Market Overview

Newmont Board Unanimously Determines that Barrick's Unsolicited, Negative Premium Proposal Is Not in Newmont Shareholders' Best Interests

  • Goldcorp Combination Represents Superior Value Creation Opportunity
  • Barrick's Proposal Presents Significant Risks to Newmont Shareholders
  • Provides Term
    for Nevada Joint Venture with Barrick to Realize Synergies
  • Files Investor
    Responding to Barrick Claims and Providing Long-Term
    Outlook for Newmont Goldcorp
  • Company to Host Conference Call at 9:00 AM ET

Mining Corporation
(NYSE:NEM) (Newmont or the Company) today
announced that its Board of Directors has unanimously determined that
Barrick Gold Corporation's (Barrick) (NYSE:GOLD) (TSX:ABX)
unsolicited, all-stock negative premium proposal to acquire Newmont is
not in the best interests of Newmont's shareholders.

After a comprehensive review conducted in consultation with its
financial and legal advisors, Newmont's Board unanimously concluded that
Barrick's proposal does not constitute, and would not reasonably be
expected to constitute, a Newmont Superior Proposal (as such term is
defined in the arrangement agreement between Newmont and Goldcorp
(NYSE:GG, TSX:G) (Goldcorp)). The Company's previously
combination with Goldcorp represents a superior value
creation opportunity to generate long-term value through an unmatched
portfolio of world class operations, projects, exploration
opportunities, reserves and talent.

"Our thorough review of Barrick's unsolicited proposal and its
associated risks has reaffirmed our conclusion that the combination of
Newmont and Goldcorp represents the best opportunity to create value for
Newmont's shareholders and deliver industry-leading returns for decades
to come," said Gary Goldberg, Newmont's Chief Executive Officer. "Unlike
Barrick, Newmont Goldcorp will be centered in the world's most favorable
mining jurisdictions and gold districts. The combination with Goldcorp
is significantly more accretive to Newmont's shareholders on all
relevant metrics compared to Barrick's proposal, even when factoring in
Barrick's own synergy estimates. Realizing value through Barrick's
proposal for Newmont's shareholders hinges entirely on a new management
team that lacks global operating experience and is only two months into
its own transformational integration."

Combination Represents Superior Value Creation
Opportunity Over Barrick's Proposal

The Newmont Board of Directors' unanimous determination that the
combination with Goldcorp represents a superior value creation
opportunity over Barrick's unsolicited proposal is based on the

  • The Goldcorp transaction generates twice the accretion to Newmont's
    Net Asset Value (NAV) per share compared to Barrick's proposal, even
    when factoring in Barrick's unsubstantiated synergy assumptions.
  • Barrick's proposal is four percent (4%) dilutive to Newmont's NAV per
    share, before any synergies.i
  • The value creation claimed in Barrick's proposal relies entirely on
    the delivery of synergies from a management team that lacks global
    operating experience and is only two months into its integration
    effort with Randgold Resources Ltd.
  • Barrick's portfolio includes numerous unfavorable and high-risk
    jurisdictions with several ongoing and significant operational and
    sustainability problems.
  • By contrast, Newmont Goldcorp's assets will be located in favorable
    mining jurisdictions and prolific gold districts on four continents.
  • Completing the Newmont transaction with Goldcorp does not preclude
    Newmont or Barrick from achieving the available synergies in Nevada
    through a joint venture and may permit them to be realized sooner.

Because Newmont's Board determined that the Barrick proposal is not a
"Newmont Superior Proposal" under the Goldcorp arrangement agreement,
Newmont is prohibited under the provisions of that agreement from
engaging with Barrick in relation to its proposal.

Nevada Joint Venture with Barrick

To realize the savings from Newmont's and Barrick's Nevada-related
operations, Newmont today submitted a joint venture proposal to Barrick.
The terms of the proposal are modeled on similar terms to other
successful joint ventures, including ones that Barrick has with Newmont
and Goldcorp.

