are encouraged to still vote the shares you owned on the record date.

Q: May I vote in person?

A: If you are the stockholder of record of shares of Newmont common stock, you have the right to vote in person at the special meeting with respect to those shares. If you are the beneficial owner of shares of Newmont common stock, you are invited to attend the special meeting but, since you are not the stockholder of record, you may not vote these shares in person at the special meeting, unless you obtain a document called a “legal proxy” from your broker, bank or other nominee giving you the right to vote the shares at the special meeting. Even if you plan to attend the special meeting as a stockholder of record, Newmont recommends that you also submit your proxy card or voting instructions as described above under “How do I vote?” so that your vote will be counted if you later decide not to attend the special meeting.

Q: How can I change or revoke my vote?

A: You have the right to revoke a proxy delivered by mail, by telephone, or over the Internet at any time before it is exercised by voting again at a later date through any of the methods available to you, by delivering written notice of revocation to Newmont’s Corporate Secretary by the time the special meeting begins, or by attending the special meeting and voting in person.

Q: Am I entitled to appraisal rights?

A: No. Under Delaware law, holders of shares of Newmont common stock are not entitled to appraisal rights in connection with the arrangement or any of the matters to be acted on at the special meeting.

Q: Is completion of the arrangement subject to any conditions?

A: Yes. Newmont and Goldcorp are not required to complete the arrangement unless a number of conditions are satisfied or waived, including receipt of the required approvals from the Newmont stockholders, Goldcorp shareholders and the Court. See “The Arrangement Agreement and the Plan of Arrangement—Conditions to Completion of the Arrangement” beginning on page 116 of this proxy statement for a more complete summary of the conditions that must be satisfied or waived prior to completion of the arrangement.

Q: Are the proposals conditioned upon one another?

A: Yes. The amendment proposal and the share issuance proposal are conditioned upon each other. Adoption by our stockholders of both the amendment proposal and the share issuance proposal are conditions to the closing of the arrangement. Accordingly, if either the amendment proposal or the share issuance proposal are not approved, a condition to the closing of the arrangement will not be satisfied and the arrangement will not be completed.

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The adjournment proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement and is not a condition to the closing of the arrangement.

Q: What happens if the arrangement is terminated?

A: If the arrangement is terminated Goldcorp will not be combined with Newmont and the two companies will continue to operate as separate entities as they did before. The arrangement agreement contains certain termination rights for both Goldcorp and Newmont, including where (i) the arrangement is not consummated on or before July 31, 2019 (subject to extensions of up to 60 days in the aggregate to obtain key regulatory approvals), (ii) a law or order comes into effect prohibiting consummation of the arrangement and such law or order has become final and non-appealable or (iii) the Goldcorp shareholder approval of the arrangement or the Newmont stockholder approval of the stockholder approval and the share issuance is not obtained at the relevant meeting held for such purpose. Additionally, each of Newmont and Goldcorp has a separate termination right in certain circumstances, including if (i) the board of directors of the other party changes its recommendation, (ii) the other party materially breaches its no solicitation restrictions, (iii) there is or has been a material adverse effect on the other party, (iv) the other party materially breaches its representations, warranties or covenants resulting in certain conditions to the arrangement not to be fulfilled, which are incapable of being satisfied by July 31, 2019 as such date may be extended in accordance with the arrangement agreement), or (v) its own board of directors changes its recommendation in accordance with the terms of the arrangement agreement and, at the time of termination of the arrangement, either (a) the meeting of Newmont stockholders is scheduled for a date that is later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders has not been scheduled.

The arrangement agreement further provides that, upon termination of the arrangement agreement under certain circumstances, Goldcorp will be required to pay to Newmont a termination payment of $350 million in connection with such termination, or Newmont will be required to pay to Goldcorp a termination payment of $650 million in connection with such termination. See “The Arrangement Agreement and the Plan of Arrangement—Termination of the Arrangement Agreement” beginning on page 117 of this proxy statement for a more complete summary of the termination provisions under the arrangement agreement.

Q: When does Newmont expect the arrangement to become effective?

A: The arrangement is expected to close by the end of the second quarter of 2019. Closing is conditional on Goldcorp shareholders approving the arrangement resolution and the satisfaction of other closing conditions including the approval of Newmont stockholders of the amendment proposal and the share issuance proposal and certain regulatory approvals. See “The Arrangement Agreement and the Plan of Arrangement—Conditions to Completion of the Arrangement” beginning on page 116 of this proxy statement.

Q: What will happen if the arrangement is completed?

A: If the arrangement is completed, Newmont will acquire all of the Goldcorp common shares and Goldcorp will become a wholly-owned subsidiary of Newmont. Newmont intends to have the Goldcorp common shares delisted from the TSX and the NYSE as promptly as possible following completion of the arrangement. In addition, it is expected that Newmont will, subject to applicable law, apply to have Goldcorp cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate its reporting obligations in Canada and the United States following completion of the arrangement.

Q: Who will be the directors and executive officers of the combined company following the arrangement?

A: Newmont has covenanted with Goldcorp that it will take all actions necessary to ensure that, as of the effective time of the arrangement, two-thirds of the members of the Newmont board of directors will be existing members of the Newmont board of directors and one-third of the members of the Newmont board of directors will be existing members of the Goldcorp board of directors. See “The Arrangement—Board of Directors Following the Arrangement” beginning on page 95 of this proxy statement.

As part of a planned and orderly leadership succession process, Gary Goldberg, Newmont’s Chief Executive Officer, and the Newmont board of directors have been engaged in discussions anticipating a chief executive officer succession in early 2019. To ensure a smooth and successful combination, Mr. Goldberg has agreed to lead the combined company through closure of the transaction and integration of the two companies. Newmont expects this process to be substantially completed in the fourth quarter of 2019, when Mr. Goldberg plans to retire and

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Thomas Palmer, Newmont’s President and Chief Operating Officer, will become President and Chief Executive Officer of the combined company. In addition, Rob Atkinson will be appointed to the role of Executive Vice President and Chief Operating Officer of Newmont, effective June 1, 2019. Nancy Buese is expected to continue in the role of Executive Vice President and Chief Financial Officer and Randy Engel is expected to continue in the role of Executive Vice President, Strategic Development. For additional information, see “The Arrangement—Board of Directors Following the Arrangement” and “The Arrangement—Management Following the Arrangement” beginning on page 95 of this proxy statement.

Q: Are there any risks I should consider in connection with the arrangement?

A: Yes. There are a number of risk factors relating to Newmont’s business and operations, the arrangement and the combined company’s business and operations, all of which should be carefully considered. See “Risk Factors” beginning on page 41 of this proxy statement.

Q: Is this the Company’s annual meeting? Will I be voting on the election of directors at the special meeting?

A: No. This is not the annual meeting and you will not be asked to elect directors at the special meeting. The annual meeting will take place on           , 2019 at           a.m. local time, immediately following the special meeting. If you are a stockholder of record as of           , 2019, you will receive two separate proxy cards, one for the annual meeting and one for the special meeting. It is very important that you return both proxy cards to ensure that your vote is represented at both the annual meeting and the special meeting. A proxy statement for the annual meeting will be provided separate from the proxy statement for the special meeting. Please refer to those separate materials for more information about the annual meeting and to vote on the election of directors.

Q: Who is paying for this proxy solicitation?

A: Newmont pays the costs of soliciting proxies. We have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies. We will pay MacKenzie Partners, Inc. $60,000 plus out-of-pocket expenses for its assistance. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

Q: Is this proxy statement the only way that proxies are being solicited?

A: In addition to mailing these proxy materials, certain directors, officers or employees of Newmont may solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so.

Q: Who can help answer my questions?

A: The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes. If you would like additional copies of this proxy statement, without charge, or if you have questions about the arrangement, including the procedures for voting your shares, you should contact MacKenzie Partners, Inc., Newmont’s proxy solicitation agent. The address of MacKenzie Partners, Inc. is 1407 Broadway, 27th Floor, New York, New York 10018. You can call MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at (212) 929-5500.

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the arrangement, the arrangement agreement or other matters discussed in this proxy statement.

You may also obtain additional information about Newmont from the documents we file with the SEC, or by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

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SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES

The financial information of Goldcorp incorporated by reference into this proxy statement has been prepared and presented in accordance with International Financial Reporting Standards (as promulgated by the International Accounting Standards Board) (“IFRS”). Certain differences exist between IFRS and U.S. GAAP, which might be material to the financial information incorporated by reference into this proxy statement.

The principal differences between U.S. GAAP and IFRS which might be material in the preparation of Goldcorp’s consolidated financial statements are described below. The following summary does not include all differences that exist between IFRS and U.S. GAAP and is not intended to provide a comprehensive listing of all such differences specifically related to Newmont, Goldcorp or the industry in which Newmont and Goldcorp operate.

The differences described below reflect only those differences in accounting policies in force at the time of the preparation of the historical financial information of Goldcorp. There has been no attempt to identify future differences between IFRS and U.S. GAAP as the result of prescribed changes in accounting standards, transactions or events that may occur in the future.

Impairment of Long-Lived Assets

Under both U.S. GAAP and IFRS, long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired. Under U.S. GAAP, the asset group is first tested for recoverability by determining if its carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined to not be recoverable, an impairment expense is recorded for the excess of the asset group’s carrying amount over its fair value. Further, future reversal of a previously recognized impairment loss is prohibited.

Under IFRS, when an impairment indicator is determined to exist, an impairment expense is recorded for the excess of the cash generating unit carrying amount over the greater of its fair value less costs of disposal and its value in use. Impairment expense previously recorded is reversible in subsequent periods under certain conditions.

Mine Development and Stripping Costs

Under U.S. GAAP, mine development costs and costs of removing overburden and waste materials to access the ore body prior to the production phase, referred to as pre-stripping costs, are capitalized once mineralization is classified as proven and probable reserves. Stripping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory and are recognized in costs applicable to sales in the same period as the revenue from the sale of inventory. Under IFRS, mine development costs and pre-stripping costs incurred prior to the production stage of a mining property are capitalized before mineralization is classified as proven and probable reserves. In addition, certain stripping costs continue to be capitalized after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

Depreciation & Amortization

Under U.S. GAAP, certain mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, certain mine development costs are also amortized using the units-of-production method, but based on estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of asset retirement obligation is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

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Under IFRS, initial recognition of reclamation and remediation liability is generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

Joint Arrangements

Under U.S. GAAP, a joint venture is defined as an entity whose operations and activities are jointly controlled by its equity investors. Joint ventures are accounted for using the equity method of accounting. Proportionate consolidation is used in the oil and gas and mining and extractive industries, when working interest owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

IFRS addresses two types of joint arrangements: (1) joint operations and (2) joint ventures, both distinguished by the rights and obligations of the parties involved. In a joint operation, an entity has rights to the underlying assets and obligations for the liabilities of the arrangement and recognizes its share of the assets, liabilities, revenues, and expenses arising from its interest. In a joint venture, the equity method of accounting is used and requires the use of a separate legal entity. Unlike U.S. GAAP, the existence of a separate legal entity is not sufficient evidence to conclude that an arrangement is a joint venture.

Income Taxes

Under U.S. GAAP, deferred taxes are recognized for temporary differences arising from the initial recognition of assets acquired or liabilities assumed. Under IFRS, deferred income taxes are not recognized for temporary differences arising from the initial recognition of an asset or liability in a transaction that (i) is not a business combination, and (ii) affects neither accounting nor taxable profit.

U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates.

Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

Pre-production Sales

Under U.S. GAAP, proceeds from the sale of pre-production metal produced during commissioning of a processing facility are credited to other income, net of operating costs. However, sales of metal produced during the development phase of a mine where there is already an existing processing facility are recorded within sales and costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) has been prepared based on the historical audited consolidated financial statements of Newmont and Goldcorp, and is intended to provide you with information about how the arrangement might have affected Newmont’s historical financial statements. The unaudited pro forma condensed combined statement of operations (“unaudited pro forma statement of operations”) for the year ended December 31, 2018, combines the historical audited consolidated statement of operations of Newmont for the corresponding period, with the respective historical audited consolidated statement of earnings of Goldcorp, as derived from audited consolidated financial statements as indicated below, as if the arrangement had occurred on January 1, 2018. The unaudited pro forma condensed combined balance sheet (“unaudited pro forma balance sheet”) as of December 31, 2018, combines the historical audited consolidated balance sheet of Newmont, and the historical audited consolidated balance sheet of Goldcorp as of December 31, 2018, derived from audited consolidated financial statements as indicated below, as if the arrangement had occurred on December 31, 2018.

The unaudited pro forma financial information have been developed from and should be read in conjunction with:

●	the accompanying notes to the unaudited pro forma financial information;
●	the historical audited consolidated financial statements of Newmont for the year ended December 31, 2018, included in Newmont’s Annual Report on Form 10-K, filed with the SEC on February 21, 2019;
●	the historical audited consolidated financial statements of Goldcorp for the year ended December 31, 2018, as filed in Goldcorp’s Current Report on Form 6-K, furnished to the SEC on February 14, 2019; and
●	other information relating to Newmont and Goldcorp contained in or incorporated by reference into this document. See sections titled “Where can you find more information” beginning on page 125 of this proxy statement.

The unaudited pro forma financial information is presented using the acquisition method of accounting, with Newmont as the acquirer of Goldcorp. See section entitled “The Arrangement—Accounting Treatment” beginning on page 96 of this proxy statement. Under the acquisition method of accounting, the purchase price is allocated to the underlying Goldcorp tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.

The unaudited pro forma combined financial information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC and is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The pro forma financial information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the arrangement, which are described in the section entitled “The Arrangement—Newmont’s Reasons for the Arrangement” beginning on page 63 of this proxy statement, and, accordingly, do not attempt to predict or suggest future results.

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Newmont Mining Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2018

																						Purchase
																						Accounting
								Reclassified						IFRS to								and Other
		Historical						Historical						U.S. GAAP								Pro Forma								Pro
								Goldcorp						Adjustments								Adjustments								Forma
in millions (USD), except per share		Newmont						(Note 2)						(Note 3)						(Note)		(Note 4)						(Note)		Combined				(Note)
Sales			$	7,253					$	3,032					$	(53	)			3(i)(j)			$	82				4(e)		$	10,314
Costs and expenses:
Costs applicable to sales				4,093						1,769						(49	)			3(b)(i)				—							5,813
Depreciation and amortization				1,215						983						140				3(c)(j)				(300	)			4(b)			2,038
Reclamation and remediation				163						47						—								7				4(c)			217
Exploration				197						43						—								—							240
Advanced projects, research and development				153						43						—								—							196
General and administrative				244						131						—								—							375
Impairment of long-lived assets				369						4,727						(787	)			3(a)				—							4,309
Other expense, net				29						—						—								—							29
				6,463						7,743						(696	)							(293	)						13,217
Other income (expense):
Other income, net				155						(10	)					(106	)			3(g)				—							39
Interest expense, net of capitalized interest				(207	)					(123	)					—								35				4(a)(f)			(295	)
				(52	)					(133	)					(106	)							35							(256	)
Income (loss) before income and mining tax and other items				738						(4,844	)					537								410							(3,159	)
Income and mining tax benefit (expense)				(386	)					612						145				3(a)(b) (c)(f)				(140	)			4(g)			231
Equity income (loss) of affiliates				(33	)					83						(10	)			3(b)				12				4(b)			52
Net income (loss) from continuing operations				319						(4,149	)					672								282							(2,876	)
Net loss (income) from continuing operations attributable to noncontrolling interests				(39	)					—						—								—							(39	)
Net income (loss) from continuing operations attributable to Newmont stockholders			$	280					$	(4,149	)				$	672							$	282						$	(2,915	)
Basic earnings per common share attributable to Newmont stockholders			$	0.53																										$	(3.57	)		4(j)
Diluted earnings per common share attributable to Newmont stockholders			$	0.53																										$	(3.57	)		4(j)

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Newmont Mining Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2018

																				Purchase
																				Accounting
							Reclassified					IFRS to								and other
		Historical					Historical					U.S. GAAP								Pro Forma								Pro
							Goldcorp					Adjustments								Adjustments								Forma
in millions (USD)		Newmont					(Note 2)					(Note 3)						(Note)		(Note 4)						(Note)		Combined
ASSETS
Cash and cash equivalents		$	3,397				$	134					$	—							$	(897	)			4(a)			$	2,634
Trade receivables			254					91						—								—								345
Other accounts receivables			92					—						—								—								92
Investments			48					38						—								—								86
Inventories			630					423						—								—								1,053
Stockpiles and ore on leach pads			697					68						—								—								765
Other current assets			159					303						—								—								462
Current assets			5,277					1,057						—								(897	)							5,437
																		3(a)(b)(c)
Property, plant and mine development, net			12,258					12,910						1,098				(e)(f)(h)(j)				(2,518	)			4(b)				23,748
Investments			271					2,822						636				3(b)(e)(h)				(149	)			4(b)				3,580
Goodwill			—					—						—								1,254				4(i)				1,254
Stockpiles and ore on leach pads			1,866					—						—								—								1,866
Deferred income tax assets			401					22						477				3(f)				(242	)			4(g)				658
Other non-current assets			642					156						(83	)			3(e)				—								715
Total assets		$	20,715				$	16,967					$	2,128							$	(2,552	)						$	37,258
LIABILITIES
Debt		$	626				$	400					$	—							$	(400	)			4(a)			$	626
Accounts payable			303					275						(5	)			3(e)				—								573
Employee-related benefits			305					93						—								—								398
Income and mining taxes payable			71					113						—								—								184
Lease and other financing obligations			27					7						—								—								34
																										4(c)
Other current liabilities			455					321						—								210				(d)(e)				986
Current liabilities			1,787					1,209						(5	)							(190	)							2,801
Debt			3,418					2,467						—								(473	)			4(a)(f)				5,412
Reclamation and remediation liabilities			2,481					581						(2	)			3(d)(e)				12				4(c)				3,072
Deferred income tax liabilities			612					2,289						(517	)			3(f)				47				4(e)(g)				2,431
Employee-related benefits			401					16						—								—								417
Lease and other financing obligations			190					230						—								43				4(f)				463
Other non-current liabilities			314					300						785				3(j)				381				4(c)(e)				1,780
Total liabilities			9,203					7,092						261								(180	)							16,376
Contingently redeemable noncontrolling interest			47					—						—								—								47
EQUITY
Common stock — $1.60 par value			855					—						—								455				4(h)				1,310
Authorized — 1,280 million shares
Outstanding shares - 820 million shares
Treasury stock — 2 million shares			(70	)				—						—								—								(70	)
Additional paid-in capital			9,618					18,248						—								(9,223	)			4(h)				18,643
Accumulated other comprehensive income (loss)			(284	)				(128	)					247				3(g)(k)				(119	)			4(h)				(284	)
Retained earnings			383					(8,245	)					1,620								6,515				4(h)				273
Stockholders’ equity			10,502					9,875						1,867								(2,372	)							19,872
Noncontrolling interests			963					—						—								—								963
Total equity			11,465					9,875						1,867								(2,372	)							20,835
Total liabilities and equity		$	20,715				$	16,967					$	2,128							$	(2,552	)						$	37,258

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The accompanying unaudited pro forma financial information presents the unaudited pro forma statement of operations and unaudited pro forma balance sheet of Newmont based on the historical audited consolidated financial statements of Newmont and Goldcorp after giving effect to the arrangement, and pro forma adjustments as described in these notes. Pro forma adjustments are included only to the extent they are (i) directly attributable to the arrangement, (ii) factually supportable, and (iii) with respect to the statement of operations only, expected to have a continuing impact on the combined results. The unaudited pro forma statements of operations do not reflect non-recurring expenses directly attributable to the arrangement, including fees to banks, attorneys, accountants and other professional advisors, and other transaction-related costs. However, the impacts of such expenses incurred subsequent to the balance sheet date are reflected in the unaudited pro forma balance sheet as accrued liabilities. This amount does not include estimates for fees that are not readily determinable or factually supportable. The unaudited pro forma statement of operations and the unaudited pro forma balance sheet give effect to the arrangement as if it had occurred on January 1, 2018, and December 31, 2018, respectively.

The historical audited consolidated financial statements of Newmont are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are shown in U.S. dollars. The historical audited consolidated financial statements of Goldcorp are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and are shown in U.S. dollars.

The arrangement will be accounted for using the acquisition method of accounting, which requires an allocation of the purchase price to the net assets acquired and liabilities assumed, based on their fair values as of the date of the arrangement. As of the date of this proxy statement, Newmont has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Goldcorp’s assets to be acquired and liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to convert Goldcorp’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and conform Goldcorp’s accounting policies to Newmont’s accounting policies. A final determination of the fair value of Goldcorp’s assets and liabilities, including property, plant and mine development, will be based on the actual property, plant and mine development of Goldcorp that exist as of the closing date of the arrangement and, therefore, cannot be made prior to the arrangement date. In addition, the value of the consideration to be paid by Newmont upon the consummation of the arrangement will be determined based on the closing price of Newmont’s common stock on the arrangement date. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information presented herein. Newmont has estimated the fair value of Goldcorp’s assets and liabilities based on discussions with Goldcorp’s management, preliminary valuation studies, due diligence and information presented in Goldcorp’s filings with the SEC. Until the arrangement is completed, both companies are limited in their ability to share certain information. Upon completion of the arrangement, a final determination of fair value of Goldcorp’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma balance sheet and unaudited pro forma statements of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

Purchase Consideration

The total preliminary estimated purchase price of approximately $9,497 million was determined as of February 15, 2019 based on Goldcorp’s issued and outstanding common shares and equity awards outstanding under Goldcorp’s incentive compensation plans that will be exchanged or ultimately be paid out in cash on or after the closing of the arrangement. The number of shares of Newmont common stock to be issued is based on the number of Goldcorp common shares outstanding multiplied by the 0.3280 exchange ratio, adjusted for fractional shares. The aggregate purchase price for unaudited pro forma financial information purposes will be based on the actual closing price per share of Newmont common stock on the closing date, which could differ materially from the assumed value disclosed in the notes to the unaudited pro forma financial information. For purposes of the unaudited pro forma

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financial information, such common stock and equity awards are assumed to remain outstanding as of the closing date of the arrangement. Further, no effect has been given to any other new Goldcorp common shares or other equity awards that may be issued or granted subsequent to the date of this proxy statement and before the closing date of the arrangement. In all cases in which Newmont’s closing stock price is a determining factor in arriving at the final purchase consideration, the stock price assumed for the total preliminary purchase price is the closing price of Newmont’s common stock on February 15, 2019 ($33.24 per share), the most recent date practicable in the preparation of this proxy statement. A hypothetical 15% change in Newmont’s closing stock price as of February 15, 2019, would have an approximate $1,421 million impact on the purchase price, which would result in $1,421 additional goodwill or a $167 million reduction in fair value of tangible assets and a potential gain from bargain purchase.

				Per			Purchase
(in millions, except share and per share data)		Shares		Share			Consideration
Stock Consideration
Shares of Newmont exchanged for Goldcorp outstanding common shares(1)		284,556,968		$	33.24			$	9,459
Share awards and options allocated to purchase consideration(2)									21
		284,556,968						$	9,480
Cash Consideration
Cash consideration payable for each Goldcorp outstanding common shares(3)		867,551,731		$	0.02			$	17
								$	17
Total Preliminary Purchase Price								$	9,497

(1)	Assumes that 285 million shares of Newmont common stock will be exchanged for 868 million shares of issued and outstanding Goldcorp common shares as of February 15, 2019. Goldcorp shareholders will receive 0.3280 of a share of Newmont common stock, par value $1.60 per share and $0.02 in cash for each share of Goldcorp common shares.
(2)	Assumes that the fair value of Goldcorp unvested share awards, which include 3.2 million restricted share units (“RSUs”), 0.9 million phantom RSUs and 1.7 million performance share units (“PSUs”) outstanding as of February 15, 2019, will either be exchanged for Newmont replacement RSUs or become payable in cash on the vesting date (PSUs or phantom RSUs) on the basis of the Equity Award Exchange Ratio (as defined in the arrangement agreement), a portion of which is allocated to purchase consideration based on pre-combination services provided. In addition, includes $6 million towards the fair value of 4.9 million options (the “Goldcorp options”) outstanding on February 15, 2019 that will remain outstanding on their existing terms and become exercisable for Newmont common shares on the basis of the Equity Award Exchange Ratio, all of which is allocated to purchase consideration. The fair value of the Goldcorp options is valued using the “Black Scholes” valuation model using industry standard practice and certain inputs specified in the plan of arrangement.
(3)	Assumes that $17 million in total cash consideration will be paid representing $0.02 per each of the 868 million issued and outstanding Goldcorp common shares as of February 15, 2019.

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Preliminary Purchase Price Allocation

The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed for purposes of the unaudited pro forma financial information as if the arrangement occurred on December 31, 2018:

	(in millions)
Preliminary purchase price allocation
Cash and cash equivalents		$	134
Trade receivables			91
Investments			228
Equity method investments			3,119
Inventories			423
Stockpiles and ore on leach pads			68
Property, plant & mine development			11,490
Goodwill			1,254
Deferred income tax assets			257
Other assets			376
Total Assets		$	17,440
Debt		$	2,874
Accounts payable			270
Employee-related benefits			109
Income and mining taxes payable			204
Lease and other financing obligations			280
Reclamation and remediation liabilities			675
Deferred income tax liabilities			1,819
Other liabilities			1,712
Total liabilities		$	7,943
Total Preliminary Purchase Price		$	9,497

The Goodwill balance is primarily attributed to the assembled workforce, operating synergies anticipated upon the integration of the operations of Newmont and Goldcorp, and potential strategic and financial benefits that include, the gold sector’s largest reserve and resource base, the benefits of additional revenue from other products such as silver, zinc, and copper, and the financial flexibility to execute capital priorities.

2. Goldcorp Historical Financial Statements

Goldcorp historical balances were derived from Goldcorp’s historical audited consolidated financial statements as described above and are presented under IFRS and are in U.S. dollars. The historical balances reflect certain reclassifications of Goldcorp’s consolidated statement of (loss) earnings and consolidated balance sheet categories to conform to Newmont’s presentation in its consolidated statement of operations and consolidated balance sheet. Further review may identify additional reclassifications that could have a material impact on the unaudited pro forma financial information of the combined company. The reclassifications identified and presented in the unaudited pro forma financial information are based on discussions with Goldcorp’s management, due diligence and information presented in Goldcorp’s filings with the SEC. Until the arrangement is completed, both companies are limited in their ability to share certain information. As of the date of this proxy statement, Newmont is not aware of any additional reclassifications that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma adjustments.

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The reclassifications are summarized below:

Goldcorp Financial Statement Line		Goldcorp Historical Amount						Reclassifications						Goldcorp Historical Reclassified Amount						Newmont Financial Statement Line
(in millions)
Income Statement for the year ended December 31, 2018
Revenues			$	3,032					$	—					$	3,032				Sales
Mine operating costs — Production costs				(1,794	)					25						(1,769	)			Costs applicable to sales
Mine operating costs — Depreciation and depletion				(983	)					—						(983	)			Depreciation and amortization
				—						(47	)					(47	)			Reclamation and remediation
Exploration, evaluation and project costs				(86	)					43						(43	)			Exploration
				—						(43	)					(43	)			Advanced projects, research and development
Share of net earnings related to associates and joint venture				83						—						83				Equity income (loss) of affiliates
Impairment of mining interest, net				(4,727	)					—						(4,727	)			Impairment of long-lived assets
Corporate administration				(131	)					—						(131	)			General and administrative
Finance costs				(145	)					22						(123	)			Interest expense, net of capitalized interest
Other (expense) income, net				(10	)					—						(10	)			Other income, net
Income tax recovery				612						—						612				Income and mining tax benefit
Net loss from continuing operations			$	(4,149	)				$	—					$	(4,149	)
Balance Sheet as of December 31, 2018
Assets																				Assets
Current: Cash and cash equivalents			$	134					$	—					$	134				Current: Cash and cash equivalents
Current: Short-term investments				38						—						38				Current: Investments
Current: Accounts receivable				91						—						91				Current: Trade receivables
Current: Inventories				491						(68	)					423				Current: Inventories
				—						68						68				Current: Stockpiles and ore on leach pads
Current: Sales and indirect taxes recoverable				228						—						228				Current: Other current assets
Current: Income taxes receivable				36						—						36				Current: Other current assets
Current: Other				39						—						39				Current: Other current assets
Mining interests — owned by subsidiaries and joint operation				12,910						—						12,910				Property, plant and mine development, net
Mining interests — Investments in associates and joint venture				2,632						—						2,632				Investments
Equity securities				190						—						190				Investments
Deferred income taxes				22						—						22				Deferred income tax assets
Other (non-current)				156						—						156				Other non-current assets
			$	16,967					$	—					$	16,967

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Goldcorp Financial Statement Line		Goldcorp Historical Amount						Reclassifications						Goldcorp Historical Reclassified Amount						Newmont Financial Statement Line
(in millions)
Liabilities																				Liabilities
Current: Accounts payable and accrued liabilities			$	596					$	(321	)				$	275				Current: Accounts payable
Current: Debt				400						—						400				Current: Debt
				—						93						93				Current: Employee-related benefits
Current: Income taxes payable				113						—						113				Current: Income and mining taxes payable
				—						7						7				Current: Lease and other financing obligations
Current: Provisions and other				100						221						321				Current: Other current liabilities
Deferred income taxes				2,289						—						2,289				Deferred income tax liabilities
				—						581						581				Reclamation and remediation liabilities
Debt				2,467						—						2,467				Debt
				—						16						16				Employee-related benefits
Deferred payment obligation				163						—						163				Other non-current liabilities
Finance lease obligations				230						—						230				Lease and other financing obligations (non-current)
Provisions				619						(590	)					29				Other non-current liabilities
Income taxes payable (non-current)				60						—						60				Other non-current liabilities
Other (non-current)				55						(7	)					48				Other non-current liabilities
				7,092						—						7,092
Shareholders’ equity																				Shareholders’ equity
Common shares, stock options and restricted share units				18,248						(18,248	)					—				Common stock
				—						18,248						18,248				Additional paid-in capital
Accumulated other comprehensive loss				(128	)					—						(128	)			Accumulated other comprehensive loss
Deficit				(8,245	)					—						(8,245	)			Retained earnings
			$	16,967					$	—					$	16,967

3. IFRS to U.S. GAAP Adjustments

IFRS differs in certain material respects from U.S. GAAP. The following material adjustments have been made to reflect Goldcorp’s historical audited consolidated statement of earnings and consolidated balance sheet on a U.S. GAAP basis for purposes of unaudited pro forma financial information. In addition, the material adjustments have been made to align Goldcorp’s historical significant accounting policies under IFRS to Newmont’s significant accounting policies under U.S. GAAP.

(a) Impairment of Long-Lived Assets

Under both U.S. GAAP and IFRS, long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired. Under U.S. GAAP, the asset group is first tested for recoverability by determining if its carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined to not be recoverable, an impairment expense is recorded for the excess of the asset group’s carrying amount over its fair value. Further, future reversal of a previously recognized impairment loss is prohibited.

Under IFRS, when an impairment indicator is determined to exist, an impairment expense is recorded for the excess of the cash generating unit carrying amount over the greater of its fair value less costs of disposal and its value in use. Impairment expense previously recorded is reversible in subsequent periods under certain conditions.

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The following table reflects the reversal of impairment expense recognized by Goldcorp under IFRS, after adjusting the carrying value of the property, plant and mine development for (i) the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense, (ii) reversing previous impairment expense recognized by Goldcorp, net of previous IFRS impairment expense reversals, (iii) reversing mine development and stripping costs capitalized by Goldcorp, as outlined in Note 3(b), and (iv) reversing proceeds from the sale of preproduction metal, net of operating costs, which were deducted against Property, plant, and mine development, net, as outlined in Note 3(h), that would not be recognized under U.S. GAAP.

		As of					For the year ended
(in millions)		December 31, 2018					December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development, net			$	627				$	—
Increase to deferred income tax liabilities				223					—
Condensed Statement of Operations
Decrease to impairment of long-lived assets				—					(787	)
Decrease to income and mining tax benefit (expense)			$	—				$	(150	)

(b) Mine Development and Stripping Costs

Under U.S. GAAP, Newmont capitalizes mine development costs, including the initial costs to remove overburden and waste in order to access the main ore body and before the production phase of the mine is achieved. After the production phase of a mine is achieved, stripping costs are included as variable production costs of stockpiles and ore on leach pads. Under IFRS, Goldcorp capitalizes mine development costs, including stripping costs to remove overburden and waste to access the main ore body, and in addition, Goldcorp continues to capitalize certain stripping costs after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

The following table reflects the reversal of mine development and stripping costs capitalized by Goldcorp for its consolidated subsidiaries and equity method investees, before mineralization is classified as proven and probable reserves and after the production phase of a mine is achieved, net of depreciation and amortization.

		As of						For the year ended
(in millions)		December 31, 2018						December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(12	)				$	—
Decrease to investments				(37	)					—
Decrease to deferred income tax liabilities				(4	)					—
Condensed Statement of Operations
Increase to cost applicable to sales				—						17
Increase to income and mining tax benefit (expense)				—						6
Decrease to equity income (loss) of affiliates			$	—					$	(10	)

(c) Depreciation and Amortization

Under U.S. GAAP, Newmont’s policy is to amortize certain mine development costs using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, Goldcorp includes estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

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The following table reflects the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense calculations.

		As of						For the year ended
(in millions)		December 31, 2018						December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(147	)				$	—
Decrease to deferred income tax liabilities				(56	)					—
Condensed Statement of Operations
Increase to depreciation and amortization				—						127
Increase to income and mining tax benefit (expense)			$	—					$	47

(d) Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of the asset retirement obligations is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

Under IFRS, reclamation and remediation liabilities are generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is remeasured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

The unaudited pro forma financial information does not reflect the impact of converting Goldcorp’s reclamation and remediation liabilities, capitalized asset retirement costs, and related reclamation and remediation expenses on a U.S. GAAP basis as it is impractical to re-estimate the impact of period-to-period revisions to the timing or amount of the original reclamation liability over historical periods using the layering approach and credit adjusted risk free rates. In addition, the impact of converting reclamation and remediation liabilities from IFRS to U.S. GAAP is not meaningful because, under the acquisition method of accounting, reclamation and remediation liabilities are recorded at fair value as of the closing date of the arrangement. Therefore, Newmont has reflected the adjustment to recognize Reclamation and remediation liabilities, and related capitalized asset retirement costs, at their estimated fair value on the arrangement closing date. Refer to Note 4(c) below for additional information.

(e) Joint Arrangements—Norte Abierto Project

Under U.S. GAAP, a joint venture is defined as an entity whose operations and activities are jointly controlled by its equity investors. Joint ventures are accounted for using the equity method of accounting. Proportionate consolidation is used in the oil and gas and mining and extractive industries, when working interest owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

IFRS addresses two types of joint arrangements: (1) joint operations and (2) joint ventures, both distinguished by the rights and obligations of the parties involved. In a joint operation, an entity has rights to the underlying assets and obligations for the liabilities of the arrangement and recognizes its share of the assets, liabilities, revenues, and expenses arising from its interest. In a joint venture, the equity method of accounting is used and requires the use of a separate legal entity. Unlike U.S. GAAP, the existence of a separate legal entity is not sufficient evidence to conclude that an arrangement is a joint venture.

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The following table reflects the impact of converting Goldcorp’s accounting for its interest in Norte Abierto from joint operations accounting under IFRS to the equity method of accounting under U.S. GAAP as of December 31, 2018. The impact to Equity income (loss) of affiliates in the unaudited pro forma statement of operations for the year ended December 31, 2018 is not material.

		As of
(in millions)		December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(589	)
Increase to investments				660
Decrease to other non-current assets				(83	)
Decrease to accounts payable				(5	)
Decrease to reclamation and remediation liabilities				(2	)
Decrease to deferred income tax liabilities			$	(5	)

(f) Income Taxes

Under U.S. GAAP, deferred taxes are recognized for temporary differences arising from the initial recognition of assets acquired or liabilities assumed. Under IFRS, deferred income taxes are not recorded for temporary differences arising from the initial recognition of an asset or liability in a transaction that (i) is not a business combination, and (ii) affects neither accounting nor taxable profit. The impact of recording deferred taxes on asset acquisitions under U.S. GAAP resulted in an increase to Deferred income tax liabilities of $431 million and a corresponding increase to Property, plant and mine development, net, of $431 million as of December 31, 2018.

Additionally, U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates. The impact of reversing deferred taxes on foreign nonmonetary liabilities resulted in a decrease to Deferred income tax liabilities of $1,107 million and an increase to Deferred income tax assets of $477 million as of December 31, 2018, and resulted in an increase to Income and mining tax benefit (expense) of $242 million for the year ended December 31, 2018.

