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

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Newmont Corporation

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Preliminary Proxy Statement
Subject to completion, dated August 23, 2023

           , 2023​

PROPOSED TRANSACTION — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders,

I am pleased to inform you that, Newmont Corporation, a Delaware corporation (“Newmont” or the “Company”), and Newcrest Mining Limited, an Australian public company limited by shares (“Newcrest”), have agreed to a strategic business combination transaction whereby Newmont, through its indirect wholly owned subsidiary, Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares (“Newmont Sub”), will acquire all of the issued and fully paid ordinary shares of Newcrest. The Newmont board of directors approved and declared advisable a scheme implementation deed, dated as of May 15, 2023 (as it may be further amended or supplemented, the “Transaction Agreement”), by and among Newmont, Newmont Sub and Newcrest. On the terms and subject to the conditions set forth in the Transaction Agreement, Newmont Sub will acquire all of the issued and fully paid ordinary shares of Newcrest in a transaction valued at approximately $19 billion as of the date of the announcement of the execution of the Transaction Agreement. The acquisition will be effected pursuant to a court-approved scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) between Newcrest and its shareholders (the “Scheme” and such acquisition, the “Transaction”). Upon implementation of the Transaction, Newcrest will be a wholly owned subsidiary of Newmont Sub and an indirect wholly owned subsidiary of Newmont.

The Transaction is subject to, among other things, approvals by the Federal Court of Australia (the “Court”), the stockholders of Newmont and the shareholders of Newcrest. Upon implementation of the Transaction, all issued and fully paid Newcrest ordinary shares as of the record date for the Scheme (the “Scheme Record Date”) will be transferred to Newmont Sub and the holders of such Newcrest ordinary shares will be entitled to, for each such share held, (1) 0.400 shares of Newmont common stock, par value $1.60 per share (“Newmont common stock”), (2) 0.400 CHESS Depositary Interests, each one representing a unit of beneficial ownership in Newmont common stock (a “New Newmont CDI”), or (3) 0.400 PETS Depositary Interests, each one representing a unit of beneficial ownership in Newmont common stock (a “New Newmont PDI”), in each case to be issued by Newmont pursuant to the Scheme. Each share of Newmont common stock to be issued pursuant to the Scheme (excluding the shares of Newmont common stock underlying the New Newmont CDIs and the New Newmont PDIs) is a “New Newmont Share” and the New Newmont Shares, the New Newmont CDIs and the New Newmont PDIs to be issued pursuant to the Scheme comprise the “Scheme Consideration.” The form of consideration received by each Newcrest shareholder depends on the register on which they hold their Newcrest ordinary shares. Ineligible Foreign Shareholders (as defined in the accompanying proxy statement) will not receive New Newmont Shares (or New Newmont CDIs or New Newmont PDIs), and the New Newmont Shares to which they would otherwise be entitled to receive will instead be issued to a sale agent who will sell the securities and remit the sale proceeds (net of certain costs and taxes) to Newmont for pro rata distribution to the relevant shareholders. Upon implementation of the Transaction, Newmont anticipates that shares of Newmont common stock held by former Newcrest shareholders and existing Newmont stockholders will represent approximately 31% and 69%, respectively, of the fully diluted shares of Newmont common stock immediately after the implementation of the Transaction, based on the number of shares outstanding as of July 31, 2023 and giving effect to the treatment of the outstanding Newcrest Equity Incentives (as defined in the accompanying proxy statement) as required under the Transaction Agreement.

In addition, Newcrest expects to pay a franked special dividend of $1.10 per issued and fully paid Newcrest ordinary share prior to the implementation of the Scheme, subject to the Scheme becoming effective (the “Special Dividend”).

Newmont and Newmont Sub will execute a deed poll in favor of all Newcrest shareholders (“Deed Poll”) to provide the Scheme Consideration to each Newcrest shareholder on implementation of the Transaction (subject to the Scheme becoming effective) and undertake all actions attributed to them under the Scheme.

 

The Newmont board of directors believes that Newmont’s proposed combination with Newcrest represents an opportunity to maximize value for Newmont’s stockholders and will enable the combined company to deliver safe, profitable and responsible gold and copper production based on a world-class portfolio of Tier 1 operations, projects, mineral reserves and resources and talent. We expect the Transaction to close in the fourth quarter of calendar year 2023 and to deliver the following benefits for Newmont and its stockholders:

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Be highly accretive for Newmont stockholders, providing opportunities to enhance near-term cash flows, targeting at least $2 billion in the first two years after implementation through portfolio optimization;

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•

A combined approximately $500 million in estimated annual pre-tax synergies, expected to be achieved within the first 24 months;

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•

Enhanced gold production based on approximately 8 million ounces of historical total combined annual gold production, before portfolio optimization, combining Newmont’s approximately 6 million ounces of gold production for the year ended December 31, 2022 and Newcrest’s approximately 2 million ounces of gold production for the year ended June 30, 2023, with more than 5 million gold ounces, or two-thirds of total combined gold production, from ten large, long-life, low-cost, Tier 1 assets (as defined in the accompanying proxy statement);

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•

Robust copper production from Australia and Canada, based on approximately 377 million pounds of historical total combined annual copper production from Australia and Canada, combining Newmont’s approximately 84 million pounds for the year ended December 31, 2022 and Newcrest’s approximately 293 million pounds (133 thousand metric tons) for the year ended June 30, 2023;

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•

Result in the industry’s largest gold reserve and resource base;

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•

Maintain Newmont’s industry-leading, non-binding dividend framework, which has returned over $4.5 billion to stockholders since it was established in October 2020, reflecting a robust platform to drive leading returns through the price cycle;

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Offer financial flexibility and an investment-grade balance sheet to advance value-accretive development opportunities and sustainably improve overall shareholder returns;

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Feature a deep bench of experienced leaders, subject matter experts and existing regional teams in Australia and Canada with extensive mining industry experience; and

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Maintain industry leadership in environmental, social and governance performance.