Mr. Goldberg continued, "Newmont has consistently expressed to Barrick
that we are open to a joint venture for our operations in Nevada. In
that regard, today we have submitted a term sheet to Barrick proposing a
Nevada joint venture. This proposal would enable both companies'
shareholders to realize the available synergies while avoiding the
significant risks and complexities associated with Barrick's unsolicited

Key terms of the joint venture proposal to combine the Nevada-related
operations of Newmont Goldcorp and Barrick include:

  • Economic Interests: Barrick to hold an economic interest equal
    to 55 percent and Newmont Goldcorp to hold a 45 percent economic
    interest. The proposed economic interests are based upon analyst
    consensus Net Present Values for each company's Nevada-related assets
    and an equal split of Barrick's estimated Nevada synergies.
  • Governance: Newmont Goldcorp and Barrick will have an equal
    number of representatives on the Management and Technical Committees.
    Decisions by the Management Committee shall be determined by majority
    vote, with the voting power of the parties' representatives based on
    their respective economic interests, subject to a list of customary
    material matters requiring joint approval. The proposed joint
    venture's Operational Management will be jointly appointed by both
    parties and will be responsible for day-to-day operations.

"We are confident that Newmont's demonstrated technical expertise and
consistent execution will be critical in realizing the synergy
opportunities of the proposed joint venture," said Tom Palmer, Newmont's
President and Chief Operating Officer.

Newmont Goldcorp

Newmont has also filed an updated investor
regarding the compelling value creation opportunity of
the Newmont Goldcorp transaction. Newmont's proposed combination with
Goldcorp is expected to close in the second quarter of 2019.

On day one after the transaction closes, Newmont Goldcorp will:

  • Be accretive to Newmont's NAV per share by 27 percent and 34 percent
    accretive to 2020 cash flow per share;i
  • Begin delivering a combined $365 million in expected annual pre-tax
    synergies, supply chain efficiencies and Full Potential improvements
    representing the opportunity to create $4.4 billion in Net Present
    Value (pre-tax);ii
  • Target 6-7 million ounces of steady-state gold production over a
    decades-long time horizon;i
  • Have the largest gold Reserves and Resources in the gold sector,
    including on a per share basis;
  • Be located in favorable mining jurisdictions and prolific gold
    districts on four continents;
  • Deliver the highest dividend among senior gold producers;iii
  • Offer financial flexibility and an investment-grade balance sheet to
    advance the most promising projects generating a targeted Internal
    Rate of Return (IRR) of at least 15 percent;iv
  • Feature a deep bench of accomplished business leaders and
    high-performing technical teams and other talent with extensive mining
    industry experience; and
  • Maintain industry leadership in environmental, social and governance

Newmont today sent the following letter to Barrick's Executive Chairman,
John L. Thornton, and President and Chief Executive Officer, Mark

Newmont Mining
Corporation 6363 South
Green Circle
Greenwood Village, CO

T (303) 863-7414

F (303) 837-5837

March 4, 2019

Board of Directors

TD Canada Trust Tower 161 Bay
Street, Suite 3700

Toronto, ON M5J 2S1 Canada

Attn.:       John L. Thornton, Executive Chairman
Mark Bristow, President and Chief Executive Officer

Dear John and Mark:

Re: February 25, 2019 Letter

Our board of directors and senior management, with the assistance of our
advisors, have undertaken an intensive and detailed review and analysis
of your February 25, 2019 letter proposing to acquire all of the
outstanding shares of common stock of Newmont Mining Corporation.
Consistent with its focus on the best interests of our company and its
stakeholders and on maximizing stockholder value for the long-term, our
board has determined that the proposal set forth in your letter does not
constitute, and would not reasonably be expected to constitute, a
Newmont Superior Proposal (as such term is defined in the arrangement
agreement dated January 14, 2019 between Newmont and Goldcorp Inc., as
amended on February 19, 2019). Accordingly, Newmont is not permitted to
engage in discussions and negotiations with Barrick Gold Corporation
with respect to its proposal, nor are such actions required by the
fiduciary duties of our board of directors. Therefore, in accordance
with our contractual obligations under the Goldcorp arrangement
agreement and consistent with our judgment as to the best interests of
Newmont's stockholders, we will proceed with our transaction with
Goldcorp. We believe that transaction provides greater value to the
Newmont stockholders and is superior from the perspective of Newmont's
other stakeholders.