The following table reflects the net increase (decrease) to deferred tax assets and deferred tax liabilities, respectively, relating to adjustments discussed in Note 3(a), 3(b), 3(c), 3(e), 3(f), and 3(h).

				As of
(in millions)		Note		December 31, 2018
Condensed Balance Sheet
Increase (decrease) to deferred tax assets due to:
Exchange rate changes and indexing for tax purposes		3(f)			$	477
Net increase to deferred tax assets					$	477
Increase (decrease) to deferred tax liabilities due to:
Impairment of long-lived assets		3(a)			$	223
Mine development and stripping costs		3(b)				(4	)
Depreciation and amortization		3(c)				(56	)
Joint arrangements - recognition of Norte Abierto as equity method investments		3(e)				(5	)
Initial recognition of asset acquisitions		3(f)				431
Exchange rate changes and indexing for tax purposes		3(f)				(1,107	)
Pre-production sales		3(h)				1
Net decrease to deferred tax liabilities					$	(517	)

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(g) Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income (FVTOCI) are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

This adjustment reflects the reversal of gains and losses recorded by Goldcorp for marketable equity securities classified as FVTOCI from Other comprehensive income into Other income of $106 million for the year ended December 31, 2018, and results in a reclassification of amounts recognized in Accumulated other comprehensive income (loss) to Retained earnings of $145 million as of December 31, 2018.

(h) Pre-production Sales

Under U.S. GAAP, proceeds from the sale of pre-production metal produced during commissioning of a processing facility are credited to other income, net of operating costs. However, sales of metal produced during the development phase of a mine where there is already an existing processing facility are recorded within sales and costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

The following table reflects the impact of reversing proceeds from the sale of metal produced during the development phase of a mine, net of allocated operating costs, for consolidated subsidiaries and equity method investees for the period ended December 31, 2018. The impact to sales in the unaudited pro forma statement of operations for the year ended December 31, 2018 is not material.

(in millions)		As of December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development, net			$	3
Increase to investments				13
Increase to deferred income tax liabilities			$	1

(i) By-Product versus Co-Product Revenue Accounting

Under Newmont’s accounting policy, a metal is considered a by-product when sales represent less than 10% to 20% of the total sales from all metals on a life-of-mine basis and revenue from by-product metal sales is recognized as a reduction to cost applicable to sales. Goldcorp’s accounting policy is to recognize proceeds from sales of all metals in sales.

The following table reflects the impact of reversing sales for certain metals that are considered by-products metals for the year ended December 31, 2018.

		For the year ended
(in millions)		December 31, 2018
Condensed Statement of Operations
Decrease to sales		$(66)
Decrease to cost applicable to sales		$(66)

(j) Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

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The following table reflects the impact of reversing the offset to Property, plant and mine development, net of Depreciation and amortization expense, by recognizing a liability for the same amount for the year-ended December 31, 2018 and the impact to Sales in the pro forma statement of operations for the year ended December 31, 2018.

		As of					For the year ended
(in millions)		December 31, 2018					December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development			$	785				$	—
Increase to other non-current liabilities				785					—
Condensed Statement of Operations
Increase to sales				—					13
Increase to depreciation and amortization			$	—				$	13

(k) IFRS 1—First-time Adoption of International Financial Reporting Standards (“IFRS 1”)

Goldcorp adopted IFRS in accordance with IFRS 1 with a transition date of January 1, 2010 and its consolidated financial statements were prepared in accordance with IFRS standards and interpretations effective as of December 31, 2011. In accordance with IFRS 1, Goldcorp recognized $102 million cumulative translation difference from translating its Canadian operations prior to April 1, 2005 in opening retained earnings at January 1, 2010.

This adjustment reflects the reversal of $102 million cumulative translation difference recorded by Goldcorp in opening Retained earnings at January 1, 2010 to Accumulated other comprehensive income (loss) as of December 31, 2018.

Further review may identify additional IFRS to U.S. GAAP and accounting policy differences that, when conformed, could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Newmont is not aware of any other significant accounting policy differences that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma adjustments.

4. Purchase Accounting and Other Adjustments

The following adjustments have been made to the unaudited pro forma financial information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Newmont is not aware of any additional arrangement related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.

(a) Cash and Cash Equivalents and Debt

The net decrease in Cash and cash equivalents of $897 million represents the agreed-upon cash consideration for Goldcorp common shares at $0.02 per share for $17 million (Note 1), the repayment of Goldcorp’s $400 million term loan and the repayment of $480 million drawn on Goldcorp’s $3 billion revolving credit facility. See the section entitled “The Arrangement—Repayment of Goldcorp Debt” beginning on page 96 of this proxy statement. As a result of the planned repayment of Goldcorp’s term loan and termination of its revolving credit facility, net interest expense for the year ended December 31, 2018 decreased by $31 million.

(b) Property, Plant and Mine Development and Investments

The adjustments to decrease Property, plant and mine development, net and Investments by $2,518 million and $149 million, reflects the fair value estimate of property, plant, and mine development and equity method investments, respectively, as of December 31, 2018, and the related decrease to Depreciation and amortization of $300 million and increase to Equity income (loss) of affiliates of $12 million for the year ended December 31, 2018.

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(c) Reclamation and Remediation Liabilities

As discussed in Note 3(d), the increase to Reclamation and remediation liabilities of $17 million, of which $5 million is included in Other current liabilities, reflects an adjustment to recognize asset retirement obligation at fair value as of December 31, 2018. In addition, an increase of $40 million to Other non-current liabilities reflects an adjustment to recognize the fair value of incremental reclamation and remediation liabilities relating to an equity method investee with a nil carrying value as of December 31, 2018. As a result of the increases to the Reclamation and remediation liabilities, Reclamation and remediation expense for the year ended December 31, 2018 increased by $7 million.

(d) Accrued and Other Liabilities

The $110 million increase in accrued liabilities, included in Other current liabilities, and the corresponding offset to Retained earnings (see Note 4(h)) reflects estimated transaction expenses for banking, accounting, legal, and other professional fees associated with the arrangement. This amount does not include estimates for fees that are not readily determinable or factually supportable. These costs are excluded from the unaudited pro forma statements of operations as they are non-recurring charges directly attributable to the arrangement.

(e) Other Current and Non-Current Liabilities

As discussed in Note 3(j), the adjustment reflects the recognition of incremental fair value of liabilities relating to metal streaming contracts of $95 million and $150 million, included in Other current liabilities and Other non-current liabilities, respectively, for the year ended December 31, 2018. In addition, a decrease to Deferred tax liabilities of $238 million and an increase to income taxes payable of $191 million (included in Other non-current liabilities) has been recorded for the metal streaming contract and other tax liabilities as of December 31, 2018, respectively. As a result of the increase in other current and non-current liabilities, a net increase of $82 million to Sales has been recognized as a result of the amortization of the increased liabilities for the year ended December 31, 2018.

(f) Debt and Lease and Other Financing Obligations

The increase of $7 million to long-term debt reflects the adjustment to recognize Goldcorp’s assumed $1.0 billion and $1.5 billion notes at fair value, net of unamortized debt issuance costs of $13 million as of December 31, 2018. The increase of $43 million to Lease and other financing obligations reflects the adjustment to recognize Goldcorp’s finance lease obligations at fair value as of December 31, 2018. The aggregate impact to interest expense in the unaudited pro forma statement of operations from both the fair value adjustments to Debt and Lease and other financing obligations for the year ending December 31, 2018 is not material.

(g) Income Taxes

Deferred income taxes have been recognized based on the pro forma fair value adjustments to identifiable assets acquired and liabilities assumed using the marginal tax rate on a jurisdictional basis. The $285 million increase in Deferred tax liabilities and the $242 million decrease in Deferred tax assets reflect the preliminary estimate of deferred tax assets and liabilities recognized on the new book to tax basis differences of assets acquired and liabilities assumed, and have been recognized as part of Goodwill.

The estimated income and mining tax expense impact of the pro forma adjustments (except for net adjustments to interest expense) has been recognized based upon a blended federal and state statutory rate of 35 percent. The estimated tax rate of 22 percent has been applied to the pro forma adjustments to interest expense based on a preliminary analysis of the applicable rules for interest cost allocation required by tax regulations.

(h) Goldcorp Shareholders’ Equity

The adjustment reflects an adjustment of $11,742 million to eliminate Goldcorp’s historical stockholder’s equity, which represents the historical book value of Goldcorp’s net assets, as a result of the application of purchase accounting.

The adjustment reflects an increase of $455 million and decrease of $9,223 million to Common stock and Additional paid-in capital, respectively, to reflect the issuance of 284,556,968 shares of Newmont common stock with a par value of $1.60 per share to satisfy the issuance of 0.3280 of a share of Newmont common stock for

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each Goldcorp common share outstanding pursuant to the arrangement agreement, assuming a closing price of Newmont common stock on February 15, 2019 of $33.24 per share. In addition, Retained earnings and Accumulated other comprehensive income (loss) have been adjusted by $6,515 million and $119 million, respectively, to eliminate Goldcorp’s historical equity balances adjusted for IFRS to U.S. GAAP differences and purchase accounting and other pro forma adjustments as of December 31, 2018.

The table below reflects elimination of Goldcorp’s historical equity balances after adjustments for IFRS to U.S. GAAP differences and purchase accounting and other pro forma adjustments as of December 31, 2018.

(in millions)		Historical Newmont				Reclassified Historical Goldcorp						IFRS to U.S. GAAP Adjustments					Purchase Accounting Adjustments						Other Pro Forma Adjustments						Equity Adjustments						Notes		Pro Forma Combined
Common stock - $1.60 par value		$	855				$	—					$	—				$	—					$	—					$	455				(1)			$	1,310
Authorized - 1,280 million shares
Outstanding shares - 820 million shares
Treasury stock - 2 million shares			(70	)				—						—					—						—						—								(70	)
Additional paid-in capital			9,618					18,248						—					—						—						(9,223	)			(2)				18,643
Accumulated other comprehensive income (loss)			(284	)				(128	)					247					—						—						(119	)			(3)				(284	)
Retained earnings			383					(8,245	)					1,620					(2,972	)					(110	)					9,597				(4)				273
Stockholders’ equity		$	10,502				$	9,875					$	1,867				$	(2,972	)				$	(110	)				$	710							$	19,872

(i) Goodwill

Goodwill is calculated as the difference between the preliminary estimated purchase price and the fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The Company is continuing to value all assets acquired and liabilities assumed, and, upon completion of the arrangement, a final determination of fair value of Goldcorp’s assets and liabilities will be performed. Based on the preliminary purchase price allocation, the Company has allocated $1,254 million to Goodwill in the unaudited pro forma balance sheet. This amount may increase or decrease based on the final purchase price allocation. Goodwill recorded in connection with the merger will not be deductible for income tax purposes.

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(j) Earnings (Loss) Per Share

The pro forma combined diluted earnings (loss) per share presented below for the year ended December 31, 2018, reflects the adjustment to weighted average number of shares outstanding based on 0.328 of a share of Newmont common stock for each share of Goldcorp common shares outstanding as of February 15, 2019 and cash consideration as follows:

		For the year ended
(in millions)		December 31, 2018
Pro forma net income (loss) from continuing operations attributable to Newmont stockholders			$	(2,915	)
Pro forma basic and diluted weighted average Newmont shares outstanding				818
Pro forma basic and diluted earnings (loss) per share			$	(3.57	)

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UNAUDITED PRO FORMA PER SHARE DATA

The following table presents, as of the dates and for the periods indicated, selected historical unaudited pro forma consolidated financial information per share of Newmont common stock and Goldcorp common shares. You should read this information in conjunction with, and the information is qualified in its entirety by, the consolidated financial statements of Newmont and notes thereto incorporated by reference into this proxy statement and the consolidated financial statements of Goldcorp and notes thereto incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

The following pro forma information has been prepared in accordance with the rules and regulations of the SEC and accordingly includes the effects of acquisition accounting. It does not reflect cost savings, synergies or certain other adjustments that may result from the arrangement. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or equivalent pro forma amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the arrangement had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and arrangement-related costs, or other factors that may result as a consequence of the arrangement and, accordingly, does not attempt to predict or suggest future results.

The following table assumes the issuance of approximately 285 million shares of Newmont common stock in connection with the arrangement, which is the number of shares issuable by Newmont in connection with the arrangement assuming the arrangement occurred on January 1, 2018 and based on the number of outstanding Goldcorp common shares at that time. As discussed in this proxy statement, the actual number of shares of Newmont common stock issuable under the arrangement will be adjusted based on the number of Goldcorp common shares outstanding at the completion of the arrangement. The pro forma data in the table assumes that the arrangement occurred on January 1, 2018 for income statement purposes and on December 31, 2018 for balance sheet purposes, and that the arrangement is accounted for as a business combination.

													Pro forma Newmont and
		Newmont					Goldcorp						Goldcorp Consolidated
		As of and for the					As of and for the						As of and for the
		year ended					year ended						year ended
(in millions)		December 31, 2018					December 31, 2018						December 31, 2018
Income (loss) from continuing operations per common share
Basic			$	0.53				$	(4.77	)				$	(3.57	)
Diluted				0.53					(4.77	)					(3.57	)
Shares used in calculating basic and diluted income (loss) from continuing operations per common share
Basic				533					869						818
Diluted				535					869						818
Book Value per share			$	22				$	11					$	25

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement, before making a decision on the amendment proposal or the share issuance proposal presented. As a stockholder of Newmont following the consummation of the arrangement, you will be subject to all risks inherent in the business of Newmont in addition to the risks relating to Goldcorp. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of Newmont and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement. For information regarding the documents incorporated into this proxy statement by reference, see the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

RISKS RELATING TO THE ARRANGEMENT

The arrangement is subject to satisfaction or waiver of several conditions.

The arrangement is conditional upon, among other things, approval of the issuance of the Newmont common stock to Goldcorp shareholders in exchange for their Goldcorp common shares (the “consideration shares”) pursuant to the arrangement agreement and approval of the amendment proposal by Newmont stockholders, approval of the arrangement by the Goldcorp shareholders, and Newmont and Goldcorp having obtained all government or regulatory approvals required by law, policy or practice, including, without limitation, approval of competition or antitrust and/or foreign investment authorities in Canada, Mexico and South Korea. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the arrangement. There can be no assurance that any or all such approvals will be obtained.

The arrangement agreement may be terminated in certain circumstances.

Each of Newmont and Goldcorp has the right to terminate the arrangement agreement in certain circumstances. Failure to complete the arrangement could negatively impact the trading price of our common stock or otherwise adversely affect Newmont’s business.

If the arrangement is not consummated by July 31, 2019, either Goldcorp or Newmont may choose not to proceed with the arrangement.

Either Goldcorp or Newmont may terminate the arrangement agreement if the arrangement has not been completed by July 31, 2019 (subject to extension to obtain certain key regulatory approvals) and the parties do not mutually agree to extend the arrangement agreement. See “The Arrangement Agreement and the Plan of Arrangement—Termination of the Arrangement Agreement” beginning on page 117 in this proxy statement.

The issuance of a significant number of shares of Newmont common stock and a resulting “market overhang” could adversely affect the market price of shares of Newmont common stock after completion of the arrangement.

On completion of the arrangement, a significant number of additional shares of our common stock will be issued and available for trading in the public market. The increase in the number of shares of our common stock may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, shares of our common stock.

We do not currently control Goldcorp and its subsidiaries.

We will not control Goldcorp and its subsidiaries until completion of the arrangement and the business and results of operations of Goldcorp may be adversely affected by events that are outside of our control during the intervening period. The performance of Goldcorp may be influenced by, among other factors, economic downturns, changes in commodity prices, political instability in the countries in which Goldcorp operates, changes in applicable laws, expropriation, increased environmental regulation, volatility in the financial markets, unfavorable regulatory decisions, litigation, rising costs, civic and labor unrest, disagreements with joint venture partners, delays in ongoing exploration and development projects and other factors beyond our control. As a result of any one or more of these factors, among others, the operations and financial performance of Goldcorp may be negatively affected, which may adversely affect the future financial results of the combined company.

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We will incur substantial transaction fees and costs in connection with the arrangement.

We have incurred and expect to incur additional material non-recurring expenses in connection with the arrangement and completion of the transactions contemplated by the arrangement agreement, including, among others, costs relating to obtaining required shareholder and regulatory approvals. Additional unanticipated costs may be incurred in the course of coordinating the businesses of the combined company after completion of the arrangement. If the arrangement is not consummated, we will be required to pay certain costs relating to the arrangement incurred prior to the date the arrangement is abandoned, such as legal, accounting, financial advisory, proxy solicitation and printing fees. Such costs may be significant and could have an adverse effect on our future results of operations, cash flows and financial condition.

We may be required to pay a termination fee.

If the arrangement is not completed as a result of, among other reasons, a change in recommendation by us or a breach of a representation or warranty made by us in the arrangement agreement and prior to termination there is an acquisition proposal for us announced and within 12 months we enter into an agreement or consummate an acquisition proposal, we will be required to pay a termination fee of $650 million to Goldcorp in connection with the termination of the arrangement agreement. If the termination fee is ultimately required to be paid to Goldcorp, the payment of such fee will have an adverse impact on our financial results.

Goldcorp and Newmont may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the arrangement.

Goldcorp and Newmont may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Newmont or Goldcorp seeking to restrain the arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the arrangement, then that injunction may delay or prevent the arrangement from being completed.

In addition, political and public attitudes towards the arrangement could result in negative press coverage and other adverse public statements affecting Newmont and Goldcorp. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Newmont’s or Goldcorp’s share price.

Upon completion of the arrangement, each Goldcorp common share will be converted into the right to receive 0.3280 of a share of Newmont common stock and $0.02 in cash. This exchange ratio was fixed in the arrangement agreement and will not be adjusted to reflect changes in the market price of either Goldcorp common shares or Newmont common stock before the arrangement is completed. Stock price changes may result from a variety of factors (many of which are beyond Newmont’s and Goldcorp’s control), including the following:

●	changes in Newmont’s and Goldcorp’s respective businesses, operations and prospects;
●	investor behavior and strategies, including market assessments of the likelihood that the arrangement will be completed, including related considerations regarding court approval and regulatory clearance of the arrangement;
●	interest rates, general market and economic conditions and other factors generally affecting the price of Newmont’s and Goldcorp’s shares; and
●	federal, state and local legislation, governmental regulation and legal developments in the businesses in which Newmont and Goldcorp operate.

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The price of Newmont’s common stock at the completion of the arrangement will vary from its price on the date the arrangement agreement was executed, the date of this proxy statement and the date of the special meeting. As a result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of Newmont common stock during the period from January 11, 2019, the last trading day before public announcement of the arrangement, through February 20, 2019, the latest practicable date before the date of this proxy statement, the exchange ratio represented a market value ranging from a low of $10.06 to a high of $11.76 for each Goldcorp common share.

Newmont stockholders will experience reduction of the percentage of their equity and voting interests as a result of the stock issuance.

In connection with the arrangement, Newmont is expected to issue approximately 285 million shares of its common stock to Goldcorp shareholders. Immediately following the completion of the arrangement, former Goldcorp shareholders will own collectively approximately 35% of the total number of shares of the combined company’s outstanding common stock and the existing stockholders of Newmont will own approximately 65% of the outstanding common stock of the combined company. Accordingly, the issuance of Newmont common stock to Goldcorp shareholders will have the effect of reducing the percentage of equity and voting interest held by each of Newmont’s existing stockholders. Consequently, Newmont stockholders as a group will have less influence over the management and policies of the combined company after the arrangement than they currently exercise.

The arrangement could negatively affect the price of our common stock as a result of market response to the arrangement, significant delays in the consummation of the arrangement or the termination of the arrangement agreement.

The market price of our common stock may vary significantly from the price on the date of the arrangement agreement. Negative market response to the arrangement or any significant delays in the consummation of the arrangement could negatively affect our stock price. In addition, there can be no assurance that the conditions to the consummation of the arrangement will be satisfied in a timely manner or at all. If the arrangement is not consummated or is delayed, the market price of our common stock may decline significantly, particularly to the extent the market price reflects a market assumption that the arrangement will be consummated or will be consummated in a particular timeframe.

Stock price changes may result from a variety of factors that are beyond our control, including:

●	market reaction to the announcement of the arrangement and market assessment of the likelihood of the arrangement being consummated;
●	changes in the respective businesses, operations or prospects of Newmont or Goldcorp, including their respective ability to meet earnings estimates;
●	governmental or litigation developments or regulatory considerations affecting Newmont or Goldcorp or the mining industry;
●	general business, market, industry or economic conditions;
●	the worldwide supply/demand balance for gold and copper and the prevailing commodity price environment; and
●	other factors beyond our control, including those described elsewhere in, or incorporated by reference into, this “Risk Factors” section.

RISK FACTORS ON COMPLETION OF THE ARRANGEMENT

Significant demands will be placed on the combined company as a result of the arrangement.

As a result of the pursuit and completion of the arrangement, significant demands will be placed on the managerial, operational and financial personnel and systems of the combined company. We cannot provide any assurance that the systems, procedures and controls of Newmont and Goldcorp will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the arrangement. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions, to integrate the acquisition of Goldcorp, to implement a new business strategy and to improve its operational and financial controls and reporting systems.

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We may not realize the anticipated benefits of the arrangement and the integration of Goldcorp may not occur as planned.

The arrangement has been agreed with the expectation that its completion will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for the combined company. These anticipated benefits will depend in part on whether Goldcorp’s and Newmont’s operations can be integrated in an efficient and effective manner. A significant number of operational and strategic decisions and certain staffing decisions with respect to integration of the two companies have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees.

The performance of the combined company’s operations after completion of the arrangement could be adversely affected if, among other things, the combined company is not able to achieve the anticipated savings and synergies expected to be realized in entering the arrangement, or retain key employees to assist in the integration and operation of Goldcorp and Newmont. The consummation of the arrangement may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of each company. Although Newmont and its advisors have conducted due diligence on the operations of Goldcorp, there can be no guarantee that Newmont is aware of any and all liabilities of Goldcorp. As a result of these factors, it is possible that certain benefits expected from the combination of Goldcorp and Newmont may not be realized.

Goldcorp’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Our reserve estimates have been prepared in accordance with Industry Guide 7 published by the SEC. We have not been involved in the preparation of Goldcorp’s mineral reserve and mineral resource estimates. Goldcorp’s mineral reserves and mineral resource estimates were prepared in accordance with the disclosure standards of National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification system under Canadian securities laws, which differ from the requirements of United States securities laws.

Industry Guide 7 and NI 43-101 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed in accordance with, NI 43-101, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. “Inferred mineral resources” under NI 43-101 have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. By contrast, under Industry Guide 7 standards, a “final” or “bankable” feasibility study is typically required to report reserves or cash flow analysis to designate reserves. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

Expectations regarding the combined mineral reserves and mineral resources of Newmont and Goldcorp following the closing of the arrangement will remain subject to adjustment, pending continuing review of Goldcorp’s mineral resources in accordance with SEC Industry Guide 7 standards. Future adjustment may occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors.

The Newmont board of directors and Newmont’s financial advisors considered financial projections in connection with the arrangement. Actual performance of Newmont and Goldcorp may differ materially from these projections.

The Newmont board of directors and Citi, BMOCM and Goldman Sachs (together with Citi and BMOCM, “Newmont’s financial advisors”) considered, among other things, certain projections with respect to each of Newmont (the “Newmont projections”), Goldcorp (the “adjusted Goldcorp projections”) and the combined company following the completion of the arrangement (the “combined pro forma projections” and, together with the Newmont projections

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and the adjusted Goldcorp projections, the “projections”) prepared by Newmont management. All such projections were based on assumptions and information available at the time such projections were prepared. Newmont and its advisors do not know whether the assumptions made will be realized. Such information can be adversely affected by known or unknown risks and uncertainties, many of which are beyond Newmont’s and Goldcorp’s control. Further, financial forecasts of this type are based on estimates and assumptions that are inherently subject to risks and other factors such as company performance, geological uncertainties, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Newmont and Goldcorp, including the factors described in this “Risk Factors” section and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 49 of this proxy statement, which factors and changes may impact such forecasts or the underlying assumptions. As a result of these contingencies, there can be no assurance that the financial and other projections will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the projections in this proxy statement, and the references in this proxy statement should not be regarded as an indication that Newmont, its board of directors, or any of its advisors or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The projections were prepared for internal use and to, among other things, assist Newmont and its advisors in evaluating the transaction. The Newmont projections were not prepared with a view toward public disclosure or toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Ernst & Young, Newmont’s independent registered public accounting firm, has not examined, compiled or performed any procedures with respect to the projections.

In addition, the projections have not been updated or revised to reflect information or results after the date that such financial and other forecasts were prepared or as of the date of this proxy statement. Except as required by applicable securities laws, Newmont does not intend to update or otherwise revise its financial and other forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The unaudited pro forma consolidated financial information of Newmont and Goldcorp is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the arrangement.

The unaudited pro forma consolidated financial information included in this proxy statement are presented for illustrative purposes only to show the effect of the arrangement, and should not be considered to be an indication of the financial condition or results of operations of the combined company following the arrangement. For example, the pro forma consolidated financial information have been prepared using the consolidated historical financial statements of Newmont and of Goldcorp and do not represent a financial forecast or projection. In addition, the pro forma consolidated financial information included in this proxy statement are based in part on certain assumptions regarding the arrangement. In addition, certain adjustments and assumptions have been made regarding the combined company after giving effect to the arrangement. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy, and other factors may affect the combined company’s results of operations or financial condition following the arrangement.

In preparing the pro forma consolidated financial information contained in this proxy statement, we have given effect to, among other things, the completion of the arrangement and the issuance of the consideration shares. The unaudited pro forma consolidated financial information does not reflect all of the costs that are expected to be incurred by us in connection with the arrangement. For example, the impact of any incremental costs incurred in integrating Newmont and Goldcorp is not reflected in the pro forma consolidated financial information. See the notes to the unaudited pro forma consolidated financial statements of Newmont and Goldcorp included in “Unaudited Pro Forma Consolidated Financial Information” beginning on page 24 of this proxy statement.

Accordingly, the historical and pro forma consolidated financial information included in this proxy statement does not necessarily represent the combined company’s results of operations and financial condition had Newmont and Goldcorp operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following the arrangement.

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The actual financial condition and results of operations of the combined company following the arrangement may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the arrangement. Any potential decline in the combined company’s financial condition or results of operations may cause a significant decrease in our stock price.

The opinions obtained by Newmont from its financial advisors as to the fairness of the consideration, from a financial point of view, to Newmont only speak as of the date of such opinions, and will not be updated to reflect changes in circumstances from the signing of the arrangement agreement in January 2019 through the closing of the arrangement.

Newmont’s financial advisors presented their respective financial analyses to the Newmont board of directors and also delivered their respective oral opinions, which were subsequently confirmed in writing, that as of the dates of and based on the factors described in the written opinions, the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement was fair, from a financial point of view, to Newmont. However, Newmont has not obtained updated opinions from its financial advisors as of the date of this proxy statement, and Newmont does not anticipate asking its financial advisors to update their opinions. In rendering their opinions, Citi, BMOCM and Goldman Sachs made judgments and, with the consent of Newmont, assumptions with regard to industry performance, general business, market and financial conditions and other matters that are beyond the control of Newmont and Goldcorp. These include, among other things, the impact of competition on the businesses of Newmont and Goldcorp, the industry generally, industry growth, the absence of any material adverse change in the financial condition and prospects of Newmont and Goldcorp, and the industry and financial markets in general, any of which could affect the public trading value of Newmont common stock by the time the arrangement is completed.

Because the opinions were issued in connection with the signing of the arrangement agreement and will not be updated, the opinions will not address the fairness to Newmont, from a financial point of view, of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement at the time the arrangement is completed or as of any date other than the date of the opinions. The opinions also do not address the prices at which Newmont common stock will trade at any time. The opinions that Newmont received from Citi, BMOCM and Goldman Sachs are attached as Annexes E, F and G to this proxy statement. For a description of the opinions, see the section entitled “The Arrangement—Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors” beginning on page 66 of this proxy statement.

The combined company will face political risks in new jurisdictions.

Goldcorp’s principal operations, development and exploration activities and significant investments are held in Canada, Mexico, Chile, Argentina, and the Dominican Republic, some of which may be considered to have an increased degree of political and sovereign risk. Any material adverse changes in government policies or legislation of such countries or any other country that Goldcorp has economic interests in that affect mining or mineral exploration activities may affect the viability and profitability of the combined company following the arrangement.

While the governments in Canada, Mexico, Chile, Argentina, the Dominican Republic and other countries in which Goldcorp has mining operations or development or exploration projects have historically supported the development of natural resources by foreign companies, there is no assurance that such governments will not in the future adopt different regulations policies or interpretations with respect to, but not limited to, foreign ownership of mineral resources, royalty rates, taxation, rates of exchange, environmental protection, labor relations, repatriation of income or return of capital, restrictions on production or processing, price controls, export controls, currency remittance, or the obligations of Goldcorp under its respective mining codes and stability conventions. The possibility that such governments may adopt substantially different policies or interpretations, which might extend to the expropriation of assets, may have a material adverse effect on the combined company following the arrangement. Political risk also includes the possibility of terrorism, civil or labor disturbances and political instability. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorizations nor can assurance be given that such exploration and mining authorizations will not be challenged or impugned by third parties. The effect of any of these factors may have a material adverse effect on the combined company’s results of operations and financial condition.

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The consummation of the arrangement may result in one or more ratings organizations taking actions which may adversely affect the combined company’s business, financial condition and operating results, as well as the market price of our common stock.

Rating organizations regularly analyze the financial performance and condition of companies and may reevaluate the combined company’s credit ratings following the consummation of the arrangement. Factors that may impact the combined company’s credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. If a ratings downgrade were to occur in connection with the arrangement, the combined company could experience higher borrowing costs in the future and more restrictive covenants which would reduce profitability and diminish operational flexibility. We cannot provide assurance that any of our current ratings will remain in effect following the consummation of the arrangement for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances so warrant.

Increased exposure to foreign exchange fluctuations and capital controls may adversely affect the combined company’s earnings and the value of some of the combined company’s assets.

Our reporting currency is the US dollar and the majority of our earnings and cash flows are denominated in US dollars. The operations of Goldcorp are also conducted in US dollars, but Goldcorp conducts some of its business in currencies other than the US dollar and, as a result, following the arrangement, the combined company’s consolidated earnings and cash flows may be impacted by movements in the exchange rates to a greater extent than prior to the arrangement. In particular, any change in the value of the currencies of the Canadian Dollar, the Mexican Peso, the Dominican Peso, the Argentine Peso, or the Chilean Peso versus the US dollar following the arrangement could negatively impact the combined company’s earnings, and could negatively impact the combined company’s ability to realize all of the anticipated benefits of the arrangement.

In addition, from time to time, emerging market countries such as those in which the combined company will operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets countries require consents or reporting processes before local currency earnings can be converted into US dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on the combined company, reduction of the immediately available capital that the combined company could otherwise deploy for investment opportunities or the payment of expenses. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for the combined company.

New legislation and tax risks in certain Goldcorp operating jurisdictions.

Goldcorp has operations and conducts business in multiple jurisdictions in which we do not currently operate or conduct business, which may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course, which could result in an increase in Goldcorp’s taxes, or other governmental charges, duties or impositions, or an unreasonable delay in the refund of certain taxes owing to Goldcorp. No assurance can be given that new tax laws, rules or regulations will not be enacted or that existing tax laws will not be changed, interpreted or applied in a manner that could result in the combined company’s profits being subject to additional taxation, result in the combined company not recovering certain taxes on a timely basis or at all, or that could otherwise have a material adverse effect on the combined company.

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Failure by Goldcorp to comply with applicable laws prior to the arrangement could subject the combined company to penalties and other adverse consequences following the arrangement.

We are subject to the provisions of the US Foreign Corrupt Practices Act. Goldcorp is subject to the US Foreign Corrupt Practices Act and the Corruption of Foreign Public Officials Act (Canada). The foregoing laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In addition, such laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting. There can be no assurance that either party’s internal control policies and procedures, compliance mechanisms or monitoring programs will protect it from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation. Following the arrangement, the combined company may be responsible for any liability in respect of any of the foregoing attributable to Goldcorp prior to the arrangement. A failure by Newmont or Goldcorp to comply with anti-bribery and anti-corruption legislation could result in severe criminal or civil sanctions, and may subject the combined company to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement. Investigations by governmental authorities could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement.

Goldcorp is also subject to a wide variety of laws relating to the environment, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other matters in the jurisdictions in which it operates. A failure by Goldcorp to comply with any such legislation prior to the arrangement could result in severe criminal or civil sanctions, and may subject the combined company to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement. The compliance mechanisms and monitoring programs adopted and implemented by Goldcorp prior to the arrangement may not adequately prevent or detect possible violations of such applicable laws. Investigations by governmental authorities could also have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and other documents incorporated by reference into this proxy statement contain or may contain “forward-looking statements.” 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 proxy may include, without limitation:

●	statements relating to Newmont’s planned acquisition of Goldcorp and the expected terms, timing and closing of the arrangement, including receipt of required approvals and satisfaction of other customary closing conditions;
●	estimates of future production, including expected annual production range;
●	estimates of future costs applicable to sales and all-in sustaining costs;
●	estimates of future capital expenditures;
●	estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies;
●	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, and schedule;
●	expectations regarding future investments or divestitures, including anticipated divestitures over the next two years;
●	expectations of future dividends and returns to stockholders;
●	expectations of future balance sheet strength and credit ratings;
●	expectations of future equity and enterprise value;
●	expected listing of Newmont common stock on the NYSE and the TSX; and
●	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:

●	there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions;
●	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;
●	political developments in any jurisdiction in which Newmont and Goldcorp operate being consistent with its current expectations;
●	certain exchange rate assumptions for the Australian dollar or the Canadian dollar to the US dollar, as well as other the exchange rates being approximately consistent with current levels;
●	certain price assumptions for gold, copper, silver, lead and oil;
●	prices for key supplies being approximately consistent with current levels;
●	the accuracy of current mineral reserve, mineral resource and mineralized material estimates; and
●	other planning assumptions.

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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;
●	variances in ore grade or recovery rates from those assumed in mining plans; and
●	political risk, community relations, conflict resolution, governmental regulation and judicial outcomes.

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 arrangement; the risk associated with Newmont’s and Goldcorp’s ability to obtain the approval of the arrangement by their shareholders required to consummate the arrangement and the timing of the closing of the arrangement, 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 arrangement 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 “Risk Factors” beginning on page 41 of this proxy statement, Newmont’s 2018 Annual Report on Form 10-K, filed with the SEC as well as Newmont’s other SEC filings incorporated by reference in this proxy statement, as well as Goldcorp’s filings incorporated by reference in this proxy statement. Newmont does 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 proxy statement, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement.

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THE SPECIAL MEETING

DATE, TIME AND PLACE

The special meeting of Newmont stockholders will take place at          a.m. local time, immediately preceding the 2019 annual meeting, on          , 2019, unless adjourned or postponed to a later date, at          .

MATTERS TO BE CONSIDERED

At the special meeting, the holders of Newmont’s common stock, par value $1.60 per share, will be asked to consider and vote on the following three proposals:

1.	to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
3.	subject to the provisions of the arrangement agreement, to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

BOARD RECOMMENDATION

After determining that it is advisable and in the best interests of Newmont and its stockholders to consummate the arrangement as contemplated by the arrangement agreement, the Newmont board of directors unanimously authorized, approved, and declared advisable the issuance of shares of Newmont common stock. Accordingly, the Newmont board of directors unanimously recommends that Newmont stockholders vote “FOR” each of the foregoing proposals.

The Newmont stockholders can cast separate votes on each proposal.

There are certain risks associated with the arrangement. See “Risk Factors” beginning on page 41 of this proxy statement for more information regarding such risks. Newmont stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the arrangement. In particular, Newmont stockholders are directed to the arrangement agreement, which is attached as Annex A to this proxy statement.

RECORD DATE; OUTSTANDING SHARES; SHARES ENTITLED TO VOTE

The Newmont board of directors has fixed the close of business on          , 2019 as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting. Only stockholders of record of shares of Newmont common stock as of the close of business on the record date will receive notice of, and be entitled to vote at, the special meeting and any adjournments, postponements or continuations of the special meeting.

As of the close of business on the record date for the special meeting, there were          shares of Newmont common stock outstanding and held by approximately          holders of record. Each stockholder is entitled to one vote at the special meeting for each share of Newmont common stock held by that stockholder at the close of business on the record date. Newmont’s common stock is the only security the holders of which are entitled to notice of, and to vote at, the special meeting.

If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that organization to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting.