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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 virtually on           , 2023, at 8:00 a.m. Mountain Daylight Time, or to vote your shares by proxy, for the following purposes in connection with the Transaction:

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to consider and vote on the proposal to approve the issuance of shares of Newmont common stock (including the New Newmont Shares and any shares of Newmont common stock underlying the New Newmont CDIs or New Newmont PDIs) to Newcrest shareholders pursuant to the Scheme and Deed Poll as contemplated in the Transaction Agreement (the “share issuance proposal”);

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to consider and vote on the proposal to approve an amendment and restatement of the Amended and Restated Certificate of Incorporation of Newmont Mining Corporation, dated April 17, 2019, as amended from time to time (“Newmont Amended and Restated Certificate of Incorporation”), to increase Newmont’s authorized shares of common stock from 1,280,000,000 shares to 2,550,000,000 shares subject to implementation of the Transaction (the “amendment proposal”); and

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•

subject to the provisions of the Transaction 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 share issuance proposal or the amendment proposal.

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

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 special meeting at Newmont’s principal executive offices at 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237, and available online at https://meetnow.global/MKCFHL9 during the entire time of the special meeting. Reasonable accommodations will be made if Newmont cannot make the list available at Newmont’s principal executive office.

The accompanying proxy statement provides you with information about the Transaction and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the Transaction Agreement, which is attached as Annex A. Before deciding how to vote, you should consider the “Risk Factors” beginning on page 53 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 197 of the proxy statement.

Your vote is very important.

The Transaction cannot be implemented unless the share issuance proposal is approved. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the shares of Newmont’s common stock present in person or represented by proxy at the special meeting. Approval of the amendment proposal, which is not a condition to the Transaction, 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. 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.

We strongly support the combination of Newmont and Newcrest and join with our board of directors in unanimously recommending that you vote “FOR” each of the proposals described in this proxy statement.

Thank you for your continued support of Newmont.

Very truly yours,

GREGORY H. BOYCE
Chair of the Board of Directors

TOM PALMER
President and Chief Executive Officer

Neither the SEC nor any state securities commission has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction Agreement or the transactions contemplated in the Transaction Agreement, including the Transaction, 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           , 2023 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to stockholders of Newmont on or about           , 2023.

 

Preliminary Proxy Statement
Subject to completion, dated August 23, 2023

Newmont Corporation

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS

To Be Held Virtually on          , 2023

You are invited to attend a special meeting of stockholders of Newmont Corporation (“Newmont”) to be held virtually on           , 2023, at 8:00 a.m. Mountain Daylight Time, unless adjourned or postponed to a later date, for the following purposes and to transact such other business as may properly come before the meeting or any adjournment or postponement thereof:

1.

to consider and vote on the proposal to approve the issuance of shares of Newmont common stock (including the New Newmont Shares and any shares of Newmont common stock underlying the New Newmont CDIs or New Newmont PDIs) to Newcrest shareholders pursuant to the Scheme and Deed Poll as contemplated in the Transaction Agreement (the “share issuance proposal”);

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2.

to consider and vote on the proposal to approve an amendment and restatement of the Amended and Restated Certificate of Incorporation of Newmont Mining Corporation, dated April 17, 2019, as amended from time to time (“Newmont Amended and Restated Certificate of Incorporation”), to increase Newmont’s authorized shares of common stock from 1,280,000,000 shares to 2,550,000,000 shares subject to implementation of the Transaction (the “amendment proposal”); and

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3.

subject to the provisions of the Transaction 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 share issuance proposal or the amendment proposal.

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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 Transaction Agreement, the Transaction and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the Transaction Agreement, which is attached as Annex A.

The special meeting will be held in a virtual format and conducted solely online via live webcast to provide a safe and widely accessible experience for our stockholders and employees. This format also has the benefit of facilitating broader participation, meeting efficiency and reducing costs. Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. Online access to the webcast will open approximately 15 minutes prior to the start of the special meeting.

ATTENDING THE VIRTUAL MEETING AS A STOCKHOLDER OF RECORD

Only stockholders of record of shares of Newmont common stock at the close of business on         , 2023 (the “Record Date”) (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare Inc. (“Computershare”)), are entitled to notice of, to vote at and to attend the

 

 

special meeting and any adjournment or postponement of the special meeting by accessing https://meetnow.global/MKCFHL9 and entering the 15-digit control number on the enclosed proxy card.

REGISTERING TO ATTEND THE ANNUAL MEETING AS A BENEFICIAL OWNER

If you were a beneficial owner of shares of Newmont common stock as of the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the special meeting and any adjournment or postponement of the special meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy, reflecting the number of shares of Newmont common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on           , 2023. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the special meeting, go to https://meetnow.global/MKCFHL9 and enter your control number.

ASKING QUESTIONS

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MKCFHL9, entering your control number and clicking on the Q&A icon on the right side of the page. Enter your question in the box and click send. To submit questions in advance of the special meeting and any adjournment or postponement of the special meeting, visit https://meetnow.global/MKCFHL9 and enter the 15-digit control number on the enclosed proxy card.

VOTING

Even if you plan to attend the special meeting or any adjournment or postponement of the special meeting, we encourage you to vote your shares in advance online, by phone or by mail, to ensure that your vote will be represented. Voting online or by phone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. To vote online prior to the meeting, visit www.envisionreports.com/NEM. You will be asked to provide the control number from the enclosed proxy card.

For more detailed information, see “The Special Meeting” beginning on page 76 of the accompanying proxy statement.

The proxy statement is dated        , 2023, and is first being mailed to our stockholders on or about         , 2023.

Your vote is important. The Transaction cannot be implemented unless the share issuance proposal is approved. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the shares of Newmont’s common stock present in person or represented by proxy at the special meeting. Approval of the amendment proposal, which is not a condition to the Transaction, requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the Record Date. 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,

LOGAN HENNESSEY
Corporate Secretary

         , 2023

 

 

IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE NEWMONT SPECIAL MEETING, 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, revoke your proxy or change your vote.

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 Transaction 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           , 2023. 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 197 of this proxy statement.

 

 

Preliminary Proxy Statement

Subject to completion, dated August 23, 2023

Proxy Statement for

Special Meeting of Stockholders

To be held on           , 2023

This proxy statement is dated           , 2023 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to stockholders of Newmont on or about           , 2023.

