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

 
FORM 8-K

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
March 4, 2019

 
Newmont Mining Corporation
(Exact name of Registrant as Specified in Its Charter)

 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-31240
(Commission File Number)
 
84-1611629
(I.R.S. Employer Identification No.)
 
6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111
(Address of principal executive offices) (zip code)
 
(303) 863-7414
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 
Item 8.01. Other Events.
 
As previously announced on February 25, 2019, Newmont Mining Corporation, a Delaware corporation (“Newmont” or the “Company”) received an unsolicited acquisition proposal from Barrick Gold Corporation (“Barrick”) proposing an all-stock acquisition of Newmont, at a negative premium based on market prices as of the close of business on February 22, 2019 (the “Barrick proposal”).
 
On March 4, 2019, Newmont’s board of directors issued a response letter to the Barrick proposal determining that the Barrick proposal does not constitute, and would not reasonably be expected to constitute, a Newmont Superior Proposal, as such term is defined in the arrangement agreement dated January 14, 2019, as amended on February 19, 2019 (the “arrangement agreement”), between Newmont and Goldcorp Inc. (“Goldcorp”). Accordingly, Newmont is not permitted to engage in discussions and negotiations with Barrick with respect to the Barrick proposal. Therefore, Newmont will proceed with its previously announced strategic business combination transaction with Goldcorp pursuant to the arrangement agreement.
 
In addition, to facilitate the realization of the potential synergies with Barrick, Newmont proposed a term sheet for a joint venture (the “Nevada joint venture proposal”) that would combine Newmont and Barrick’s Nevada operations, which was attached to the response letter. The Nevada joint venture proposal provides for Barrick to hold an economic interest equal to 55 percent and Newmont to hold a 45 percent economic interest. The proposed economic interests are based upon analyst consensus net present values for each company’s Nevada-related assets and an equal split of Barrick’s estimated Nevada synergies. Newmont and Barrick will have an equal number of representatives on the management and technical committees in the proposed Nevada joint venture. Decisions by the management committee shall be determined by majority vote, with the voting power of the parties’ representatives based on their respective economic interests, subject to a list of customary material matters requiring joint approval. The proposed Nevada joint venture’s operational management will be jointly appointed by both parties and will be responsible for day-to-day operations. A copy of the Nevada joint venture proposal is furnished as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
 
Notwithstanding anything in the arrangement agreement to the contrary (including, without limitation, Sections 5.2(c) and 5.9(a)), among other things, Goldcorp has expressly consented to the Nevada joint venture proposal and Newmont will keep Goldcorp informed of material developments with respect to that proposal and, in certain cases, will seek Goldcorp’s consent prior to making certain communications regarding the Nevada joint venture proposal.
 
On March 4, 2019, Newmont issued a press release that includes, among other matters, information related to the response letter to the Barrick proposal and the Nevada joint venture proposal. A copy of the press release, including the response letter, is furnished as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.
 
Additionally, on March 4, 2019, Newmont posted on the “Investor Relations” section of Newmont’s website, www.newmont.com, an investor presentation that includes, among other matters, information related to the response letter to the Barrick proposal and the Nevada joint venture proposal. Newmont held a related live webcast presentation on Monday, March 4, 2019 at 9:00 a.m. Eastern Time. A copy of the investor presentation posted by Newmont and a transcript of the webcast are furnished as Exhibits 99.3 and 99.4 hereto and are incorporated into this Item 8.01 by reference.
 
The information, including Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto, in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise stated in such filings. Similarly, the information on Newmont’s website shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Current Report on Form 8-K 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,
 
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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 Current Report on Form 8-K 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; (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; (xiv) estimates of future closure costs and liabilities; (xv) statements relating to the proposed acquisition of Newmont by Barrick, including potential dilution, synergies and value creation, and (xvi) the possible joint venture in Nevada, including the potential terms and benefits thereof. 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 Newmont’s and Goldcorp’s ability to obtain the approval of the proposed transaction by their stockholders required to consummate the proposed transaction and 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 Current Report on Form 8-K or made by Goldcorp outside of this Current Report on Form 8-K. Goldcorp is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and
 
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resource declaration) in this Current Report on Form 8-K or made by Newmont outside of this Current Report on Form 8-K. 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 Current Report on Form 8-K, 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.
 