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QUORUM

The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” includes all shares of common stock entitled to vote at the special meeting. A quorum must be present in order for there to be a vote on the amendment proposal and the share issuance proposal. It is important that Newmont stockholders vote promptly so that their shares are counted toward the quorum.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the special meeting. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the special meeting is considered “non-routine,” such organizations do not have discretion to vote on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on either of the proposals. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to a proposal but not with respect to the other proposals, your shares will be considered present at the special meeting, be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal, but will not be voted with respect to the other proposals.

Newmont may seek to adjourn the special meeting if a quorum is not present at the meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table reflects certain information known to Newmont as to Newmont common stock beneficially owned by: (i) each current director, (ii) each named executive officer, and (iii) all current directors and executive officers of Newmont as a group. The address for each of the named individuals below is c/o Newmont Mining Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111. Such information is presented as of February 20, 2019, except as otherwise noted.

No director or executive officer (a) beneficially owned more than 1% of the outstanding shares of Newmont common stock or (b) shares voting power in excess of 1% of the voting power of Newmont’s outstanding capital stock. Each director and executive officer has sole voting power and dispositive power with respect to all shares beneficially owned by them, except as set forth below. It is expected that Newmont’s directors and executive officers will vote “FOR” each of the proposals. Additionally, on January 14, 2019, in connection with the signing of the arrangement agreement, Goldcorp entered into support and voting agreements with Newmont’s directors and certain members of Newmont’s executive leadership team, as described in the section entitled “The Support and Voting Agreements” beginning on page 120 of this proxy statement.

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				Restricted Stock,
				Restricted Stock						Beneficial
		Common		Units and Director				Option		Ownership
Names of		Stock		Stock Units(1)(2)				Shares(3)		Total
Non-Employee Directors
Gregory H. Boyce		—			21,086			—		21,086
Bruce R. Brook		24,933			8,643			—		33,576
J. Kofi Bucknor		23,383			8,643			—		32,026
Joseph A. Carrabba		—			43,529			—		43,529
Noreen Doyle		—			45,844			—		45,844
Veronica Hagen		—			45,844			—		45,844
Sheri E. Hickok		—			7,479			—		7,479
René Médori		—			3,933			—		3,933
Jane Nelson		—			33,576			—		33,576
Julio M. Quintana		—			21,086			—		21,086
Molly P. Zhang		—			7,479			—		7,479
Named Executive Officers
Gary Goldberg(4)		523,788			575,075			—		1,098,863
Nancy Buese(5)		29,262			14,625			—		43,887
Randy Engel		151,725			154,662			109,845		416,232
Scott Lawson		51,183			99,589			—		150,772
Thomas Palmer		75,002			211,647			—		286,649
All directors and executive officers as a group (20 persons)		1,187,422			1,539,852			148,605		2,980,787

(1)	For 2018, director stock units (“DSUs”) were awarded to all non-employee directors under Newmont’s 2013 Stock Incentive Compensation Plan. The DSUs represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. The holders of DSUs do not have the right to vote the underlying shares; however, the DSUs accrue dividend equivalents, which are paid at the time the common shares are issued. Upon retirement from the board of directors, each holder of DSUs is entitled to receive one share of common stock for each DSU. The amounts noted in this column for non-employee directors represents DSUs.
(2)	Restricted Stock Units (“RSUs”) of Newmont common stock granted after April 24, 2013, are awarded under the Newmont’s 2013 Stock Incentive Plan. The RSUs do not have voting rights, and are subject to forfeiture risk and other restrictions. The RSUs accrue dividend equivalents, which are paid at the time the RSUs vest and common stock is issued. Includes shares underlying RSUs vesting within 60 days after February 20, 2019. This column does not include RSUs that vest more than 60 days after February 20, 2019.
(3)	Includes shares of Newmont common stock that the executive officers have the right to acquire through stock option exercises within 60 days after February 20, 2019.
(4)	Mr. Goldberg’s ownership includes 523,788 shares held in the Gary J and Beth A Goldberg Revocable Trust.
(5)	Ms. Buese’s ownership includes 29,262 shares held in the Timothy J. and Nancy K. Buese Revocable Trust.

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The following table sets forth information with respect to each person known by Newmont to be the beneficial owner of more than 5% of any class of Newmont’s voting securities. The share information contained herein is based solely on investor filings with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

				Amount and Nature of		Percentage
Names and Addresses of Beneficial Owners		Title of Class		Beneficial Ownership		of Class
BlackRock, Inc.
55 East 52nd Street New York, NY 10055		Common Stock		(1)			14.9	%
The Vanguard Group Inc.
100 Vanguard Blvd.  Malvern, PA 19355		Common Stock		(2)			10.99	%
Van Eck Associates Corporation
666 Third Ave. – 9th Floor New York, NY 10017		Common Stock		(3)			5.91	%

(1)	As reported on Schedule 13G/A as filed on January 31, 2019, as of December 31, 2018, BlackRock, Inc. and its subsidiaries beneficially owned 79,175,130 shares, had sole voting power of 72,561,094 shares and sole dispositive power of 79,175,130 shares of Newmont common stock.
(2)	As reported on Schedule 13G/A as filed on February 11, 2019, as of December 31, 2018, The Vanguard Group and its subsidiaries beneficially owned 58,556,302 shares, had sole voting power of 617,636 shares and sole dispositive power of 57,564,245 shares of Newmont common stock.
(3)	As reported on Schedule 13G/A as filed on February 13, 2019, as of December 31, 2018, Van Eck Associates Corporation beneficially owned 31,468,276 shares, had sole voting power of 31,239,676 shares and sole dispositive power of 31,468,276 shares of Newmont common stock.

REQUIRED VOTE

Assuming a quorum is present at the special meeting, approval of the adoption of the amendment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Newmont’s common stock as of the record date for the special meeting. An abstention from voting or a broker non-vote on this proposal will have the same effect as a vote against this proposal.

Assuming a quorum is present at the special meeting, approval of the share issuance proposal will require the affirmative vote of the holders of a majority of the shares of Newmont’s common stock properly cast on the proposal at the special meeting. Under the rules of the NYSE, an abstention from voting is effectively treated as a vote cast against this proposal. A broker non-vote on this proposal will have no effect on the outcome of the vote on this proposal.

Approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of adoption of the amendment proposal or the share issuance proposal, will require the affirmative vote of the holders of a majority of the shares of Newmont’s common stock properly cast on the proposal at the special meeting. An abstention from voting or a broker non-vote on this proposal will have no effect on the outcome of the vote on this proposal. If you fail to submit a proxy and do not attend the special meeting in person, or if you fail to provide instructions to your broker, bank or other nominee to vote on your behalf, your shares will not affect whether these proposals are approved.

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VOTING BY PROXY

This proxy statement is being sent to you on behalf of the Newmont board of directors for the purpose of requesting that you allow your shares of Newmont common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of Newmont common stock represented at the meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you sign and return a proxy card without giving voting instructions, your shares will be voted as follows:

●	“FOR” approval of an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares;
●	“FOR” approval of the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement; and
●	“FOR,” subject to the provisions of the arrangement agreement, approval of the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

HOW TO VOTE

Whether or not you plan to attend the special meeting in person, you should submit your proxy as soon as possible.

If you own shares of Newmont common stock in your own name, you are an owner or holder of record. This means that you may use the enclosed proxy card or the Internet or telephone voting options to tell the persons named as proxies how to vote your shares of Newmont common stock. You have four voting options:

●	In Person. To vote in person, come to the special meeting and you will be able to vote by ballot. To ensure that your shares are voted at the special meeting, the Newmont board of directors recommends that you submit a proxy even if you plan to attend the special meeting.
●	Mail. To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to Newmont before the special meeting, Newmont will vote your shares as you direct.
●	Telephone. To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card using a phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 pm (eastern U.S. time) on          , 2019 to be counted.
●	Internet. To vote over the Internet, go to the web address located on the enclosed proxy card to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 pm (eastern U.S. time) on          , 2019 to be counted.

If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form, as well as voting instructions with these proxy materials from that organization rather than from Newmont. Your broker, bank or other nominee will vote your shares only if you provide instructions to that organization on how to vote. You should provide your broker, bank or other nominee with instructions regarding how to vote your shares by following the enclosed instructions provided by that organization. Your shares will not be voted with respect to any proposal for which you fail to provide instructions, which will have the effect on the approval of the proposals described under “The Special Meeting—Required Vote.”

The Internet and telephone voting options available to holders of record are designed to authenticate stockholders’ identities, to allow stockholders to give their proxy voting instructions and to confirm that these instructions have been properly recorded. Proxies submitted over the Internet or by telephone through such a program must be received by 11:59 pm (eastern U.S. time) on         , 2019. Submitting a proxy will not affect your right to vote in person if you decide to attend the special meeting.

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REVOKING YOUR PROXY

Your grant of a proxy on the enclosed proxy card or through one of the alternative methods discussed above does not prevent you from voting in person or otherwise revoking your proxy at any time before it is voted at the special meeting. If your shares of Newmont common stock are registered in your own name, you may revoke your proxy in one of the following ways:

●	by submitting another proxy card bearing a later date and mailing it so that it is received before the special meeting;
●	by submitting another proxy using the Internet or telephone voting procedures; or
●	by attending the special meeting and voting in person, although simply attending the meeting will not revoke your proxy, as you must deliver a notice of revocation or vote at the special meeting in order to revoke a prior proxy.

Your last vote is the vote that will be counted.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee if you wish to change your vote.

VOTING IN PERSON AT THE SPECIAL MEETING

All stockholders of record may vote their shares in person by attending the special meeting and submitting the ballot that will be provided there. If your shares are held in “street name,” you may vote in person at the special meeting if you have a document known as a “legal proxy” from the holder of record. You will need to ask the broker, bank or other nominee holding your shares for a legal proxy and bring the legal proxy with you to the special meeting. If your shares are held in “street name,” you will not be able to vote your shares at the meeting without a legal proxy. If you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

ADJOURNMENTS AND POSTPONEMENTS

Although it is not currently expected, the special meeting may be adjourned or postponed to a later date. Any adjournment or postponement to a date not more than 30 days after the date originally fixed for the special meeting may be made without notice, other than by an announcement made at the special meeting of the time and place of the adjourned meeting. Any adjournment or postponement to a date more than 30 days after the date originally fixed for the special meeting will require that notice of the hour, date and place of the adjourned meeting be given to Newmont stockholders entitled to vote thereat. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Newmont stockholders who have already sent in their proxies to revoke them at any time before voting occurs at the rescheduled special meeting. See “Proposal 3: Adjournment of Special Meeting” beginning on page 123 of this proxy statement for more information about the proposal relating to adjournments of the special meeting.

INDEPENDENT ACCOUNTANTS

Representatives of Ernst & Young LLP, Newmont’s independent auditor, are expected to be present at the special meeting and will be afforded the opportunity to make a statement if they desire and will be available to respond to appropriate questions from stockholders.

HOUSEHOLDING

Certain of Newmont stockholders who share an address are being delivered only one copy of this proxy statement unless Newmont or one of its mailing agents has received contrary instructions. Upon the written or oral request of a stockholder at a shared address to which a single copy of this proxy statement was delivered, Newmont will promptly deliver a separate copy of such document to the requesting stockholder. Written requests should be made to the Secretary of Newmont, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111, and oral requests may be made by calling Newmont Investor Relations at (303) 863-7414.

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In addition, Newmont stockholders who wish to receive a separate copy of Newmont’s proxy statements and annual reports, if any, in the future should notify Newmont either in writing addressed to the foregoing address or by calling the foregoing telephone number. Newmont stockholders sharing an address who are receiving multiple copies of Newmont’s notice of Internet availability of proxy materials and/or proxy statements and annual reports may request delivery of a single copy of such documents by writing to Newmont at the address above or calling Newmont at the telephone number above.

INSPECTOR OF ELECTION; TABULATION OF VOTES

The Newmont board of directors expects to appoint a representative of Computershare Inc. to act as the inspector of election at the special meeting. The inspector of election will determine the number of shares outstanding, the shares represented at the special meeting, the existence of a quorum and the validity of proxies and ballots, and will count all votes and ballots.

SOLICITATION OF PROXIES

Newmont is soliciting proxies for the special meeting from Newmont stockholders. Newmont will bear the entire cost of soliciting proxies from Newmont stockholders, including the expenses incurred in connection with the preparation of the proxy statement and its filing with the SEC. In addition to this mailing, Newmont’s directors, officers and employees, who will not receive any additional compensation for their services, may solicit proxies personally, electronically or by telephone. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of Newmont common stock held of record by those persons, and Newmont will reimburse these brokerage firms, custodians, nominees and fiduciaries for related, reasonable out-of-pocket expenses they incur.

Newmont has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting and will pay MacKenzie Partners, Inc. a fee of approximately $60,000, plus reimbursement of out-of-pocket expenses.

A list of stockholders entitled to vote at the special meeting will be open for examination by any Newmont stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten days before the meeting at Newmont’s principal executive offices at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111, and at the time and place of the meeting during the entire time of the meeting.

OTHER BUSINESS

Newmont does not expect that any matter other than the proposals listed above will be brought before the special meeting. If, however, other matters are properly brought before the special meeting, or any adjournment or postponement of the special meeting, the persons named as proxies will vote in accordance with their judgment.

ASSISTANCE

If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the special meeting, please contact Newmont’s proxy solicitor:

 
1407 Broadway, 27th Floor
New York, New York 10018

(212) 929-5500
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

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THE ARRANGEMENT

This section of the proxy statement describes the material aspects of the proposed arrangement. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the arrangement agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the proposed arrangement. In addition, important business and financial information about each of Goldcorp and Newmont is included in or incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

STRUCTURE OF THE TRANSACTION

On January 14, 2019, Newmont entered into the arrangement agreement with Goldcorp, which was subsequently amended on February 19, 2019 (as amended, the “arrangement agreement”), pursuant to which, among other things, Newmont will acquire all of the issued and outstanding Goldcorp common shares (the “arrangement”). The arrangement will be implemented by way of a plan of arrangement (the “plan of arrangement”) in accordance with the Business Corporations Act (Ontario) (the “OBCA”) and is subject to approval by the Ontario Superior Court of Justice (Commercial List) (the “Court”) and the stockholders of Newmont and the shareholders of Goldcorp. The parties intend to rely upon the exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof with respect to the issuance of the Newmont common stock and Newmont restricted stock units under the arrangement. Upon completion of the arrangement, Goldcorp will be a wholly-owned subsidiary of Newmont. As Goldcorp is incorporated in the Province of Ontario, Canada, the acquisition is being effected through an arrangement instead of a merger.

If the arrangement is completed, Goldcorp shareholders will receive 0.3280 of a share of Newmont common stock, par value $1.60 per share (“Newmont common stock”) and $0.02 in cash for each Goldcorp common share (the “consideration”). No fractional shares of Newmont common stock will be issued under the arrangement, and Goldcorp shareholders will receive cash in lieu of any fractional shares of Newmont common stock. Any shares in respect of which dissent rights have been properly exercised and not withdrawn, pursuant to Section 185 of the OBCA, will be deemed to be transferred and assigned to Newmont, but will not be entitled to the consideration and will, instead, be subject to dissent rights under the OBCA, as modified by the plan of arrangement and the interim and final orders of the Court. Newmont stockholders will continue to own their existing shares, and the Newmont common stock will not be affected by the arrangement. Upon completion of the arrangement, it is expected that Goldcorp shareholders will own approximately 35% of the outstanding Newmont common stock.

BACKGROUND OF THE TRANSACTION

Newmont’s senior management and board of directors regularly explore, with the assistance of financial and legal advisors, strategic options that may be available to Newmont, with the goal of identifying potential opportunities and, ultimately, enhancing stockholder value. As part of this process, Newmont regularly reviews a broad range of opportunities, including transformational opportunities, potential strategic investments, joint ventures and business combinations with other mining and exploration companies. The Newmont board of directors and management have recognized that, in the precious metals mining industry, truly transformational opportunities are rare and, therefore, it is necessary to always be knowledgeable about those potential opportunities so that they can be capitalized on when the opportunity arises.

Consequently, as part of Newmont’s continuous assessment of its overall strategy, from time to time, Newmont and its representatives engage in discussions with representatives of other companies concerning the possibility of such strategic transactions. In particular, Newmont has long recognized that an opportunity to combine with Goldcorp would present a unique transformational opportunity that would warrant serious consideration. Newmont, therefore, sought to foster an ongoing positive relationship with Goldcorp in order to be prepared to pursue such an opportunity should it arise. Accordingly, the Newmont and Goldcorp executive leadership teams and certain directors have met periodically over the past several years, including at semi-annual dinners, at mining industry and investor conferences and at the World Economic Forum. During these interactions, Newmont and Goldcorp have discussed strategic opportunities, such as development projects, joint ventures and joint acquisitions.

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To facilitate these discussions, on October 14, 2016, Newmont and Goldcorp entered into a confidentiality and standstill agreement, which was extended on October 3, 2017, to enable the parties to share non-public information in connection with their ongoing evaluation of potential strategic opportunities. Between October 2016 and October 2018, each party engaged in meetings and preliminary discussion regarding due diligence and analysis in connection with the evaluation of potential transactions. While no actionable transactions ultimately resulted from such discussions (prior to the pending transaction), Newmont’s executive leadership team kept the Newmont board of directors apprised of the potential transactions and other opportunities being discussed with Goldcorp.

On June 12 and 13, 2018, the Newmont board of directors met in Lima, Peru for its annual strategy session in which the board of directors reviewed Newmont’s strategy pillars and discussed strategic plans for the future. As part of this regular review process, the board of directors discussed with management potential strategic business combinations with various mining companies (including Goldcorp), the relationships Newmont had developed with those companies and the potential benefits and risks associated with such combinations.

On October 24, 2018, the Newmont board of directors met in Denver, Colorado for its regularly scheduled quarterly meeting. At that meeting, the Newmont board of directors discussed recent industry transactions, including recent consolidation in the gold industry, as well as Newmont’s competitive position and strategic alternatives. These discussions included a review of the strategic merits of a possible transaction with Goldcorp and the strategic merits of potential transactions with certain other mining companies.

Following the quarterly board meeting, Newmont’s executive leadership team became aware of rumors that a peer precious metal producer was pursuing a potential business combination with Goldcorp and determined to discuss with Goldcorp the possibility of Newmont making a proposal to acquire Goldcorp at the next regularly scheduled dinner with Goldcorp on December 11, 2018.

The December 11, 2018 dinner was held in Vancouver, Canada and was attended by Noreen Doyle (Newmont Chair), Mr. Gary J. Goldberg (Newmont Chief Executive Officer) and Mr. Randy Engel (Newmont Executive Vice President, Strategic Development), on behalf of Newmont, and Ian Telfer (Goldcorp Chair), Mr. David Garofalo (Goldcorp President and Chief Executive Officer), and Mr. Jason Attew (Goldcorp Executive Vice President, Chief Financial Officer and Corporate Development), on behalf of Goldcorp. Immediately prior to this dinner, Mr. Goldberg and Mr. Engel met with Mr. Garofalo and Mr. Attew to discuss the possibility of Newmont making a proposal to acquire Goldcorp and Mr. Garofalo and Mr. Attew indicated that Goldcorp would be receptive to evaluating such a proposal. During the dinner, Ms. Doyle described the key components of a potential business combination transaction with Goldcorp, including the key structural and governance terms of a potential transaction.

On December 13, 2018, the Newmont board of directors held a previously scheduled telephonic meeting during which they received an update from Mr. Goldberg regarding the discussions at the December 11, 2018 dinner. Newmont’s executive leadership team made a presentation to the Newmont board of directors regarding a potential business combination with Goldcorp, and discussed the related benefits and risks of the possible transaction with the board of directors. A representative of the law firm Wachtell, Lipton, Rosen & Katz (“Wachtell”) was in attendance to offer advice to the Newmont board of directors on the potential transaction. During the meeting, the Newmont board of directors authorized and directed management to continue to engage in discussions with Goldcorp and to pursue the opportunity further, including by executing a confidentiality and exclusivity agreement with Goldcorp should the opportunity arise.

On December 14, 2018, Ms. Doyle telephoned Mr. Telfer and conveyed Newmont’s vision for the combined companies, certain procedural matters and Newmont’s proposal with respect to certain key terms, including governance matters, consideration and conditions to the consummation of the proposed transaction. Mr. Goldberg subsequently delivered a non-binding proposal to Mr. Garofalo for Newmont to acquire Goldcorp at a 15% premium to the 20-day volume weighted average price of the Goldcorp common shares, to be paid in a combination of Newmont common stock and cash and setting forth other key terms, which were generally consistent with the terms ultimately agreed to by the parties. Following the delivery of the non-binding proposal, Mr. Engel and Mr. Attew discussed the need to engage various workstreams, including undertaking a due diligence review and exchanging technical and business information on a confidential basis to further assess the merits of the non-binding proposal. To facilitate such due diligence and exchange of information, on December 14, 2018, Newmont and Goldcorp entered into a new confidentiality agreement.

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Newmont’s executive leadership team, including Mr. Goldberg, Mr. Engel and Nancy Buese (Newmont Executive Vice President and Chief Financial Officer) discussed the retention of financial advisors and determined that, because of the importance of continuity and confidentiality, it would be preferable to work with financial advisors who were already very familiar with Newmont and the industry without contacting a broad range of potential financial advisors. Consequently, Newmont determined to reach out to each of BMO Capital Markets Corp. (“BMOCM”), Citigroup Global Markets Inc. (“Citi”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) because of their qualifications, experience, reputation and deep familiarity with Newmont and Goldcorp and their respective businesses and the mining industry. On December 14, 2018, Mr. Engel contacted BMOCM, Citi and Goldman Sachs to discuss the possibility of their acting as financial advisors to Newmont in connection with the potential transaction. All three investment banks agreed to act as Newmont’s financial advisors, and engagement letters were subsequently executed with each bank.

Between December 14, 2018 and December 16, 2018, Mr. Garofalo, Mr. Attew, Mr. Goldberg and Mr. Engel engaged in negotiations with respect to both the financial and non-financial terms of the proposed transaction. During this period, Ms. Doyle and Mr. Telfer further discussed the consideration to be paid in the proposed transaction and, in a subsequent conversation between Mr. Goldberg and Mr. Garofalo, it was agreed that the consideration to be paid to Goldcorp shareholders would reflect a 17% premium to the volume weighted average price of the companies’ shares.

On December 16, 2018, the parties entered into an exclusivity agreement, which included an indicative non-binding term sheet that set forth key terms of the proposed transaction, including, among other terms, the transaction structure, governance of the combined companies, consideration, conditions to consummating the proposed transaction, termination rights and related fees as well as certain covenants of both parties. The non-binding term sheet contained terms that were generally consistent with the terms of the arrangement ultimately agreed to by the parties in the arrangement agreement. The exclusivity agreement required Newmont and Goldcorp to negotiate in good faith exclusively with one another until January 17, 2019.

Also on December 16, 2018, Newmont delivered its initial due diligence request list to Goldcorp, following which Goldcorp granted Newmont and its advisors access to a virtual data room containing certain material information regarding Goldcorp. Goldcorp subsequently delivered its initial due diligence request list to Newmont, following which Newmont granted Goldcorp access to a virtual data room containing certain material information regarding Newmont. Both companies immediately commenced their due diligence investigations of each other, including financial, operational, legal, human resources and accounting diligence on both corporate and operational levels. These due diligence investigations included numerous discussions between Newmont and Goldcorp and their respective advisors as well as mine site visits. These due diligence investigations continued throughout the period leading-up to the signing of the arrangement agreement.

On December 18, 2018, the Newmont board of directors held a telephonic meeting to receive an update from the executive leadership team regarding the potential transaction with Goldcorp. Representatives of Newmont’s legal advisors from Wachtell and Goodmans LLP (“Goodmans”) were in attendance to offer advice to the Newmont board of directors on the potential transaction. At the meeting, management described the exclusivity agreement and non-binding term sheet to the board of directors. In addition, management reviewed the various transactional work streams and timelines with the board of directors, following which Ms. Doyle led a discussion among the directors, with input from management and Newmont’s advisors, about the relative benefits and risks associated with the potential transaction. At the conclusion of the meeting, the Newmont board of directors authorized management to continue negotiations with Goldcorp.

On December 20 and 21, 2018, representatives of Newmont and Goldcorp’s respective senior management teams met in San Francisco, California, to introduce those management team members who were expected to lead the negotiation and execution of the potential transaction to one another. At the meetings, the management teams engaged in discussions regarding the structure of the potential transaction, deal terms, corporate strategy, operational matters and the exploration and development projects being pursued by each of the companies.

On December 31, 2018, Newmont delivered the initial draft of the arrangement agreement to Goldcorp.

On January 3, 2019, the Newmont board of directors held a telephonic meeting. Representatives of Wachtell and Goodmans were in attendance to offer advice to the Newmont board of directors on the potential transaction. At the meeting, management updated the Newmont board of directors on the status of negotiations with Goldcorp, the

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status of Newmont’s due diligence regarding Goldcorp and its assets, the anticipated timeline for the transaction and related matters. Following the management presentations, Ms. Doyle led a discussion among the directors, with the assistance of management and their advisors, about the transaction in light of the additional information provided to the directors at the meeting, as well as an executive session of independent directors.

On January 3 and 4, 2019, the executive leadership teams and certain directors of each of the parties, along with their respective financial advisors, met in Los Angeles, California, for management presentations and related discussions regarding the proposed transaction. The meeting was attended by 12 delegates from Goldcorp (including Mr. Telfer) and 11 delegates from Newmont (including Ms. Doyle) who discussed the transaction structure, due diligence, communications, integration, their respective operations and development projects and the vision for the combined company.

Representatives of Goldcorp’s operational diligence team undertook due diligence site visits at Newmont’s mine in Boddington, Australia on January 3, 2019, and each of Newmont’s Carlin, Twin Creeks and Phoenix mines in Nevada on January 3 and 4, 2019.

On January 4, 2019, Ian Duckworth (Newmont Regional Project Director, North America), Marcelo Godoy (Newmont Senior Vice President, Exploration) David McLaren (Newmont Vice President, Value Assurance), and Monica Dodd (Newmont Senior Director, M&A Evaluation and Mine Engineering) held a site visit at Goldcorp’s Porcupine mine to conduct on-site due diligence. On January 5, 2019, Mr. Duckworth, Mr. Godoy, Mr. McLaren, and Ms. Dodd visited Goldcorp’s Éléonore mine to conduct on-site due diligence. From January 5 to 6, 2019, Dean Gehring (Newmont Regional Senior Vice President, South America), Isidro Oyola (Newmont General Manager, Yanacocha), Chris Clode (Newmont Group Executive, Exploration and Business Development), John Cole (Newmont Process Manager, Technical Services) and Scott Miller (Newmont Group Executive, Environmental) conducted a site visit of Goldcorp’s Cerro Negro mine to conduct on-site due diligence. On January 8, 2019, Mr. Gehring, Mr. Oyola, Mr. Clode, Mr. Cole and Mr. Miller conducted a site visit of Goldcorp’s Peñasquito mine to conduct on-site due diligence.

On January 6, 2019, Goldcorp delivered a revised draft of the arrangement agreement to Newmont. Newmont’s management team and its advisors discussed the revised draft and identified key issues to be negotiated with Goldcorp. The revised draft presented several important issues for further discussion and negotiation, including the terms of a potential mutual “no shop” provision, termination fees payable by Newmont if the arrangement agreement is terminated in certain circumstances, the timing of Newmont’s stockholder meeting and Goldcorp’s shareholder meeting, and the obligation to seek stockholder approval notwithstanding a change in recommendation by the Newmont board of directors.

On January 8, 2019, the Newmont board of directors held a telephonic meeting to receive an update on the potential transaction. Representatives of Wachtell and Goodmans, as well as representatives of Newmont’s financial advisors, were in attendance to offer advice to the Newmont board of directors on the potential transaction. At the meeting, the executive leadership team updated the board of directors on the status of negotiations with Goldcorp, key terms of the arrangement agreement, the status of Newmont’s due diligence investigations to date, an overview of integration plans of the combined company and the planned internal and external communication strategy. Following the management presentations, Ms. Doyle led a discussion among the directors about the proposed transaction and an executive session of independent directors regarding related matters.

On January 8 and 9, 2019, Blake Rhodes (Newmont Vice President, Corporate Development), Mark Ebel (Newmont Associate General Counsel), Randall Chatwin (Goldcorp Vice President, Assistant General Counsel) and David Stephens (Goldcorp Vice President, Corporate Development & Marketing) held a series of telephonic negotiations of certain key terms of the arrangement agreement, including a discussion of, among other terms, required regulatory approvals, representations and warranties, covenants governing activities between the time the arrangement agreement is signed and the consummation of the arrangement, the “no shop” provisions, break fees and termination provisions.

On January 9, 2019, Newmont delivered an updated draft of the arrangement agreement to Goldcorp.

On January 10 and 11, 2019, Mr. Garofalo, Mr. Attew and Mr. Stephens met with members of Newmont’s senior management team in Denver, Colorado to discuss outstanding issues on the arrangement agreement, including issues related to regulatory approvals, and also discussed communications plans related to the transaction.

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Also on January 10, 2019, Newmont delivered a draft of the form of support and voting agreement to Goldcorp and Goldcorp delivered a revised draft of the arrangement agreement to Newmont.

On January 11, 2019, Newmont delivered a revised draft of the arrangement agreement to Goldcorp and Mr. Rhodes and Mr. Ebel held further discussions with Mr. Chatwin and Mr. Stephens regarding the terms of the arrangement agreement. Over the course of the same day, representatives of Wachtell and Goodmans discussed certain key transactional terms with representatives of Osler, Hoskin & Harcourt LLP, counsel to the special committee of Goldcorp’s board of directors, and Cassels, Brock & Blackwell LLP, counsel to Goldcorp.

Between January 10 and 13, 2019, representatives of Newmont and Goldcorp, together with their respective financial and legal advisors, finalized their due diligence, the proposed terms of the arrangement agreement and advanced the ancillary documents (including the support and voting agreement) with a view to completing the negotiations and, if desirable, seeking final approval from their respective boards of directors. Over the course of this period, various drafts of the arrangement agreement were exchanged between the parties.

On January 12, 2019, Beverley Briscoe (Chair of the Special Committee of the Goldcorp board of directors), Kenneth Williamson (Chair of the Human Resources and Compensation Committee of the Goldcorp board of directors and member of the Special Committee of the Goldcorp board of directors), Charlene Ripley (Goldcorp Executive Vice President, General Counsel), Ms. Doyle, Stephen Gottesfeld (Newmont Executive Vice President and General Counsel) and representatives from Wachtell discussed certain terms of the arrangement, including anticipated change of control payments and bonuses for the 2019 fiscal year for certain employees and the allocation of responsibility for those payments.

Newmont formally executed the engagement letters with each of Citi and Goldman Sachs on January 12, 2019, and with BMOCM on January 13, 2019, drafts of which had previously been negotiated.

On January 12 and 13, 2019, Newmont’s executive leadership team prepared, together with Newmont’s legal and financial advisors, materials related to the proposed arrangement and circulated those materials to the Newmont board of directors in advance of its scheduled meeting. On January 13, 2019, the Newmont board of directors held a telephonic meeting to receive presentations from management and Newmont’s advisors and to decide whether to approve the proposed arrangement. Representatives of Wachtell and Goodmans were in attendance to offer advice to the Newmont board of directors on the potential transaction. Representatives of BMOCM, Citi and Goldman Sachs were also in attendance to present their financial analysis of the proposed transaction to the Newmont board of directors. At the meeting, management provided a presentation that summarized the material terms of the proposed arrangement, material due diligence findings and management’s evaluation of the material benefits and risks of pursuing the transaction. During the meeting, the representatives of Wachtell and Goodmans discussed key legal considerations associated with the arrangement and the duties of the Newmont board of directors in deciding whether to approve the arrangement. Representatives of Newmont’s financial advisors presented their respective financial analyses and delivered their respective oral opinions (subsequently confirmed in writing) as to the fairness to Newmont, from a financial point of view, of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement. In advance of the meeting, the Newmont board of directors was provided with customary written relationships disclosures by each of Newmont’s financial advisors, and no director expressed concern that such relationships would interfere with any of Newmont’s financial advisors’ ability to provide financial advisory services to Newmont. For a more detailed description of the opinions of Newmont’s financial advisors, see the section entitled “The Arrangement—Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors” beginning on page 66 of this proxy statement.

Following the presentations and the delivery of the oral opinions of Newmont’s financial advisors, Ms. Doyle led a discussion among the directors regarding the relative benefits and risks of the proposed transaction, which included an executive session. After weighing all of the benefits and risks associated with the arrangement and careful consideration of the information presented by management and its legal and financial advisors, the Newmont board of directors unanimously resolved, among other things, (1) that the transactions contemplated by the arrangement agreement and the plan of arrangement are advisable and fair to, and in the best interests of Newmont and its stockholders, (2) to approve and adopt the arrangement agreement, the plan of arrangement and the voting and support agreements and the transactions contemplated thereby, and (3) to recommend to Newmont stockholders the approval of the amendment proposal and the share issuance proposal.

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Throughout January 13, 2019, Newmont and Goldcorp, assisted by their respective legal and financial advisors, finalized the terms of the arrangement agreement and other transaction documents. Newmont and Goldcorp executed the arrangement agreement early in the day on January 14, 2019 and jointly announced the arrangement agreement prior to markets opening on January 14, 2019.

On February 19, 2019, Newmont and Goldcorp executed the first amendment to the arrangement agreement that, among other things, modified the treatment of options to purchase Goldcorp common shares at the effective time of the arrangement and omitted the requirement that certain approvals under competition or antitrust laws in the European Union be satisfied in order to complete the arrangement as the parties determined that no such approvals are required.

NEWMONT’S REASONS FOR THE ARRANGEMENT

At its meeting on January 13, 2019, the Newmont board of directors unanimously resolved, among other things, (1) that the transactions contemplated by the arrangement agreement and the plan of arrangement are advisable and fair to, and in the best interests of Newmont and its stockholders, (2) to approve and adopt the arrangement agreement, the plan of arrangement and the voting and support agreements and the transactions contemplated thereby, and (3) to recommend to Newmont stockholders the approval of the amendment proposal and the share issuance proposal. The Newmont board of directors unanimously recommends that the Newmont stockholders vote “FOR” each of the amendment proposal and the share issuance proposal.

In evaluating the arrangement, the Newmont board of directors consulted with and received the advice of Newmont’s management and legal and financial advisors. In reaching its decision, the Newmont board of directors evaluated, among other things, the financial effects of the arrangement on Newmont and its stockholders and the impact of the arrangement on Newmont from a strategic and operational perspective. In doing so, the Newmont board of directors considered a number of factors, including, but not limited to, the following factors, which the Newmont board of directors viewed as supporting its decision to approve and enter into the arrangement agreement and recommend that the Newmont stockholders vote “FOR” each of the increase in authorized shares resolution and the share issuance resolution.

●	Creation of the world’s leading gold company. The arrangement will combine two gold industry leaders to create an unmatched portfolio of operations, projects, exploration opportunities, reserves and people in the gold mining sector. Based on current information, Newmont Goldcorp would be, at closing, the largest gold company globally as measured by market capitalization, enterprise value, gold production and mineral reserves and mineral resources. Newmont Goldcorp will also be the only gold company included in the S&P 500.
●	Sustainable gold production. Newmont Goldcorp will manage production from 18 operating assets and a robust pipeline of development projects across various jurisdictions. Newmont Goldcorp’s proven and probable mineral reserves will support an optimized portfolio able to generate sustainable and profitable production of six to seven million gold ounces annually. This will be further supported by a robust project development pipeline that will be prioritized based on the returns and risks of each project.
●	Opportunity to participate in growth prospects of the combined company. The arrangement will allow Newmont stockholders to participate in the benefits of the combined company, including the largest pipeline of feasibility and development stage gold assets and exploration potential in highly prospective gold districts across four continents.
●	Diverse asset portfolio in favorable geographies. Newmont Goldcorp’s mineral reserves and mineral resources are located in favorable mining jurisdictions, including the United States, Australia, Canada and Ghana, which will represent approximately 21%, 18%, 15% and 10% of the mineral reserves, respectively.
●	Solid balance sheet and financial profile. Newmont Goldcorp’s enhanced financial strength and robust free cash flow generation is expected to be able to sustain an investment-grade balance sheet and, subject to board approval, an annual dividend of $0.56 per share, the highest aggregate annual dividend among senior gold producers, and allow Newmont Goldcorp the financial flexibility to invest in the highest return projects through continued disciplined capital allocation in the future.