 

 

TABLE OF CONTENTS

 

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iii

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are some questions that you, as a stockholder of Newmont, may have regarding the Transaction 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 matters you are being asked to vote on. 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?

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A:

You are receiving this proxy statement because Newmont is proposing to acquire, through Newmont Sub, all of the issued and fully paid ordinary shares of Newcrest pursuant to the terms and conditions of the Transaction Agreement, the Scheme and the Deed Poll that are described in this proxy statement. By way of the Transaction, Newmont Sub will acquire all of the issued and fully paid ordinary shares of Newcrest in exchange for the Scheme Consideration pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act. As a result, Newcrest will become a direct wholly owned subsidiary of Newmont Sub and an indirect wholly owned subsidiary of Newmont. A copy of the Transaction Agreement is attached to this proxy statement as Annex A. A copy of the draft Scheme is attached as Attachment 1 to the Transaction Agreement, and a copy of the draft Deed Poll is attached as Attachment 2 to the Transaction Agreement.

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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 approval of Newmont stockholders for the share issuance proposal, the amendment proposal and the adjournment proposal. Newmont stockholders may cast separate votes on each proposal. Newmont stockholder approval of the share issuance proposal is necessary to complete the Transaction. Newmont stockholder approval of the amendment proposal is not necessary to complete the Transaction. The amendment proposal is intended to maintain an appropriate level of authorized but unissued shares of Newmont common stock if Newmont issues the New Newmont Shares and shares of Newmont common stock underlying the New Newmont CDIs or New Newmont PDIs. This proxy statement contains important information about the Transaction, the various proposals you are being asked to consider, related transactions and the special meeting, and you should read it carefully.

In order to implement the Transaction, Newcrest shareholders and the Court must approve the Scheme and all other conditions to the Transaction must be satisfied or waived (where permitted).

Newmont will hold the special meeting to obtain the approval of its stockholders for the share issuance proposal, the amendment proposal and the adjournment proposal, and, subject to the approval of the Court, Newcrest will hold a separate special meeting of its shareholders to obtain the required approval of its shareholders. The Newcrest special meeting is expected to be held two days after the Newmont special meeting. This proxy statement contains important information about the Transaction and the proposals being voted on at the special meeting, and you should read it carefully.

Your vote is important. Newmont encourages you to vote as soon as possible.

Q:

What will I receive in the Transaction?

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A:

Newmont stockholders will continue to own their existing shares of Newmont common stock after the Transaction. Upon implementation of the Transaction, Newmont anticipates that shares of Newmont common stock held by former Newcrest shareholders and existing Newmont stockholders will represent approximately 31% and 69%, respectively, of the fully diluted shares of Newmont common stock immediately after the implementation of the Transaction, based on the number of shares outstanding as of July 31, 2023 and giving effect to the treatment of the outstanding Newcrest Equity Incentives (as defined under “The Transaction Agreement, the Scheme and the Deed Poll — Additional Obligations —  Equity Awards”) as required under the Transaction Agreement. The actual relative ownership levels of Newmont common stock and the number of shares of Newmont common stock that will be issued in the Transaction will depend on, among other factors, the number of Newcrest ordinary shares

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outstanding immediately prior to implementation of the Transaction, including restricted shares or rights to Newcrest ordinary shares that have been converted into Newcrest ordinary shares prior to the Scheme Record Date and the number of shares of Newmont common stock outstanding on implementation of the Transaction. Accordingly, at the time you vote, you will not be able to ascertain the precise number of shares of Newmont common stock that will be issued in the Transaction or the relative ownership levels of former Newcrest shareholders and current Newmont stockholders after the implementation of the Transaction.

Q:

When and where will Newmont hold the special meeting?

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A:

The special meeting will be held virtually at 8:00 a.m. Mountain Daylight Time on           , 2023, unless adjourned or postponed to a later date, 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           , 2023.

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Q:

Who is eligible to vote at the special meeting?

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A:

Holders of Newmont common stock as of the close of business on           , 2023, the Record Date, are eligible to vote.

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As of the Record Date, there were       shares of Newmont common stock outstanding. Newmont common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Each share of Newmont common stock is entitled to one vote on each proposal.

Registered Stockholders.   If, as of the Record Date, shares of Newmont common stock are registered directly in your name with Newmont’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy solicitation materials are provided to you directly by Newmont. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the special meeting. Throughout this proxy statement, these registered stockholders are referred to as “stockholders of record.”

Street Name Stockholders.   If, as of the Record Date, shares of Newmont common stock are held on your behalf in a brokerage account or by a broker, bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and Newmont’s proxy solicitation materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the special meeting and vote your shares of Newmont common stock live by following the voting instructions provided by your broker, bank or other nominee on your proxy solicitation materials or the instructions that accompanied your proxy materials to attend the special meeting. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, stockholders who hold their shares through a broker, bank or other nominee are referred to as “street name stockholders.”

Q:

What do I need to do to attend and participate in the special meeting?

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A:

The special meeting will be a completely virtual meeting of stockholders, which Newmont believes provides the opportunity for participation by a broader group of stockholders while reducing the environmental impact and the costs associated with in-person meetings. Stockholders of record and street name stockholders with a legal proxy from their broker, bank or other nominee will be able to attend the special meeting by visiting https://meetnow.global/MKCFHL9, which will allow such stockholders to vote shares electronically at the meeting.

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Newmont designed the format of the virtual special meeting to ensure that Newmont stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. The virtual format facilitates stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world.

 

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To participate in the special meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials. The special meeting webcast will begin promptly at 8:00 a.m. Mountain Daylight Time. Newmont encourages you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Mountain Daylight Time, and you should allow ample time for the check-in procedures.

Q:

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

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A:

Newmont will have technicians to assist you if you experience technical difficulties accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-888-724-2416 in the United States or Canada (toll free) or +1-781-575-2748 (international).