Additional Information about the Proposed Transaction and Where to Find It
 
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This Current Report on Form 8-K is being made in respect of the proposed transaction involving the Company and Goldcorp pursuant to the terms of an arrangement agreement by and among the Company and Goldcorp and may be deemed to be soliciting material relating to the proposed transaction. In connection with the proposed transaction, the Company will file a proxy statement relating to a special meeting of its stockholders with the SEC. Additionally, the Company will file other relevant materials in connection with the proposed transaction with the SEC. Security holders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The definitive proxy statement will be mailed to the Company’s stockholders. Stockholders of the Company will be able to obtain a copy of the proxy statement, the filings with the SEC that will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed transaction and the parties to the transaction made by the Company with the SEC free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.newmont.com/investor-relations/default.aspx or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov.
 
Participants in the Proposed Transaction Solicitation
 
The Company and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed transaction will be set forth in the proxy statement filed with the SEC relating to the transaction when it becomes available. Additional information concerning Goldcorp’s executive officers and directors is set forth in its 2017 Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)  Exhibits.

Exhibit
No.	 	Description	
 	 	 	
99.1	 	Nevada joint venture proposal, dated as of March 4, 2019.	
 	 	 	
99.2	 	Press release and response letter, dated March 4, 2019.	
 	 	 	
99.3	 	Investor presentation, dated March 4, 2019.	
 	 	 	
99.4	 	Transcript of investor presentation, held on March 4, 2019.	
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	Newmont Mining Corporation	
 	 	 	
Date: March 4, 2019	By:	/s/ Logan Hennessey	
 	 	Logan Hennessey	
 	 	Vice President, Associate General Counsel and Corporate Secretary	
 
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Exhibit 99.1 
 
JOINT VENTURE TERM SHEET
 
This term sheet sets out the principal terms for the creation of a joint venture (the “ Joint Venture ”) to operate and manage the Nevada-related operations and assets of Barrick Gold Corporation (“ Barrick ”) and Newmont Goldcorp Corporation (“ Newmont Goldcorp ” and, together with Barrick, and including their respective designated affiliates, the “ JV Parties ” and each a “ JV Party ”). Definitive terms will be set out in a definitive joint venture agreement (the “ JV Agreement ”).

A.	Assets and Liabilities	 	The Nevada-related operations (including Newmont Goldcorp’s CC&V operation) and associated assets (the “ Assets ”) of each JV Party will be contributed to or made available for use in the Joint Venture, including operating mines, mineral processing and related facilities, mining claims and exploration properties, water rights, ranch land and other relevant properties.
 
The Joint Venture shall be responsible for all liabilities, including environmental liabilities, associated with the Assets contributed to or made available for use in the Joint Venture.	
 	 	 	 	
B.	Economic Interest	 	Barrick will hold an economic interest in the Joint Venture equal to 55%, and Newmont Goldcorp will hold an economic interest in the Joint Venture equal to 45%. The economic interest is determined by reference to analyst consensus net present values for each company’s Nevada-related assets, including CC&V (Barrick $7.71 billion; Newmont $5.88 billion) and an equal split of the $4.7 billion Nevada synergy value estimated by Barrick. 1	
 	 	 	 	
C.	Management Committee	 	General . A management committee of the Joint Venture (the “ Management Committee ”) will be responsible for oversight of the Joint Venture.
 
Composition . Each JV Party shall be entitled to an equal number of Management Committee representatives. The chair of the Management Committee will rotate on an annual basis, with Barrick appointing the initial chair.
 
Voting . The aggregate voting power of a JV Party’s Management Committee representatives will be proportionate to such JV Party’s economic interest in the Joint Venture. The matters set forth on Exhibit A hereto shall require simple majority approval of the Management Committee, and the matters set forth on Exhibit B hereto shall require unanimous approval of the Management Committee.	