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●	Accretive transaction. The arrangement will be immediately accretive to Newmont’s net asset value per share and cash flow per share.
●	Corporate cultures. Newmont management believes, based on interactions over many years, that Newmont and Goldcorp have similar corporate cultures and values.
●	Proven leadership team. Following the arrangement, management of Newmont Goldcorp will feature proven and experienced mining and business leaders at both the board and executive management team levels, along with diverse, high-performing teams at Newmont Goldcorp’s regional and operating sites with a proven track record of maximizing value by delivering long-life and low-cost profitable gold mining operations.
●	Synergies. The arrangement is expected to generate $100 million in annual pre-tax synergies.
●	Full Potential Continuous Improvement Program. In addition to the expected annual pre-tax synergies, the arrangement is expected to enable Newmont Goldcorp to benefit from cost and efficiency opportunities that will be pursued through Newmont Goldcorp’s proven “full potential” continuous improvement program.
●	Financial analyses and opinions. BMOCM, Citi and Goldman Sachs presented their respective financial analyses to the Newmont board of directors and also delivered their respective oral opinions, which were subsequently confirmed in writing, that as of the dates of, and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications as described in such written opinions, the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement was fair, from a financial point of view, to Newmont. For a more detailed description of the opinions of Newmont’s financial advisors, see the section entitled “The Arrangement—Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors” beginning on page 66 of this proxy statement.
●	Support of boards and management teams. The boards of directors of both companies have unanimously recommended support for the arrangement. Additionally, all of the directors and members of executive leadership team of each of Newmont and Goldcorp have entered into support and voting agreements pursuant to which they have agreed, among other things, to vote in favor of, in the case of Newmont, the increase in authorized shares resolution and the share issuance resolution, and in the case of Goldcorp, the arrangement. In the case of Newmont, these support and voting agreements relate to shares comprising approximately       % of Newmont’s issued and outstanding shares of common stock as of the record date and in the case of Goldcorp, these support agreements relate to shares comprising approximately       % of Goldcorp’s issued and outstanding common shares as of the record date.
●	Arm’s length transaction. The arrangement agreement is the result of arm’s length negotiations and includes terms and conditions that are reasonable in the judgment of the Newmont board of directors.
●	Likelihood of completion. The likelihood that the conditions to completion of the arrangement will be satisfied prior to the outside date of July 31, 2019 (as it may be extended in accordance with the arrangement agreement).
●	Exchange ratio and stock consideration. The arrangement agreement provides for a fixed exchange ratio, which will not fluctuate as a result of possible changes in the market prices of common stock of Newmont or Goldcorp common shares following the announcement of the arrangement, providing reasonable certainty as to the respective pro forma percentage ownership of Newmont by the current Newmont stockholders and Goldcorp shareholders. In addition, the substantially all-stock transaction preserves Newmont’s cash resources for operational and investment purposes.
●	Business climate and review of alternatives. After reviewing the current and prospective business climate in the precious metals mining industry, including the potential for further consolidation or acquisitions, and the benefits and risks of other strategic opportunities reasonably available to Newmont, the Newmont board of directors believes that the arrangement represents Newmont’s best prospect for maximizing stockholder value in the medium to long term.

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●	Conduct of Newmont’s business. The Newmont board of directors believes that the restrictions imposed on Newmont’s business and operations during the pendency of the arrangement are reasonable and not unduly burdensome.
●	Certain terms of the arrangement agreement. The Newmont board of directors considered certain terms of the arrangement agreement including:

○

that the arrangement agreement imposes restrictions on Goldcorp’s ability to solicit or engage in discussions or negotiations regarding certain alternative acquisition proposals for Goldcorp, which are described in the section entitled “The Arrangement Agreement and the Plan of Arrangement—No Solicitation of Alternative Transactions and Changes of Recommendation” beginning on page 112 of this proxy statement;

○	that there are limited circumstances in which the Goldcorp board of directors may terminate the arrangement agreement or change its recommendation that Goldcorp shareholders approve the arrangement;
○	that notwithstanding the limitations contained in the arrangement agreement on Newmont’s ability to solicit interest from third parties and terminate the arrangement agreement, the arrangement agreement allows Newmont to engage in discussions or negotiations regarding any unsolicited competing proposal for Newmont received prior to the meeting that constitutes or would reasonably be expected to result in a Newmont superior proposal;
○	Newmont’s right to receive a break fee of $350 million in the event that the arrangement agreement is terminated in certain circumstances; and
○	that the increase in authorized shares resolution must be approved by the affirmative vote of at least a simple majority of the outstanding shares of Newmont’s common stock, and that the share issuance resolution must be approved by a simple majority of the votes cast by Newmont stockholders who vote at the stockholder meeting.

●

Other factors. The Newmont board of directors also carefully considered the arrangement with reference to current economics, industry and market trends affecting each of Newmont and Goldcorp in the gold market, information concerning mineral reserves and mineral resources, business, operations, properties, assets, financial condition, operating results and prospects of each of Newmont and Goldcorp and the historical trading prices of the Newmont common stock and the Goldcorp common shares, taking into account the results of Newmont’s due diligence review of Goldcorp and its properties.

The Newmont board of directors also considered a variety of risks and other potentially negative factors relating to the arrangement including the following material factors:

●	the fact that the arrangement agreement provides for a fixed exchange ratio and that no adjustment will be made in the consideration to be received by Goldcorp shareholders under the arrangement as a result of a possible increase in the trading price of Newmont’s common stock following the announcement of the arrangement;
●	the potential impact on the market price of Newmont common stock and dilution of the voting interests of Newmont stockholders as a result of the issuance of the share consideration to Goldcorp shareholders;
●	the risks relating to the announcement and pendency of the arrangement and risks and costs to Newmont if the completion of the arrangement is not timely, or does not occur at all, which may be for reasons beyond the control of Newmont and/or Goldcorp, including the potential impact on the relationships between Newmont and its employees, service providers, suppliers and other third parties, as well as the potential impact on the trading prices of Newmont common stock;
●	the provisions of the arrangement agreement that restrict Newmont’s ability to solicit possibly superior transactions and the required payment by Newmont of a $650 million termination fee in the event of the termination of the arrangement agreement under specified circumstances described under “The Arrangement Agreement and the Plan of Arrangement—Termination of the Arrangement Agreement” beginning on page 117 of this proxy statement;

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●	the requirement that Newmont provide Goldcorp with an opportunity to propose revisions to the arrangement agreement prior to the Newmont board of directors being able to change its recommendation to vote in favor of the increase in authorized shares resolution and the share issuance resolution;
●	the requirement that, even if the Newmont board of directors has changed its recommendation with respect to the increase in authorized shares resolution or the share issuance resolution, Newmont must hold the special meeting and bring such resolutions for a vote at the special meeting;
●	the provisions of the arrangement agreement impose certain restrictions on the operations of Newmont until completion of the arrangement;
●	the fact that the arrangement agreement provides for the ability of the Goldcorp board of directors to, under certain circumstances, in a manner adverse to Newmont, withhold, withdraw, amend, modify or qualify its recommendation that Goldcorp shareholders approve the arrangement agreement;
●	the fact that substantial costs will be incurred by both Newmont and Goldcorp in connection with the arrangement, including financial advisory fees and legal and other advisor fees, as well as the costs of integrating the businesses of Newmont and Goldcorp;
●	the risk that management focus, employee attention and resources for other strategic opportunities, as well as employee attention to operational matters, could be diverted for an extended period of time while the parties work to complete the arrangement and integration process;
●	the challenges inherent in the combination of two business enterprises of this size and complexity, including the attendant risks that the anticipated production and operational synergies and other benefits sought to be obtained from the arrangement might not be achieved in the time frame contemplated or at all; and
●	the challenges and costs of combining regulatory and administrative operations of a U.S. company and a Canadian company, which could adversely affect the combined company’s operating results and hinder the achievement of the anticipated benefits of the arrangement.

The information and factors described above and considered by the Newmont board of directors in reaching its determinations and recommendations are not intended to be exhaustive, but include material factors considered by the Newmont board of directors. In view of the wide variety of factors considered in connection with the evaluation of the arrangement and the complexity of these matters, the Newmont board of directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Newmont board of directors may have given different weight to different factors.

RECOMMENDATIONS OF THE NEWMONT BOARD OF DIRECTORS

After careful consideration, the Newmont board of directors has determined that it is advisable and in the best interests of Newmont and its stockholders to consummate the arrangement as contemplated by the arrangement agreement. Accordingly, the Newmont board of directors unanimously recommends that Newmont stockholders vote:

●	“FOR” approval of the amendment proposal;
●	“FOR” approval of the share issuance proposal; and
●	“FOR” approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the amendment proposal or the share issuance proposal.

OPINIONS OF NEWMONT’S FINANCIAL ADVISORS TO THE NEWMONT BOARD OF DIRECTORS

Opinion of BMO Capital Markets Corp. to the Newmont Board of Directors

Newmont has engaged BMOCM to act as a financial advisor in connection with the proposed arrangement. In connection with BMOCM’s engagement, the Newmont board of directors requested that BMOCM evaluate the fairness, from a financial point of view, to Newmont of the consideration to be paid by Newmont pursuant to the terms and conditions of the arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019 (which is referred to in this section as the “arrangement agreement”). On January 13, 2019, at a meeting of

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the Newmont board of directors held to evaluate the proposed arrangement, BMOCM rendered an oral opinion, confirmed by delivery of a written opinion dated January 13, 2019, to the Newmont board of directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken described in BMOCM’s opinion, the consideration to be paid by Newmont pursuant to the terms and conditions of the arrangement agreement was fair, from a financial point of view, to Newmont.

The full text of BMOCM’s written opinion, dated January 13, 2019, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex E to this proxy statement and is incorporated into this proxy statement by reference. The description of BMOCM’s opinion set forth below is qualified in its entirety by reference to the full text of BMOCM’s opinion.BMOCM’s opinion was prepared at the request and for the benefit and use of the Newmont board of directors (in its capacity as such) in connection with its evaluation of the consideration to be paid by Newmont from a financial point of view and did not address any other terms, aspects or implications of the arrangement. BMOCM expressed no opinion as to the relative merits of the arrangement or any other transactions or business strategies discussed by the Newmont board of directors as alternatives to the arrangement or the decision of the Newmont board of directors to proceed with the arrangement, nor did BMOCM express any opinion on the structure, terms (other than the consideration to the extent specified in its opinion) or effect of any other aspect of the arrangement, including, without limitation, any Pre-Acquisition Reorganization (as defined in the arrangement agreement), any terms, aspects or implications of any voting agreement or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the arrangement or the other transactions contemplated by the arrangement agreement. BMOCM’s opinion does not constitute a recommendation as to any action the Newmont board of directors should take in connection with the arrangement or the other transactions contemplated by the arrangement agreement or any aspect thereof and is not a recommendation to any director of Newmont on how such person should vote or act with respect to the arrangement or related transactions and proposals. BMOCM’s opinion also does not constitute a recommendation to any security holder as to how such holder should vote or act with respect to the arrangement or related transactions or proposals.

For purposes of its opinion, BMOCM reviewed a draft of the arrangement agreement dated as of January 9, 2019 and assumed, with Newmont’s consent, that the final form of the arrangement agreement would not differ in any material respects from the draft provided to BMOCM. BMOCM assumed, with Newmont’s consent, that all of the conditions to the arrangement would be satisfied, that the arrangement would be consummated on the terms reflected in the arrangement agreement and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that there would not be any delays, limitations, restrictions, conditions or other actions, including any divestitures, amendments or modifications, in the course of obtaining the necessary judicial, governmental, regulatory and third party approvals, consents, releases, waivers and agreements for the arrangement or otherwise that would be meaningful in any respect to BMOCM’s analyses or opinion. In addition, BMOCM assumed, with Newmont’s consent, that the Pre-Acquisition Reorganizations and any related modifications to the arrangement would not have any effect that would be in any way meaningful to BMOCM’s analysis.

In arriving at its opinion, BMOCM reviewed, among other things:

●	a draft of the arrangement agreement dated as of January 9, 2019;
●	publicly available information concerning Newmont and Goldcorp, including Newmont’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 2018, and Goldcorp’s Annual Reports for the fiscal year ended December 31, 2017 and Quarterly Reports for the fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 2018;
●	financial and operating information with respect to the businesses, operations and prospects of Newmont furnished to BMOCM by Newmont, including financial projections of Newmont prepared by the management of Newmont (which are referred to in this section as the “Newmont forecast,” and are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”);

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●	financial and operating information with respect to the businesses, operations and prospects of Goldcorp furnished to BMOCM by Newmont and Goldcorp, including financial projections of Goldcorp prepared by the management of Goldcorp (which are referred to in this section as the “Goldcorp forecast”) and financial projections of Goldcorp reviewed, adjusted and furnished to BMOCM and approved by the management of Newmont (which are referred to in this section as the “adjusted Goldcorp forecast,” and are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”);
●	the impact of various commodity pricing assumptions on the business, prospects and forecasts of Newmont and Goldcorp;
●	the strategic rationale for, and the potential cost savings (including the amount, timing and achievability thereof) anticipated by the management of Newmont to result from, the arrangement (which are referred to in this section as the “synergies”);
●	an estimate of the intrinsic value for certain unmodelled material present within each of Newmont and Goldcorp not otherwise accounted for in the Newmont forecast or the adjusted Goldcorp forecast, as prepared by the management of Newmont and approved for BMOCM’s use by Newmont (which are referred to in this section as the “unmodelled material”);
●	a trading history of Newmont common stock and Goldcorp common shares for the 52-week period ended January 11, 2019, and a comparison of that trading history with those of other companies that BMOCM deemed relevant;
●	published estimates of equity research analysts with respect to the future financial performance and stock price targets of Newmont, Goldcorp and other companies that BMOCM deemed relevant;
●	net asset value analyses for Newmont and Goldcorp, both on a standalone basis, based on the Newmont forecast, adjusted Goldcorp forecast and other information relating to Newmont and Goldcorp referred to above;
●	the relative contributions of Newmont and Goldcorp to certain financial metrics of the pro forma combined company, based on the Newmont forecast, adjusted Goldcorp forecast and other information relating to Newmont and Goldcorp referred to above;
●	a comparison of the historical financial results and present financial condition of Newmont and Goldcorp with each other and with those of other companies that BMOCM deemed relevant;
●	public information with respect to selected transactions involving target companies BMOCM deemed relevant;
●	public information with respect to other selected publicly traded companies BMOCM deemed relevant; and
●	selected macroeconomic and other commercial factors that BMOCM deemed relevant to Newmont’s and Goldcorp’s industry and prospects.

In addition, BMOCM had discussions with the senior management of Newmont and Goldcorp concerning their view of their respective and combined company’s business, operations, assets, financial condition and prospects and undertook such other studies, analyses and investigations as BMOCM deemed appropriate.

In rendering its opinion, BMOCM assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to BMOCM by Newmont or its representatives or advisors, Goldcorp or its representatives or advisors, or obtained by BMOCM from other sources. BMOCM did not independently verify (nor assumed any obligation to verify) any such information, undertake an independent valuation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Newmont or Goldcorp and BMOCM was not furnished with any such valuation or appraisal. BMOCM did not evaluate the solvency or fair value of Newmont or Goldcorp under any state, provincial or federal laws relating to bankruptcy, insolvency or similar matters. With respect to the Newmont forecast, the adjusted Goldcorp forecast and the unmodelled material that BMOCM was directed to utilize in its analyses, BMOCM reviewed and discussed such forecasts and estimates with the management of Newmont and such management advised BMOCM, and BMOCM assumed, with Newmont’s consent and without independent investigation, that such forecasts and estimates were reasonably prepared and reflected the best available estimates and good faith judgment of the management of Newmont of the future financial performance and condition of Newmont and Goldcorp, as applicable, and the other matters covered thereby. With respect to the Goldcorp forecast, BMOCM was advised by Goldcorp, and BMOCM assumed, without independent investigation, that such forecasts were reasonably prepared and

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reflected the best available estimates and good faith judgment of the management of Goldcorp of the future financial performance and condition of Goldcorp. Furthermore, upon the advice of the management of Newmont, BMOCM assumed, with Newmont’s consent, that the synergies reviewed by BMOCM were reasonably prepared and reflected the best available estimates and good faith judgment of the management of Newmont and that such synergies would be achieved in the amounts and at the time periods indicated thereby. BMOCM expressed no opinion with respect to such forecasts or the synergies,including the assumptions on which they are based. BMOCM relied upon and assumed, with Newmont’s consent and without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of either Newmont or Goldcorp since the respective dates of the most recent financial statements and other information, financial or otherwise, that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by BMOCM incomplete or misleading. Furthermore, BMOCM did not assume any obligation to conduct, and has not conducted, any physical inspection of the properties, facilities or sites of Newmont or Goldcorp.

BMOCM’s opinion was necessarily based upon financial, economic, market and other conditions and circumstances as they existed, were disclosed to BMOCM and could be evaluated, and the information made available to BMOCM, as of the date of its opinion. BMOCM disclaimed any undertakings or obligations to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to BMOCM’s attention after the date of its opinion or to otherwise update, revise or reaffirm its opinion. BMOCM did not express any opinion as to what the value of shares of Newmont common stock actually would be when issued pursuant to the arrangement or the price or range of prices at which shares of Newmont common stock, Goldcorp common shares or any other securities may be purchased or sold, or otherwise be transferable at any time, including following the announcement or consummation of the arrangement.

BMOCM’s opinion related to the fairness, from a financial point of view, to Newmont of the consideration to be paid by Newmont pursuant to the terms and conditions of the arrangement agreement. BMOCM did not express any opinion as to the relative merits of the arrangement and any other transactions or business strategies discussed by the Newmont board of directors as alternatives to the arrangement or the decision of the Newmont board of directors to proceed with the arrangement, nor did BMOCM express any opinion on the structure, terms (other than the consideration to the extent specified in its opinion) or effect of any other aspect of the arrangement, including, without limitation, any Pre-Acquisition Reorganization, any terms, aspects or implications of any voting agreement or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the arrangement or the other transactions contemplated by the arrangement agreement. In addition, BMOCM did not express any opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any officers, directors or employees of any parties to the arrangement, or any class of such persons relative to the consideration or otherwise. BMOCM is not an expert in, and its opinion did not address, any of the legal, regulatory, tax, accounting or similar aspects of the arrangement, including, without limitation, whether or not the arrangement, any Pre-Acquisition Reorganization or the other transactions contemplated by the arrangement agreement constitute a change of control under any contract or agreement to which Newmont, Goldcorp or any of their respective affiliates is a party. BMOCM relied, with Newmont’s consent, solely on Newmont’s legal, regulatory, tax, accounting and other advisors for such matters. BMOCM’s opinion was approved by a fairness opinion committee of BMOCM.

In preparing its opinion, BMOCM performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of BMOCM’s opinion or the analyses underlying, and factors considered in connection with, BMOCM’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. BMOCM arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, BMOCM believes that the analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

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In its analyses, BMOCM considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Newmont and Goldcorp. No company or business reviewed is identical or directly comparable to Newmont or Goldcorp and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies or business segments reviewed or the results from any particular analysis.

The estimates contained in BMOCM’s analyses and the ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, BMOCM’s analyses are inherently subject to substantial uncertainty.

BMOCM was not requested to, and it did not, recommend or determine the specific consideration payable in the arrangement. The type and amount of consideration payable in the arrangement were determined through negotiations between Newmont and Goldcorp and the decision to enter into the arrangement agreement was solely that of the Newmont board of directors. BMOCM’s opinion was only one of many factors considered by the Newmont board of directors in its evaluation of the arrangement and should not be viewed as determinative of the views of the Newmont board of directors or management of Newmont with respect to the arrangement or consideration.

Material Financial Analyses

The following is a summary of the material financial analyses presented to the Newmont board of directors in connection with BMOCM’s opinion, dated January 13, 2019. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, BMOCM, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by BMOCM. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. BMOCM assumes no responsibility if future results are different from those described, whether or not any such difference is material.

For purposes of the financial analyses described below, (i) the term “implied consideration” refers, in this section, to an implied consideration of $11.46 per outstanding Goldcorp common share based on the consideration of 0.328 of a share of Newmont common stock (utilizing, for determining the implied value of the stock portion of the consideration, the closing price per share of Newmont common stock on January 11, 2019 of $34.88) and $0.02 in cash; and (ii) approximate implied per share equity value reference ranges derived for each of Newmont and Goldcorp were based on fully diluted shares outstanding (assuming among other things, the conversion of outstanding in-the-money stock options and equity awards as provided by the management of Newmont). Financial data for Newmont and Goldcorp utilized in the financial analyses described below were based on, among other things, the Newmont forecast and the adjusted Goldcorp forecast.

Approximate implied per share equity value reference ranges derived from the financial analyses described below were rounded to the nearest $0.25, other than such ranges derived from historical stock trading histories and equity research analysts’ stock price targets.

Goldcorp Financial Analyses

Goldcorp Net Asset Value Per Share Analysis

BMOCM performed a net asset value analysis for Goldcorp by calculating the estimated present value of the future unlevered, after-tax free cash flows that Goldcorp was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources, during the calendar year ending December 31, 2019 through the calendar year ending December 31, 2086 based on the adjusted Goldcorp forecast.

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The estimated present value (as of December 31, 2018) of such future unlevered, after-tax free cash flows was calculated using a discount rate of 5%, which represents the discount rate commonly used by gold mining sector equity research analysts in calculating net asset values. BMOCM then adjusted the present value of such cash flows by (i) adding the intrinsic value for Goldcorp’s unmodelled material, as estimated and provided by the management of Newmont; (ii) subtracting the present value of after-tax general and administrative costs for Goldcorp (calculated using a discount rate of 5%), as included in the adjusted Goldcorp forecast; (iii) adding or subtracting, as applicable, Goldcorp’s estimated cash and debt as at December 31, 2018, each as provided by the management of Newmont; and (iv) adding the value of Goldcorp’s equity investments as provided by the management of Newmont.

The analysis described above indicated an implied per share net asset value for Goldcorp of $9.76 (the “Goldcorp NAV per share”) as compared to $10.02, the consensus estimate for the implied per share net asset value for Goldcorp based on the median of equity research analysts’ estimates.

Goldcorp Selected Public Companies Analysis

BMOCM reviewed certain financial and stock market information relating to Goldcorp and the following seven selected publicly traded senior gold producers that BMOCM considered to be relevant from a business and financial perspective (collectively, the “BMOCM Goldcorp selected companies”):

●	Agnico Eagle Mines Limited;
●	AngloGold Ashanti Limited;
●	Barrick Gold Corporation;
●	Kinross Gold Corporation;
●	Newcrest Mining Limited;
●	Newmont Mining Corporation; and
●	Polyus PJSC.

BMOCM reviewed, among other information, closing stock prices on January 11, 2019 as a multiple of net asset value per share (“NAV per share”), and closing stock prices on January 11, 2019 as a multiple of calendar year 2019 and calendar year 2020 estimated cash flow per share. Financial data for the BMOCM Goldcorp selected companies were based on publicly available equity research analysts’ estimates, public filings and other publicly available information. Financial data of Goldcorp was based on the adjusted Goldcorp forecast.

The overall low to high NAV per share multiples and calendar year 2019 and calendar year 2020 estimated cash flow per share multiples observed for the BMOCM Goldcorp selected companies were as follows:

●	NAV per share multiples: 1.00x to 1.51x (with a median of 1.29x);
●	Calendar year 2019 estimated cash flow per share multiples: 4.1x to 12.1x (with a median of 8.0x); and
●	Calendar year 2020 estimated cash flow per share multiples: 4.0x to 9.5x (with a median of 7.8x).

BMOCM then applied such low to high NAV per share multiples and calendar year 2019 and calendar year 2020 estimated cash flow per share multiples derived from the BMOCM Goldcorp selected companies to corresponding financial data for Goldcorp.

The analysis described above indicated the following approximate implied per share equity value reference ranges for Goldcorp, as compared to the implied consideration:

Approximate Implied Per Share
Equity Value Reference Ranges Based on:				Implied Consideration
Goldcorp NAV per share		$9.75 - $14.75		$11.46
CY 2019E Cash Flow per share		$5.75 - $16.75
CY 2020E Cash Flow per share		$7.00 - $17.00

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Goldcorp Selected Transaction Analysis

BMOCM reviewed certain financial information relating to selected transactions involving gold producers with total transaction values in excess of $3 billion announced during the period from January 1, 2004 to December 31, 2018 (collectively, the “BMOCM Goldcorp selected transactions”):

Announcement Date		Acquirer		Target
September 24, 2018		Barrick Gold Corporation		Randgold Resources Limited
September 2, 2015		Wandle Holdings Limited		Polyus Gold International Limited
April 16, 2014		Agnico Eagle Mines Limited / Yamana Gold Inc.		Osisko Mining Corporation
August 2, 2010		Kinross Gold Corporation		Red Back Mining Inc.
May 4, 2010		Newcrest Mining Limited		Lihir Gold Limited
June 28, 2007		Yamana Gold Inc.		Meridian Gold, Inc.
August 31, 2006		Goldcorp Inc.		Glamis Gold Ltd.
October 31, 2005		Barrick Gold Corporation		Placer Dome Inc.

BMOCM reviewed, among other information, transaction values for the BMOCM Goldcorp selected transactions based on the consideration paid in the relevant transaction as a multiple, to the extent publicly available, of the applicable target company’s NAV per share as of the date of announcement in connection with the relevant transaction. BMOCM also reviewed, among other information, transaction values for the BMOCM Goldcorp selected transactions based on the consideration paid in the relevant transaction as a multiple, to the extent publicly available, of the applicable target company’s next fiscal year-end estimated cash flow per share as of the date of announcement in connection with the relevant transaction. Financial data for the BMOCM Goldcorp selected transactions were based on publicly available equity research analysts’ estimates, public filings and other publicly available information. Financial data of Goldcorp was based on the adjusted Goldcorp forecast.

The overall low to high NAV per share multiples and next fiscal year-end estimated cash flow per share multiples observed for the BMOCM Goldcorp selected transactions were as follows:

●	NAV per share multiples: 0.99x to 2.45x (with a median of 1.88x); and
●	Next fiscal year-end cash flow per share multiples: 9.5x to 30.3x (with a median of 20.3x).

BMOCM then applied such low and high NAV per share multiples and next fiscal year-end estimated cash flow per share multiples derived from the BMOCM Goldcorp selected transactions to corresponding financial data (as of December 31, 2018) for Goldcorp.

The analysis described above indicated the following approximate implied per share equity value reference ranges for Goldcorp, as compared to the implied consideration:

Approximate Implied Per Share
Equity Value Reference Ranges Based on:				Implied Consideration
Goldcorp NAV per share		$9.75 - $24.00		$11.46
Next Fiscal Year-End Cash Flow per share		$13.00 - $42.00

Newmont Financial Analyses

Newmont Net Asset Value Analysis

BMOCM performed a net asset value analysis for Newmont by calculating the estimated present value of the future unlevered, after-tax free cash flows that Newmont was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources, during the calendar year ending December 31, 2019 through the calendar year ending December 31, 2055 (and including one cash reclamation payment in 2056) based on the Newmont forecast.

The estimated present value (as of December 31, 2018) of such future unlevered, after-tax free cash flows was then calculated using a discount rate of 5%, which represents the discount rate commonly used by gold mining sector equity research analysts in calculating net asset values. BMOCM then adjusted the present value of such cash flows

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by (i) adding the intrinsic value for Newmont’s unmodelled material, as estimated and provided by the management of Newmont; (ii) subtracting the present value of after-tax general and administrative costs for Newmont (calculated using a discount rate of 5%), as included in the Newmont forecast; (iii) adding or subtracting, as applicable, Newmont’s estimated cash and debt as at December 31, 2018, each as provided by the management of Newmont; and (iv) adding the value of Newmont’s equity investments as provided by the management of Newmont.

The analysis described above indicated an implied per share net asset value for Newmont of $24.87 (the “Newmont NAV per share”) as compared to $23.67, the consensus estimate for the implied per share net asset value for Newmont based on the median of equity research analysts’ estimates.

Newmont Selected Public Companies Analysis

BMOCM reviewed certain financial and stock market information relating to Newmont and the following seven selected publicly traded senior gold producers that BMOCM considered to be relevant from a business and financial perspective (collectively, the “BMOCM Newmont selected companies”):

●	Agnico Eagle Mines Limited;
●	AngloGold Ashanti Limited;
●	Barrick Gold Corporation;
●	Goldcorp Inc.;
●	Kinross Gold Corporation;
●	Newcrest Mining Limited; and
●	Polyus PJSC.

BMOCM reviewed, among other information, closing stock prices on January 11, 2019 as a multiple of NAV per share and closing stock prices on January 11, 2019 as a multiple of calendar year 2019 and calendar year 2020 estimated cash flow per share. Financial data for the BMOCM Newmont selected companies was based on publicly available equity research analysts’ estimates, public filings and other publicly available information. Financial data of Newmont was based on the Newmont forecast.

The overall low to high NAV per share multiples and calendar year 2019 and calendar year 2020 estimated cash flow per share multiples observed for the BMOCM Newmont selected companies were as follows:

●	NAV per share multiples: 0.97x to 1.51x (with a median of 1.17x);
●	Calendar year 2019 estimated cash flow per share multiples: 4.1x to 12.1x (with a median of 6.3x); and
●	Calendar year 2020 estimated cash flow per share multiples: 4.0x to 9.5x (with a median of 5.9x).

BMOCM then applied such low and high NAV per share multiples and calendar year 2019 and calendar year 2020 estimated cash flow per share multiples derived from the BMOCM Newmont selected companies to corresponding financial data for Newmont.

The analysis described above indicated the following approximate implied per share equity value reference ranges for Newmont, as compared to the closing price per Newmont Share on January 11, 2019:

Approximate Implied Per Share				Newmont Share
Equity Value Reference Ranges Based on:				Closing Price
Newmont NAV per share		$24.00 - $37.75		$34.88
CY 2019E Cash Flow per share		$13.75 - $40.50
CY 2020E Cash Flow per share		$10.75 - $26.00

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Certain Informational Factors

BMOCM also observed certain additional factors that were not considered part of BMOCM’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other factors, the following:

●	the historical trading prices of Newmont common stock and Goldcorp common shares during the 52-week period ended January 11, 2019, which indicated a 52-week intraday low to high per share price range for Newmont common stock and Goldcorp common shares of $29.06 to $42.04 per share, as compared to the closing price per share of Newmont common stock on January 11, 2019 of $34.88, and $8.42 to $15.55 per share, as compared to the implied consideration of $11.46, respectively;
●	undiscounted publicly available equity research analysts’ stock price targets for Newmont common stock and Goldcorp common shares, which indicated a target price range for Newmont common stock of $30.00 to $49.00 per share, as compared to the closing price per share of Newmont common stock on January 11, 2019 of $34.88, and a target price range for Goldcorp common shares of $8.50 to $17.50 per share, as compared to the implied consideration of $11.46;
●	the transaction premiums for the BMOCM Goldcorp selected transactions relative to each target’s closing stock price as of the following periods: (i) one trading day prior to announcement; (ii) one week prior to announcement; and (iii) one month prior to announcement. BMOCM then applied the ranges of observed premiums paid to the Goldcorp common share price on the relevant date. This analysis indicated implied per share equity reference ranges of approximately $9.75 to $15.25, $9.50 to $16.00 and $9.50 to $18.00, as compared to the implied consideration of $11.46, respectively;
●	historical exchange ratios of shares of Newmont common stock and Goldcorp common shares during the following periods ended January 11, 2019: (i) the 30-day period; (ii) the 90-day period; and (iii) the 52-week period. This analysis indicated overall low to high implied exchange ratios during such periods of 0.274x to 0.294x, 0.274x to 0.351x, and 0.274x to 0.385x, as compared to the exchange ratio for the stock portion of the consideration of 0.328x, respectively;
●	the relative contributions of Newmont and Goldcorp, respectively, to the pro forma combined company based on selected metrics, including production, reserves, resources, cash flow from operations (before working capital adjustment), and free cash flow, adjusted for Newmont’s and Goldcorp’s respective capital structures (as applicable). The analysis indicated respective ranges of the overall relative contributions of Newmont and Goldcorp to the pro forma combined company based on the foregoing financial metrics of approximately 20% to 79% and 80% to 21%, respectively, and overall low to high implied exchange ratios based on the foregoing financial metrics of 0.161x to 2.448x as compared to the exchange ratio for the stock portion of the consideration of 0.328x; and
●	the potential pro forma financial effects of the arrangement on the Newmont NAV per share. This analysis indicated that the pro forma NAV per share based on the Newmont forecast and the adjusted Goldcorp forecast would be approximatively 5.7% and 9.0% accretive to Newmont NAV per share before and after giving effect to the synergies, respectively.

Miscellaneous

As the Newmont board of directors was aware, in the two years prior to the date of BMOCM’s opinion, BMOCM and/or certain of its affiliates provided, currently are providing and in the future may provide certain financial advisory, investment banking, commercial banking, corporate finance and other services unrelated to the arrangement to Newmont, Goldcorp and/or certain of their respective affiliates for which BMOCM and such

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affiliates received and may receive compensation. Specifically, from January 1, 2017 to the date of BMOCM’s opinion, BMOCM and/or certain of its affiliates provided advisory, investment banking and corporate banking services to Newmont and certain of its affiliates unrelated to the arrangement, for which services BMOCM received and/or expects to receive compensation, including having (i) acted as a co-lead arranger, joint bookrunner and co-syndication agent on the extension of Newmont’s $3 billion credit facility, (ii) acted as a lender under the credit facility, and (iii) provided certain foreign exchange and commodity trading services to Newmont, for which services described in clauses (i) through (iii) above BMOCM and its affiliates received during such two-year period aggregate fees of approximately $0.2 million from Newmont and/or its affiliates. Further, from January 1, 2017 to the date of BMOCM’s opinion, BMOCM and/or certain of its affiliates provided advisory, investment banking and corporate banking services to Goldcorp and certain of its affiliates unrelated to the arrangement, for which services BMOCM received and/or expects to receive compensation, including having (i) acted as a co-lead arranger, joint bookrunner and administrative agent on the extension of Goldcorp’s $3 billion credit facility, (ii) acted as lender under the credit facility, and (iii) provided certain foreign exchange and commodity trading services to Goldcorp, for which services described in clauses (i) through (iii) above BMOCM and its affiliates received during such two-year period aggregate fees of approximately $1.2 million from Goldcorp and/or its affiliates.

BMOCM and/or certain of its affiliates provide a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities, including without limitation, derivative securities, and financial instruments (including loans and other obligations) of, or investments in, Newmont, Goldcorp or their respective affiliates for their own account and for the accounts of customers.

Newmont selected BMOCM to act as a financial advisor in connection with the proposed arrangement because of BMOCM’s qualifications, experience, reputation and deep familiarity with Newmont and Goldcorp and their respective businesses and the mining industry. BMOCM is an internationally recognized investment banking firm and BMOCM and/or certain of its affiliates, as part of their investment banking businesses, are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, valuation for estate, corporate and other purposes.

Opinion of Citigroup Global Markets Inc. to the Newmont Board of Directors

Newmont has engaged Citi to act as its financial advisor in connection with the proposed arrangement. In connection with Citi’s engagement, the Newmont board of directors requested that Citi evaluate the fairness, from a financial point of view, of the consideration to be paid by Newmont pursuant to the arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019 (which is referred to in this section as the “arrangement agreement”). On January 13, 2019, Citi delivered a written opinion to the Newmont board of directors to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the consideration to be paid by Newmont in the arrangement was fair, from a financial point of view, to Newmont.

The full text of Citi’s written opinion, dated January 13, 2019, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex F to this proxy statement and is incorporated into this proxy statement by reference. The description of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the Newmont board of directors (in its capacity as such) in connection with its evaluation of the consideration from a financial point of view and did not address any other terms, aspects or implications of the arrangement. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Newmont to effect or enter into the arrangement, the relative merits of the arrangement as compared to any alternative business strategies that might exist for Newmont or the effect of any other transaction in which Newmont might engage. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed arrangement or otherwise.