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Q:

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

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A:

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

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1.

share issuance proposal:   to approve the issuance of shares of Newmont common stock (including the New Newmont Shares and any shares of Newmont common stock underlying the New Newmont CDIs or New Newmont PDIs) to Newcrest shareholders pursuant to the Scheme and Deed Poll as contemplated in the Transaction Agreement;

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2.

amendment proposal:   to approve an amendment and restatement of the Newmont Amended and Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 1,280,000,000 shares to 2,550,000,000 shares subject to implementation of the Transaction; and

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3.

adjournment proposal:   subject to the provisions of the Transaction 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 share issuance proposal or the amendment proposal.

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Newmont stockholders may cast separate votes on each proposal. Newmont stockholder approval of the share issuance proposal is necessary to complete the Transaction. Newmont stockholder approval of the amendment proposal is not necessary to complete the Transaction.

Q:

What will the Newcrest shareholders be asked to vote on?

​

A:

Newcrest shareholders will not be asked to vote on any of the proposals to be considered and voted on at the special meeting. Rather, if the Court grants the necessary orders to convene a meeting of Newcrest shareholders to consider and vote on a resolution to approve the Scheme, Newcrest will hold a separate Court convened meeting of its shareholders pursuant to those orders (the “Scheme Meeting”). The Scheme Meeting is not expected to be held until after the special meeting of Newmont stockholders, and accordingly you will not know whether Newcrest shareholders have approved the Scheme at the time you vote. Among other things, the implementation of the Transaction is conditional on the approval of the Scheme by a majority in number of Newcrest’s shareholders present and voting and at least 75% of the votes cast on the Scheme resolution at the Scheme Meeting.

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Q:

How many votes do Newmont stockholders have?

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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.

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Q:

What constitutes a quorum for the special meeting?

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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.

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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 (this is referred to in this context as a “broker non-vote”). The share issuance proposal is considered a “non-routine” matter, and therefore banks, brokers and other nominees do not have discretion to vote on the share issuance proposal if they do not receive instructions from their customers. As a result, a broker, bank or other nominee holding in “street name” may not vote on the share issuance proposal without instructions from their customers. The amendment proposal and the adjournment proposal are considered “routine” matters and therefore banks, brokers or other nominees holding their customers’ shares in “street name” may vote without instruction from such customers. Therefore, if you do not provide instructions to your bank, broker or other nominee, your shares may be voted with respect to the amendment proposal and the adjournment proposal and will be treated as present for purposes of determining whether a quorum is present at the special meeting. If you provide instructions to your broker, bank or other nominee regarding how to vote your shares with respect to one or both of the amendment proposal and the adjournment proposal, but not with respect to the share issuance proposal, 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 amendment proposal and the adjournment proposal, but will be treated as a broker non-vote and therefore not voted with respect to the share issuance proposal.

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 share issuance proposal?

​

A:

Pursuant to Section 216 of the Delaware General Corporation Law and Article I, Section 9 of Newmont’s bylaws, 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 present in person or represented by proxy at the special meeting. With respect to shares held of record, failure to submit a proxy (if you do not attend the special meeting) will have no effect on the outcome of the vote on the share issuance proposal (assuming a quorum is present). However, if you submit a proxy (or attend the special meeting), an abstention from voting on the share issuance proposal will have the same effect as a vote against the share issuance proposal. With respect to shares held in “street name”, if the relevant street name stockholder fails to provide any instructions regarding how to vote at the special meeting, such shares will not be considered present for voting purposes and the corresponding broker non-vote on the share issuance proposal will have no effect on the outcome of the vote on the share issuance proposal (assuming a quorum is present). However, if the relevant street name stockholder has provided instructions regarding how to vote with respect to one or both of the amendment proposal and the adjournment proposal but has not provided instructions regarding how to vote with respect to the share issuance proposal, such shares will be considered present for quorum and voting purposes and the corresponding broker non-vote on the share issuance proposal will have the same effect as a vote against the share issuance proposal. In addition, an abstention from voting on the share issuance proposal will have the same effect as a vote against the share issuance proposal.

​

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 the holders of a majority of the outstanding shares of Newmont common stock entitled to vote at the special meeting. With respect to shares held of record, failure to submit a proxy (if you do not attend the special meeting) or an abstention from voting on this proposal will each have the same effect as a vote against this proposal. With respect to shares held in “street name”, if the relevant street name stockholder fails to provide instructions regarding how to vote at the special meeting on the amendment proposal, such shares may be voted. However, an abstention from voting on the amendment proposal will have the same effect as a vote against the amendment proposal.

​

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 New York Stock Exchange (the “NYSE”),

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issuances of shares of Newmont common stock are subject to the requirements set forth in the NYSE Listed Company Manual. Section 312.03(c) of the NYSE Listed Company Manual requires stockholder approval prior to the issuance of common stock in any transaction if such common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock. The Newmont common stock to be issued to Newcrest shareholders (or to CHESS Depositary Nominees Pty Limited (“CDN”) or to the depositary nominee appointed under the PNGX Business Rules (“PDN”)) as consideration in the Transaction will represent voting power in excess of 20% of the voting power outstanding before the issuance. Therefore, under Section 312.03(c) of the NYSE Listed Company Manual, stockholder approval of the share issuance proposal is required. In addition, the receipt of such approval is a condition precedent to implementation of the Transaction pursuant to the Transaction Agreement.

Q:

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

​

A:

Pursuant to the Newmont Amended and Restated Certificate of Incorporation, Newmont is currently authorized to issue 1,280,000,000 shares of common stock. As of July 31, 2023, approximately 800 million shares of Newmont common stock were issued and outstanding, including approximately 6 million treasury shares, and an additional approximately 28 million shares of Newmont common stock were retained in reserve for the vesting of Performance Stock Units (“PSUs”), Restricted Stock Units (“RSUs”) and Director Stock Units (“DSUs”). Newmont expects that it will issue approximately 358 million shares of Newmont common stock to complete the Transaction. Upon such issuance, Newmont would only have approximately 100 million authorized but unissued shares of Newmont common stock available for future stock issuances. Authorizing additional shares of common stock is necessary for potential future capital events, such as the issuance of common stock in connection with the vesting of PSUs, RSUs and DSUs. Pursuant to Delaware law and Newmont’s governing documents, we are required to submit the amendment proposal to Newmont stockholders for approval.