1   For Barrick: $7.71B + $2.35B / $18.29B = 55%.  For Newmont Goldcorp: $5.88B + $2.35B / $18.29B = 45.00%.

 

D.	Operational Management	 	The general manager of the Joint Venture and his/her direct reports will be jointly appointed by the JV Parties. This management team will carry out day-to-day operations of the Joint Venture.	
 	 	 	 	
E.	Technical Committee	 	A Technical Committee will be established in the JV Agreement, allowing both JV Parties to bring their expertise in technical operating capability, exploration, sustainability and external relations to the Joint Venture. In addition, the Management Committee may establish other standing or ad hoc sub-committees from time to time as necessary. All sub-committees will be advisory only and will not have decision-making authority or authority to bind the Joint Venture or the JV Parties. Each sub-committee will consist of an equal number of representatives designated by each JV Party. The chair of each sub-committee will be appointed by the JV Parties annually.	
 	 	 	 	
F.	Deadlock	 	The JV Parties will develop a mutually acceptable procedure for resolving deadlocks with respect to operating, funding, executive and other matters, including escalation to the JV Parties’ CEOs.	
 	 	 	 	
G.	Policies and Standards	 	The JV Parties will develop a single set of policies and standards to govern all aspects of the Joint Venture, drawing from each of their respective existing policies and standards.	
 	 	 	 	
H.	Take-in Kind and Funding	 	Each JV Party shall be entitled to take a portion of the Joint Venture’s production (gold, silver, and copper) in kind based on its economic interest. Funding obligations will be proportional to the economic interests of the JV Parties, subject to any exceptions agreed in the JV Agreement. Failure to fund will result in dilution on a straight-line basis, subject to any exceptions agreed in the JV Agreement. This take-in-kind and funding structure will be designed to enable each party to account for proportionate production and related metrics (such as AISC).	
 	 	 	 	
I.	Hedging	 	The Joint Venture shall not engage in any hedging or similar activity, but each JV Party shall be entitled to enter into hedges or similar transactions in relation to its own in-kind production entitlements from the Joint Venture.	
 	 	 	 	
J.	Retained Royalty	 	Each JV Party shall be entitled to a 1.5% net smelter return royalty on precious and base metals discovered on and produced from mineral properties contributed by it to the Joint Venture, excluding all reserves and resources publicly reported at the date of formation of the Joint Venture.	
 	 	 	 	
K.	Right of First Refusal	 	Any direct or indirect transfer of a JV Party’s economic interest in the Joint Venture to a non-affiliated third party will be subject to a right of first refusal in favor of the other JV Party on terms set forth in the JV Agreement.	
 
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L.	Area of Interest	 	All mineral properties held by each JV Party within an area of interest (“ AOI ”) to be defined in the JV Agreement shall be contributed to the Joint Venture, and the Joint Venture shall have the right to acquire any mineral properties within the AOI that are obtained directly or indirectly by either JV Party or its affiliates subsequent to formation of the Joint Venture.	
 	 	 	 	
M.	Access and Information	 	Each JV Party shall have customary access and information rights.	
 	 	 	 	
N.	Structure	 	The structure of the Joint Venture will be as agreed by the JV Parties to best reflect the terms outlined herein and optimize tax and commercial considerations for both JV Parties.	
 
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SCHEDULE A 
MAJORITY APPROVAL
 
1.                                       Annual programs and budgets and corresponding funding plans
 
2.                                       Individual contracts or commitments in excess of US$25 million per year
 
3.                                       Sole source supply commitments in excess of US$5 million
 
4.                                       Remuneration of the general manager and his/her direct reports (after recommendation by the general manager)
 
5.                                       Life of mine plans
 
6.                                       Statements of mineral reserves and resources

 
SCHEDULE B 
UNANIMOUS APPROVAL
 
1.                                       Dispositions of assets (other than sales of production or other dispositions in the ordinary course), expansion projects or other capital expenditures, asset purchases or investments, or incurrence of indebtedness as customarily defined (or series of related transactions), in each case with a value or cost or in an amount that exceeds US$100 million
 
