Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company)
today announced that the Company’s shareholders voted
overwhelmingly to approve the authorization and issuance of Newmont
common shares in connection with the proposed transaction with
Goldcorp Inc. (NYSE: GG, TSX: G) (Goldcorp). On April 4, 2019,
Goldcorp’s shareholders also voted overwhelmingly in support of the
combination with more than 97 percent of votes cast in favor of the
transaction.
The proposal to increase authorized common stock required a
majority of shares outstanding, whereas the proposal to issue
shares for the transaction required a majority of votes
cast. Newmont shareholders approved the increase in Newmont’s
authorized common stock with more than 76 percent of the
outstanding shares voting for the proposal and approved the
issuance of shares pursuant to the transaction with more than 98
percent of the votes cast for the proposal.
“We thank Newmont’s shareholders for their overwhelming support
for this compelling value creation opportunity as we build the
world’s leading gold company,” said Gary Goldberg, Chief Executive
Officer.
The receipt of approval by Newmont’s and Goldcorp’s shareholders
of the resolutions at their shareholder meetings on April 11 and
April 4, 2019, respectively, has satisfied the conditions to
Newmont’s previously announced one-time special dividend of $0.88
per share of common stock. Accordingly, the special dividend will
be paid on May 1, 2019 to Newmont shareholders of record as of
April 17, 2019 (the record date). The dividend will be paid to the
holders of Newmont’s currently outstanding shares as of the record
date, and not in respect of shares to be issued in connection with
the proposed Newmont Goldcorp transaction.
Immediately upon transaction close, which is expected in the
second quarter, Newmont Goldcorp will:
- Be accretive to Newmont’s Net Asset
Value per share by 27 percent, and to the combined company’s 2020
cash flow per share by 34 percent;1
- Begin delivering $365 million in
expected annual pre-tax synergies, supply chain efficiencies and
Full Potential improvements, representing $4.4 billion in Net
Present Value (pre-tax);2
- Target six to seven million ounces of
steady gold production over a decades-long time horizon;1
- 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;3
- Offer financial flexibility and an
investment-grade balance sheet to advance the most promising
projects at an Internal Rate of Return (IRR) of at least 15
percent;4
- Feature a deep bench of accomplished
business leaders, technical teams and other talent with extensive
mining industry experience; and
- Maintain industry leadership in
environmental, social and governance performance.
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
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
press release may include, without limitation: (i) statements
relating to Newmont’s planned acquisition of Goldcorp (the
“proposed transaction”) and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
(ii) estimates of future production and sales, including expected
annual production range; (iii) estimates of future costs applicable
to sales and all-in sustaining costs; (iv) expectations regarding
accretion; (v) estimates of future capital expenditures; (vi)
estimates of future cost reductions, efficiencies and synergies,
including, without limitation, G&A savings, supply chain
efficiencies, full potential improvement, integration opportunities
and other improvements and savings; (vii) expectations regarding
future exploration and the development, growth and potential of
Newmont’s and Goldcorp’s operations, project pipeline and
investments, including, without limitation, project returns,
expected average IRR, schedule, decision dates, mine life,
commercial start, first production, capital average production,
average costs and upside potential; (viii) expectations regarding
future investments or divestitures; (ix) expectations of future
dividends and returns to stockholders; (x) expectations of future
free cash flow generation, liquidity, balance sheet strength and
credit ratings; (xi) expectations of future equity and enterprise
value; (xii) expectations of future plans and benefits; (xiii)
expectations regarding future mineralization, including, without
limitation, expectations regarding reserves and resources, grade
and recoveries; and (xiv) estimates of future closure costs and
liabilities. Estimates or expectations of future events or results
are based upon certain assumptions, which may prove to be
incorrect. Such assumptions, include, but are not limited to: (i)
there being no significant change to current geotechnical,
metallurgical, hydrological and other physical conditions; (ii)
permitting, development, operations and expansion of Newmont’s and
Goldcorp’s operations and projects being consistent with current
expectations and mine plans, including, without limitation, receipt
of export approvals; (iii) political developments in any
jurisdiction in which Newmont and Goldcorp operate being consistent
with its current expectations; (iv) certain exchange rate
assumptions for the Australian dollar or the Canadian dollar to the
U.S. dollar, as well as other exchange rates being approximately
consistent with current levels; (v) certain price assumptions for
gold, copper, silver, zinc, lead and oil; (vi) prices for key
supplies being approximately consistent with current levels; (vii)
the accuracy of current mineral reserve, mineral resource and