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In arriving at its opinion, Citi:

●	reviewed a draft of the arrangement agreement dated January 13, 2019;
●	held discussions with certain senior officers, directors and other representatives and advisors of Newmont and certain senior officers and other representatives and advisors of Goldcorp concerning the businesses, operations and prospects of Newmont and Goldcorp;
●	examined certain publicly available business and financial information relating to Newmont and Goldcorp as well as (i) certain financial forecasts and other information and data relating to Newmont which were provided to and discussed with Citi by the management of Newmont (which are referred to in this section as the “Newmont forecasts,” and are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”), (ii) certain financial forecasts and other information and data relating to Goldcorp which were provided to and discussed with Citi by the management of Goldcorp (which are referred to in this section as the “Goldcorp forecasts”), (iii) certain adjustments to the Goldcorp forecasts which were provided to and discussed with Citi by the management of Newmont (which are referred to in this section as the “adjusted Goldcorp forecasts,” and are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”), (iv) information relating to the potential strategic implications and financial and operational benefits (including the amount, timing and achievability thereof) anticipated by the management of Newmont to result from the arrangement (which are referred to in this section as the “synergies”) and (v) an estimate of the intrinsic value for certain unmodelled material present within each of Newmont and Goldcorp not otherwise accounted for in the Newmont forecasts or the adjusted Goldcorp forecasts, as prepared by the management of Newmont, which were approved for Citi’s use by Newmont (which are referred to in this section as the “unmodelled material”);
●	reviewed the financial terms of the arrangement as set forth in the arrangement agreement in relation to, among other things: current and historical market prices and trading volumes of Newmont common stock and Goldcorp common shares; the historical and projected earnings, net asset values and other operating data of Newmont and Goldcorp; and the capitalization and financial condition of Newmont and Goldcorp;
●	considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the arrangement and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of Newmont and Goldcorp;
●	reviewed the impact of various commodity pricing assumptions on the business, prospects and financial forecasts of Newmont and Goldcorp;
●	evaluated certain potential pro forma financial effects of the arrangement on Newmont (which are referred to in this section as the “pro-forma effects” and are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”); and
●	conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements of Newmont and Goldcorp that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the Goldcorp forecasts, Citi was advised by the management of Goldcorp and Citi assumed that such Goldcorp forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Goldcorp as to the future financial performance of Goldcorp. With respect to the Newmont forecasts, the adjusted Goldcorp forecasts, the synergies, the unmodelled material and the pro-forma effects that the management of Newmont directed Citi to utilize in its analyses, Citi was advised by the management of Newmont and Citi assumed, with Newmont’s consent, that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Newmont as to, and are a reasonable basis upon which to evaluate, the future financial performance of Goldcorp and Newmont, the strategic implications and financial and operational benefits (including the amount, timing and achievability thereof)

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anticipated by the management of Newmont to result from the arrangement and the other matters covered thereby. Citi expressed no opinion as to any financial and other information or data (or underlying assumptions on which any such financial and other information or data are based) provided to or otherwise reviewed by or discussed with Citi and Citi assumed, with Newmont’s consent, that the financial results (including the synergies and pro-forma effects) reflected in the Newmont forecasts, the adjusted Goldcorp forecasts and such other information and data would be realized in the amounts and at the times projected.

Citi assumed, with Newmont’s consent, that the arrangement would be consummated in accordance with its terms and in compliance with all applicable laws and other requirements, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary judicial, regulatory or third party approvals, consents, orders, agreements, permissions and releases for the arrangement, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Goldcorp or Newmont or the contemplated benefits to Newmont of the arrangement. Citi also assumed, with Newmont’s consent, that the Pre-Acquisition Reorganizations (as defined in the arrangement agreement) and any related modifications to the arrangement would not have any effect that would be in any way meaningful to its analysis. Representatives of Newmont advised Citi, and Citi further assumed, that the final terms of the arrangement agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make nor was it provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Newmont or Goldcorp and Citi did not make any physical inspection of the properties or assets of Newmont or Goldcorp.

Citi’s opinion did not address the underlying business decision of Newmont to effect or enter into the arrangement, the relative merits of the arrangement as compared to any alternative business strategies that might exist for Newmont or the effect of any other transaction in which Newmont might engage. Citi did not express any view or opinion as to the actual value of Newmont common stock or any other securities when issued, redeemed or acquired in connection with the arrangement or the prices at which Goldcorp common shares, Newmont common stock or any other securities would trade or otherwise be transferable at any time, including following the announcement or consummation of the arrangement. Citi’s opinion did not address any terms (other than the consideration to the extent expressly specified therein) or other aspects or implications of the arrangement, including, without limitation, the form or structure of the arrangement or any Pre-Acquisition Reorganization or any terms, aspects or implications of any voting agreement or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the arrangement. Citi did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters and Citi relied, with Newmont’s consent, upon the assessments of representatives of Newmont as to such matters. Citi also did not express a view as to, and Citi’s opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other payments or benefits to any officers, directors or employees of any party to the arrangement, or any class of such persons, relative to the consideration or otherwise. Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing and disclosed to Citi, as of the date of its opinion. Although subsequent developments may have affected Citi’s opinion, Citi had no obligation to update, revise or reaffirm its opinion. The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s opinion nor the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Citi believes that the analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Newmont and Goldcorp. No company, business or transaction reviewed is identical or directly comparable to Newmont or Goldcorp or the arrangement and an evaluation of these analyses is not entirely mathematical; rather, the analyses

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involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, business segments or transactions reviewed or the results from any particular analysis.

The estimates contained in Citi’s analyses and the ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the arrangement. The type and amount of consideration payable in the arrangement were determined through negotiations between Newmont and Goldcorp and the decision to enter into the arrangement agreement was solely that of the Newmont board of directors. Citi’s opinion was only one of many factors considered by the Newmont board of directors in its evaluation of the arrangement and should not be viewed as determinative of the views of the Newmont board of directors or Newmont management with respect to the arrangement or the consideration.

Material Financial Analyses

The following is a summary of the material financial analyses prepared and reviewed with the Newmont board of directors in connection with Citi’s opinion, dated January 13, 2019. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Citi assumes no responsibility if future results are different from those described, whether or not any such difference is material.

For purposes of the financial analyses described below, (i) the term “P/NAV,” in this section, refers to the ratio of price to net asset value of a company as determined by calculating the net present value of future cash flows (adjusted for the current capital structure of the company, including the impact of debt and cash and cash equivalents) available to the equity shareholders of the company, (ii) the term “EBITDA,” in this section, refers to earnings before interest, taxes, depreciation and amortization, (iii) the term “implied consideration,” in this section, refers to an implied consideration of $11.46 per outstanding Goldcorp common share based on the consideration of $0.02 in cash and 0.3280 of a Newmont Share (utilizing, for determining the implied value of the stock portion of the consideration, the closing price per Newmont Share on January 11, 2019 of $34.88), and (iv) approximate implied per share equity value reference ranges derived for each of Goldcorp, Newmont and the pro forma combined company were based on the number of fully diluted shares outstanding (assuming, among other things, the conversion of outstanding in-the-money equity awards) as set forth in the arrangement agreement. Financial data for Newmont and Goldcorp utilized in the financial analyses described below were based on, among other things, the adjusted Goldcorp forecasts, the Newmont forecasts and the unmodelled material.

Approximate implied per share equity value reference ranges derived for each of Goldcorp and Newmont on a standalone basis may not be reflective of Goldcorp’s and Newmont’s relative values.

Goldcorp Financial Analyses

Goldcorp NAV Analysis

Citi performed a net asset value analysis of Goldcorp based on the adjusted Goldcorp forecasts, public filings and other publicly available information. An implied aggregate reference range for the net asset value of Goldcorp was derived by calculating the present value (as of December 31, 2018) of the unlevered, after-tax free cash flows that Goldcorp was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources, during the fiscal year beginning January 1, 2019 through the full fiscal year ending

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December 31, 2086, based on the adjusted Goldcorp forecasts, using a selected range of real discount rates of 4.2% to 4.9%. In performing its analysis, Citi adjusted the present value of such estimated cash flows to take into account the estimated intrinsic value of Goldcorp’s unmodelled material and Goldcorp’s estimated net debt, as of December 31, 2018, and equity investment value, as of January 11, 2019, each as provided by the management of Newmont or, with respect to the equity investment value, based on publicly available information that Citi was directed to use by the management of Newmont.

Based on the above-described analysis, Citi derived a range of implied values per Goldcorp common share as of December 31, 2018 of $9.92 to $11.02, as compared to the implied consideration of $11.46.

Goldcorp Selected Public Companies Analysis

Citi reviewed and compared certain financial and stock market information for Goldcorp to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the gold mining industry (collectively, the “Citi Goldcorp selected companies”):

●	Agnico Eagle Mines Limited;
●	AngloGold Ashanti Limited;
●	Barrick Gold Corporation;
●	Goldcorp Inc.;
●	Kirkland Lake Gold Ltd.;
●	Newcrest Mining Limited; and
●	Newmont Mining Corporation.

Citi selected the Citi Goldcorp selected companies based on its professional judgment and experience. Although none of the Citi Goldcorp selected companies (with the exception of Goldcorp itself) are directly comparable to Goldcorp, the companies were selected because they are publicly traded companies with operations or businesses that for purposes of analysis may be considered similar to certain operations of Goldcorp.

With respect to each of the Citi Goldcorp selected companies, Citi calculated each such company’s P/NAV ratio.

Financial data of the Citi Goldcorp selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The overall low to high P/NAV ratios observed for the Citi Goldcorp selected companies were 1.0x to 1.7x. Citi then applied a selected range of P/NAV ratios of 1.0x to 1.7x, derived from the Citi Goldcorp selected companies and based on Citi’s professional judgment and experience, to $9.76, the per share net asset value implied for Goldcorp using the same methodology described above in Goldcorp NAV Analysis, but using the research analysts’ real discount rate of 5% in lieu of the selected range of real discount rates described therein, to obtain an implied per share equity value reference range. This analysis indicated the following implied per share equity value reference range for Goldcorp, as compared to the implied consideration:

Implied Per Share Equity Value Reference Range Based On P/NAV Ratio:		Implied Consideration
$9.76 – $16.59		$11.46

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Goldcorp Selected Transactions Analysis

Using public filings and publicly available information, Citi reviewed financial data for the four selected transactions set forth in the table below (collectively, the “Citi Goldcorp selected transactions”). The Citi Goldcorp selected transactions were selected because they involved companies within the gold mining industry which, based on Citi’s experience with mergers and acquisitions, had certain financial, operational or business characteristics that, in Citi’s view, made them sufficiently comparable to Goldcorp, Newmont and the arrangement or otherwise relevant for purposes of the comparison.

For each of the Citi Goldcorp selected transactions, Citi reviewed the P/NAV ratio based on the aggregate consideration paid to the shareholders in each transaction and research analysts’ estimates for the net asset value at the time of the announcement of each such transaction.

Financial data of the Citi Goldcorp selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information. The Citi Goldcorp selected transactions reviewed were as follows:

Announcement Date		Buyer		Target
September 24, 2018		Barrick Gold Corporation		Randgold Resources Limited
April 13, 2015		Alamos Gold Inc.		AuRico Gold Inc.
February 9, 2015		Tahoe Resources Inc.		Rio Alto Mining Limited
April 16, 2014		Agnico Eagle Mines Limited / Yamana Gold Inc.		Osisko Mining Corporation

The overall low to high P/NAV ratios observed for the Citi Goldcorp selected transactions were 1.1x to 1.5x. Citi then applied a selected range of P/NAV ratios of 1.1x to 1.5x, derived from the Citi Goldcorp selected transactions and based on Citi’s professional judgment and experience, to $9.76, the per share net asset value implied for Goldcorp using the same methodology described above in Goldcorp NAV Analysis, but using the research analysts’ real discount rate of 5% in lieu of the selected range of real discount rates described therein, to obtain an implied per share equity value reference range. This analysis indicated the following implied per share equity value reference range for Goldcorp, as compared to the implied consideration:

Implied Per Share Equity Value Reference Range Based On P/NAV Ratio:		Implied Consideration
$10.74 – $14.64		$11.46

Newmont Financial Analysis

Newmont NAV Analysis

Citi performed a net asset value analysis of Newmont based on the Newmont forecasts, public filings and other publicly available information. An implied aggregate reference range for the net asset value of Newmont was derived by calculating the present value (as of December 31, 2018) of the unlevered, after-tax free cash flows that Newmont was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources, during the fiscal year beginning January 1, 2019 through the full fiscal year ending December 31, 2055 (and including one cash reclamation payment in 2056), based on the Newmont forecasts, using a selected range of real discount rates of 4.6% to 5.3%. In performing its analysis, Citi adjusted the present value of such estimated cash flows to take into account the estimated intrinsic value of Newmont’s unmodelled material and Newmont’s estimated net debt, as of December 31, 2018, and equity investment value, as of January 11, 2019, each as provided by the management of Newmont or, with respect to the equity investment value, based on publicly available information that Citi was directed to use by the management of Newmont.

Based on the above-described analysis, Citi derived a range of implied values per share of Newmont common stock as of December 31, 2018 of $24.21 to $25.84, as compared to $34.88, the Newmont Share closing price on January 11, 2019.

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Newmont Selected Public Companies Analysis

Citi reviewed and compared certain financial and stock market information for Newmont to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the gold mining industry (collectively, the “Citi Newmont selected companies”):

●	Agnico Eagle Mines Limited;
●	AngloGold Ashanti Limited;
●	Barrick Gold Corporation;
●	Goldcorp Inc.;
●	Kirkland Lake Gold Ltd.;
●	Newcrest Mining Limited; and
●	Newmont Mining Corporation.

Citi selected the Citi Newmont selected companies based on its professional judgment and experience. Although none of the Citi Newmont selected companies (with the exception of Newmont itself) are directly comparable to Newmont, the companies were selected because they are publicly traded companies with operations or businesses that for purposes of analysis may be considered similar to certain operations of Newmont.

With respect to each of the Citi Newmont selected companies, Citi calculated each such company’s P/NAV ratio.

Financial data of the Citi Newmont selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The overall low to high P/NAV ratios observed for the Citi Newmont selected companies were 1.0x to 1.7x. Citi then applied selected ranges of P/NAV ratios of 1.0x to 1.7x, derived from the Citi Newmont selected companies and based on Citi’s professional judgment and experience, to $24.87, the per share net asset value implied for Newmont using the same methodology described above in Newmont NAV Analysis, but using the research analysts’ real discount rate of 5% in lieu of the selected range of real discount rates described therein, to obtain an implied per share equity value reference range. This analysis indicated the following implied per share equity value reference range for Newmont, as compared to the Newmont Share closing price on January 11, 2019:

Implied Per Share Equity Value Reference Range Based On P/NAV Ratio:		Newmont Share Closing Price (on January 11, 2019)
$24.87 – $42.28		$34.88

Certain Additional Information

Citi also observed certain additional factors that were not considered part of Citi’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other factors, the following:

●	historical trading prices of Goldcorp common shares during the 52-week period ended January 11, 2019, which indicated low to high intra-day prices for Goldcorp common shares during such period of approximately $8.42 to $15.55 per share;
●	historical trading prices of Newmont common stock during the 52-week period ended January 11, 2019, which indicated low to high intra-day prices for Newmont common stock during such period of approximately $29.06 to $42.04 per share;
●	undiscounted publicly available research analysts’ price targets for Goldcorp common shares, which indicated standalone price targets for Goldcorp common shares of $8.50 to $17.50 per share, with a median of $13.14 per share (with such price targets reported in Canadian Dollars converted to US Dollars using the conversion rate on the date of the respective research publication);
●	undiscounted publicly available research analysts’ price targets for Newmont common stock, which indicated standalone price targets for Newmont common stock of $30.00 to $49.00 per share, with a median of $38.00 per share;

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●	the range of implied values per Goldcorp common share as of December 31, 2018, using the same methodology described above in Goldcorp NAV Analysis, but using the research analyst consensus real discount rate of 5% in lieu of the selected range of real discount rates described therein, as well as research analysts’ estimates for other macro-level forecasts including, but not limited to, foreign exchange rates and commodities prices, of $10.77 to $11.99;
●	the range of implied values per Newmont Share as of December 31, 2018, using the same methodology described above in Newmont NAV Analysis, but using the research analyst consensus real discount rate of 5% in lieu of the selected range of real discount rates described therein, as well as research analysts’ estimates for other macro-level forecasts including, but not limited to, foreign exchange rates and commodities prices, of $24.98 to $26.62;
●	the range of exchange ratios implied by the range of implied values per Goldcorp common share and per share of Newmont common stock as of December 31, 2018 (based on the Goldcorp NAV analysis and the Newmont NAV analysis described above) of 0.3839x to 0.4552x, and the range of exchange ratios implied by the range of implied per share equity values for Goldcorp and Newmont (based on the Goldcorp selected public companies analysis and the Newmont selected public companies analysis described above) of 0.2308x to 0.6671x, in both cases, as compared to the exchange ratio for the stock portion of the consideration of 0.3280x; and
●	relative contributions of Newmont and Goldcorp to the pro forma combined company’s (i) implied equity value, (ii) implied net asset value, (iii) implied firm value, (iv) calendar years 2018 through 2022 expected EBITDA, (v) calendar years 2018 through 2022 expected operating cash flows, and (vi) calendar years 2018 through 2022 expected free cash flows, based on the adjusted Goldcorp forecasts and the Newmont forecasts. Citi observed overall low to high implied exchange ratios based on the foregoing financial metrics of 0.0696x to 1.2293x, where such exchange ratio was able to be calculated, as compared to the exchange ratio for the stock portion of the consideration of 0.3280x.

Miscellaneous

Newmont has agreed to pay Citi for its services in connection with the proposed arrangement an aggregate fee of $17 million, of which $4 million was payable upon delivery of Citi’s opinion and $13 million is payable contingent upon consummation of the arrangement. In addition, Newmont has agreed to reimburse Citi for certain expenses and to indemnify Citi against certain liabilities arising out of Citi’s engagement.

As the Newmont board of directors was aware, Citi and its affiliates in the past have provided, and are currently providing, services to Newmont unrelated to the proposed arrangement, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, since January 1, 2017, (i) in May 2017, having acted as co-syndication agent, joint lead arranger, joint bookrunner and a lender with committed capital under Newmont’s $3 billion revolving credit facility and (ii) having provided treasury, trade solutions, market and securities services to Newmont. During the period from January 1, 2017 to the date of its opinion, Citi has received compensation for financial advisory and/or underwriting services provided by its Investment Banking division directly to Newmont and/or its affiliates of approximately $0.21 million. In addition, Citi and its affiliates in the past have provided, and are currently providing, services to Goldcorp unrelated to the proposed arrangement, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, since January 1, 2017, (i) in June 2017, having acted as a lender with committed capital in connection with the extension of the term of Goldcorp’s existing $3 billion revolving credit facility and (ii) having provided treasury, trade solutions, market and securities services to Goldcorp. During the period from January 1, 2017 to the date of its opinion, Citi has received compensation for financial advisory and/or underwriting services provided by its Investment Banking division directly to Goldcorp and/or its affiliates of approximately $0.02 million. In the ordinary course of Citi’s business, Citi and its affiliates may actively trade or hold the securities of Newmont and Goldcorp for Citi’s own account or for the account of Citi’s customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Newmont, Goldcorp and their respective affiliates.

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Newmont selected Citi to act as financial advisor in connection with the proposed arrangement because of Citi’s qualifications, experience, reputation and deep familiarity with Newmont and Goldcorp and their respective businesses and the mining industry. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Opinion of Goldman Sachs & Co. LLC to the Newmont Board of Directors

Goldman Sachs rendered its opinion to the Newmont board of directors that, as of January 14, 2019 and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019 (which is referred to in this section as the “arrangement agreement”) was fair from a financial point of view to Newmont.

The full text of the written opinion of Goldman Sachs, dated January 14, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Newmont board of directors in connection with its consideration of the arrangement and such opinion is not a recommendation as to how any holder of Newmont common stock should vote with respect to such arrangement or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

●	the arrangement agreement;
●	annual reports to stockholders and Annual Reports on Form 10-K of Newmont for the five years ended December 31, 2017;
●	annual reports to shareholders and the Annual Information Forms of Goldcorp for the five years ended December 31, 2017;
●	certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Newmont;
●	certain interim reports to shareholders of Goldcorp;
●	certain other communications from Newmont to its stockholders and from Goldcorp to its shareholders;
●	certain publicly available research analyst reports for Newmont and Goldcorp;
●	certain internal financial analyses and forecasts for Goldcorp prepared by its management;
●	certain internal financial analyses and forecasts for Newmont, certain financial analyses and forecasts for Goldcorp, and certain internal financial analyses and forecasts for Newmont pro forma for the arrangement, in each case, as prepared by the management of Newmont and approved for Goldman Sachs’ use by Newmont (which are referred to in this section as the “forecasts,” and which are further described in the section titled “The Arrangement—Summary of Certain Newmont Financial Projections”);
●	certain cost savings and operating synergies projected by the management of Newmont to result from the transactions contemplated by the arrangement, as approved for Goldman Sachs’ use by Newmont (which are referred to in this section as the “synergies”); and
●	an estimate of the intrinsic value for the certain unmodelled material present within each of Newmont and Goldcorp not otherwise accounted for in the forecasts, as prepared by the management of Newmont and approved for Goldman Sachs’ use by Newmont (which are referred to in this section as the “unmodelled material”).

Goldman Sachs also held discussions with members of the senior managements of Newmont and Goldcorp regarding their assessment of the past and current business operations, financial condition and future prospects of Goldcorp and with the members of senior management of Newmont regarding their assessment of the past and current business operations, financial condition and future prospects of Newmont and the strategic rationale for, and

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the potential benefits of, the arrangement; reviewed the reported price and trading activity for the Newmont common stock and the Goldcorp common shares; compared certain financial and stock market information for Newmont and Goldcorp with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain business combinations; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with Newmont’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Newmont’s consent that the forecasts, the synergies and the unmodelled material were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Newmont. Goldman Sachs did not make an independent evaluation, appraisal or geological or technical assessment of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Newmont or Goldcorp or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all judicial, governmental, regulatory or other consents and approvals necessary for the consummation of the arrangement will be obtained without any adverse effect on Newmont or Goldcorp or on the expected benefits of the arrangement in any way meaningful to its analysis. Goldman Sachs also assumed that the arrangement will be consummated on the terms set forth in the arrangement agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. Goldman Sachs also has assumed, with Newmont’s consent, that the Pre-Acquisition Reorganizations (as defined in the arrangement agreement) and any related modifications to the arrangement will not have any effect that would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Newmont to engage in the arrangement, or the relative merits of the arrangement as compared to any strategic alternatives that may be available to Newmont; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to Newmont, as of the date of the opinion, of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement. Goldman Sachs’ opinion does not express any view on, and its opinion does not address, any other term or aspect of the arrangement agreement or arrangement or any term or aspect of any other agreement or instrument contemplated by the arrangement agreement or entered into or amended in connection with the arrangement, including any Pre-Acquisition Reorganization, the fairness of the arrangement to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Newmont; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Newmont or Goldcorp, or any class of such persons in connection with the arrangement, whether relative to the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which Newmont common stock will trade at any time or as to the impact of the arrangement on the solvency or viability of Newmont or Goldcorp or the ability of Newmont or Goldcorp to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Newmont board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 11, 2019, the last completed trading day before the public announcement of the arrangement, and is not necessarily indicative of current market conditions.

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Analysis of Implied Premia and Multiples

Goldman Sachs calculated and compared certain premia and multiples using the closing price for Newmont common stock on January 11, 2019, the last completed trading day before public announcement of the arrangement, and the implied value of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement based on 0.3280 of a Newmont Share and $0.02 in cash.

Goldman Sachs calculated the implied value of the consideration as equal to $11.46 per Goldcorp common share by adding (a) the product of $34.88, the closing price for Newmont common stock on January 11, 2019, multiplied by 0.3280 of a share of Newmont common stock (such product deriving an implied value of the stock portion of the consideration of $11.44) plus (b) $0.02, the cash portion of the consideration.

Goldman Sachs calculated and compared the following:

●

the implied premia represented by the implied value of the consideration, calculated by adding (a) the product of the closing price, volume-weighted average trading price (“VWAP”) or average trading price of shares of Newmont common stock for the relevant date or period and 0.3280 of a share of Newmont common stock plus (b) $0.02, the cash portion of the consideration, relative to

○	$9.69, the closing price for Goldcorp common shares on January 11, 2019,
○	$9.61, the VWAP of Goldcorp common shares over the 5-trading day period ended January 11, 2019,
○	$9.69, the VWAP of Goldcorp common shares over the 10-trading day period ended January 11, 2019,
○	$9.57, the VWAP of Goldcorp common shares over the 20-trading day period ended January 11, 2019,
○	$12.03, the implied trading price of Goldcorp common shares using the average exchange ratio between Goldcorp and Newmont and the average trading price of Newmont common stock over the one year period ended January 11, 2019,
○	$14.15, the implied trading price of Goldcorp common shares using the average exchange ratio between Goldcorp and Newmont and the average trading price of Newmont common stock over the three year period ended January 11, 2019, and
○	$18.09, the implied trading price of Goldcorp common shares using the average exchange ratio between Goldcorp and Newmont and the average trading price of Newmont common stock over the five year period ended January 11, 2019;

●	the $11.46 implied value of the consideration per Goldcorp common share as a multiple of the net asset value per share for Goldcorp, referred to as “P/NAV” in this section, calculated using the illustrative net asset value per Goldcorp common share implied in the Illustrative Net Asset Value Analysis described below (using a discount rate of 5%, reflecting the discount rate commonly used by gold mining sector equity research analysts in calculating net asset values), and using the median net asset value estimate for Goldcorp published in available broker research;
●	the $11.46 implied value of the consideration per Goldcorp common share as a multiple of the estimated cash flow per share (“P/CFPS”) for the calendar years 2019 and 2020, calculated using the cash flow per share estimates for Goldcorp for such years in the forecasts, and using the median cash flow per share estimates for Goldcorp from available broker research as of January 11, 2019; and
●	the $12,476 million implied enterprise value of Goldcorp, which is the value of common equity based on the $11.46 implied value of the consideration per Goldcorp common share plus the book value of debt less cash and cash equivalents, as a multiple of estimated earnings before interest, taxes and depreciation and amortization, or EBITDA (“EV/EBITDA”), for the calendar years 2019 and 2020, calculated using EBITDA estimates for Goldcorp for such years in the forecasts, and using the median EBITDA estimates for Goldcorp for such years published by the Institutional Broker Estimate System (“IBES”) as of January 11, 2019.

All trading prices of Newmont common stock and Goldcorp common shares were as reported by the NYSE.

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The results of these calculations and comparisons were as follows:

Implied Premium of Consideration of 0.3280 of a Newmont Share		Implied
(for the relevant date or time period) plus $0.02 to:		Premium (Discount)
January 11, 2019 Goldcorp Closing Price of $9.69			18.3	%
5-Day VWAP of $9.61			17.4	%
10-Day VWAP of $9.69			16.5	%
20-Day VWAP of $9.57			17.0	%
1-Year Average Price of $12.03			(1.9	)%
3-Year Average Price of $14.15			(18.9	)%
5-Year Average Price of $18.09			(45.7	)%
$11.46 Implied Value of Consideration Per Goldcorp Common Share as Multiple of:			Multiple
P/NAV (Available Broker median)			1.14x
P/NAV (Forecasts)			1.17x
2019 P/CFPS (Available Broker median)			6.3x
2020 P/CFPS (Available Broker median)			5.5x
2019 P/CFPS (Forecasts)			8.3x
2020 P/CFPS (Forecasts)			6.4x
$12,476 Million Implied Enterprise Value as Multiple of:			Multiple
2019 EV/EBITDA (IBES median)			6.8x
2020 EV/EBITDA (IBES median)			6.1x
2019 EV/EBITDA (Forecasts)			8.3x
2020 EV/EBITDA (Forecasts)			8.3x

Selected Companies Analysis

Goldman Sachs reviewed and compared certain financial information for Newmont and Goldcorp to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the gold mining industry (collectively referred to as the selected companies):

●	Primary Selected Companies:

○	Agnico Eagle Mines Limited;
○	Barrick Gold Corporation; and
○	Newcrest Mining Limited.

●	Secondary Selected Companies:

○	AngloGold Ashanti Limited;
○	Gold Fields Limited;
○	Kinross Gold Corporation;
○	Kirkland Lake Gold Ltd.; and
○	Yamana Gold Inc.

Although none of the selected companies is directly comparable to Newmont or Goldcorp, the companies included were chosen because they are publicly traded companies with a minimum market capitalization of $2.5 billion and with operations that for purposes of analysis may be considered similar to certain operations of Newmont and Goldcorp.

Goldman Sachs also calculated and compared various financial multiples and ratios based on financial data as of January 11, 2019, information it obtained from SEC filings, available broker research, and IBES estimates. The multiples and ratios of Newmont were calculated using the closing price for shares of Newmont common stock on January 11, 2019 and the multiples and ratios of Goldcorp were calculated using the closing price for Goldcorp common shares on January 11, 2019. The multiples and ratios of Newmont and Goldcorp were calculated using

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available broker research and/or IBES estimates. The multiples and ratios for each of the selected companies were based on the most recent publicly available information, available broker research and/or IBES estimates. With respect to the selected companies, Goldman Sachs calculated:

●	multiples of the closing market price to the estimated net asset value;
●	multiples of price to estimated cash flow per share for calendar years 2019 and 2020; and
●	multiples of enterprise value to EBITDA for calendar years 2019 and 2020.

The results of these analyses are summarized as follows:

Primary

Secondary

Selected Companies

Selected Companies

Multiple

Range

Median

Range

Median

Newmont

Goldcorp

P/NAV

1.17x-1.51x

1.5

x

0.94x-1.77x

1.1

x

1.47

x

0.97

x

P/CFPS (2019E)

8.2x-12.1

9.5

x

3.4x-11.6x

4.6

x

9.0

x

5.6

x

P/CFPS (2020E)

8.4x-9.5x

9.4

x

3.2x-9.8x

4.0

x

9.4

x

4.9

x

EV/EBITDA (2019E)

7.7x-11.5x

8.2

x

3.7x-9.5x

5.1

x

8.1

x

5.9

x

EV/EBITDA (2020E)

7.8x-9.0x

8.3

x

3.6x-7.5x

4.9

x

8.5

x

5.3

x

Illustrative Present Value of Future Share Price Analysis

Illustrative Present Value of Future Share Price Analysis—Newmont Standalone

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Newmont Share on a stand-alone basis, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s financial multiples. For this analysis, Goldman Sachs used the forecasts for each of the fiscal years 2020 to 2023. Goldman Sachs first calculated the implied values per Newmont Share as of December 31 for each of the fiscal years 2019 to 2022 by applying price to one-year forward cash flow per share multiples of 8.0x to 10.0x to cash flow per Newmont Share estimates for each of the fiscal years 2020 to 2023. This illustrative range of multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current cash flow per share multiples for Newmont and the primary selected companies. Goldman Sachs then discounted the implied values per share back to December 31, 2018 using an illustrative discount rate of 4.5%, reflecting an estimate of Newmont’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $23.52 to $35.29 per Newmont Share.

Illustrative Present Value of Future Share Price Analysis—Newmont Pro Forma

Goldman Sachs also performed an illustrative analysis of the implied present value of an illustrative future value per Newmont Share on a pro forma basis for the combined company. For this analysis, Goldman Sachs used the forecasts for each of the fiscal years 2020 to 2023 and took into account the estimated synergies provided by Newmont management. Goldman Sachs first calculated the implied values per share of Newmont common stock on a pro forma basis as of December 31 for each of the fiscal years 2019 to 2022 by applying the price to one-year forward cash flow per share multiples of 8.0x to 10.0x described above to cash flow per share of Newmont common stock estimates on a pro forma basis for each of the fiscal years 2020 to 2023. Goldman Sachs then discounted the implied values per share back to December 31, 2018 using an illustrative discount rate of 5.0%, reflecting an estimate of the pro forma combined company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain combined company-specific inputs, including a beta for the combined company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $28.98 to $42.61 per share of Newmont common stock on a pro forma basis for the combined company.

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Illustrative Net Asset Value Analysis

Illustrative Net Asset Value Analysis—Newmont Standalone

Using the forecasts, Goldman Sachs performed an illustrative net asset value analysis of Newmont. Goldman Sachs calculated indications of the present value of the unlevered, after-tax future cash flows that Newmont was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources (excluding Newmont’s unmodelled material) during the fiscal year beginning January 1, 2019 through the full fiscal year ending December 31, 2055 (and including one cash reclamation payment in 2056), as reflected in the forecasts. Using discount rates ranging from 4.0% to 5.0%, reflecting an estimate of Newmont’s weighted average cost of capital, Goldman Sachs discounted to present value, as of December 31, 2018, estimates of such unlevered, after-tax future cash flows for Newmont. Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including Newmont’s target capital structure weightings, the cost of long-term debt, and a beta for Newmont, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then calculated indications of Newmont’s illustrative net asset value by adding to the illustrative discounted unlevered, after-tax future cash flows the estimated intrinsic value of Newmont’s unmodelled material and the value of Newmont’s equity investments as of January 11, 2019 and then subtracting Newmont’s net debt as of December 31, 2018 (each of which was provided by the management of Newmont or, with respect to the value of part of Newmont’s equity investments, based on publicly available information, and approved for Goldman Sachs’ use by Newmont). This analysis implied an illustrative range of net asset values per Newmont Share from $24.94 to $27.19.

Illustrative Net Asset Value Analysis—Goldcorp Standalone

Using the forecasts, Goldman Sachs performed an illustrative net asset value analysis of Goldcorp. Goldman Sachs calculated indications of the present value of the unlevered, after-tax future cash flows that Goldcorp was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources (excluding Goldcorp’s unmodelled material) during the fiscal year beginning January 1, 2019 through the full fiscal year ending December 31, 2086, as reflected in the forecasts. Using discount rates ranging from 4.5% to 5.5%, reflecting an estimate of Goldcorp’s weighted average cost of capital, Goldman Sachs discounted to present value, as of as of December 31, 2018, estimates of such unlevered, after-tax future cash flows for Goldcorp. Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including Goldcorp’s target capital structure weightings, the cost of long-term debt, and a beta for Goldcorp, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then calculated indications of Goldcorp’s illustrative net asset value by adding to the illustrative discounted unlevered, after-tax future cash flows the estimated intrinsic value of Goldcorp’s unmodelled material and the value of Goldcorp’s equity investments as of January 11, 2019 and then subtracting Goldcorp’s net debt as of December 31, 2018 (each of which was provided by the management of Newmont or, with respect to the value of part of Goldcorp’s equity investments, based on publicly available information, and approved for Goldman Sachs’ use by Newmont). This analysis implied an illustrative range of net asset values per Goldcorp common share from $9.10 to $10.49. Goldman Sachs then applied an illustrative range of multiples of 1.1x to 1.5x (based on the P/NAV trading range of the primary selected companies described above) to $9.76, the illustrative net asset value per Goldcorp common share calculated using a discount rate of 5%, reflecting the discount rate commonly used by gold mining sector equity research analysts in calculating net asset values, to produce an illustrative range of implied per share equity values for Goldcorp common shares of $10.74 to $14.64.

Illustrative Discounted Cash Flow Analysis

Illustrative Discounted Cash Flow Analysis—Newmont Standalone

Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Newmont. Using discount rates ranging from 4.0% to 5.0%, reflecting estimates of Newmont’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2018 (i) estimates of unlevered free cash flow for Newmont for the years 2019 through 2028 as reflected in the forecasts and (ii) a range of illustrative terminal values for Newmont, which were calculated by applying exit terminal year EV/EBITDA multiples ranging from 6.0x to

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8.0x to a terminal year estimate of EBITDA to be generated by Newmont, as reflected in the forecasts (which analysis implied perpetuity growth rates ranging from (5.4)% to (2.3)%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EV/EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Newmont and the primary selected companies. Goldman Sachs derived ranges of illustrative enterprise values for Newmont by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Newmont the amount of Newmont’s net debt as of December 31, 2018, as provided by the management of Newmont, to derive a range of illustrative equity values for Newmont. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Newmont, as provided by the management of Newmont, to derive a range of illustrative present values per share ranging from $29.94 to $39.18.

Illustrative Discounted Cash Flow Analysis—Goldcorp Standalone

Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Goldcorp. Using discount rates ranging from 4.5% to 5.5%, reflecting estimates of Goldcorp’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2018 (i) estimates of unlevered free cash flow for Goldcorp for the years 2019 through 2028 as reflected in the forecasts and (ii) a range of illustrative terminal values for Goldcorp, which were calculated by applying exit terminal year EV/EBITDA multiples ranging from 6.0x to 8.0x to a terminal year estimate of EBITDA to be generated by Goldcorp, as reflected in the forecasts (which analysis implied perpetuity growth rates ranging from (2.6)% to 0.0%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EV/EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Goldcorp and the primary selected companies. Goldman Sachs derived ranges of illustrative enterprise values for Goldcorp by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Goldcorp the amount of Goldcorp’s net debt as of December 31, 2018, as provided by the management of Newmont, to derive a range of illustrative equity values for Goldcorp. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Goldcorp, as provided by the management of Newmont, to derive a range of illustrative present values per share ranging from $11.45 to $15.34.

Illustrative Discounted Cash Flow Analysis—Pro Forma Combined Company

Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis of the pro forma combined company. Using discount rates ranging from 4.0% to 5.0%, reflecting estimates of the pro forma combined company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2018 (i) estimates of unlevered free cash flow for the pro forma combined company for the years 2019 through 2028 as reflected in the forecasts and (ii) a range of illustrative terminal values for the pro forma combined company, which were calculated by applying exit terminal year EV/EBITDA multiples ranging from 6.0x to 8.0x to a terminal year estimate of EBITDA to be generated by the pro forma combined company, as reflected in the forecasts (which analysis implied perpetuity growth rates ranging from (4.5)% to (1.6)%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the pro forma company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EV/EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Newmont, Goldcorp and the primary selected companies. Goldman Sachs derived ranges of illustrative enterprise values for Newmont pro forma for the arrangement by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the pro forma combined company the amount of the pro forma combined company’s net debt as of December 31, 2018, as

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provided by the management of Newmont, to derive a range of illustrative equity values for the pro forma combined company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the pro forma combined company, as provided by the management of Newmont, to derive a range of illustrative present values per share ranging from $42.86 to $53.90.