2.                                       Commencing or resolving any claim or dispute that is considered material to the affairs of the Joint Venture, or that otherwise involves a total amount in dispute in excess of US$100 million
 
3.                                       Approval of the general manager of the Joint Venture and his/her direct reports
 
4.                                       Any issuance, sale, repurchase or redemption of any interest in the Joint Venture, or any options, rights or other financial products giving an interest in the Joint Venture (other than interests issued pursuant to a JV Party’s funding commitments), or other change in the capital structure of the Joint Venture
 
5.                                       Any change to the dividend and distribution policy of the Joint Venture
 
6.                                       Related party agreements or litigation
 
7.                                       Any merger, amalgamation or reorganization of the Joint Venture
 
8.                                       Taking or instituting any proceedings for liquidation, winding up, bankruptcy, etc. of the Joint Venture, permanent cessation of operations or abandonment of a material asset of the Joint Venture (other than in emergency circumstances), or suspension of operations for any material asset of the Joint Venture for a period of more than 90 days other than due to force majeure
 
9.                                       Customary matters such as change of external auditor,  change of year-end and non-clerical amendment to the constating documents of the Joint Venture

 
Cautionary Statement Regarding Forward-Looking Statements:
 
This term sheet 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, 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 events to differ materially from future events expressed, projected or implied by the forward-looking statements. Forward-looking statements in this term sheet include, without limitation, the implied consummation of the proposed transaction (the “proposed Goldcorp transaction”) with Goldcorp Inc. (“Goldcorp”) and statements related to a possible joint venture in Nevada. Such statements are intended to be an illustrative proposal, and does not constitute a definitive or binding agreement. Estimates or expectations of future events are based upon certain assumptions, which may prove to be incorrect. Such assumptions, include, our ability to reach an agreement with Barrick Gold Corporation. Nothing herein should be understood as an assertion that a joint venture agreement will be successfully negotiated or that any such agreement would contain the terms as presented herein. For a more detailed discussion of risks and other factors that might impact future looking statements, see Newmont’s 2018 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) as well as Newmont’s other SEC filings, available on the SEC website or www.newmont.com and 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 term sheet or made by Goldcorp outside of this term sheet. Goldcorp is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this term sheet or made by Newmont outside of this term sheet. 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 term sheet, 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.
 
Additional information about the proposed Goldcorp transaction and where to find it
 
This term sheet is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This term sheet is being made in respect of the proposed Goldcorp transaction involving Newmont and Goldcorp pursuant to the terms of an Arrangement Agreement by and among Newmont and Goldcorp and may be deemed to be soliciting material relating to the proposed Goldcorp transaction. In connection with the proposed Goldcorp transaction, Newmont will file a proxy statement relating to a special meeting of its stockholders with the SEC. Additionally, Newmont will file other relevant materials in connection with the proposed Goldcorp transaction with the SEC. Security holders of Newmont are urged to read the proxy statement regarding the proposed Goldcorp transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed Goldcorp transaction because they will contain important information about the proposed Goldcorp transaction and the parties to the transaction. The definitive proxy statement will be mailed to Newmont’s stockholders. Stockholders of Newmont will be able to obtain a copy of the proxy statement, the filings with the SEC that will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed Goldcorp transaction and the parties to the transaction made by Newmont with the SEC free of charge at the SEC’s website at www.sec.gov, on Newmont’s website at www.newmont.com/investor-relations/default.aspx or by contacting Newmont’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov.
 
Participants in the proposed Goldcorp transaction solicitation
 
Newmont and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of Newmont’s stockholders in connection with the proposed Goldcorp transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Newmont’s executive officers and directors in the solicitation by reading Newmont’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed Goldcorp transaction will be set forth in the proxy statement filed with the SEC relating to the transaction when it becomes available. Additional information concerning Goldcorp’s executive officers and directors is set forth in its 2017 Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.