We believe that the transaction you are proposing would reduce, rather
than enhance, Newmont stockholder value. Your "at market" proposal is at
a material discount to current market values, and any potential value
creation depends entirely on Barrick's execution. Since previous merger
discussions terminated in 2014, Newmont has significantly outperformed
Barrick on almost every metric. Our management team has a consistent,
long-standing track record of delivering superior execution (including
productivity improvements and cost reduction measures) through a proven,
scalable operating model and deep bench strength supporting thoughtful
and structured succession planning. In contrast, Barrick's
underperformance highlights its ineffective operating model, poor record
on delivering stockholder returns, and significant jurisdictional risk.
The basis for our board's determinations have been and will continue to
be detailed in our public disclosures.

The value creation of Barrick's proposal relies entirely upon the
delivery of synergies from a management team that was put in place just
two months ago. This new team has never managed a global portfolio the
size of Barrick, let alone the size of a potential Newmont and Barrick
combination. From a stockholder perspective, how a company conducts its
business is an important component of value. In addition to compelling
economic performance, Newmont has maintained industry leadership in
environmental, social and governance performance and, unlike Barrick and
Randgold Resources Ltd., has generally avoided material operational,
governmental and investment pitfalls. Moreover, Newmont is committed to
strong governance practices and has been recognized for having a culture
that values responsible corporate citizenship, inclusion and diversity.
Barrick's expressed disdain for process and oversight, and its absence
of diversity of leadership, including in its board room, runs contrary
to the expressed values of Newmont, our employees, our stockholders and
our other valued stakeholders. For all of these reasons, we strongly
believe that our stockholders are far better off as owners of Newmont
Goldcorp Corporation than as holders of a minority stake in Barrick, a
far less attractive entity.

We recognize that there are value-creation opportunities available in
Nevada if we work together. We have always been, and we remain, prepared
to explore these opportunities, despite your public comments to the
contrary. Achieving these opportunities does not require Newmont to be
acquired by Barrick, and for our stockholders to be exposed to the many
risks inherent in Barrick. To facilitate the realization of the
potential synergies, we are providing you with a term sheet for a joint
venture that would combine our Nevada operations and create value for
both sets of stockholders. We are prepared to move forward with you on
this basis expeditiously.

Our board of directors, our management team and our thousands of
employees around the world are dedicated to creating value for all of
our stockholders and that is exactly what we will continue to do by
executing on our strategic plan and completing our pending transaction
with Goldcorp.

On behalf of our board of directors,

Noreen Doyle

Gary J. Goldberg
Chief Executive Officer

Advisors and counsel

In connection with the transaction, Newmont has retained BMO Capital
Markets, Citi and Goldman Sachs as financial advisors, and Wachtell,
Lipton, Rosen & Katz, Goodmans LLP, and White & Case LLP as legal

Conference Call and Webcast

Newmont will host a conference call and a webcast on Monday, March 4,
2019 at 9:00 AM Eastern Time. Presentation slides will accompany the
live webcast and can be accessed on the Newmont website,

Conference Call Details

        Dial-In Number       1-855-209-8210
Intl Dial-In Number 1-412-317-5213
Canada Toll Free

Conference Name


Newmont Mining

Replay Number 1-877-344-7529
Intl Replay Number 1-412-317-0088
Replay Access Code 10129346

About Newmont

Newmont is a leading gold and copper producer. The Company's operations
are primarily in the United States, Australia, Ghana, Peru and Suriname.
Newmont is the only gold producer listed in the S&P 500 Index and was
named the mining industry leader by the Dow Jones Sustainability World
Index in 2015, 2016, 2017 and 2018. The Company is an industry leader in
value creation, supported by its leading technical, environmental,
social and safety performance. Newmont was founded in 1921 and has been
publicly traded since 1925.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
are intended to be covered by the safe harbor created by such sections
and other applicable laws and "forward-looking information" within the
meaning of applicable Canadian securities laws. Where a forward-looking
statement expresses or implies an expectation or belief as to future
events or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. However, such statements are
subject to risks, uncertainties and other factors, which could cause
actual results to differ materially from future results exp

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