Illustrative Contribution Analysis

Goldman Sachs analyzed the relative market capitalizations of Newmont and Goldcorp as of January 11, 2019 and the relative potential contributions of Newmont and Goldcorp to the estimated revenues, EBITDA, cash flows (before taking into account spend on working capital), net income, net asset value and discounted cash flow of the combined company following consummation of the arrangement, based on the forecasts, and calculated the exchange ratio implied by such relative market capitalizations and contributions and the discount or premium to the exchange ratio of 0.3280x representing the stock portion of the consideration, taking into account the capital structures of each of Newmont and Goldcorp and without giving effect to the synergies. The following table presents the results of this analysis:

		Relative Economic															Arrangement Exchange
		Contribution										Implied					Ratio Discount/(Premium)
		Newmont					Goldcorp					Exchange Ratio					to Implied Exchange Ratio
Market Capitalization			68.9	%				31.1	%				0.2778	x				(18.1	)%
2018E Revenue			67.4	%				32.6	%				0.2976	x				(10.2	)%
2019E Revenue			63.7	%				36.3	%				0.3509	x				6.5	%
2020E Revenue			60.3	%				39.7	%				0.4067	x				19.4	%
2018E EBITDA			64.6	%				35.4	%				0.3376	x				2.8	%
2019E EBITDA			62.9	%				37.1	%				0.3637	x				9.8	%
2020E EBITDA			56.3	%				43.7	%				0.4791	x				31.5	%
2018E CF (pre-WC)			59.9	%				40.1	%				0.4131	x				20.6	%
2019E CF (pre-WC)			48.4	%				51.6	%				0.6581	x				50.2	%
2020E CF (pre-WC)			54.5	%				45.5	%				0.5157	x				36.4	%
2018E Net Income			62.3	%				37.7	%				0.3735	x				12.2	%
2019E Net Income			28.1	%				71.9	%				1.5783	x				79.2	%

		Newmont					Goldcorp
		Discount Rate(1)					Discount Rate(2)
NAV			4.00	%				4.50	%				61.5	%				38.5	%				0.3860	x				15.0	%
NAV			4.25	%				4.75	%				61.9	%				38.1	%				0.3803	x				13.8	%
NAV			4.50	%				5.00	%				62.2	%				37.8	%				0.3749	x				12.5	%
NAV			4.75	%				5.25	%				62.5	%				37.5	%				0.3698	x				11.3	%
NAV			5.00	%				5.50	%				62.8	%				37.2	%				0.3649	x				10.1	%
NAV			5.00	%				5.00	%				61.2	%				38.8	%				0.3913	x				16.2	%
DCF(3)			4.00	%				4.50	%				61.3	%				38.7	%				0.3890	x				15.7	%
DCF			4.25	%				4.75	%				61.4	%				38.6	%				0.3883	x				15.5	%
DCF			4.50	%				5.00	%				61.4	%				38.6	%				0.3875	x				15.4	%
DCF			4.75	%				5.25	%				61.5	%				38.5	%				0.3867	x				15.2	%
DCF			5.00	%				5.50	%				61.5	%				38.5	%				0.3860	x				15.0	%
DCF			5.00	%				5.00	%				60.4	%				39.6	%				0.4042	x				18.8	%

(1)	The discount rate represents Newmont’s weighted average cost of capital.
(2)	The discount rate represents Goldcorp’s weighted average cost of capital.
(3)	Each DCF analysis was calculated by applying an exit terminal year EV/EBITDA multiple of 7.0x to a terminal year estimate of EBITDA.

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Premia Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-stock acquisition transactions announced during the time period from January 1, 2013 through December 31, 2018 involving public company targets based in North America, where the target ownership in the pro forma entity was less than 40%. For each year of the period, using publicly available information, Goldman Sachs calculated the average premia of the price paid in the transactions relative to the target’s closing stock price one day prior to announcement of the transaction. This analysis indicated a range of average premia from 18.3% to 45.7% across each year of the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 18.3% to 45.7% to the closing price per Goldcorp common share of $9.69, as of January 11, 2019, and calculated a range of implied equity values per Goldcorp common share of $11.46 to $14.12.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Newmont or Goldcorp or the contemplated arrangement.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Newmont board of directors as to the fairness from a financial point of view to Newmont of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Newmont, Goldcorp, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The consideration was determined through arm’s-length negotiations between Newmont and Goldcorp and was approved by the Newmont board of directors. Goldman Sachs provided advice to Newmont during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Newmont or the Newmont board of directors or that any specific amount of consideration constituted the only appropriate consideration for the arrangement.

As described above, Goldman Sachs’ opinion to the Newmont board of directors was one of many factors taken into consideration by the Newmont board of directors in making its determination to approve the arrangement agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex G.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities in which they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Newmont, Goldcorp, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the arrangement. Goldman Sachs acted as financial advisor to Newmont in connection with, and participated in certain of the negotiations leading to, the arrangement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Newmont and its affiliates from time to time. During the two year period ended January 14, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by Newmont, Goldcorp or any of their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Newmont, Goldcorp and their respective affiliates for which its Investment Banking Division may receive compensation.

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The Newmont board of directors selected Goldman Sachs as its financial advisor because of its qualifications, experience, reputation and deep familiarity with Newmont and Goldcorp and their respective businesses and the mining industry. Pursuant to a letter agreement dated January 12, 2019, Newmont engaged Goldman Sachs to act as its financial advisor in connection with the arrangement. The engagement letter between Newmont and Goldman Sachs provides for a transaction fee of $17 million, $4 million of which became payable at announcement of the arrangement, and the remainder of which is contingent upon consummation of the arrangement. In addition, Newmont has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

SUMMARY OF CERTAIN NEWMONT FINANCIAL PROJECTIONS

In connection with Newmont’s consideration and evaluation of the arrangement, Newmont management prepared and provided to the Newmont board of directors, prior to finalizing the arrangement agreement, certain financial and other projections with respect to each of Newmont (the “Newmont projections”), Goldcorp (based on Goldcorp’s forecast as adjusted by Newmont management, the “adjusted Goldcorp projections”) and the combined company following the completion of the arrangement (the “combined pro forma projections” and, together with the Newmont projections and the adjusted Goldcorp projections, the “projections”). The projections also were provided to Citi, BMOCM and Goldman Sachs, and they were instructed by Newmont for their use and reliance with Newmont’s consent in connection with their separate financial analyses and opinions as described in the section entitled “The Arrangement—Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors” beginning on page 66 of this proxy statement.

Newmont did not prepare the projections with a view toward public disclosure or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Newmont’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projections, nor has any of them expressed any opinion or any other form of assurance on the projections or the achievability of the results reflected in the projections, and none of them assumes any responsibility for, and each of them disclaims any association with, the projections. Consequently, the inclusion of the projections should not be regarded as an indication that the Newmont board of directors, Newmont management, Newmont, Newmont’s financial advisors or any recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The projections were prepared based on certain financial and other information regarding Newmont and Goldcorp available to Newmont management prior to finalizing the arrangement agreement. In developing the projections, Newmont management applied a number of hypothetical assumptions in respect of a number of future matters that impact the projections. The projections were calculated assuming a constant foreign exchange rate of 0.80 Canadian Dollar / 1.00 US Dollar and 19.00 Mexican Pesos / 1.00 US Dollar. The projections for 2019 and 2020 were calculated using an assumed $1,250/ounce gold price, $16.00/ounce silver price, $2.75/pound copper price, $0.95/pound lead price, $1.10/pound zinc price and $10.00/pound molybdenum price. The projections for 2021, 2022 and 2023 were calculated using an assumed $1,300/ounce gold price, $18.00/ounce silver price, $3.00/ounce copper price, $1.00/pound lead price, $1.15/pound zinc price and $10.00/pound molybdenum price. The projections, and the assumptions, opinions and judgments applied in developing the projections, were based on Newmont management’s then best estimates and were not the subject of independent verification. As such, there can be no assurance that such assumptions, speculation, opinions or judgments are correct, nor that the projections will be achieved. Based on this, the projections may not be an accurate representation of equivalent measures as at the date of this proxy statement. Newmont can give no assurance that, had the projections been prepared either as of the date of the arrangement agreement or as of the date of this proxy statement, similar assumptions, estimates, opinions and judgments would be used.

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The projections should be read in conjunction with the considerations described below under “—Important Information About the Projections.”

The following table presents a summary of the Newmont projections.

		Newmont Projections Attributable(1)
		($ in billions)
Fiscal Year Ended December 31,		2019			2020			2021			2022			2023
Revenue		$	6.8		$	6.3		$	6.7		$	6.5		$	6.7
EBITDA(2)		$	2.3		$	2.0		$	2.5		$	2.2		$	2.6
Total Capital Expenditures		$	1.0		$	1.3		$	1.2		$	1.2		$	0.9
Unlevered Free Cash Flow(3)		$	1.1		$	0.6		$	1.0		$	0.7		$	0.9

(1)	Excludes the impact of planned asset divestitures contemplated by the Newmont projections.
(2)	EBITDA means earnings before interest, taxes and depreciation and amortization.
(3)	Unlevered Free Cash Flow is net cash provided by (used in) operating activities less net cost provided by (used in) operating activities of discontinued operations less additions to property, plant and mine development and reclamation expenditures. Unlevered Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

The following table presents a summary of the adjusted Goldcorp projections (based on Goldcorp’s forecast as adjusted by Newmont management).

		Adjusted Goldcorp
		Projections Attributable(1)
		($ in billions)
Fiscal Year Ended December 31,		2019			2020			2021			2022			2023
Revenue		$	4.3		$	4.3		$	4.6		$	4.8		$	5.1
EBITDA(2)		$	1.5		$	1.5		$	1.8		$	2.1		$	2.3
Total Capital Expenditures(3)		$	1.0		$	0.9		$	0.8		$	1.0		$	1.2
Unlevered Free Cash Flow(4)		$	0.0		$	0.1		$	0.7		$	0.8		$	0.5

(1)	Excludes the impact of planned asset divestitures contemplated by the Goldcorp projections.
(2)	EBITDA means earnings before interest, taxes and depreciation and amortization.
(3)	Includes exploration capital.
(4)	Unlevered Free Cash Flow is net cash provided by (used in) operating activities less net cost provided by (used in) operating activities of discontinued operations less additions to property, plant and mine development and reclamation expenditures. Unlevered Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

The following table presents a summary of the combined pro forma projections.

		Combined Company
		Projections Attributable(1)
		(US$ in billions)
Fiscal Year Ended December 31,		2019			2020			2021			2022			2023
EBITDA(2)		$	3.8		$	3.6		$	4.4		$	4.3		$	5.0
Unlevered Free Cash Flow(3)		$	1.2		$	0.7		$	1.8		$	1.6		$	1.4

(1)	EBITDA and Unlevered Free Cash Flow do not reflect planned asset divestitures contemplated by the combined pro forma projections.

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(2)	EBITDA means the projected EBITDA of the combined company taking into account potential synergies, value pass-through to customers, regulatory conditions and customer attrition all as projected by Newmont management, while excluding the impact from integration expense and costs to achieve synergies.
(3)	Unlevered Free Cash Flow is net cash provided by (used in) operating activities less net cost provided by (used in) operating activities of discontinued operations less additions to property, plant and mine development and reclamation expenditures. Unlevered Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

Important Information About the Projections

Certain of the projections summarized above were not prepared in accordance with GAAP, including EBITDA and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Newmont’s calculation of non-GAAP financial measures may differ from others in the industry and EBITDA and Unlevered Free Cash Flow are not necessarily comparable with similar titles used by other companies. The non-GAAP financial measures were relied upon by Newmont’s financial advisors for purposes of their separate financial analyses and opinions and by the Newmont board of directors in connection with its consideration of the arrangement. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Newmont’s financial advisors for purposes of their separate financial analyses and opinions or by the Newmont board of directors in connection with its consideration of the arrangement. Accordingly, we have not provided a reconciliation of the financial measures.

The summary of the projections is not being included in this proxy statement to influence a stockholder’s decision whether to approve the proposals, but is being included to provide Newmont stockholders with the projections that were made available to the Newmont board of directors and Newmont’s financial advisors. The inclusion of the projections in this proxy statement should not be regarded as an indication that Newmont, Goldcorp or any of their respective affiliates, officers, directors, advisors or other representatives or any other recipient of this information considered or now considers the projections to be necessarily predictive of actual future events or events which have occurred since the date of the projections, and the projections should not be relied upon as such. None of Newmont, Goldcorp or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ materially from the projections. None of Newmont, Goldcorp or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Newmont stockholder regarding the ultimate performance of Newmont, Goldcorp or the pro forma combined company compared to the information contained in the projections or that the projections will be achieved.

The projections, while presented with numerical specificity, reflect numerous variables, estimates and assumptions as to future events made by Newmont management that such management believed were reasonable at the time the projections were prepared, taking into account the relevant information available to such management at the time of preparation. However, such variables, estimates and assumptions are inherently uncertain and beyond the control of Newmont management, including, among other things, Newmont’s, Goldcorp’s and the pro forma combined company’s future financial performance, industry performance and activity, general business, economic, regulatory, market and financial conditions and competition, as well as changes to the business, financial condition or results of operations of the company, including the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 49 of this proxy statement and the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 41 of this proxy statement, any of which may cause the projections or their respective underlying assumptions to be inaccurate. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may change or may have changed since the date the projections were prepared. The projections also reflect assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and further or future business developments. Newmont has not updated and, except as may be required by applicable law, does not intend to update or otherwise revise the projections to reflect circumstances existing after the date when made or to

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reflect the occurrence of future events, even in the event that any or all of the assumptions on which the projections were based are shown to be in error. There can be no assurance that the results reflected in any of the projections will be realized or that actual results will not materially vary from the projections. In addition, since the projections cover multiple years, such information by its nature becomes less predictive with each successive year. No one has made or makes any representation to any stockholder or any other investor regarding the information included in the projections.

In light of the foregoing and the uncertainties inherent in the projections, and considering that the special meeting will be held several months after the projections were prepared, stockholders and other investors are cautioned not to place undue, if any, reliance on the projections. Since the respective dates the projections were prepared, Newmont and Goldcorp have each made publicly available its respective actual results of operations for the year ended December 31, 2018. You should review Newmont’s Annual Report on Form 10-K filed on February 21, 2019 and Goldcorp’s Current Report on Form 6-K filed on February 14, 2019 to obtain this information. See the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

BOARD OF DIRECTORS FOLLOWING THE ARRANGEMENT

Pursuant to the arrangement agreement, Newmont covenants to Goldcorp that it will take all actions necessary to ensure that, as of the effective time of the arrangement, two-thirds of the members of the Newmont board of directors shall be existing members of the Newmont board of directors and one-third of the members of the Newmont board of directors shall be existing members of the Goldcorp board of directors. Noreen Doyle, Newmont’s chair of the board of directors, will continue as the chair of the board of directors of the combined company. In consideration of Ian Telfer’s current role as Goldcorp’s chair of the board of directors, Mr. Telfer will serve as deputy chair of the board of directors of the combined company in accordance with the terms of the arrangement agreement. The role of deputy chair will be a newly created position on the combined company’s board, which will not supersede or replace the previously established roles of vice chair or senior independent director, impact chair succession or provide additional compensation or voting rights.

The other directors of the combined company are expected to include Gregory Boyce, Bruce Brook, J. Kofi Bucknor, Gary Goldberg, Veronica Hagen, Sheri Hickok, René Médori, Jane Nelson and Julio Quintana from the current Newmont board of directors and Christina Bitar, Beverly A. Briscoe, Matthew Coon Come and Charlie R. Sartain from the current Goldcorp board of directors.

MANAGEMENT FOLLOWING THE ARRANGEMENT

As part of a planned and orderly leadership succession process, Gary Goldberg, Newmont’s Chief Executive Officer, and the board of directors have been engaged in discussions anticipating a chief executive officer succession in early 2019. To ensure a smooth and successful combination, Mr. Goldberg has agreed to lead the combined company through closure of the transaction and integration of the two companies. Newmont expects this process to be substantially completed in the fourth quarter of 2019, when Mr. Goldberg plans to retire and Thomas Palmer, Newmont’s President and Chief Operating Officer, will become President and Chief Executive Officer of the combined company. In addition, Rob Atkinson will be appointed to the role of Executive Vice President and Chief Operating Officer of Newmont, effective June 1, 2019. Nancy Buese is expected to continue in the role of Executive Vice President and Chief Financial Officer and Randy Engel is expected to continue in the role of Executive Vice President, Strategic Development.

INTERESTS OF NEWMONT DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION

No current Newmont directors or executive officers having served at any time since the beginning of 2018 own Goldcorp common shares. None of Newmont’s directors or executive officers or their associates has any substantial financial interest, direct or indirect, under the arrangement or the issuance of Newmont common stock to Goldcorp shareholders under the arrangement, other than being a director or executive officer of Newmont and a stockholder of Newmont.

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REPAYMENT OF GOLDCORP DEBT

Upon closing of the arrangement, Newmont intends to repay Goldcorp’s $400 million term loan, which consists of the $75 million non-revolving term credit facility governed by the credit agreement dated March 14, 2018 between Goldcorp and ING Capital LLC, the $250 million non-revolving term credit facility governed by the credit agreement dated March 14, 2018 between Goldcorp and National Bank Of Canada, and the $75 million non-revolving term credit facility governed by the credit agreement dated March 14, 2018 between Goldcorp and Sumitomo Mitsui

Banking Corporation, Canada Branch. Additionally, upon closing of the arrangement, Newmont intends to repay the $480 million drawn on Goldcorp’s $3 billion revolving credit facility governed by the syndicated credit agreement dated November 22, 2011 between, inter alia, Goldcorp and Bank of Montreal as administrative agent (as amended by amending agreements dated March 8, 2013, July 18, 2014, September 11, 2014, June 10, 2015, June 22, 2016, June 22, 2017 and June 29, 2018) and terminate Goldcorp’s revolving credit facility. For additional information regarding Goldcorp’s debt, see Goldcorp’s consolidated financial statements and the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in its Current Report on Form 6-K, filed with the SEC on February 14, 2019, which are incorporated by reference into this proxy statement.

ACCOUNTING TREATMENT

Newmont prepares its financial statements in accordance with U.S. GAAP. The arrangement will be accounted for using the acquisition method of accounting. Newmont will be treated as the acquirer for accounting purposes. Newmont will record assets acquired, including identifiable intangible assets, and liabilities assumed from Goldcorp at their respective estimated fair values at the date of completion of the arrangement. Any excess of the purchase price (as described under Note 4(i) under “Unaudited Pro Forma Consolidated Financial Information—Notes to Unaudited Pro Forma Consolidated Financial Information” beginning on page 24 of this proxy statement) over the net fair value of such assets and liabilities will be recorded as goodwill.

The financial condition and results of operations of Newmont after completion of the arrangement will include the financial condition and results of operations of Goldcorp after completion of the arrangement, but will not be restated retroactively to reflect the historical financial condition or results of operations of Goldcorp. The earnings of Newmont following completion of the arrangement will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets, including goodwill, will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Newmont determines that tangible or intangible assets (including goodwill) are impaired, Newmont would record an impairment charge at that time.

FEDERAL SECURITIES LAWS CONSEQUENCES; STOCK TRANSFER RESTRICTIONS

Exemption from the Registration Requirements of the Securities Act

The Newmont common stock to be issued to Goldcorp shareholders in exchange for their Goldcorp common shares (the “consideration shares”) and the Newmont restricted stock units (“RSUs”) to be issued to Goldcorp RSU holders in exchange for their Goldcorp RSUs (the “replacement RSUs”), each pursuant to the arrangement, will not be registered under the Securities Act or the U.S. securities laws of any state of the United States and will be issued and exchanged in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof. Section 3(a)(10) of the Securities Act exempts from the registration requirements under the Securities Act the issuance of securities which have been approved, after a hearing upon the substantive and procedural fairness of the terms and conditions of the relevant transaction, at which all persons to whom it is proposed the securities will be issued shall have the right to appear, by any court expressly authorized by law to grant such approval. Under the arrangement agreement, Goldcorp submitted the plan of arrangement to the Court on February 20, 2019 for an interim order after informing the Court of the intention to rely upon the exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, and permitting notice to all persons to which the consideration shares and replacement RSUs will be issuable. The interim order is expected to be obtained on February 22, 2019. The form of interim order filed with the Court is attached as Annex B to this proxy statement. Following Goldcorp’s receipt of the interim order, the Goldcorp shareholder approval of the arrangement and a hearing at which such persons will have the right to appear, Goldcorp will seek a final order from

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the Court as to the substantive and procedural fairness of the plan of arrangement. Such final order is a condition to the consummation of the plan of arrangement and the issuance of the consideration shares and replacement RSUs. Newmont therefore anticipates that, if the plan of arrangement becomes effective under the terms and conditions described in the arrangement agreement (including the receipt of such final order from the Court), the issuance of the consideration shares to the Goldcorp shareholders and replacement RSUs to the Goldcorp RSU holders will be exempt from the registration requirements under the Securities Act pursuant to Section 3(a)(10) thereof.

Exercise of Replacement RSUs

The exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to the exemption provided in Section 3(a)(10). While the Newmont common stock issuable upon exercise of the replacement RSUs may not be issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, Newmont has agreed under the arrangement agreement to (i) use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the effective time of the shares of Newmont common stock issuable upon exercise of the replacement RSUs issuable pursuant to the arrangement, subject to official notice of issuance, and (ii) to the extent necessary, to register the shares of Newmont common stock issuable upon exercise of such replacement RSUs after filing a registration statement on Form S-8 under the Securities Act on or as promptly as practicable following the effective time.

Exercise of Goldcorp Options After the Effective Time

While Newmont common stock may not be issued upon exercise of Goldcorp options unless such issuance is pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities laws or pursuant to a registration statement under the Securities Act, Newmont has agreed under the arrangement agreement to (i) use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the effective time of the Newmont common stock issuable upon exercise of the Goldcorp options (whether vested or unvested), subject to official notice of issuance, and (ii) to the extent necessary, on or as promptly as practicable following the effective date, file one or more registration statements on Form S-8 with the SEC to register the Newmont common stock issuable upon exercise of the Goldcorp options under the Securities Act.

Resales of Newmont Common Stock After the Effective Time

The consideration shares to be received by Goldcorp shareholders in exchange for their Goldcorp common shares pursuant to the arrangement and shares of Newmont common stock issuable upon exercise of the Goldcorp options and the replacement RSUs following registration on Form S-8, will be freely transferable under U.S. securities laws, except by persons who are “affiliates” (as defined in Rule 144) of Newmont after the effective time, or were “affiliates” of Newmont within 90 days prior to the effective time. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of Newmont common stock by such an “affiliate” or former “affiliate” may be subject to the registration requirements of the Securities Act, absent an exemption therefrom, such as the exemption contained in Rule 144.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION

There are no material U.S. federal income tax consequences to Newmont’s existing stockholders that will result from the issuance of Newmont common stock under the arrangement.

COURT APPROVALS

The arrangement requires approval by the Court under Section 182 of the OBCA.

Under the arrangement agreement, Goldcorp submitted the plan of arrangement to the Court on February 20, 2019 for an interim order permitting notice to all persons to which the consideration shares and replacement RSUs will be issuable. The interim order is expected to be obtained on February 22, 2019. The form of interim order filed

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with the Court is attached as Annex B to this proxy statement. Following Goldcorp’s receipt of the interim order, the Goldcorp shareholder approval of the arrangement and a hearing at which such persons will have the right to appear, Goldcorp will seek a final order from the Court as to the substantive and procedural fairness of the plan of arrangement. Subject to the approval of the Goldcorp resolution by Goldcorp shareholders at the Goldcorp meeting and the approval of the amendment proposal and the share issuance proposal by Newmont stockholders at the special meeting, the Court hearing in respect of the final order is expected to take place on or about April 8, 2019 at the Courthouse at 330 University Avenue, Toronto, Ontario, Canada, or as soon thereafter as is reasonably practicable.

At the hearing for the final order, the Court will consider, among other things, the procedural and substantive fairness and reasonableness of the arrangement. The Court has broad discretion under the OBCA when making orders with respect to the arrangement. The Court may approve the arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Court may approve the arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Goldcorp and/or Newmont may determine not to proceed with the transactions contemplated in the arrangement agreement. Prior to the hearing on the final order, the Court will be informed that the parties intend to rely on the exemption from the registration requirements under the Securities Act for the issuance of consideration shares and replacement RSUs pursuant to the arrangement to holders of Goldcorp common shares or Goldcorp RSUs, as the case may be, provided by Section 3(a)(10) thereof on the basis of the final order. There can be no assurance that the Court will approve the arrangement.

INVESTMENT CANADA ACT APPROVAL

Under the Investment Canada Act (Canada) (“Investment Canada Act”), certain transactions involving the “acquisition of control” of a Canadian business by a non-Canadian are subject to review and cannot be implemented unless the responsible minister or ministers under the Investment Canada Act (the “minister”) is satisfied or deemed to be satisfied that the transaction is likely to be of “net benefit” to Canada (a “reviewable transaction”).

The transactions contemplated by the arrangement agreement constitute a reviewable transaction under the Investment Canada Act.

Under the Investment Canada Act there is an initial 45-day review period (during which the reviewable transaction cannot be completed) which may be unilaterally extended by the minister for an additional 30 days, after which the minister and the investor may agree to further extensions.

The prescribed factors to be considered by the minister in determining whether a reviewable transaction is likely to be of “net benefit” to Canada include, among other things, (i) the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, capital investment, resource processing, utilization of Canadian products and services and exports); (ii) the degree and significance of participation by Canadians in the acquired business; (iii) the effect of the investment on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada; (iv) the effect of the investment on competition within an industry in Canada; (v) the compatibility of the investment with national and provincial industrial, economic and cultural policies; and (vi) the contribution of the investment to Canada’s ability to compete in world markets. The minister will also consider, among other things, any written undertakings offered to Her Majesty in right of Canada in determining whether a reviewable transaction is likely to be of “net benefit” to Canada.

If, following review, the minister is satisfied that a reviewable transaction is likely to be of “net benefit” to Canada, the minister is required to send a notice to that effect. If the minister does not send notice of approval within the initial 45-day period or the extended period, as the case may be, the minister is deemed to be satisfied that the reviewable transaction is likely to be of “net benefit” to Canada and shall send a notice to that effect.

If, following review, the minister is not satisfied that a reviewable transaction is likely to be of “net benefit” to Canada, the minister is required to send a notice to that effect, advising of the right to make further representations and submit (additional) undertakings within 30 days from the date of such notice or any further period that may be agreed to by the minister and investor.

Within a reasonable time after the expiry of the period for making representations and submitting undertakings, as described above, the minister shall send notice to the applicant that either the minister is satisfied that the investment is likely to be of “net benefit” to Canada or confirmation that the minister is not satisfied that the investment is likely

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to be of “net benefit” to Canada. In the latter case, the reviewable transaction may not be implemented. Pursuant to terms of the arrangement agreement, Investment Canada Act approval will be obtained if the minister has sent a notice stating that the minister is satisfied that the transactions contemplated by the arrangement agreement are likely to be of net benefit to Canada, or the minister has been deemed, in accordance with the Investment Canada Act, to be satisfied that the transactions contemplated by the arrangement agreement are likely to be of “net benefit” to Canada.

Pursuant to the arrangement agreement, Newmont submitted its application for review with the Investment Review Division of Innovation, Science and Economic Development Canada on January 29, 2019. As of the date of this proxy statement, the review of the transactions contemplated by the arrangement agreement under the Investment Canada Act is ongoing, and the Investment Canada Act Approval required under the arrangement agreement has not been obtained.

CANADIAN ANTITRUST APPROVAL

Part IX of the Competition Act (Canada) (“Competition Act”) requires that parties to certain prescribed classes of transactions provide notifications to the commissioner of competition (the “commissioner”) where the applicable thresholds set out in Sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“notifiable transactions”). Subject to certain limited exceptions, a notifiable transaction cannot be completed until the Parties to the transaction have each submitted the information prescribed pursuant to Subsection 114(1) of the Competition Act (a “notification”) to the commissioner and the applicable waiting period has expired, has been terminated early or the appropriate waiver has been provided by the commissioner.

The transactions contemplated by the arrangement agreement constitute a notifiable transaction, and as such the parties must comply with the merger notification provisions of Part IX of the Competition Act.

The waiting period is 30 days after the day on which the parties to the notifiable transaction have submitted their respective notifications. The parties are entitled to complete their notifiable transaction at the end of the 30-day period, unless the commissioner notifies the parties, pursuant to subsection 114(2) of the Competition Act, that the commissioner requires additional information that is relevant to the commissioner’s assessment of the notifiable transaction (“supplementary information request”). In the event that the commissioner provides the parties with a supplementary information request, the notifiable transaction cannot be completed until 30 days after compliance with such supplementary information request, provided that there is no order issued by the Competition Tribunal in effect prohibiting completion at the relevant time. The commissioner’s substantive assessment of a notifiable transaction may extend beyond the statutory waiting period.

In addition or as an alternative to filing a notification, a party to a notifiable transaction may apply to the commissioner for an advance ruling certificate (an “ARC”) or, in the event that the commissioner is not prepared to issue an ARC, a no-action letter. If the commissioner issues an ARC, the parties are exempt from having to file a notification; if the commissioner issues a no-action letter, upon the request of the parties, the commissioner can waive the parties’ requirement to submit a notification where the parties have supplied substantially similar information as would have been supplied with their notification (a “waiver”).

The commissioner may challenge a merger before the Competition Tribunal at any time before, or within one year following, its completion where the merger prevents or lessens, or is likely to prevent or lessen, competition substantially (a “competition challenge”). If the Competition Tribunal agrees with the commissioner, it can issue an order prohibiting the transaction, provided that the transaction has not been completed by such time, or it can order the divestiture of shares or assets where the transaction already has been completed; the Competition Tribunal cannot issue an order, however, where the parties have been able to establish the elements of the statutory efficiencies defense. The commissioner is precluded from bringing a competition challenge on substantially the same information that an ARC was issued, provided that the notifiable transaction was completed within one year after the ARC was issued. No such prohibition on bringing a competition challenge applies to the issuance of a no-action letter.

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Pursuant to the arrangement agreement, the parties submitted a request for an ARC or a no-action letter and a waiver to the commissioner on January 24, 2019. On February 11, 2019, the commissioner issued a no-action letter and a waiver, exempting the parties from filing a notification and terminating the waiting period.

OTHER REGULATORY APPROVALS

Completion of the transactions contemplated by the arrangement agreement is also conditional upon the satisfaction of certain notice, filing, waiting period and/or approval requirements under competition or antitrust laws in Mexico and South Korea. In particular, the arrangement agreement provides that:

●	The Comisión Federal de Competencia Económica (Mexico) shall have issued a resolution, or be deemed to have issued a resolution, under the Ley Federal de Competencia Económica (Mexico) approving the transactions contemplated by the arrangement agreement; and
●	The Korea Fair Trade Commission shall have issued a decision, or be deemed to have issued a decision, under the Monopoly Regulation and Fair Trade Act (South Korea) approving the transactions contemplated by the arrangement agreement.

Pursuant to the arrangement agreement, the parties have agreed to file, as promptly as practicable after the date of the arrangement agreement, any other filings or notifications under any other applicable antitrust laws that the parties may mutually agree to be required or appropriate to consummate the transactions contemplated by the arrangement agreement.

The parties submitted their filing with the Comisión Federal de Competencia Económica (Mexico) on February 7, 2019 and with the Korea Fair Trade Commission on February 11, 2019.

NYSE AND TSX LISTINGS

The Goldcorp common shares are listed and posted for trading on the TSX under the trading symbol “G” and are listed on the NYSE under the trading symbol “GG.” Following the completion of the arrangement, the Goldcorp common shares will be delisted from the TSX and the NYSE as promptly as practicable.

The shares of Newmont common stock are currently listed for trading on the NYSE under the trading symbol “NEM.” It is a condition to the completion of the arrangement that the shares of Newmont common stock to be issued to Goldcorp shareholders in exchange for their Goldcorp common shares pursuant to the arrangement be approved for listing on the NYSE. Accordingly, Newmont has agreed to obtain approval of the listing of the consideration shares for trading on the NYSE, subject to official notice of issuance. In addition, Newmont has agreed to use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the effective time of the shares of Newmont common stock issuable upon exercise of the Goldcorp options and exercise of the replacement RSUs issuable pursuant to the arrangement, subject to official notice of issuance. Newmont will provide the required notice to the NYSE of the listing of the shares of Newmont common stock to be issued in connection with the arrangement prior to the closing of the arrangement. Newmont will also apply to list the shares of the combined company on the TSX under the trading symbol “NGT.”

FEES, COSTS AND EXPENSES

All fees, costs and expenses incurred in connection with the arrangement agreement and the plan of arrangement will be paid by the party incurring those fees, costs or expenses. Pursuant to the arrangement agreement, however, certain termination fees are payable by Newmont or Goldcorp if the arrangement agreement is terminated under certain circumstances.

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NO APPRAISAL RIGHTS

Under Delaware law, holders of shares of Newmont common stock are not entitled to appraisal rights in connection with the arrangement or any of the matters to be acted on at the special meeting.

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INFORMATION ABOUT THE COMPANIES

NEWMONT MINING CORPORATION

Newmont is primarily a gold producer with significant operations and/or assets in the United States, Australia, Peru, Ghana and Suriname. As of December 31, 2018, Newmont had attributable proven and probable gold reserves of 65.4 million ounces and an aggregate land position of approximately 24,000 square miles (63,000 square kilometers). Newmont is also engaged in the production of copper, principally through operations in Boddington in Australia and Phoenix in the United States. Its regions include North America, South America, Australia, and Africa. Its North America segment consists primarily of Carlin, Phoenix, Twin Creeks and Long Canyon and Cripple Creek & Victor in the United States. Its South America segment consists primarily of Yanacocha in Peru and Merian in Suriname. Its Australia segment consists primarily of Boddington, Tanami and Kalgoorlie in Australia. Its Africa segment consists primarily of Ahafo and Akyem in Ghana. Newmont’s original predecessor corporation was incorporated in 1921 under the laws of Delaware.

Newmont’s common shares trade on the NYSE under the symbol “NEM.” Additional information about Newmont is included in documents, which are delivered with, and/or incorporated by reference into, this proxy statement or can be found at www.newmont.com. See “Where You Can Find More Information” beginning on page 125 of this proxy statement.

GOLDCORP INC.

Goldcorp is a senior gold producer engaged in the acquisition, exploration, development, operation, and reclamation of precious metal properties in Canada, the United States, Mexico, and Central and South America.

Goldcorp was founded in 1994 and is currently headquartered in Vancouver, British Columbia, Canada. Goldcorp’s principal operating mining properties are comprised of the Éléonore, Musselwhite, Porcupine and Red Lake gold mine complexes in Canada; the Peñasquito gold-silver-lead-zinc mine in Mexico; the Cerro Negro gold-silver mine in Argentina; and the Pueblo Viejo gold-silver-copper mine (40.0% interest) in the Dominican Republic. Goldcorp’s development projects include the Coffee gold project and Borden gold project in Canada, and the NuevaUnión gold-copper project (50.0% interest) and Norte Abierto gold project (50.0% interest) in Chile.

Goldcorp’s current sources of operating cash flows are primarily from the sale of gold, silver, lead, zinc and copper. Goldcorp’s principal product is refined gold bullion sold primarily in the London spot market. In addition to gold, Goldcorp also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito mine, which is sold to third party smelters and refineries.

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THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT

The summary of the material provisions of the arrangement agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the arrangement agreement, a copy of which is attached to this proxy statement as Annex A. This summary may not contain all of the information about the arrangement agreement that is important to you. We urge you to read carefully the arrangement agreement in its entirety as it is the legal document governing the arrangement.