​

Q:

Are the proposals conditioned upon one another?

​

A:

The share issuance proposal is not conditioned on the approval of the amendment proposal.

​

The amendment to the Newmont Amended and Restated Certificate of Incorporation contemplated by the amendment proposal will not become effective if the Transaction is not implemented, whether such failure to implement the Transaction resulted from the inability to obtain the approval of Newmont stockholders for the share issuance proposal or otherwise.

Newmont stockholders may cast separate votes on each proposal. Newmont stockholder approval of the share issuance proposal is necessary to complete the Transaction. Newmont stockholder approval of the amendment proposal is not necessary to complete the Transaction. If the amendment proposal is not approved, the Newmont Amended and Restated Certificate of Incorporation currently in effect, will continue to constitute the Newmont certificate of incorporation, unless and until subsequently amended in accordance with its terms and applicable law.

Q:

Will the New Newmont Shares, New Newmont CDIs and New Newmont PDIs be traded on an exchange?

​

A:

It is a condition to the implementation of the Transaction that the New Newmont Shares to be issued pursuant to the Transaction be approved for listing on the NYSE, subject to official notice of issuance, and that the New Newmont CDIs to be issued pursuant to the Transaction be approved for official quotation on the Australian Securities Exchange (“ASX”), subject to customary conditions and the Scheme becoming effective following the approval of the Court and Newcrest shareholders. Accordingly, Newmont has agreed to use its best endeavors to ensure that the New Newmont Shares be approved for listing on the NYSE and that the New Newmont CDIs be approved for official quotation on the ASX. Newmont has applied and received conditional approval to list the New Newmont Shares on the Toronto Stock Exchange (“TSX”), which conditional approval is subject to customary conditions. Pursuant to the scheme, Newmont has agreed to use its best endeavors to ensure that the issuance of the New Newmont Shares to be issued pursuant to the Transaction be approved by the TSX. Newmont has also applied for the listing of New Newmont PDIs (as defined in “Summary — Required Approvals — NYSE, TSX, ASX and PNGX Listings”) on the Papua New Guinea Stock Exchange (“PNGX”).

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Approval of the NYSE and the ASX for the listing or official quotation (as applicable) of the New Newmont Shares and the New Newmont CDIs, respectively, are conditions to the implementation of the Transaction, and if either approval is not obtained, the Transaction may not be implemented. Approval of the TSX and the PNGX for the listing of the New Newmont Shares and the New Newmont PDIs, respectively, are not conditions to the implementation of the Transaction.

Q:

What are Newmont’s reasons for proposing the Transaction and entering into the Transaction Agreement?

​

A:

The Newmont board of directors concluded that the Transaction provides significant potential benefits to Newmont, including, among other things, bringing together a world-class portfolio of Tier 1 assets (as defined under “The Transaction — Newmont’s Reasons for the Transaction”) and industry-leading mining expertise, meaningfully increasing copper reserves, applying Newmont’s proven sustainability practices and leadership to Newcrest’s assets, providing the opportunity to participate in new growth prospects, diversifying the asset portfolio of the combined company in favorable geographies, approximately $500 million in expected annual pre-tax synergies, anticipated to be achieved within the first 24 months following the implementation of the Transaction. The Transaction will be highly accretive to Newmont and will provide the opportunity to enhance near-term cash flows, targeting at least $2 billion in the first two years after implementation through portfolio optimization, that outweigh the uncertainties, risks and potentially negative factors relevant to the Transaction.

​

For a more detailed discussion of the reasoning of the Newmont board of directors, see “The Transaction — Newmont’s Reasons for the Transaction” beginning on page 90 of this proxy statement and “The Transaction — Recommendations of the Newmont Board of Directors” beginning on page 94 of this proxy statement.

Q:

What is a Scheme of Arrangement?

​

A:

A scheme of arrangement is a statutory procedure under the Corporations Act that allows companies, with shareholder and court approval, to carry out transactions that become binding on all shareholders by operation of law. The Scheme that is being proposed by Newcrest will allow Newmont Sub to acquire all of the issued and fully paid Newcrest ordinary shares. Approval of the Scheme requires approval by a majority in number of Newcrest’s shareholders present and voting at the Scheme Meeting and at least 75% of the votes cast on the Scheme resolution in accordance with the Corporations Act, as well as approval by the Court.

​

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 Transaction 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 on “non-routine” matters only if you provide instructions on how you would like your shares to be voted. The share issuance proposal is considered a “non-routine” matter, and therefore banks, brokers and other nominees do not have discretion to vote on the share issuance proposal if they do not receive instructions from their customer. The amendment proposal and the adjournment proposal are considered “routine” matters and therefore banks, brokers or other nominees holding their customers’ shares in “street name” may vote without instruction from such customers. Therefore, if you do not provide instructions to your bank, broker or other nominee, your shares may be voted with respect to the amendment proposal and the adjournment proposal and will be treated as present for purposes of determining whether a quorum is present at the special meeting. If you provide instructions to your broker, bank or

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other nominee regarding how to vote your shares with respect to one or both of the amendment proposal and the adjournment proposal, but not with respect to the share issuance proposal, 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 amendment proposal and the adjournment proposal, but will be treated as a broker non-vote and therefore not voted with respect to the share issuance proposal.

Q:

How do I vote?

​

A:

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

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•

To vote online prior to the meeting, visit www.envisionreports.com/NEM. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 8:00 a.m. (Mountain Daylight Time) on            , 2023 to be counted.

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•

To vote during the special meeting, visit https://meetnow.global/MKCFHL9 and follow the on-screen instructions. You will be asked to provide the control number from the enclosed proxy card. 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 8:00 a.m. (Mountain Daylight Time) on            , 2023 to be counted.