Exhibit 99.2 

	NEWS RELEASE
NYSE: NEM
newmont.com	
 
Newmont Board Unanimously Determines that Barrick’s Unsolicited, Negative Premium Proposal Is Not in Newmont Shareholders’ Best Interests
 
·                   Goldcorp Combination Represents Superior Value Creation Opportunity
 
·                   Barrick’s Proposal Presents Significant Risks to Newmont Shareholders
 
·                   Provides Term Sheet for Nevada Joint Venture with Barrick to Realize Synergies
 
·                   Files Investor Presentation Responding to Barrick Claims and Providing Long-Term Outlook for Newmont Goldcorp
 
·                   Company to Host Conference Call at 9:00 AM ET
 
DENVER, March 4, 2019 — Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) today announced that its Board of Directors has unanimously determined that Barrick Gold Corporation’s (Barrick) (NYSE: GOLD) (TSX: ABX) unsolicited, all-stock negative premium proposal to acquire Newmont is not in the best interests of Newmont’s shareholders.
 
After a comprehensive review conducted in consultation with its financial and legal advisors, Newmont’s Board unanimously concluded that Barrick’s proposal does not constitute, and would not reasonably be expected to constitute, a Newmont Superior Proposal (as such term is defined in the arrangement agreement between Newmont and Goldcorp Inc. (NYSE: GG, TSX: G) (Goldcorp)). The Company’s previously announced combination with Goldcorp represents a superior value creation opportunity to generate long-term value through an unmatched portfolio of world class operations, projects, exploration opportunities, reserves and talent.
 
“Our thorough review of Barrick’s unsolicited proposal and its associated risks has reaffirmed our conclusion that the combination of Newmont and Goldcorp represents the best opportunity to create value for Newmont’s shareholders and deliver industry-leading returns for decades to come,” said Gary Goldberg, Newmont’s Chief Executive Officer. “Unlike Barrick, Newmont Goldcorp will be centered in the world’s most favorable mining jurisdictions and gold districts. The combination with Goldcorp is significantly more accretive to Newmont’s shareholders on all relevant metrics compared to Barrick’s proposal, even when factoring in Barrick’s own synergy estimates. Realizing value through Barrick’s proposal for Newmont’s shareholders hinges entirely on a new management team that lacks global operating experience and is only two months into its own transformational integration.”
 
Newmont Goldcorp Combination Represents Superior Value Creation Opportunity Over Barrick’s Proposal
 
The Newmont Board of Directors’ unanimous determination that the combination with Goldcorp represents a superior value creation opportunity over Barrick’s unsolicited proposal is based on the following:
 
·                   The Goldcorp transaction generates twice the accretion to Newmont’s Net Asset Value (NAV) per share compared to Barrick’s proposal, even when factoring in Barrick’s unsubstantiated synergy assumptions.
 
·                   Barrick’s proposal is four percent (4%) dilutive to Newmont’s NAV per share, before any synergies. i
 
·                   The value creation claimed in Barrick’s proposal relies entirely on the delivery of synergies from a management team that lacks global operating experience and is only two months into its integration effort with Randgold Resources Ltd.
 
·                   Barrick’s portfolio includes numerous unfavorable and high-risk jurisdictions with several ongoing and significant operational and sustainability problems.
 
·                   By contrast, Newmont Goldcorp’s assets will be located in favorable mining jurisdictions and prolific gold districts on four continents.
 
·                   Completing the Newmont transaction with Goldcorp does not preclude Newmont or Barrick from achieving the available synergies in Nevada through a joint venture and may permit them to be realized sooner.
 
NEWMONT RESPONDS TO BARRICK PROPOSAL
 
1 

 
Because Newmont’s Board determined that the Barrick proposal is not a “Newmont Superior Proposal” under the Goldcorp arrangement agreement, Newmont is prohibited under the provisions of that agreement from engaging with Barrick in relation to its proposal.
 