The arrangement agreement contains representations and warranties that the parties have made to each other as of specific dates. The assertions embodied in the representations and warranties in the arrangement agreement were made solely for purposes of the arrangement agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and the assertions embodied in the representations and warranties contained in the arrangement agreement (and summarized below) are qualified by information in disclosure letters provided by Goldcorp to Newmont and by Newmont to Goldcorp in connection with the signing of the arrangement agreement and by certain information contained in certain of Newmont’s and Goldcorp’s filings with the SEC. These disclosure letters and SEC filings contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the arrangement agreement. In addition, information concerning the subject matter of the representations and warranties may have changed or may change after February 19, 2019 and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

In addition, if specific material facts arise that contradict the representations and warranties in the arrangement agreement, Newmont or Goldcorp, as applicable, will disclose those material facts in the public filings that it makes with the SEC in accordance with, and to the extent required by, applicable law. Accordingly, the representations and warranties in the arrangement agreement and the description of them in this proxy statement should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings Newmont and Goldcorp publicly file with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings Newmont and Goldcorp make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

THE ARRANGEMENT

The arrangement agreement provides that following the effective time of the arrangement, Newmont will acquire all of the outstanding Goldcorp common shares. The arrangement will be implemented under the Business Corporations Act (Ontario) (the “OBCA”) and requires approval of (a) at least two-thirds of the votes cast by shareholders who vote (in person or by proxy) at a special meeting of Goldcorp shareholders; and (b) the Ontario Superior Court of Justice (Commercial List). After giving effect to the arrangement, Newmont will own all of the outstanding Goldcorp common shares.

The arrangement will become effective on the date upon which Newmont and Goldcorp agree in writing as the effective date, or in the absence of such agreement, five business days following the satisfaction or waiver of all conditions to completion of the arrangement as set out in the arrangement agreement (excluding any conditions that, by their terms, cannot be satisfied until the effective date, but subject to the satisfaction or waiver of those conditions).

CONSIDERATION RECEIVED PURSUANT TO THE ARRANGEMENT

At the effective time of the arrangement, each Goldcorp common share outstanding immediately prior to the effective time of the arrangement (excluding shares held by Newmont or its affiliates or by shareholders that validly exercise, and do not withdraw, their dissent rights) will be exchanged for (a) 0.3280 of a share of Newmont common stock; and (b) $0.02 in cash.

The consideration to be paid for each Goldcorp common share will be adjusted to reflect the effect of changes in the number of outstanding shares of Newmont common stock that are issued and outstanding after the date of the arrangement agreement and prior to the effective time of the arrangement by reason of any stock split or

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consolidation of the issued and outstanding shares of Newmont common stock and where any dividend or other distribution is declared, set aside or paid to Goldcorp shareholders of record as of a time prior to the effective time of the arrangement (other than Goldcorp’s regular quarterly dividend paid in the ordinary course consistent with past practice).

No fractional shares of Newmont common stock will be issued as part of the arrangement. Instead, where the aggregate number of shares of Newmont common stock to be issued to a Goldcorp shareholder as consideration would result in a fraction of securities of Newmont being issuable, the number of shares of Newmont common stock to be received by such Goldcorp shareholder will be rounded down to the nearest whole share. In lieu of any such fractional share of Newmont common stock, each Goldcorp shareholder otherwise entitled to a fractional interest in a share of Newmont common stock will be entitled to receive a cash payment equal to an amount representing such Goldcorp shareholder’s proportionate interest in the net proceeds from the sale by the depositary on behalf of all such Goldcorp shareholders of the excess of (a) the number of shares of Newmont common stock issued and delivered to the depositary pursuant to the plan of arrangement, over (b) the aggregate number of whole shares of Newmont common stock to be issued to Goldcorp shareholders pursuant to the plan of arrangement.

At the effective time of the arrangement:

●	each option to purchase Goldcorp common shares (“Goldcorp option”) outstanding at the effective time of the arrangement (whether vested or unvested) will remain outstanding on its existing terms and upon the exercise of each Goldcorp option the holder thereof shall be entitled to receive, in lieu of the number of Goldcorp common shares which such holder was entitled upon such exercise, a fraction of a share of Newmont common stock equal to the sum of 0.3280 and the quotient of shares of Newmont common stock obtained by dividing $0.02 by the volume weighted average price of a share of Newmont common stock on the NYSE, rounded to four decimal places, for the five consecutive trading days ending on the third complete trading day prior to (and excluding) the date of the effective time of the arrangement, for each such Goldcorp common share (which shares of Newmont common stock may be reduced, if required, in accordance with the arrangement agreement and plan of arrangement); provided, that the Goldcorp board of directors is permitted to exercise its discretion under the amended and restated 2005 Goldcorp Stock Option Plan to, following a termination without cause or for termination for good reason (as defined in the respective employment agreements), permit the exercise of the Goldcorp options until the respective expiry dates;
●	each award of Goldcorp phantom restricted share units (“Goldcorp phantom RSUs”) that is outstanding immediately prior to the effective time of the arrangement shall remain outstanding on its existing terms, and the value of each such Goldcorp phantom RSU unit shall be amended in accordance with the terms of the plan of arrangement;
●	each award of Goldcorp performance share units (“Goldcorp PSUs”) that is outstanding immediately prior to the effective time of the arrangement shall remain outstanding, and (a) the multiplier for each such Goldcorp PSU shall be deemed to be 100%, and (b) the value of each such Goldcorp PSU shall be amended in accordance with the terms of the plan of arrangement; and
●	each Goldcorp restricted share unit (“Goldcorp RSU”) that is outstanding immediately prior to the effective time of the arrangement shall be deemed to be exchanged by the holder thereof for a Newmont restricted share unit (“Newmont RSUs”) issued under Newmont’s 2013 Stock Incentive Plan that has the same vesting conditions as the Goldcorp RSU for which it was exchanged and that entitles the holder to receive, upon vesting thereof, a number of shares of Newmont common stock equal to the product obtained by multiplying (a) the total number of Goldcorp common shares subject to the Goldcorp RSU immediately prior to the effective time of the arrangement by (b) the sum of 0.3280 and the quotient of the number of shares of Newmont common stock obtained by dividing $0.02 by the volume weighted average price of a share of Newmont common stock on the NYSE, rounded to four decimal places, for the five consecutive trading days ending on the third complete trading day prior to (and excluding) the date of the effective time of the arrangement.

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DISSENTING SHARES

Registered Goldcorp shareholders may exercise rights of dissent with respect to the Goldcorp common shares held by such Goldcorp shareholders pursuant to Section 185 of the OBCA, as modified by the plan of arrangement, the interim order and the final order. Registered Goldcorp shareholders who validly exercise their dissent rights, and do not withdraw or become deemed to have withdrawn such exercise of dissent rights, shall be entitled to be paid by Newmont the fair value of the Goldcorp common shares in respect of which their dissent rights were validly exercised.

None of the following shall be entitled to exercise dissent rights: (a) Goldcorp shareholders who vote or have instructed a proxyholder to vote their Goldcorp common shares in favor of the arrangement resolution (but only in respect of such voted Goldcorp common shares), (b) holders of options to acquire Goldcorp common shares, Goldcorp RSUs, Goldcorp PSUs and Goldcorp phantom RSUs, and (c) any other person who is not a registered holder of Goldcorp common shares as of the record date for the special meeting of Goldcorp shareholders to be held in connection with the arrangement.

SURRENDER OF SHARES

Newmont and Goldcorp have appointed Computershare Trust Company, N.A. to act as depositary to handle the exchange of Goldcorp common shares for cash consideration and shares of Newmont common stock. Following receipt by Goldcorp of the final order and prior to the effective time of the arrangement, Newmont will deposit in escrow with the depositary sufficient funds and shares of Newmont common stock to satisfy the aggregate consideration payable to Goldcorp shareholders. In connection with the special meeting of Goldcorp shareholders to be held in connection with the arrangement, Goldcorp will mail a letter of transmittal to each holder of record of Goldcorp common shares, containing instructions explaining the procedures for surrendering Goldcorp common shares in exchange for the consideration.

After the effective time of the arrangement, each of the former Goldcorp shareholders who surrender a certificate which immediately prior to the effective time represented Goldcorp common shares, together with a duly completed and executed letter of transmittal, will be entitled to the consideration (after giving effect to any applicable tax withholdings) plus any cash in lieu of any fractional shares of Newmont common stock and any dividends or other distributions with a record date after the effective time of the arrangement that such former shareholder has the right to receive pursuant to the plan of arrangement. After the effective time of the arrangement, each certificate that previously represented shares of Goldcorp common shares will represent the right to receive, in exchange therefor, the consideration that the holder of such certificate is entitled to receive (after giving effect to any applicable tax withholdings).

LOST CERTIFICATES

In the event any certificate which immediately prior to the effective time of the arrangement represented shares of Goldcorp common shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and upon posting a bond in an amount determined by Newmont or providing an indemnity to Newmont and Goldcorp, the depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration deliverable in accordance with such holder’s duly completed and executed letter of transmittal.

CANCELLATION OF RIGHTS AFTER SIX YEARS

If a former holder of Goldcorp common shares has not complied with the provisions of the plan of arrangement with respect to surrendering their certificates which immediately prior to the effective time represented shares of Goldcorp common shares on or before the date that is six years after the effective date of the arrangement then the consideration that such former Goldcorp shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof. Accordingly, persons who tender certificates for consideration after the sixth anniversary of the effective date of the arrangement will not receive any consideration and will not own any interest in either Goldcorp or Newmont.

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EFFORTS TO OBTAIN REQUIRED GOLDCORP SHAREHOLDER APPROVAL

The arrangement agreement requires Goldcorp to use commercially reasonable efforts to schedule its meeting on the date of Newmont stockholder meeting, which will in no event be later than April 11, 2019.

In general, Goldcorp is not permitted to adjourn its meeting except as required by law. However, if Goldcorp receives a superior proposal (as further discussed in “Non-Solicitation Covenants” below) less than seven business days before the date of its meeting, Goldcorp may, or Newmont may require Goldcorp to, adjourn its meeting to a date that is not more than seven business days after the scheduled date of its meeting, provided, however, that the Goldcorp meeting shall not be adjourned or postponed to a date later than the seventh business day prior to the outside date of the arrangement (being July 31, 2019, as such date may be extended in accordance with the arrangement agreement).

Unless the Goldcorp board of directors has modified its recommendation regarding the arrangement as permitted under the arrangement agreement, as further discussed in “Non-Solicitation Covenants” below, Goldcorp will include in its circular its recommendation that its shareholders vote in favor of approving the arrangement, copies of the fairness opinions provided by Goldcorp’s financial advisors, a statement that the Goldcorp board of directors has determined that the consideration to be received by the Goldcorp shareholders is fair to such shareholders and that the arrangement and the entry into the arrangement agreement are in the best interests of Goldcorp and statements that each of the Goldcorp shareholders that have entered into voting agreements will vote their Goldcorp common shares in favor of the arrangement and the entry into the arrangement agreement.

EFFORTS TO OBTAIN REQUIRED NEWMONT STOCKHOLDER APPROVAL

Newmont is required to use commercially reasonable efforts to schedule its meeting as promptly as reasonably practicable following SEC clearance of this proxy statement and, if reasonably practicable, on the date of Goldcorp’s shareholder meeting, which will in no event be later than April 11, 2019.

In general, Newmont is not permitted to adjourn its meeting. However, if Newmont receives a superior proposal (as further discussed in “Non-Solicitation Covenants” below) and provides Goldcorp with all documentation relating thereto in accordance with the arrangement agreement less than seven business days before the date of its meeting, Newmont may, or Goldcorp may require Newmont to, adjourn its meeting to a date that is not more than seven business days after the scheduled date of its meeting, provided, however, that the Newmont meeting shall not be adjourned or postponed to a date later than the seventh business day prior to the outside date of the arrangement (being July 31, 2019, as such date may be extended in accordance with the arrangement agreement).

Unless the Newmont board of directors has modified its recommendation regarding the arrangement as permitted under the arrangement agreement, as further discussed in “Non-Solicitation Covenants” below, Newmont will include in its proxy statement a statement that the Newmont board of directors recommends that Newmont stockholders vote in favor of amending the Newmont Restated Certificate of Incorporation to increase the authorized shares of Newmont and to approve the issuance of Newmont shares as consideration, copies of the opinions provided by Newmont’s financial advisors, a statement that the arrangement and the entry into the arrangement agreement is in the best interests of Newmont and statements that each of the Newmont stockholders that have entered into voting agreements will vote their shares of Newmont common stock in favor of the arrangement and the entry into the arrangement agreement.

FINAL COURT APPROVAL

After the interim order of the court has been obtained, Goldcorp shareholders have approved the arrangement, the Newmont stockholders have approved the increase in the authorized shares of Newmont and the issuance of Newmont common stock as consideration, and regulatory approvals are obtained, Goldcorp is required to seek the final approval of the arrangement by the court as soon as reasonably practicable, but in any event not later than three business days thereafter. The court will consider, among other things, the fairness and reasonableness of the arrangement to shareholders of Goldcorp.

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NAME CHANGE AND CORPORATE GOVERNANCE

Pursuant to the arrangement agreement, Newmont is required to take all actions necessary to ensure that, as of the effective time of the arrangement: (a) two-thirds of the members of the Newmont board of directors are existing members of the Newmont board of directors and one-third of the members of the Newmont board of directors are existing members of the Goldcorp board of directors, (b) the deputy chair of the Newmont board of directors is Ian Telfer, and (c) the name of Newmont is changed to “Newmont Goldcorp Corporation.”

REPRESENTATIONS AND WARRANTIES

The arrangement agreement contains customary representations and warranties, all of which are qualified by public disclosure and many of which are qualified by material adverse effect, made by each of Newmont and Goldcorp. The statements embodied in those representations and warranties were made solely for purposes of the arrangement agreement among Newmont and Goldcorp and are subject to important qualifications and limitations agreed to by Newmont and Goldcorp in connection with negotiating its terms.

Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk between Newmont and Goldcorp rather than establishing matters as facts.

The representations and warranties relate to: organization and qualification; authority relative to the arrangement agreement; no conflict; required filings and consent; subsidiaries; compliance with laws and constating documents; authorizations; capitalization and listing; shareholder and similar agreements; reporting issuer status and stock exchange compliance; U.S. Securities Law matters; reports; financial statements; undisclosed liabilities; Sarbanes-Oxley compliance; title; no defaults under leases and agreements; expropriation; mineral reserves and resources; royalties and rentals paid; environmental matters; employment matters; absence of certain changes or events; litigation; taxes; books and records; insurance; non-arm’s length transactions; restrictions on business activities; material contracts; anti-corruption; sanctions; brokers and expenses; and opinions of financial advisors.

The arrangement agreement also contains certain representations and warranties made solely by Newmont with respect to ownership of shares of Goldcorp; freely tradeable shares; and sufficient cash; and made solely by Goldcorp with respect to: intellectual property; benefit plans; indigenous claims; NGOs and community groups; cultural business; no “collateral benefit”; and the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

As used in the arrangement agreement, the term “material adverse effect” means with respect to either Goldcorp or Newmont, as applicable, any event, change, occurrence, effect or state of facts that, individually or in the aggregate with other events, changes, occurrences, effects or states of facts is, or would reasonably be expected to be, material and adverse to the business, results of operations or financial condition of such party and its subsidiaries taken as a whole; provided that no event, change, occurrence, effect or state of facts shall be deemed to constitute, nor shall any of the foregoing be taken into account in determining whether there has been a material adverse effect, to the extent that such event, change, occurrence, effect or state of facts results from or arises out of:

●	any change or development generally affecting the gold mining, silver mining or copper mining industries;
●	any change or development in political conditions in Canada, the United States, other states or countries in which such party has material operations or globally (including any act of terrorism or sabotage or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;
●	any change in general economic, business or regulatory conditions or in financial, credit, currency or securities markets in Canada, the United States, other states or countries in which such Party has material operations or globally;
●	any change (on a current or forward basis) in the price of gold, silver or copper;
●	any adoption, proposed implementation or change in applicable law or any interpretation or application (or non-application) thereof by any governmental entity, or that result from any action taken for the purpose of complying with any of the foregoing;

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●	any change in IFRS or U.S. GAAP, as applicable, or changes in applicable regulatory accounting requirements applicable to the industries in which it conducts business, or that result from any action taken for the purpose of complying with any of the foregoing;
●	the execution, announcement or performance of the arrangement agreement or the consummation of the transactions contemplated therein;
●	compliance with the terms of, or the taking of any actions expressly required by, the arrangement agreement;
●	any actions taken which Newmont or Goldcorp, as applicable, has requested in writing;
●	any failure by a party to meet any analysts’ estimates or expectations of such person’s revenue, earnings or other financial performance or results of operations for any period, or any failure by such party or any of its subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (although the facts and circumstances that give rise to such failure may constitute, or be taken into account in determining whether there has been or will be, a material adverse effect);
●	any proceedings made or brought by any of the current or former stockholders of such party (on their own behalf or on behalf of such party) against Newmont, Goldcorp or any of their directors or officers, arising out of the arrangement agreement or the transactions contemplated thereby; or
●	any change in the market price or trading volume of any securities of such party (although the facts and circumstances that give rise to such changes may be taken into account in determining whether a material adverse effect has occurred) or any suspension of trading in securities generally or on any securities exchange on which any securities of such party trade;

except, however to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the first six of the foregoing bullets disproportionately adversely affect such person and its subsidiaries, taken as a whole, as compared to other companies operating in the industry in which such party operates.

COVENANTS

Goldcorp and Newmont have agreed to undertake certain covenants between the date of the arrangement agreement and the completion of the arrangement. Set forth below is a brief summary of certain of those covenants:

Conduct of Business

Each of Goldcorp and Newmont has undertaken until the effective time of the arrangement (or, if earlier, the date the arrangement agreement is terminated in accordance with its terms), unless expressly required or permitted under certain provisions of the arrangement agreement, as required by applicable law or a governmental entity, or unless the other party consents in writing, to and to cause each of its subsidiaries to (a) in all material respects conduct its and their respective businesses only in, and not take any action except in, the ordinary course of business consistent with past practice, and (b) use commercially reasonable efforts to preserve intact its and their present business organization, goodwill, business relationships and assets and to keep available the services of their officers and employees as a group.

Without limiting the generality of the foregoing, Goldcorp has undertaken not to, and to cause each of its subsidiaries not to, directly or indirectly (nor to authorize, agree to, propose, enter into or modify any contract to do any of the below matters or resolve to do so):

●	amend or propose to amend its articles, by-laws or other constating documents, including partnership agreements, or those of its subsidiaries;
●	incur any indebtedness to fund, directly or indirectly the payment of any dividend or other distribution in respect of any of its shares;

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●	issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to any of the foregoing with respect to any of its equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any of its equity or voting interests or other securities of its subsidiaries, other than as specifically provided in the arrangement agreement;
●	split, combine or reclassify any of its outstanding shares or securities of any of its subsidiaries;
●	redeem, purchase or otherwise acquire or offer to purchase or otherwise acquire its shares or other securities, or any securities of its subsidiaries, other than purchases of its shares in satisfaction of the payment of the exercise price or tax withholdings upon the exercise or vesting of Goldcorp equity awards or in connection with the Goldcorp employee share purchase plan;
●	amend the terms of any securities of it or its subsidiaries;
●	adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of it or any of its subsidiaries;
●	reorganize, amalgamate or merge it or its subsidiaries with any other person;
●	except as specified in the arrangement agreement, sell, pledge, lease, dispose of, mortgage, license, encumber or otherwise transfer or agree to any of the foregoing with respect to any of its or its subsidiaries assets or interests in its assets or its subsidiaries assets;
●	except as specified in the arrangement agreement, acquire or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any person, or, other than investments required by existing contracts to which one of its joint venture entities is a party or bound, make any investment or agree to make any investment, directly or indirectly, in one transaction or in a series of related transactions, either by purchase of shares or securities, contributions of capital (other than to wholly-owned subsidiaries), property transfer or purchase of any property or assets of any other person, other than such investments in securities that do not exceed in the aggregate $10,000,000;
●	except as specified in the arrangement agreement, incur any capital expenditures or enter into any agreement obligating it or its subsidiaries to provide for future capital expenditures;
●	make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS or by applicable law;
●	reduce the stated capital of its shares or any of its subsidiaries;
●	(a) except as specified in the arrangement agreement, incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of it or its subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (b) make any loans, advances (other than any advances to employees in the ordinary course of business consistent with past practice) or capital contributions to, or investments in, any other person, other than to any joint venture of Goldcorp or any of its subsidiaries in the ordinary course of business consistent with past practice or to Goldcorp or any of its subsidiaries or in connection with sale-leaseback transactions;
●	pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations other than (a) the payment, discharge, satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in its or its subsidiaries’ financial statements or incurred in the ordinary course of business or (b) payment of any fees related to the arrangement;

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●	enter into any agreement that, if entered into prior to the date of the arrangement agreement, would be considered a material contract, or modify, amend in any material respect, transfer or terminate any material contract, or waive, release, or assign any material rights or claims thereto or thereunder;
●	enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction, other than in the ordinary course of business consistent with Goldcorp financial risk management policy;
●	materially change the business carried on by it or its subsidiaries, as a whole;
●	except as specified in the arrangement agreement, (a) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of Goldcorp or any of its subsidiaries; (b) grant, accelerate, or increase any payment, bonus, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of Goldcorp or any of its subsidiaries; (c) increase the coverage, contributions, funding requirements or benefits available under any of its benefit plans or create any new benefit plan; (d) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or consultant of Goldcorp or any of its subsidiaries, or grant any general increase in the rate of wages, salaries, bonuses or other remuneration, except for base salary increases for employees (other than senior employees) in the ordinary course of business; (e) make any material determination under any of its benefits plans that is not in the ordinary course of business; (f) establish, adopt, enter into, amend or terminate any collective bargaining agreement or its benefits plans; or (g) take or propose any action to effect any of the foregoing;
●	terminate the employment of any senior employee, except for cause or hire any senior employee;
●	take any action or fail to take any action which action or failure to act would reasonably be expected to cause any governmental entity to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material authorizations necessary to conduct its businesses as now conducted, and use its commercially reasonable efforts to maintain such authorizations; or
●	subject to certain limitations set out in the arrangement agreement, take any action inconsistent with past practice relating to the filing of any tax returns or the withholding, collecting, remitting and payment of any tax; amend any tax return or change any of its methods of reporting; make, change or revoke any material election relating to taxes, enter into any tax sharing, allocation, waiver or indemnification agreement or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment; settle (or offer to settle) any material tax claim, audit, proceeding or re-assessment; make a request for a tax ruling to any governmental entity or make any investments in any corporation that is a foreign affiliate of Goldcorp or any of its subsidiaries, as set forth in the arrangement agreement. Goldcorp shall keep Newmont reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any tax investigations.

In addition, Goldcorp is required to use all commercially reasonably efforts to cause its insurance (or re-insurance) policies maintained by it or its subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that any new insurance (or re-insurance) policy obtained by it or its subsidiaries shall not exceed a term of 12 months.

Newmont has undertaken not to, and to cause each of its subsidiaries not to, directly or indirectly (nor to authorize, agree to, propose, enter into or modify any contract to do any of the below matters or resolve to do so):

●	amend or propose to amend its articles, by-laws or other constating documents, including partnership agreements, or those of its subsidiaries;
●	declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any of its shares of common stock, except for regular quarterly dividends to its stockholders in the ordinary course consistent with past practice and any such action solely between or among it and its subsidiaries or between or among its subsidiaries;

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●	issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to any of the foregoing with respect to any of its equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any equity or voting interests or other securities of its subsidiaries, other than as specifically provided in the arrangement agreement;
●	split, combine or reclassify any of its outstanding shares of common stock;
●	redeem, purchase or otherwise acquire or offer to purchase or otherwise acquire its shares of common stock or other securities, other than (a) ordinary course purchases of its shares of common stock made in the public markets and at the prevailing market price, and (b) purchases of its shares of common stock in satisfaction of the payment of the exercise price or tax withholdings upon the exercise or vesting of Newmont equity awards;
●	amend the terms of any of its securities;
●	adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Newmont;
●	reorganize, amalgamate or merge Newmont with any other person;
●	make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by U.S. GAAP or by applicable law;
●	reduce the stated capital of its shares of common stock;
●	sell, pledge, lease, dispose of, mortgage, license, encumber or otherwise transfer or agree to any of the foregoing with respect to any material assets of Newmont or any of its subsidiaries or any interest in any assets of Newmont or any of its subsidiaries, other than (a) in the ordinary course of business consistent with past practice, and (b) any such action solely between or among Newmont and its subsidiaries or between or among its subsidiaries; or
●	materially change the business carried on by it or its subsidiaries, as a whole.

Mutual Covenants

Each of Goldcorp and Newmont has undertaken that, other than in connection with obtaining the required regulatory approvals, that, from the date of the arrangement agreement until the earlier of the effective time of the arrangement or the time that the arrangement agreement is terminated in accordance with its terms, it will:

●	use its commercially reasonable efforts to, and shall cause its subsidiaries to use all commercially reasonable efforts to, complete the arrangement, including by obtaining all necessary waivers, consents and approvals required pursuant to certain material contracts, obtaining all necessary material authorizations required under applicable laws, fulfilling all conditions to closing and co-operating in connection with the performance by it and its subsidiaries of their obligations under the arrangement agreement;
●	not take any action, refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with the arrangement agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the arrangement or the other transactions contemplated in the arrangement agreement, including, any action or the entering into of any transaction that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of not obtaining, any regulatory approval or otherwise prevent, delay or impede the consummation of the transactions contemplated by the arrangement agreement;
●	use commercially reasonable efforts to: (a) defend all lawsuits or other legal, regulatory or other proceedings against itself or any of its subsidiaries challenging or affecting the arrangement agreement or the transactions contemplated in the arrangement agreement, (b) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order relating to itself or any of its subsidiaries which may materially adversely affect the ability of the parties to consummate the arrangement, and (c) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the arrangement, any law that makes consummation of the arrangement illegal or otherwise prohibits consummating the arrangement; and
●	carry out the terms of the interim order and the final order.

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Goldcorp Employment Matters

Each of Goldcorp and Newmont, and the Goldcorp board of directors (and any relevant committee thereof), will take such actions as are necessary from and after the effective time of the arrangement, to effect the terms of the plan of arrangement and arrangement agreement with respect to the treatment of securities of Goldcorp, including Goldcorp phantom RSUs, Goldcorp PSUs, Goldcorp RSUs and options and with respect to Goldcorp’s employee share purchase plan. Each of Goldcorp and Newmont also acknowledge that the arrangement will result in a “change of control” for the purposes of Goldcorp’s employment agreements and benefit plans. After the effective time of the arrangement, Newmont agrees to cause Goldcorp and any successor to Goldcorp to honor and comply in all material respects with the terms of all existing employment, indemnification, change in control, change of control, severance, termination or other compensation arrangements and employment and severance obligations of Goldcorp or any of its subsidiaries that were entered into prior to the date of the arrangement agreement in the ordinary course of business (or, if not in the ordinary course of business, have been disclosed to Newmont).

Regulatory Approvals

Each of Goldcorp and Newmont has undertaken to, and to cause their respective subsidiaries to, (a) file a “no action” letter and a waiver under Section 113(c) of the Competition Act with the commissioner of competition within ten business days after the execution of the arrangement agreement, (b) file a notification under Part IX of the Competition Act within ten business days after Newmont’s instruction, (c) file an application for review under the Investment Canada Act within 10 business days after the date of execution of the arrangement agreement after which time Newmont must submit proposed written undertakings to the Director of Investments under the Investment Canada Act within ten business days after the application is submitted, and (d) file, as promptly as practicable after the execution of the arrangement agreement, all filings and notifications under applicable antitrust laws, including all filings required to obtain the Key Regulatory Approvals (as defined in the arrangement agreement), other than approvals pursuant to the Competition Act and the Investment Canada Act, and any filings or notifications under any other applicable laws required to obtain any other regulatory approval. Each of Goldcorp and Newmont have also agreed to provide each relevant governmental entity with all non-privileged information, documents, data and other things requested by such environmental entity or that are necessary or advisable to permit consummation of the transactions contemplated by the arrangement agreement as promptly as practicable following any such request.

Each of Goldcorp and Newmont has undertaken not enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the regulatory approvals required under the arrangement agreement materially more difficult or challenging, or cause a material delay.

Each of Goldcorp and Newmont has undertaken to use their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by the arrangement agreement as promptly as practicable after the date of the arrangement agreement. To the extent that the minister of Innovation, Science and Economic Development Canada (and/or other ministers responsible for the Investment Canada Act) or his designees propose any amendments or require enhancements to such proposed undertakings contemplated in the arrangement agreement, Newmont shall propose, negotiate and enter into reasonable undertakings necessary to obtain the approval under the Investment Canada Act, except as specified in the arrangement agreement. Newmont has undertaken to, acting reasonably, determine and direct all matters and efforts relating to the obtaining of all regulatory approvals required under the arrangement agreement, and to consider the views and input of Goldcorp in good faith.

No Solicitation of Alternative Transactions and Changes of Recommendation

Each of Goldcorp and Newmont has agreed not to and to cause its subsidiaries and their respective directors, officers and employees not to, and to use its reasonable best efforts to cause their respective representatives not to:

●	solicit, assist, initiate, knowingly encourage or otherwise facilitate any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an acquisition proposal (as defined below), except as expressly permitted in the arrangement agreement;

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●	enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an acquisition proposal;
●	accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any acquisition proposal, except as expressly permitted by the arrangement agreement;
●	(a) fail to make, or withdraw, amend, modify or qualify, in a manner adverse to the other party or fail to publicly reaffirm (without qualification) the recommendation of its board of directors of the arrangement within five business days (and in any case prior to the meeting of its stockholders or shareholders, as applicable) after having been requested in writing by the other party to do so (acting reasonably), (b) accept, approve, endorse or recommend an acquisition proposal (or publicly proposing to do so), (c) take no position or a neutral position with respect to an acquisition proposal for more than five business days after the public announcement of such acquisition proposal, or (d) resolve or propose to take any of the foregoing actions; or
●	make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of its board of directors of the transactions contemplated in the arrangement agreement.

Each of Goldcorp and Newmont agreed to, and to cause its subsidiaries and representatives to, immediately cease any existing solicitation, discussions, negotiations or other activities commenced prior to the date of the arrangement agreement with any person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an acquisition proposal. Each of Goldcorp and Newmont must enforce all standstill covenants to which third parties are subject.

Each of Goldcorp and Newmont agreed to discontinue access to, and disclosure of, its and its subsidiaries’ confidential information and to request the return or destruction of all confidential information previously provided to any person (other than to one another) as soon as possible and to enforce all standstill, confidentiality, non-disclosure, business purpose, use or similar agreements or restrictions to which it or its subsidiaries is a party.

Each of Goldcorp and Newmont must notify the other party as soon as practicable, and in any event within 24 hours, of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an acquisition proposal it receives or otherwise becomes aware of, and keep the other party promptly and fully informed of the material developments and discussions and negotiations with respect to such proposal.

If, at any time prior to a party obtaining the approval of its stockholders or shareholders, as applicable, Goldcorp or Newmont, as applicable, receives a request for material non-public information or to enter into discussions from a person that makes an unsolicited bona fide written acquisition proposal that did not result from a breach of the arrangement agreement (and which has not been withdrawn) and the party’s board of directors determines, in good faith after consultation with its outside financial and legal advisors, that such acquisition proposal constitutes or would reasonably be expected to constitute a superior proposal (as defined below) (disregarding, for the purposes of such determination, any due diligence or access condition to which such acquisition proposal is subject), then, and only in such case, Goldcorp or Newmont, as applicable, may (x) enter into, participate in, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such acquisition proposal, and (y) provide the person making such acquisition proposal with, or access to, confidential information regarding itself and its subsidiaries, but only to the extent that the other party had previously been, or is concurrently, provided with, or given access to, the same information, and only if such party is in compliance with the arrangement agreement and Goldcorp or Newmont, as applicable, has entered into a confidentiality and standstill agreement on terms no less favorable in the aggregate to Goldcorp or Newmont, as applicable, than the confidentiality agreement entered into between Goldcorp and Newmont in connection with the arrangement.

An “acquisition proposal” is an offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any person or group of persons (other than the parties or their affiliates) relating to:

●

any direct or indirect acquisition or purchase of (a) the assets of Goldcorp or Newmont, as applicable, and/or one or more of its subsidiaries that constitute 20% or more of its consolidated assets together with its subsidiaries, or which contribute 20% or more of its consolidated revenue together with its subsidiaries; or (b) 20% or more of any voting or equity securities of Goldcorp or Newmont, as applicable, or of its subsidiaries that contribute 20% or more of its consolidated revenues or constitute 20% or more of its consolidated assets together with its subsidiaries;

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●	any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting or equity securities of Goldcorp or Newmont, as applicable;
●	a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction involving Goldcorp or Newmont, as applicable, or any of its subsidiaries that constitute 20% or more of the consolidated assets of Goldcorp or Newmont, as applicable, together with its subsidiaries, or which contribute 20% or more of the consolidated revenue of Goldcorp or Newmont, as applicable, together with its subsidiaries; or
●	any other transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by the arrangement agreement or the arrangement and, in the case of an acquisition proposal relating to Goldcorp, would reasonably be expected to materially reduce the benefits to Newmont of the arrangement.

A “superior proposal” is an alternative transaction that (among other things) relates to an acquisition of 100% of the party’s shares or substantially all of the assets of the party and:

●	is not subject to any financing condition;
●	is not subject to a due diligence and/or access condition;
●	is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the person making such proposal; and
●	the applicable board of directors determines in good faith, after consultation with its outside financial and legal advisors, would result in a transaction that is more favorable, from a financial point of view, to the applicable party’s stockholders or shareholders, as applicable, than the arrangement.

The board of directors of each of Goldcorp and Newmont may not change its recommendation in favor of the arrangement unless:

●	the board of directors has determined that the acquisition proposal constitutes a superior proposal;
●	approval of that party’s stockholders or shareholders, as applicable, has not been obtained;
●	the party has been, and continues to be, in compliance in all material respects with its non-solicitation covenants; and
●	the party first provides the other party written notice of a superior proposal and a five business day “right to match” the superior proposal (during which period the other party may propose amendments to the arrangement, including to the consideration) and, if the other party has proposed to amend the terms of the arrangement, the board of directors, after consultation with its outside financial and legal advisors, determines that the acquisition proposal remains a superior proposal compared to the other party’s proposed amendment to the terms of the arrangement. Each successive modification of any acquisition proposal will require a new written notice and a new five business day period commencing at the time of such new notice.

Notwithstanding any change in recommendation, unless the arrangement agreement has been terminated in accordance with its terms, the party whose board of directors changed its recommendation must still hold its stockholder or shareholder meeting, as applicable, and allow its stockholders or shareholders, as applicable, to vote on the arrangement, and such party is not permitted, except in accordance with applicable law, to submit to a vote of its stockholders or shareholders, as applicable, any acquisition proposal other than the arrangement prior to the termination of the arrangement agreement.

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Pre-Acquisition Reorganization

Subject to certain limitations as set forth in the arrangement agreement, Goldcorp has agreed that, at Newmont’s request, it will use commercially reasonable efforts to perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Newmont may request prior to the effective date of the arrangement, acting reasonably, and to cooperate with Newmont and its advisors to determine the nature of the reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. Newmont is required to provide written notice to Goldcorp of any proposed reorganization transactions in reasonable written detail at least ten business days prior to the effective date of the arrangement.

Goldcorp and its subsidiaries will not be obligated to participate in any such pre-acquisition reorganization unless such pre-acquisition reorganization, in the opinion of Goldcorp, acting reasonably: (a) cannot reasonably be expected to result in any taxes being imposed on, or any adverse taxes consequences to shareholders of Goldcorp incrementally greater than the taxes to such party in connection with the consummation of the arrangement absent any pre-acquisition reorganization; (b) is not prejudicial to Goldcorp or its shareholders in any material respect; (c) does not require Goldcorp to obtain the approval of securityholders of Goldcorp or proceed absent any required consent of any third party (including any regulatory approval); (d) does not unreasonably interfere with Goldcorp’s material operations prior to the effective time of the arrangement; (e) does not require Goldcorp or its subsidiaries to contravene any contract, regulatory approval or applicable laws, or its organization documents; (f) can be completed immediately prior to the effective date; and (g) does not impair the ability of Goldcorp to consummate, and will not prevent or materially delay the consummation of, the arrangement, and would not reasonably be expected to prevent any person from making a superior proposal.

Unless the arrangement is not completed due to a breach by Goldcorp of the terms and conditions of the arrangement agreement or in circumstances that would give rise to the payment by Goldcorp of a termination fee, Newmont has agreed that it will be responsible for all reasonable costs and expenses associated with any such reorganization.

Financing Cooperation

Subject to certain specified limitations, Goldcorp has agreed to use commercially reasonable efforts to provide, and to cause its subsidiaries to provide, such cooperation as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date of the arrangement agreement of Goldcorp or its subsidiaries. These efforts may include, among other things, commercially reasonable efforts to: (a) provide assistance with any discussions of and/or furnish financial data and information reasonably required in connection with any debt financing, (b) provide accounting assistance in connection with any debt financing, including in connection with providing customary comfort letters and consents, (c) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont, and (d) authorize and facilitate discussions, meetings and other engagement by Newmont, its subsidiaries or affiliates with Goldcorp’s or its subsidiaries’ lenders.