​

If your shares of Newmont 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. 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. The share issuance proposal is considered a “non-routine” matter, and therefore banks, brokers and other nominees do not have discretion to vote on the share issuance 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, a broker, bank or other nominee holding in “street name” may not vote on the share issuance proposal without instructions from their customers. If your shares are held in “street name” and 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 the share issuance proposal. The amendment proposal and the adjournment proposal are considered “routine” matters and therefore banks, brokers or other nominees holding in “street name” may vote without instruction from their customers. If you provide instructions to your broker, bank or other nominee regarding how to vote your shares with respect to one or both of the amendment proposal and the adjournment proposal, but not with respect to the share issuance proposal, 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 be treated as a broker non-vote and therefore not voted with respect to the share issuance proposal.

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.

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

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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:

What is the effect of giving a proxy?

​

A:

Proxies are solicited by and on behalf of Newmont’s board of directors. Mark Ebel and Logan Hennessey have been designated as proxy holders by Newmont’s board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the special meeting in accordance with the instructions of the stockholder. For stockholders of record, if no specific instructions are given, however, the shares will be voted in accordance with the recommendations of Newmont’s board of directors as described above. If the special meeting is adjourned or postponed, the proxy holders can vote the shares on the new special meeting date as well, unless you have properly revoked your proxy instructions, as described below.

​

Q:

May I vote at the special meeting?

​

A:

If you are the stockholder of record of shares of Newmont common stock, you have the right to vote online during 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 online during 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:

If you are a stockholder of record, you can change or revoke your vote at any time before the special meeting 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 or by attending and voting at the special meeting, in which case only your latest internet proxy submitted will be counted.

​

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change or revoke your vote.

Q:

Where can I find the voting results of the special meeting?

​

A:

Within four business days following certification of the final voting results, Newmont intends to file the final voting results of the special meeting with the SEC in a Current Report on Form 8-K. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the special meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

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Q:

What is “householding”?

​

A:

To reduce the expense of delivering duplicate proxy materials to our stockholders, Newmont is relying on SEC rules that permit us to deliver only one set of proxy materials to multiple stockholders who share an address unless we receive contrary instructions from any stockholders at that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each stockholder retains a separate right to vote on all matters presented at the special meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

​

If your household received a single notice, but you would prefer to receive your own copy, please contact Broadridge Householding Department, by calling their toll free number, 1-866-540-7095 or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within 30 days of receipt of your instructions at which time you will then be sent separate copies of the documents.

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 Transaction or any of the matters to be acted on at the special meeting.

​

Q:

Is the implementation of the Transaction subject to any conditions?

​

A:

Yes. Newmont and Newcrest are not required to implement the Transaction unless a number of conditions are satisfied or waived (where permitted), including receipt of the required approval of the share issuance proposal from the Newmont stockholders, the required approvals of Newcrest shareholders and the Court and certain regulatory approvals. See “The Transaction Agreement, the Scheme and the Deed Poll — Conditions Precedent to the Scheme” beginning on page 173 of this proxy statement for a more complete summary of the conditions that must be satisfied or waived prior to implementation of the Transaction.

​

Q:

What happens if the Transaction Agreement is terminated?

​

A:

If the Transaction Agreement is terminated, Newcrest will not be acquired by Newmont (indirectly via Newmont Sub) and the two companies will continue to operate as separate entities as they currently do. The Transaction Agreement contains certain termination rights for both Newcrest and Newmont. Either party may terminate the Transaction Agreement if there is or may be a failure to satisfy a condition precedent in accordance with its terms (and that condition precedent has not been waived (if permitted)) and Newmont and Newcrest are unable to agree on an alternative means or method for implementing the Transaction after such failure of a condition precedent or if the Scheme has not become effective by 11:59pm (Melbourne, Australia time) on February 15, 2024 (the “End Date”). Each of Newmont and Newcrest may terminate the Transaction Agreement if, among other things, (1) the other party’s board of directors fails to recommend the Scheme (in the case of Newcrest) or the share issuance proposal (in the case of Newmont) or has made a change in recommendation or (2) the other party materially breaches certain terms of the Transaction Agreement, subject to certain cure periods. Newcrest may also terminate the Transaction Agreement if its board of directors has determined that a Newcrest Competing Proposal (as defined under “The Transaction Agreement, the Scheme and the Deed Poll — Exclusivity”) constitutes a Newcrest Superior Proposal (as defined under “The Transaction Agreement, the Scheme and the Deed Poll — Exclusivity”) and that Newmont has not provided an equivalent or superior proposal within the timeframe prescribed in the Transaction Agreement.

​

The Transaction Agreement further provides that, upon termination of the Transaction Agreement under certain circumstances, Newcrest will be required to pay to Newmont a break fee of $174,058,275 in connection with such termination, or Newmont will be required to pay to Newcrest a reverse break fee of $374,766,240. If the Transaction Agreement is validly terminated due to the failure to obtain approval of the share issuance proposal, Newmont will be required to pay to Newcrest an amount equal to the aggregate of all third-party costs and expenses actually incurred by Newcrest and its Related Bodies Corporate (as defined in the Corporations Act) (the “Newcrest Group”) during the period

 

9

 

commencing on January 14, 2023 and ending on the date of the special meeting of Newmont stockholders at which the share issuance proposal is voted.

See “The Transaction Agreement, the Scheme and the Deed Poll — Termination” beginning on page 189 of this proxy statement for a more complete summary of the termination provisions under the Transaction Agreement.

Q:

When does Newmont expect the Scheme to be implemented?

​

A:

The Scheme is expected to be implemented in the fourth quarter of calendar year 2023, subject to the satisfaction or waiver (where permitted) of the conditions precedent to such implementation. See “The Transaction Agreement, the Scheme and the Deed Poll — Conditions Precedent to the Scheme” beginning on page 173 of this proxy statement.

​

Q:

What will Newcrest shareholders receive in connection with the implementation of the Scheme?

​

A:

If the Scheme becomes effective, the holders of Newcrest ordinary shares will be entitled to, for each such share held, (1) 0.400 New Newmont Shares, (2) 0.400 New Newmont CDIs or (3) 0.400 New Newmont PDIs. Ineligible Foreign Shareholders (as defined under “The Transaction Agreement, the Scheme and the Deed Poll — Ineligible Foreign Shareholders”) will not receive New Newmont Shares (or New Newmont CDIs or New Newmont PDIs), and the New Newmont Shares to which they would otherwise be entitled to receive will instead be issued to a sale agent who will sell the securities and remit the sale proceeds (net of certain costs and taxes) to Newmont for pro rata distribution to the relevant shareholders.