mineralized material estimates; and (viii) other planning
assumptions. Risks relating to forward-looking statements in regard
to the Newmont’s and Goldcorp’s business and future performance may
include, but are not limited to, gold and other metals price
volatility, currency fluctuations, operational risks, increased
production costs and variances in ore grade or recovery rates from
those assumed in mining plans, political risk, community relations,
conflict resolution governmental regulation and judicial outcomes
and other risks. In addition, material risks that could cause
actual results to differ from forward-looking statements include:
the inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Newmont’s and
Goldcorp’s businesses and the ability to achieve the anticipated
synergies and value-creation contemplated by the proposed
transaction; the risk associated with the timing of the closing of
the proposed transaction, including the risk that the conditions to
the transaction are not satisfied on a timely basis or at all and
the failure of the transaction to close for any other reason; the
risk that a consent or authorization that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; potential volatility in the price of Newmont
Common Stock due to the proposed transaction; the anticipated size
of the markets and continued demand for Newmont’s and Goldcorp’s
resources and the impact of competitive responses to the
announcement of the transaction; and the diversion of management
time on transaction-related issues. For a more detailed discussion
of such risks and other factors, see Newmont’s 2018 Annual Report
on Form 10-K, filed with the Securities and Exchange Commission
(“SEC”) as well as the Company’s other SEC filings, available on
the SEC website or www.newmont.com, Goldcorp’s most recent annual
information form as well as Goldcorp’s other filings made with
Canadian securities regulatory authorities and available on SEDAR,
on the SEC website or www.goldcorp.com. Newmont is not affirming or
adopting any statements or reports attributed to Goldcorp
(including prior mineral reserve and resource declaration) in this
press release or made by Goldcorp outside of this press release.
Goldcorp is not affirming or adopting any statements or reports
attributed to Newmont (including prior mineral reserve and resource
declaration) in this press release or made by Newmont outside of
this press release. Newmont and Goldcorp do not undertake any
obligation to release publicly revisions to any “forward-looking
statement,” including, without limitation, outlook, to reflect
events or circumstances after the date of this press release, or to
reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued
“forward-looking statement” constitutes a reaffirmation of that
statement. Continued reliance on “forward-looking statements” is at
investors’ own risk.
1 Caution Regarding Projections: Projections used in this
release are considered “forward looking statements”. See cautionary
statement above regarding forward-looking statements.
Forward-looking information representing post-closing expectations
is inherently uncertain. Estimates such as expected accretion, NAV,
Net Present Value creation, synergies, expected future production,
IRR, financial flexibility and balance sheet strength are
preliminary in nature. There can be no assurance that the proposed
transaction will close or that the forward-looking information will
prove to be accurate.2 Net Present Value (NPV) creation as used in
this release is a management estimate provided for illustrative
purposes, and should not be considered a GAAP or non-GAAP financial
measure. NPV creation represents management’s combined estimate of
pre-tax synergies, supply chain efficiencies and Full Potential
improvements, as a result of the proposed transaction that have
been monetized and projected over a twenty year period for purposes
of the estimation, applying a discount rate of 5 percent. Such
estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expected NPV creation is a
“forward-looking statement” subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected value creation.3 2019 dividends beyond Q1 2019 have
not yet been approved or declared by the Board of Directors.
Management’s expectations with respect to future dividends or
annualized dividends are “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. Investors are cautioned that
such statements with respect to future dividends are non-binding.
The declaration and payment of future dividends remain at the
discretion of the Board of Directors and will be determined based
on Newmont’s financial results, balance sheet strength, cash and
liquidity requirements, future prospects, gold and commodity
prices, and other factors deemed relevant by the Board. The Board
of Directors reserves all powers related to the declaration and
payment of dividends. Consequently, in determining the dividend to
be declared and paid on the common stock of the Company, the Board
of Directors may revise or terminate the payment level at any time
without prior notice. As a result, investors should not place undue
reliance on such statements.4 IRR targets on projects are
calculated using an assumed $1,200 gold price.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190411005576/en/
Media ContactOmar
Jabara303.837.5114omar.jabara@newmont.com
Investor ContactJessica
Largent303.837.5484jessica.largent@newmont.com
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