The consummation of the arrangement is not conditioned upon the consummation of, or the receipt by Newmont of proceeds from, any debt financing.

Other Covenants and Agreements

The arrangement agreement contains certain other covenants and agreements, including covenants relating to:

●	cooperation between Goldcorp and Newmont in connection with public announcements and shareholder or stockholder, as applicable, communications;
●	cooperation between Goldcorp and Newmont in the preparation and filing of the circular and this proxy statement;
●	the use of reasonable best efforts by Newmont to cause the shares of Newmont common stock to be issued to Goldcorp shareholders in exchange for their Goldcorp common shares or upon the exercise of (a) the replacements RSUs issuable pursuant to the arrangement or (b) the Goldcorp options outstanding at the effective time of the arrangement (whether vested or unvested), to be listed on the NYSE and Goldcorp’s agreement to use reasonable best efforts to cooperate with Newmont in connection with the foregoing;

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●	to the extent necessary, the filing of one or more registration statements on Form S-8 with the SEC to register the shares of Newmont common stock issuable upon exercises of replacement RSUs or Goldcorp options;
●	the use of commercially reasonable efforts by Newmont to ensure that the shares of Newmont common stock forming part of the consideration are either registered or qualified under all applicable U.S. state securities laws, or exempt from such registration and qualification requirements;
●	access by each party to certain information about the other party during the period prior to the effective time of the arrangement and the parties’ agreement to keep information exchanged confidential; and
●	indemnification of directors and officers of Goldcorp and its subsidiaries in respect of claims arising from facts or events which occurred on or prior to the effective time of the arrangement.

CONDITIONS TO COMPLETION OF THE ARRANGEMENT

The respective obligations of Goldcorp and Newmont to complete the arrangement are subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

●	the Goldcorp resolution having been duly approved by the Goldcorp shareholders at the special meeting of the Goldcorp shareholders held to consider such special resolution, which approval requires 662/3% of the votes cast by Goldcorp shareholders present in person or represented by proxy voting together as a single class;
●	the amendment proposal and the share issuance proposal having been duly approved, which approval requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the record date for the special meeting for the amendment proposal and the affirmative vote of the holders of a majority of the votes cast on the share issuance proposal at the special meeting for the share issuance proposal;
●	the interim order and the final order each having been obtained on terms consistent with the arrangement agreement and in form and substance acceptable to each of Newmont and Goldcorp, acting reasonably, and not having been set aside or modified in a manner unacceptable to either Goldcorp or Newmont, each acting reasonably, on appeal or otherwise;
●	no order or law being in effect that has the effect of making the arrangement illegal or otherwise preventing or prohibiting consummation of the arrangement;
●	the shares of Newmont common stock to be issued as consideration shares pursuant to the arrangement having been, subject to customary conditions, approved for listing on the NYSE;
●	all of the Key Regulatory Approvals (as defined in the arrangement agreement) having been obtained; and
●	the shares of Newmont common stock to be issued as consideration shares pursuant to the arrangement and Newmont RSUs to be issued in exchange for the Goldcorp RSUs pursuant to the arrangement having been exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof.

The obligation of Newmont to complete the arrangement is subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

●

the representations and warranties of Goldcorp in the arrangement agreement regarding (a) organization and qualification, authority relative to the arrangement agreement and absence of certain changes or events are true and correct in all respects as of the date of the arrangement agreement and the effective time as if made as at and as of such time, (b) capitalization and listing and subsidiaries are true and correct in all respects (other than de minimis inaccuracies) as of the date of the arrangement agreement and the effective time as if made as at and as of such time, and (c) all other representations and warranties of Goldcorp are true and correct in all respects as of the date of the arrangement agreement and as of the effective time as if made at and as of such time, except (in the case of clause (c)) where such failures of such representations and warranties to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect (as defined below) on such party;

●

Goldcorp having complied in all material respects with the covenants required to be performed by it in the arrangement agreement;

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●	no material adverse effect on Goldcorp having occurred or been disclosed to the public (if previously undisclosed) since the date of the arrangement agreement;
●	Goldcorp having provided to Newmont a certificate of two senior officers of Goldcorp certifying as of the effective date that the preceding three conditions have been satisfied; and
●	dissent rights not having been exercised (or, if exercised, not withdrawn) with respect to more than 10% of the issued and outstanding Goldcorp common shares.

The obligation of Goldcorp to complete the arrangement is subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

●	the representations and warranties of Newmont in the arrangement agreement regarding (a) organization and qualification, authority relative to the arrangement agreement and absence of certain changes or events are true and correct in all respects as of the date of the arrangement agreement and the effective time as if made as at and as of such time; (b) capitalization and listing are true and correct (other than de minimis inaccuracies), and all other representations and warranties of Newmont are true and correct in all respects as of the date of the arrangement agreement and the effective time as if made at and as of such time, except where (in the case of clause (c)) the failures of such representations and warranties to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on such party;
●	Newmont having complied with certain covenants specified in the arrangement agreement and in all material respects with all other covenants required to be performed by it in the arrangement agreement;
●	no material adverse effect on Newmont having occurred or been disclosed to the public (if previously undisclosed) since the date of the arrangement agreement; and
●	Newmont having provided to Goldcorp a certificate of two senior officers of Newmont certifying as of the effective date that the preceding three conditions have been satisfied.

TERMINATION OF THE ARRANGEMENT AGREEMENT

Right to Terminate

The arrangement agreement may be terminated at any time prior to the effective time of the arrangement, whether before or after the approval of the arrangement by the Goldcorp shareholders or the approval of the share issuance and increase in authorized capital by the Newmont stockholders, under the following circumstances:

●	by mutual written agreement of Newmont and Goldcorp;
●	by either Newmont or Goldcorp, if:

○	the effective date of the arrangement has not occurred on or before the outside date of the arrangement (being July 31, 2019, as such date may be extended in accordance with the arrangement agreement), except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failures;
○	a final and non-appealable law or order has been enacted, entered or promulgated following the execution of the arrangement agreement that makes the consummation of the arrangement illegal or otherwise prohibits or enjoins the parties from consummating the arrangement;
○	Goldcorp shareholder approval of the arrangement is not obtained at the special meeting of Goldcorp shareholders, except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failure;
○	Newmont stockholder approval of the share issuance and increase in authorized capital is not obtained at the special meeting of Newmont stockholders, except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failure;

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○	the other party’s board of directors changes its recommendation with respect to the arrangement;
○	the other party breaches its non-solicitation covenants in any material respect;
○	a material adverse effect has occurred and is continuing in relation to the other party;
○	the other party has breached any of its representations or warranties or failed to perform any covenant or agreement, which breach or failure to perform would cause certain conditions to the arrangement not to be fulfilled and such conditions are incapable of being satisfied by July 31, 2019 (as such date may be extended in accordance with the arrangement agreement); or
○	its own board of directors changes its recommendation in accordance with the terms of the arrangement agreement and, at the time of termination of the arrangement, either (a) the meeting of Newmont stockholders is scheduled for a date that is later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders has not been scheduled; provided that such right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

The party desiring to terminate shall give written notice to the other party, specifying in reasonable details the basis for the exercise of its termination right.

If the arrangement agreement is terminated in accordance with its terms, there will be no liability on the part of any party thereto, except certain provisions of the arrangement agreement will survive such termination.

Termination Fees

Goldcorp is required to pay a termination fee of $350 million to Newmont in the event that:

●	the arrangement agreement is terminated by Newmont due to a change in recommendation by Goldcorp;
●	the arrangement agreement is terminated by either party due to a failure to obtain the approval of Goldcorp shareholders following a change in recommendation by Goldcorp (but not including termination by either party in circumstances where the change in recommendation by Goldcorp resulted from the occurrence of a material adverse effect in respect of Newmont);
●	the arrangement agreement is terminated by either party due to the effective date of the arrangement not occurring prior to the outside date of the arrangement or a failure to obtain the approval of Goldcorp shareholders, or by Newmont if Goldcorp is in breach of its representations, warranties or covenants under the arrangement agreement, but only if in these termination events:

○	prior to such termination, a bona fide acquisition proposal for Goldcorp shall have been made or publicly announced by any person other than Newmont (and, if the meeting of Goldcorp shareholders is held, is not withdrawn at least five business days prior to the date of the meeting of Goldcorp shareholders); and
○	within 12 months following the date of such termination, (i) Goldcorp or one or more of its subsidiaries enters into a definitive agreement in respect of an acquisition proposal for Goldcorp and such acquisition proposal is later consummated (whether or not within 12 months after such termination) or (ii) an acquisition proposal for Goldcorp shall have been consummated (whether or not such acquisition proposal is the same acquisition proposal referred to in paragraph (a) above); provided that for the purposes of this section of the arrangement agreement, acquisition proposal refers to a “Goldcorp Acquisition Proposal” as defined in the arrangement agreement except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”; or

●

the arrangement agreement is terminated by Goldcorp after the Goldcorp board of directors changes its recommendation, and at the time of termination of the arrangement agreement, either (a) the meeting of Newmont stockholders is scheduled for a date later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders meeting has not been scheduled; provided that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

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Newmont is required to pay a termination fee of $650 million to Goldcorp in the event that:

●	the arrangement agreement is terminated by Goldcorp pursuant to a change in recommendation by Newmont;
●	the arrangement agreement is terminated by either party pursuant to a failure to obtain the approval of Newmont stockholders following a change in recommendation by Newmont (but not including termination by either party in circumstances where the change in recommendation by Newmont resulted from the occurrence of a material adverse effect in respect of Goldcorp);
●	the arrangement agreement is terminated by either party due to the effective date of the arrangement not occurring prior to the outside date of the arrangement or a failure to obtain the approval of Newmont stockholders, or by Goldcorp if Newmont is in breach of its representations, warranties or covenants under the arrangement agreement, but only if in these termination events:

○	prior to such termination, a bona fide acquisition proposal for Newmont shall have been made or publicly announced by any person other than Goldcorp (and, if the meeting of Newmont stockholders is held, is not withdrawn at least five business days prior to the date of the meeting of Newmont stockholders); and
○	within 12 months following the date of such termination, (i) Newmont or one or more of its subsidiaries enters into a definitive agreement in respect of an acquisition proposal for Newmont and such acquisition proposal is later consummated (whether or not within 12 months after such termination) or (ii) an acquisition proposal for Newmont shall have been consummated (whether or not such acquisition proposal is the same acquisition proposal referred to in paragraph (a) above); provided that for the purposes of this section of the arrangement agreement, acquisition proposal refers to a “Newmont Acquisition Proposal” as defined in the arrangement agreement except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”; or

●

the arrangement agreement is terminated by Newmont after the Newmont board of directors changes its recommendation, and at the time of termination of the arrangement agreement, either (a) the meeting of Newmont stockholders is scheduled for a date later than April 11, 2019; or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders meeting has not been scheduled; provided that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

AMENDMENTS, EXTENSIONS AND WAIVERS

Amendments

The arrangement agreement may be amended by the parties. All such amendments must be in writing signed by each party.

Extensions and Waivers

At any time prior to the completion of the arrangement, any party to the arrangement agreement may:

●	extend the time for the performance of any of the obligations or other acts of any other party;
●	waive compliance, except as provided in the arrangement agreement, with any of the other party’s agreements or the fulfillment of any conditions to its own obligations; or
●	waive inaccuracies in any of the other party’s representations or warranties;

provided, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

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THE SUPPORT AND VOTING AGREEMENTS

The summary of the material provisions of the support and voting agreements below and elsewhere in this proxy statement is qualified in its entirety by reference to the form of support and voting agreements, copies of which are attached to this proxy statement as Annex C and Annex D. This summary may not contain all of the information about the support and voting agreements that is important to you. We urge you to read carefully the form of support and voting agreements in their entirety, before making a decision on the amendment proposal or the share issuance proposal presented.

On January 14, 2019, in connection with the signing of the arrangement agreement, each of Goldcorp and Newmont entered into support and voting agreements with one another’s directors and certain members of one another’s respective executive leadership teams, in their capacity as shareholders or stockholders, as applicable. As of the record date, Goldcorp shareholders subject to support and voting agreements with Newmont, collectively, owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately     % of the outstanding Goldcorp common shares on a non-diluted basis and approximately     % of the outstanding Goldcorp common shares on a partially-diluted basis, assuming the exercise or vesting of their Goldcorp options and Goldcorp RSUs. As of the record date, Newmont stockholders subject to support and voting agreements with Goldcorp, which includes all 12 current directors of Newmont and Thomas Palmer, Nancy Buese, Elaine Dorward-King, Randy Engel, Stephen Gottesfeld, Scott Lawson, William MacGowan and Marcelo Godoy from the Newmont executive leadership team, collectively, owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately     % of the outstanding shares of Newmont common stock on a non-diluted basis and approximately     % of the outstanding Newmont common stock on a partially-diluted basis, assuming the exercise or vesting of their Newmont RSUs, Newmont PSUs, Newmont options and Newmont DSUs.

The support and voting agreements set forth, among other things, the agreement of such stockholders or shareholders, as applicable, to (a) vote all of their shares in favor of the Goldcorp resolution, in the case of Goldcorp shareholders, and the amendment proposal and share issuance proposal, in the case of Newmont stockholders, as well as any other resolutions necessary for the consummation of the arrangement and against any resolution, action, proposal, transaction or agreement proposed by any person that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the arrangement or delay or interfere with the completion of the arrangement; (b) if requested, deliver or cause to deliver to the applicable transfer agent duly executed proxies or voting instruction forms completed as specified in the support and voting agreement; (c) not to take any other action of any kind, including voting or not voting and relevant securities, that would reasonably be expected to preclude, delay or interfere with the completion of the arrangement; and (d) not to, directly or indirectly, sell transfer, pledge or assign, or agree to sell transfer, pledge or assign, any of the relevant securities governed by the support and voting agreement (except with consent or pursuant to the arrangement agreement or a permitted 10b5-1 plan). Goldcorp shareholders also agree not to exercise any rights to dissent or rights of appraisal in connection with the arrangement.

Notwithstanding the above, if the board of directors of Goldcorp changes its recommendation that the shareholders of Goldcorp approve the Goldcorp resolution, or the board of directors of Newmont changes its recommendation that the stockholders of Newmont approve the amendment proposal and share issuance proposal, the stockholders or shareholders, as applicable, subject to support and voting agreements will be entitled to abstain from voting on (a) the approval, consent, ratification and adoption of such resolutions, as applicable, and any other matter necessary for the consummation of the arrangement, and (b) any matter that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the arrangement or delay or interfere with, the completion of the arrangement.

The support and voting agreements terminate upon the earliest of: (a) mutual written agreement; (b) the termination of the arrangement agreement in accordance with its terms; (c) Goldcorp or Newmont, as applicable, varying the terms of the arrangement agreement in a manner that is materially adverse to the stockholder or shareholder, as applicable, without consent or, in the case of the support and voting agreements entered into with Newmont, if Newmont decreases the amount of consideration set out in the arrangement agreement; or (d) the effective time of the arrangement.

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PROPOSAL 1
INCREASE IN AUTHORIZED SHARES

The increase in the number of authorized shares of common stock in the Restated Certificate of Incorporation is intended to permit the issuance of a sufficient number of shares of common stock, to be issued as consideration shares in connection with the arrangement.

The arrangement agreement requires that Newmont issue and deliver to Goldcorp approximately 285 million shares of common stock, which is referred to as the consideration shares. In order to issue the consideration shares to Goldcorp shareholders in connection with the arrangement, it is necessary to amend our certificate of incorporation to increase the amount of authorized capital stock from 755,000,000 shares, divided into 750,000,000 shares of common stock, par value $1.60, and 5,000,000 shares of preferred stock, par value $5.00, to 1,285,000,000 shares, divided into 1,280,000,000 shares of common stock, par value $1.60, and 5,000,000 shares of preferred stock, par value $5.00. The arrangement agreement also requires that Newmont change its name to “Newmont Goldcorp Corporation.” The Newmont board of directors has also approved, subject to commencement of the arrangement, an amendment to Restated Certificate of Incorporation to amend Newmont’s name. The Newmont board of directors has unanimously adopted resolutions approving and declaring advisable, and recommending that our stockholders adopt, the Restated Certificate of Incorporation.

This Proposal 1 and Proposal 2 are conditioned upon each other. Adoption by our stockholders of the Restated Certificate of Incorporation is a condition to the closing of the arrangement and is necessary for Newmont to issue the common stock to Goldcorp at the closing Accordingly, if this Proposal 1 is not adopted at the special meeting, a condition to the closing of the arrangement will not be satisfied and the arrangement will not be completed.

REQUIRED VOTE AND BOARD OF DIRECTORS’ RECOMMENDATION

Assuming the presence of a quorum, in order to become effective this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont’s common stock as of the record date for the special meeting. An abstention from voting or a broker non-vote on this proposal will have the same effect as a vote against this proposal.

The Newmont board of directors unanimously recommends that you vote “FOR” the approval of this proposal.

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PROPOSAL 2
ISSUANCE OF NEWMONT SHARES IN CONNECTION WITH THE TRANSACTION

The Newmont board of directors has unanimously adopted a resolution authorizing, approving, declaring advisable and recommending to Newmont stockholders for their approval the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement.

Section 312.03 of the NYSE Listed Company Manual requires stockholder approval for the issuance of Newmont common stock in instances where the number of securities issued or issuable in payment of the purchase price in a transaction such as the arrangement exceeds 20% of the number of securities of the listed issuer which are outstanding.

As of February 20, 2019, 534,633,309 shares of Newmont common stock were issued and outstanding, of which 1,963,864 were treasury shares. Upon the consummation of the arrangement, Goldcorp shareholders would acquire an aggregate of up to approximately 285 million shares of Newmont common stock, which represents approximately 53% of the shares of Newmont common stock issued and outstanding prior to the consummation of the arrangement. Upon the consummation of the arrangement, Goldcorp shareholders would represent approximately 35% of the shares of Newmont common stock issued and outstanding.

This Proposal 2 and Proposal 1 are conditioned upon each other. Adoption by our stockholders of the issuance of shares of Newmont common stock to Goldcorp shareholders is a condition to the closing of the arrangement and is necessary for Newmont to issue the common stock to Goldcorp at the closing. Accordingly, if this Proposal 2 is not adopted at the special meeting, a condition to the closing of the arrangement will not be satisfied and the arrangement will not be completed.

Required Vote and Board of Directors’ Recommendation

Assuming the presence of a quorum, in order to become effective this proposal requires the affirmative vote of the holders of a majority of the shares of Newmont’s common stock properly cast on the proposal at the special meeting. Under the rules of the NYSE, an abstention is effectively treated as a vote cast against this proposal. A broker non-vote on this proposal will have no effect on the outcome of the vote on this proposal.

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PROPOSAL 3
ADJOURNMENT OF SPECIAL MEETING

Newmont is asking its stockholders to consider and vote on a proposal, subject to the provisions of the arrangement agreement, to approve the adjournment of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

If the number of shares of Newmont common stock present in person or represented by proxy at the special meeting voting in favor of the amendment proposal and the share issuance proposal is insufficient to approve the amendment proposal or the share issuance proposal at the time of the special meeting, then Newmont may move to adjourn the special meeting in order to enable its board of directors to solicit additional proxies in respect of the amendment proposal or the share issuance proposal. In that event, Newmont stockholders will be asked to vote only upon the adjournment proposal, and not on the amendment proposal and the share issuance proposal.

In this proposal, you are being asked to authorize the holder of any proxy solicited by the Newmont board of directors to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the special meeting one or more times for the purpose of soliciting additional proxies. If Newmont stockholders approve the adjournment proposal, Newmont could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Newmont stockholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of the adjournment proposal could mean that, even if Newmont has received proxies representing a sufficient number of votes against the amendment proposal or the share issuance proposal such that the amendment proposal or the share issuance proposal would be defeated, Newmont could adjourn the special meeting without a vote on the amendment proposal or the share issuance proposal and seek to obtain sufficient votes in favor of the amendment proposal or the share issuance proposal to obtain approval of the amendment proposal or the share issuance proposal.

REQUIRED VOTE AND BOARD OF DIRECTORS’ RECOMMENDATION

In order to become effective this proposal requires the affirmative vote of the holders of a majority of the shares of Newmont common stock properly cast on this proposal at the special meeting. Abstentions, failures to submit a proxy (if you do not attend the special meeting in person) and any broker non-votes will have no effect on the outcome of the vote on this proposal.

The Newmont board of directors unanimously recommends that you vote “FOR” the approval of this proposal.

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OTHER MATTERS

OTHER MATTERS FOR ACTION AT THE SPECIAL MEETING

As of the date of this proxy statement, the Newmont board of directors knows of no matters that will be presented for consideration at the special meeting other than as described in this proxy statement.

FUTURE NEWMONT STOCKHOLDER PROPOSALS AND NOMINATIONS

For a stockholder proposal to be included in the proxy statement and form of proxy for the 2019 annual meeting, the proposal must have been received by us at our principal executive offices no later than November 14, 2018. Proposals should be sent to the attention of the Corporate Secretary of the Company. Proposals must conform to and include the information required by SEC Rule 14a-8. We are not required to include in our proxy statement and form of proxy a stockholder proposal that was received after that date or that otherwise fails to meet the requirements for stockholder proposals established by SEC regulations.

Our board of directors amended our by-laws in 2016 to adopt “proxy access” to permit a stockholder (or a group of no more than 20 stockholders) who has maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years and has complied with the other requirements set forth in our by-laws, to submit director nominees (up to the greater of 2 directors or 20% of the board) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements set forth in our by-laws. Notice of director nominees submitted under these by-law provisions must be received by the Corporate Secretary of the Company by no earlier than October 15, 2018, and no later than November 14, 2018. Notice must include the information required by our by-laws, which are available on our website at http://www.newmont.com/about-us/governance-and-ethics/board-and-committee-governance/.

In addition, under our by-laws, stockholders not using proxy access in connection with director nominations must give advance notice of nominations for directors or other business to be addressed at the 2019 annual meeting and such notice must be received at the principal executive offices of the Company no later than the close of business on February 24, 2019, and not earlier than the close of business on January 25, 2019. The advance notice must be delivered to the attention of the Corporate Secretary of the Company. Notice must include the information required by our by-laws.

Mailings to the Corporate Secretary of the Company should be addressed to the attention of Logan Hennessey at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111.

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WHERE YOU CAN FIND MORE INFORMATION

WHERE STOCKHOLDERS CAN FIND MORE INFORMATION ABOUT NEWMONT

Newmont files annual, quarterly and current reports, proxy statements and other information with the SEC. Newmont’s SEC filings are available to the public at the SEC’s website at www.sec.gov or at Newmont’s website at www.newmont.com. Unless otherwise provided below, the information provided in Newmont’s SEC filings (or available on Newmont’s website) is not part of this proxy statement and is not incorporated by reference.

The SEC allows Newmont to incorporate by reference into this proxy statement documents it files with the SEC. This means that, if you are a Newmont stockholder, Newmont can disclose important information to you by referring you to those documents.

The information filed by Newmont and incorporated by reference is considered to be a part of this document, and later information that Newmont files with the SEC will update and supersede that information. Statements contained in this document, or in any document incorporated in this document by reference, regarding the contents of any contract or other document are not necessarily complete and each such statement is qualified in its entirety by reference to such contract or other document filed as an exhibit with the SEC. Newmont incorporates by reference the documents listed below and any documents filed by Newmont pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than documents or information “furnished” to and not “filed” with the SEC) after the date of this proxy statement and before the date of the special meeting:

●	the Newmont Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 21, 2019;
●	portions of the Newmont proxy statement relating to its 2018 Annual Meeting of Stockholders incorporated by reference into Newmont’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 9, 2018; and
●	the Current Reports on Form 8-K filed with the SEC on January 14, 2019 and February 4, 2019.

Newmont undertakes to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first class mail or other equally prompt means, within one business day of receipt of the request, a copy of any or all of the documents incorporated by reference into this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates.

Requests for copies of Newmont filings should be directed to the Corporate Secretary at Newmont Mining Corporation at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 or by telephone at (303) 863-7414.

Document requests from Newmont should be made by          , 2019 in order to receive them before the special meeting.

Stockholders should not rely on information other than that contained or incorporated by reference in this proxy statement. Newmont has not authorized anyone to provide information that is different from that contained in this proxy statement. This proxy statement is dated          , 2019. No assumption should be made that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement will not create any implication to the contrary.

If you would like additional copies of this proxy statement, without charge, or if you have questions about the arrangement, including the procedures for voting your shares, you should contact MacKenzie Partners, Inc., Newmont’s proxy solicitation agent. The address of MacKenzie Partners, Inc. is 1407 Broadway, 27th Floor, New York, New York 10018. You can call MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at (212) 929-5500.

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WHERE STOCKHOLDERS CAN FIND MORE INFORMATION ABOUT GOLDCORP

Goldcorp files reports and furnishes other information to the SEC. Under the multi-jurisdictional disclosure system adopted by the United States, these reports and other information (including financial information) may be prepared, in part, in accordance with the disclosure requirements of Canadian securities laws, which differ from those in the United States. Goldcorp’s SEC filings are available to the public at the SEC’s website at www.sec.gov or at Goldcorp’s website at www.goldcorp.com. Unless otherwise provided below, the information provided in Goldcorp’s SEC filings (or available on Goldcorp’s website) is not part of this proxy statement and is not incorporated by reference.

The SEC allows Newmont to incorporate by reference into this proxy statement documents Goldcorp files with the SEC. This means that, if you are a Newmont stockholder, Newmont can disclose important information to you by referring you to those documents.

The information filed by Goldcorp and incorporated by reference is considered to be a part of this document, and later information that Goldcorp files with the SEC will update and supersede that information. Statements contained in this document, or in any document incorporated in this document by reference, regarding the contents of any contract or other document are not necessarily complete and each such statement is qualified in its entirety by reference to such contract or other document filed as an exhibit with the SEC. The documents listed below and any documents filed by Goldcorp pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than documents or information “furnished” to and not “filed” with the SEC) after the date of this proxy statement and before the date of the special meeting are incorporated by reference into this proxy statement:

●	Goldcorp’s Annual Report on Form 40-F for the fiscal year ended December 31, 2017, filed with the SEC on March 23, 2018; and
●	Goldcorp’s Current Reports on Form 6-K furnished to or filed with the SEC on February 15, 2018, April 25, 2018, July 25, 2018, July 27, 2018, October 25, 2018 and February 14, 2019.

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Annex B

Form of Interim Order

Court File No.: CV-19-614580-00CL

ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST

GOLDCORP INC.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Goldcorp Inc. (“Goldcorp”), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, (the “OBCA”) was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Motion, the Notice of Application issued on February 15, 2019 and the affidavit of Jason Attew sworn February 20, 2019 (the “Supporting Affidavit”), including the Plan of Arrangement, which is attached as Schedule “B” to the draft management information circular of Goldcorp (the “Circular”), which is attached as Exhibit “C” to the Supporting Affidavit, and on hearing the submissions of counsel for Goldcorp and counsel for Newmont Mining Corporation (“Newmont”).

Definitions

1. THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

2. THIS COURT ORDERS that Goldcorp is permitted to call, hold and conduct a special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) in the capital of Goldcorp (the “Goldcorp Shares”) to be held at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, on April 4, 2019 at 9:00 a.m. (Vancouver time) in order for the Shareholders to consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation the Arrangement and the Plan of Arrangement (collectively, the “Arrangement Resolution”).

3. THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of special meeting of Shareholders, which accompanies the Circular (the “Notice of Meeting”) and the articles and by-laws of Goldcorp, subject to what may be provided hereafter and subject to further order of this Court.

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4. THIS COURT ORDERS that the record date (the “Record Date”) for determination of the Shareholders entitled to notice of, and to vote at, the Meeting shall be February 22, 2019, and shall not change in respect of any adjournments or postponements of the Meeting.

5. THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

	(a)	the Shareholders or their respective proxyholders;
	(b)	the officers, directors, auditors and advisors of Goldcorp;
	(c)	representatives and advisors of Newmont; and
	(d)	other persons who may receive the permission of the Chair of the Meeting.

6. THIS COURT ORDERS that Goldcorp may transact such other business at the Meeting as is contemplated in the Circular, or as may otherwise be properly before the Meeting.

Quorum

7. THIS COURT ORDERS that the Chair of the Meeting shall be determined by Goldcorp in accordance with the by-laws of Goldcorp and that the quorum at the Meeting shall be at least two (2) Shareholders holding or representing at least one third (33^1/3%) of the total number of issued Goldcorp Shares at the opening of the Meeting who are entitled to vote at the Meeting, whether present in person or by proxy.

Amendments to the Arrangement and Plan of Arrangement

8. THIS COURT ORDERS that Goldcorp is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

9. THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement, as referred to in paragraph 8, above, would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Goldcorp may determine.

Amendments to the Circular

10. THIS COURT ORDERS that Goldcorp is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs 12 and 13 hereof.

Adjournments and Postponements

11. THIS COURT ORDERS that Goldcorp, if it deems advisable and subject to the provisions of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Goldcorp may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

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Notice of Meeting

12. THIS COURT ORDERS that, in order to effect notice of the Meeting, Goldcorp shall send the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting and the form of proxy or voting instruction form, as applicable, along with such amendments or additional documents as Goldcorp may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “Meeting Materials”), to the following:

(a)	the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting by one or more of the following methods:
	(i)	by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Goldcorp, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Goldcorp;
	(ii)	by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or
	(iii)	by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Goldcorp, who requests such transmission in writing and, if required by Goldcorp, who is prepared to pay the charges for such transmission;
(b)	non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer; and
(c)	the directors and auditors of Goldcorp, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting; and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

13. THIS COURT ORDERS that, in the event that Goldcorp elects to distribute the Meeting Materials, Goldcorp is hereby directed to distribute the Circular (including the Notice of Application and this Interim Order), and any other communications or documents determined by Goldcorp to be necessary or desirable (collectively, the “Court Materials”) to the holders of Goldcorp Options, Goldcorp PSUs, Goldcorp RSUs and Goldcorp Phantom RSUs by any method permitted for notice to Shareholders as set forth in paragraphs 12(a) or 12(b), above, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of Goldcorp or its registrar and transfer agent at the close of business on the Record Date.

14. THIS COURT ORDERS that accidental failure or omission by Goldcorp to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Goldcorp, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Goldcorp, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

15. THIS COURT ORDERS that Goldcorp is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials as Goldcorp may determine in accordance with the terms of the Arrangement Agreement (“Additional Information”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Goldcorp may determine.

16. THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting, the right to appear before the Court, and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting

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Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

17. THIS COURT ORDERS that Goldcorp is authorized to use the proxies substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as Goldcorp may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Goldcorp and Newmont are authorized, at their expense, to solicit proxies, directly or through their respective officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as they may determine. Goldcorp may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Shareholders, if Goldcorp deems it advisable to do so.

18. THIS COURT ORDERS that, in respect of the Arrangement Resolution, Shareholders shall be entitled to revoke their proxies in accordance with subsection 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to clause 110(4)(a) of the OBCA: (a) may be deposited at the registered office of Goldcorp at Suite 2100, 20 King Street West, Toronto, Ontario, M5H 3C2, Attention: Lara Jackson, as set out in the Circular, and any such instruments must be received by Goldcorp not later than the last Business Day immediately preceding the Meeting (or any adjournment or postponement thereof); or (b) may be provided to the Chair of the Meeting at the Meeting (or any adjournment or postponement thereof) and prior to the vote in respect of the Arrangement Resolution or in any other way permitted by Law.

Voting

19. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold Goldcorp Shares as of the close of business (Vancouver time) on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

20. THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Goldcorp Share and that in order for the Plan of Arrangement to be implemented, subject to further order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of at least two-thirds (66⅔%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the Shareholders. Such votes shall be sufficient to authorize Goldcorp to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

21. THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Goldcorp (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Goldcorp Share held as of the Record Date.

Dissent Rights

22. THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any registered Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Goldcorp in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received not later than 4:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.

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23. THIS COURT ORDERS that Newmont shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for Goldcorp Shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Plan of Arrangement. In accordance with the Plan of Arrangement and the Circular, all references to the “corporation” in section 185 of the OBCA shall be deemed to refer to Newmont in place of the “corporation”, and Newmont shall have all of the rights, duties and obligations of the “corporation” under section 185 of the OBCA.

24. THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:

(i)	is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Goldcorp Shares, shall be deemed to have transferred those Goldcorp Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to Newmont in consideration for a payment of cash from Newmont equal to such fair value; or
(ii)	is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Goldcorp Shares pursuant to the exercise of the Dissent Rights, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall Goldcorp or Newmont or any other person be required to recognize such Shareholders as holders of Goldcorp Shares at or after the time at which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Goldcorp’s register of Goldcorp Shares at that time.

Hearing of Application for Approval of the Arrangement

25. THIS COURT ORDERS that upon approval by the Shareholders of the Arrangement Resolution in the manner set forth in this Interim Order, Goldcorp may apply to this Court for final approval of the Arrangement, at a hearing at which the substantive and procedural fairness of the Arrangement is considered and at which the Shareholders and holders of Goldcorp RSUs have the right to appear, subject to section 27 hereof, which final order will serve as a basis of a claim for the exemption from the registration requirements of the United States Securities Act of 1933, as amended, set forth in Section 3(a)(10) thereof regarding the distribution of securities pursuant to the Arrangement.

26. THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Circular, when sent in accordance with paragraphs 12 and 13, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served, unless a Notice of Appearance is served in accordance with paragraph 27.

27. THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Goldcorp as soon as reasonably practicable, and, in any event, by 4:00 p.m. (Toronto time) on the second last Business Day before the hearing of this Application at the following addresses:

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28. THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application for final approval of the Arrangement shall be:

29. THIS COURT ORDERS that any materials to be filed by Goldcorp in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.

30. THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 shall be entitled to be given notice of the adjourned date.

Precedence

31. THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Goldcorp Shares, Goldcorp Options, Goldcorp PSUs, Goldcorp RSUs. Goldcorp Phantom RSUs, or the articles or by-laws of Goldcorp, this Interim Order shall govern.

Extra-Territorial Assistance

32. THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

Variance

33. THIS COURT ORDERS that Goldcorp shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

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Notwithstanding any other provision of this letter agreement, the Acquiror hereby agrees and acknowledges that the Holder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Holder in its capacity as a director or officer of the Company (if the Holder holds such office).  Without limiting the foregoing, the Acquiror acknowledges and agrees that (a) action taken by the Holder in its capacity as director or officer of the Company shall not be a violation of this letter agreement; and (b) nothing in this letter agreement shall prevent the Holder from serving as, or fulfilling its fiduciary duties as, a director of the Company.

 

GENERAL

 

The parties agree that the details of this letter agreement may be described in any press release, information circular or other communication prepared by the Company or the Acquiror in connection with the Arrangement and in any material change report prepared by the Company in connection with the execution and delivery of this letter agreement and further agree to this letter agreement being made publicly available, including by filing on SEDAR and by any filings made under the securities laws of the United States or any state thereof (including disclosure of each parties’ identity, ownership of Holder Securities and the nature of the parties’ commitments, arrangements and understandings under this letter agreement and any other information required by applicable Law), in accordance with applicable securities Laws.

 

This letter agreement shall terminate and be of no further force or effect only upon the earliest of: (a) our written agreement; (b) the termination of the Arrangement Agreement in accordance with its terms; (c) if the Acquiror decreases the amount of the Consideration set out in the Arrangement Agreement or otherwise varies the terms of the Arrangement Agreement in a manner that is materially adverse to the Holder, in either case without my consent; or (d) the Effective Time.

 

This letter agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

This letter agreement shall be binding upon you and I and upon our respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that neither you nor I may assign, delegate or otherwise transfer any of our respective rights, interests or obligations under this letter agreement without the prior written consent of the other, except that you may assign, delegate or otherwise transfer any of your rights, interests or obligations under this letter to an affiliate, without reducing your obligations hereunder.

 

The parties acknowledge and agree that irreparable damage may occur in the event any of the provisions of this letter agreement are not performed in accordance with their specific terms or otherwise are breached or violated.  Accordingly, the parties agree that, without posting bond or other undertaking, the parties will be entitled to seek an injunction or injunctions to prevent breaches or violations of the provisions of this letter agreement and to seek to enforce by specific performance this letter agreement and the terms and provisions hereof in any claim (whether at law or in equity, whether civil or criminal), cause of action (whether in contract or tort or otherwise), hearing, charge, complaint, demand or notice to, from, by or before any Governmental Entity having jurisdiction over us and the matter in addition to any other remedy to which it may be entitled, at law or in equity and the parties hereby waive any and all defences which could exist in their favour in connection with such enforcement and waive any requirement for security or the posting of any bond in connection with such enforcement.

 

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