​

Additionally, Newcrest expects to pay a franked1 Special Dividend of $1.10 per issued and fully paid Newcrest ordinary share prior to the implementation of the Scheme, subject to the Scheme becoming effective.

Q:

What will happen if the Transaction is implemented?

​

A:

If the Transaction is implemented, Newmont Sub will acquire all of the Newcrest issued and fully paid ordinary shares and Newcrest will become an indirect wholly-owned subsidiary of Newmont. Newmont intends to have the Newcrest ordinary shares delisted from the ASX, the PNGX and the TSX as promptly as possible following implementation of the Transaction. In addition, it is expected that Newmont will, subject to applicable law, apply to have Newcrest cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate Newcrest’s reporting obligations in Australia, Canada and Papua New Guinea (“PNG”) following implementation of the Transaction. In accordance with the terms of the Transaction Agreement, Newcrest is expected to terminate its American Depositary Receipt program promptly following implementation of the Scheme.

​

Q:

Who will be the directors and executive officers of the combined company following the Transaction?

​

A:

Pursuant to the terms of the Transaction Agreement, Newmont has agreed to invite two of Newcrest’s current directors, whose identity will be nominated by Newmont to join the board of directors of Newmont, on or before the implementation of the Scheme, conditional on the Scheme becoming effective. Tom Palmer will continue as President and Chief Executive Officer of Newmont and will lead the combined company.

​

Q:

Are there any risks I should consider in connection with the Transaction?

​

A:

Yes. There are a number of risk factors relating to Newmont’s business and operations, the Transaction

​

1

Australia has a franking system wherein dividends can be franked and the Australian tax resident shareholder receives a franking credit which effectively represents the Australian corporate tax paid by the company. The franking of the special dividend amount is subject to change based on timing of implementation of the Scheme, business performance, finalization of tax compliance matters relevant to Newcrest Australian tax consolidated group, foreign exchange movements and an Australian Taxation Office class ruling.

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10

 

and the business and operations of Newcrest and the combined company, all of which should be carefully considered. See “Risk Factors” beginning on page 53 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 special meeting will take place on           , 2023 at 8:00 a.m. Mountain Daylight Time, unless adjourned or postponed to a later date. If you are a stockholder of record as of           , 2023, you will receive a proxy card for the special meeting.

​

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. $30,000 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 Transaction, 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 Transaction, the Transaction 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 197 of this proxy statement.

 

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SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES AND ACCOUNTING POLICY ALIGNMENT

The financial information of Newcrest included in this proxy statement has been prepared by a for-profit entity, in accordance with International Financial Reporting Standards (“IFRS”) including interpretations as issued by the International Accounting Standards Board (“IASB”). Certain differences exist between IFRS and U.S. GAAP, which might be material to the financial information included in this proxy statement.

The principal differences between IFRS and U.S. GAAP which might be material in the preparation of Newcrest’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, Newcrest or the industry in which Newmont and Newcrest operate.

The differences described below reflect only those differences in accounting principles and policies in force at the time of the preparation of the historical financial information of Newcrest included in this proxy statement. 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.

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 percent and up to 20 percent 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. Additionally, mark-to-market impacts related to provisionally priced by-product sales are recognized in Cost applicable to sales, while mark-to-market impacts related to provisionally priced co-product sales are recognized in Sales.

Newcrest’s accounting policy is to recognize proceeds from sales of all metals in Sales and all mark-to-market impacts of provisionally priced sales within Other expense, net.

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, an asset group is first tested for recoverability by determining if the carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined not to be recoverable on an undiscounted basis, 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 a cash generating unit’s 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, Newmont capitalizes mine development costs, including the initial costs to remove overburden and waste (“stripping costs”) to access the main ore body after mineralization is classified as proven and probable reserves, and before the production phase of the mine. 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, Newcrest capitalizes mine development costs, including stripping costs to remove overburden and waste to access the main ore body, and in addition, Newcrest continues to capitalize stripping costs after the production phase of a mine if certain conditions are met and when the strip ratio exceeds the estimated life of mine strip ratio of the open pit mine. The capitalized stripping costs are

 

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depreciated over the expected useful life of the identified component of the ore body that is made more accessible by the activity, on a units-of-production basis.

Depreciation & amortization

Under U.S. GAAP, Newmont’s accounting 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, Newcrest includes estimated recoverable ounces contained in proven and probable reserves and, at certain operations, a portion of resources that are considered to be highly probable of being economically recovered.

Exploration and evaluation costs

Under U.S. GAAP, Newmont incurs exploration and evaluation costs during exploration and development phases. Costs incurred during the exploration phase and before mineralization is classified as proven and probable reserves are expensed. Costs incurred during the development phase and after mineralization is classified as proven and probable reserves are capitalized.

Under IFRS, an entity is able to make an accounting policy election on whether to expense or capitalize exploration, evaluation and deferred feasibility costs. Newcrest capitalizes exploration, evaluation and deferred feasibility costs if either such costs are expected to be recouped, significant exploration activity is ongoing with a reasonable assessment of the existence of economically recoverable reserves, or when expenditures are incurred to enable a development decision.

Equity method investments

Under U.S. GAAP, the equity method is applied if an investor has the ability to exercise significant influence over the operating and financial policies of an investee. A common stock investment in a corporate entity that provides an investor with ownership of 20 percent or more of the investee’s voting stock, but with less than a controlling financial interest, leads to a presumption that the investor has the ability to exercise significant influence over the investee. Conversely, an investment of less than 20 percent of the voting stock of an investee leads to a presumption that an investor does not have the ability to exercise significant influence unless such ability can be demonstrated. Newmont’s accounting policy considers both ownership percentage and other factors impacting the ability to exercise significant influence, such as present voting rights related to board representation and other advisory arrangements, when assessing whether an investor has significant influence. The evaluation of significant influence is generally consistent under both IFRS and U.S. GAAP, except U.S. GAAP considers only present voting rights while IFRS also takes into consideration potential voting rights that are currently exercisable.

Stockpiles and ore on leach pads

Under U.S. GAAP, costs that are incurred in or benefit the production process are accumulated as stockpiles and ore on leach pads. Stockpiles and ore on leach pads are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to sale. Costs are added to stockpiles and ore on leach pads based on current mining costs, including stripping costs incurred during the production phase of a mine and applicable depreciation and amortization relating to mining operations. Costs are removed from stockpiles and ore on leach pads based on the average cost per estimated recoverable ounce as material is processed.

Under IFRS, ore stockpiles are largely accounted for in the same manner with the exception of stripping costs during the production phase of a mine, which are capitalized when certain conditions are met. Under Newcrest’s accounting policy, costs are added to stockpiles based on current mining costs incurred including applicable overheads and depreciation and amortization on a unit of production basis for mining operations and removed on the basis of each stockpile’s average cost per tonne as material is processed. Production stripping costs are capitalized separately for each component of the mine, which is defined as a specific volume of the ore body that is made accessible by the stripping activity and amortized on a unit of production basis.

 

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Derivatives

Under U.S. GAAP, the definition of a derivative requires the existence of a notional amount, a payment provision or both. In circumstances in which a notional amount is not determinable (e.g., when the quantification of such an amount is highly subjective and relatively unreliable) and no payment provision exists, the contract would not be accounted for as a derivative. Under IFRS, the definition of a derivative does not require the existence of a notional amount or payment provision.

Employee-related benefits

Under U.S. GAAP, an entity uses the service period approach to account for termination benefits when certain conditions are met. Benefits accumulate over time based on length of service. Under this approach, the benefit cost is accrued over an employee’s service period.

Under IFRS, an entity recognizes termination benefits as a liability and an expense only when an entity is demonstrably committed to the redundancies by having (i) a detailed plan for the terminations and (ii) when it can no longer withdraw the offer made in relation to termination benefits. This generally results in termination benefits being recognized when the closure date for a mine site has been announced and other recognition criteria have been met.

Lease and other financing obligations

Under U.S. GAAP, a lessee identifies a lease at inception of the agreement and classifies it as either a finance lease or an operating lease based on the application of five specific criteria. Under IFRS, similar to U.S. GAAP, a lessee identifies a lease at inception of the agreement but does not distinguish between an operating lease and a finance lease. A single recognition and measurement model is applied to all leases under IFRS.

While the initial measurement and recognition of a lease is similar under U.S. GAAP and IFRS, the subsequent measurement differs. Under U.S. GAAP, a straight-line expense is recognized for an operating lease, as opposed to IFRS, which yields a higher expense in earlier years of the lease term.

Reclamation and remediation liabilities

Under U.S. GAAP, the initial recognition of the reclamation and remediation liability is recognized at fair value, generally utilizing a present value technique to estimate the liability discounted at a credit-adjusted risk-free interest rate, and further adjusted for inflation and market risk premium. 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 are re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) has been prepared based on the historical audited and unaudited consolidated financial statements of Newmont and Newcrest, as indicated below, and is intended to provide you with information about how the Transaction might have affected Newmont’s historical financial statements.

The unaudited pro forma condensed combined statements of operations (“unaudited pro forma statement of operations”) for the year ended December 31, 2022 and the six months ended June 30, 2023, combines the historical audited and unaudited consolidated statements of operations of Newmont for the corresponding periods, with the respective historical audited and unaudited consolidated income statements of Newcrest, as derived from the audited and unaudited consolidated financial statements of Newcrest as indicated below, as if the Transaction had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet (“unaudited pro forma balance sheet”) as of June 30, 2023, combines the historical unaudited consolidated balance sheet of Newmont, and the historical audited consolidated statement of financial position of Newcrest as of June 30, 2023, derived from the audited consolidated financial statements as indicated below, as if the Transaction had occurred on June 30, 2023.

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

•

the accompanying notes to the unaudited pro forma financial information;

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•

the historical audited consolidated financial statements of Newmont for the year ended December 31, 2022, included in Newmont’s annual report on Form 10-K, filed with the SEC on February 23, 2023, as updated by the current report on Form 8-K, filed with the SEC on July 20, 2023;

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•

the historical unaudited condensed consolidated financial statements of Newmont for the six months ended June 30, 2023, included in Newmont’s quarterly report on Form 10-Q, filed with the SEC on July 20, 2023;

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•

the historical audited consolidated financial statements of Newcrest for the fiscal years ended June 30, 2023, 2022, and 2021 respectively, included as Annex B to this proxy statement;

​

•

the historical unaudited consolidated financial statements of Newcrest for the six months ended December 31, 2022 and 2021, respectively, which are not included in this proxy statement but are included in Newcrest’s ASX Appendix 4D and Financial Report as filed with the ASX on February 16, 2023; and

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•

other information relating to Newmont and Newcrest contained in or incorporated by reference into this document. See sections titled “Where You Can Find More Information” beginning on page 197 of this proxy statement.

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The unaudited pro forma financial information is presented using the acquisition method of accounting, with Newmont as the acquirer of Newcrest. See section entitled “The Transaction — Accounting Treatment” beginning on page 123 of this proxy statement. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of Newcrest based on their respective fair market values with any excess purchase price allocated to goodwill.

The unaudited pro forma 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 as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma financial information. The information has been adjusted to include estimated Transaction accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.

The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Transaction occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined group. The unaudited 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 Transaction, which are described in the section entitled “The Transaction — Newmont’s Reasons for the Transaction” beginning on page 90 of this proxy statement, and, accordingly, do not attempt to predict or suggest future results.

 

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Newmont Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2023

(1)

Excludes Depreciation and amortization and Reclamation and remediation.

​

 

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Newmont Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022

(1)

Excludes Depreciation and amortization and Reclamation and remediation.

​

(2)

Potentially dilutive shares were excluded in the computation of diluted loss per common share from continuing operations attributable to Newmont stockholders as they were antidilutive.

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Newmont Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2023