Proposed Nevada Joint Venture with Barrick
 
To realize the savings from Newmont’s and Barrick’s Nevada-related operations, Newmont today submitted a joint venture proposal to Barrick. The terms of the proposal are modeled on similar terms to other successful joint ventures, including ones that Barrick has with Newmont and Goldcorp.
 
Mr. Goldberg continued, “Newmont has consistently expressed to Barrick that we are open to a joint venture for our operations in Nevada. In that regard, today we have submitted a term sheet to Barrick proposing a Nevada joint venture. This proposal would enable both companies’ shareholders to realize the available synergies while avoiding the significant risks and complexities associated with Barrick’s unsolicited proposal.”
 
Key terms of the joint venture proposal to combine the Nevada-related operations of Newmont Goldcorp and Barrick include:
 
·                   Economic Interests : Barrick to hold an economic interest equal to 55 percent and Newmont Goldcorp to hold a 45 percent economic interest. The proposed economic interests are based upon analyst consensus Net Present Values for each company’s Nevada-related assets and an equal split of Barrick’s estimated Nevada synergies.
 
·                   Governance: Newmont Goldcorp and Barrick will have an equal number of representatives on the Management and Technical Committees. Decisions by the Management Committee shall be determined by majority vote, with the voting power of the parties’ representatives based on their respective economic interests, subject to a list of customary material matters requiring joint approval. The proposed joint venture’s Operational Management will be jointly appointed by both parties and will be responsible for day-to-day operations.
 
“We are confident that Newmont’s demonstrated technical expertise and consistent execution will be critical in realizing the synergy opportunities of the proposed joint venture,” said Tom Palmer, Newmont’s President and Chief Operating Officer.
 
Newmont Goldcorp
 
Newmont has also filed an updated investor presentation regarding the compelling value creation opportunity of the Newmont Goldcorp transaction. Newmont’s proposed combination with Goldcorp is expected to close in the second quarter of 2019.
 
On day one after the transaction closes, Newmont Goldcorp will:
 
·                   Be accretive to Newmont’s NAV per share by 27 percent and 34 percent accretive to 2020 cash flow per share; i
 
·                   Begin delivering a combined $365 million in expected annual pre-tax synergies, supply chain efficiencies and Full Potential improvements representing the opportunity to create $4.4 billion in Net Present Value (pre-tax); ii
 
·                   Target 6-7 million ounces of steady-state gold production over a decades-long time horizon; i
 
·                   Have the largest gold Reserves and Resources in the gold sector, including on a per share basis;
 
·                   Be located in favorable mining jurisdictions and prolific gold districts on four continents;
 
·                   Deliver the highest dividend among senior gold producers; iii
 
·                   Offer financial flexibility and an investment-grade balance sheet to advance the most promising projects generating a targeted Internal Rate of Return (IRR) of at least 15 percent; iv
 
·                   Feature a deep bench of accomplished business leaders and high-performing technical teams and other talent with extensive mining industry experience; and
 
·                   Maintain industry leadership in environmental, social and governance performance.
 
Newmont today sent the following letter to Barrick’s Executive Chairman, John L. Thornton, and President and Chief Executive Officer, Mark Bristow:

 

 
March 4, 2019	 	Newmont Mining
Corporation 6363 South
Fiddlers Green Circle
Greenwood Village, CO
80111
 
T  (303) 863-7414
F  (303) 837-5837
www.newmont.com	
 
Board of Directors
 
BARRICK GOLD CORPORATION
 
TD Canada Trust Tower 161 Bay
Street, Suite 3700
 
Toronto, ON M5J 2S1 Canada
 
Attn.:                  John L. Thornton, Executive Chairman
Mark Bristow, President and Chief Executive Officer
 
Dear John and Mark:

Re:                              February 25, 2019 Letter
 
Our board of directors and senior management, with the assistance of our advisors, have undertaken an intensive and detailed review and analysis of your February 25, 2019 letter proposing to acquire all of the outstanding shares of common stock of Newmont Mining Corporation. Consistent with its focus on the best interests of our company and its stakeholders and on maximizing stockholder value for the long-term, our board has determined that the proposal set forth in your letter does not constitute, and would not reasonably be expected to constitute, a Newmont Superior Proposal (as such term is defined in the arrangement agreement dated January 14, 2019 between Newmont and Goldcorp Inc., as amended on February 19, 2019). Accordingly, Newmont is not permitted to engage in discussions and negotiations with Barrick Gold Corporation with respect to its proposal, nor are such actions required by the fiduciary duties of our board of directors. Therefore, in accordance with our contractual obligations under the Goldcorp arrangement agreement and consistent with our judgment as to the best interests of Newmont’s stockholders, we will proceed with our transaction with Goldcorp. We believe that transaction provides greater value to the Newmont stockholders and is superior from the perspective of Newmont’s other stakeholders.
 
We believe that the transaction you are proposing would reduce, rather than enhance, Newmont stockholder value. Your “at market” proposal is at a material discount to current market values, and any potential value creation depends entirely on Barrick’s execution. Since previous merger discussions terminated in 2014, Newmont has significantly outperformed Barrick on almost every metric. Our management team has a consistent, long-standing track record of delivering superior execution (including productivity improvements and cost reduction measures) through a proven, scalable operating model and deep bench strength supporting thoughtful and structured succession planning. In contrast, Barrick’s underperformance highlights its ineffective operating model, poor record on delivering stockholder returns, and significant jurisdictional risk. The basis for our board’s determinations have been and will continue to be detailed in our public disclosures.
 
The value creation of Barrick’s proposal relies entirely upon the delivery of synergies from a management team that was put in place just two months ago.  This new team has never managed a global portfolio the size of Barrick, let alone the size of a potential Newmont and Barrick combination.  From a stockholder perspective, how a company conducts its business is an important component of value.  In addition to compelling economic performance, Newmont has maintained industry leadership in environmental, social and governance performance and, unlike Barrick and Randgold Resources Ltd., has generally avoided material operational, governmental and investment pitfalls.  Moreover, Newmont is committed to strong governance practices and has been recognized for having a culture that values responsible corporate citizenship, inclusion and diversity.  Barrick’s expressed disdain for process and oversight, and its absence of diversity of leadership, including in its board room, runs contrary to the expressed values of Newmont, our employees,

 
our stockholders and our other valued stakeholders.  For all of these reasons, we strongly believe that our stockholders are far better off as owners of Newmont Goldcorp Corporation than as holders of a minority stake in Barrick, a far less attractive entity.
 
We recognize that there are value-creation opportunities available in Nevada if we work together.  We have always been, and we remain, prepared to explore these opportunities, despite your public comments to the contrary.  Achieving these opportunities does not require Newmont to be acquired by Barrick, and for our stockholders to be exposed to the many risks inherent in Barrick.  To facilitate the realization of the potential synergies, we are providing you with a term sheet for a joint venture that would combine our Nevada operations and create value for both sets of stockholders.  We are prepared to move forward with you on this basis expeditiously.
 
Our board of directors, our management team and our thousands of employees around the world are dedicated to creating value for all of our stockholders and that is exactly what we will continue to do by executing on our strategic plan and completing our pending transaction with Goldcorp.
 
On behalf of our board of directors,

/s/ Noreen Doyle	 	/s/ Gary J. Goldberg	
Noreen Doyle	 	Gary J. Goldberg	
Chair	 	Chief Executive Officer	

 
Advisors and counsel
 
In connection with the transaction, Newmont has retained BMO Capital Markets, Citi and Goldman Sachs as financial advisors, and Wachtell, Lipton, Rosen & Katz, Goodmans LLP, and White & Case LLP as legal counsel.
 
Conference Call and Webcast
 
Newmont will host a conference call and a webcast on Monday, March 4, 2019 at 9:00 AM Eastern Time. Presentation slides will accompany the live webcast and can be accessed on the Newmont website, www.newmont.com and https://event.on24.com/wcc/r/1952473/C5AC3067BE6C7740A2D324BE629DA649.
 
Conference Call Details

Dial-In Number	1-855-209-8210	
Intl Dial-In Number	1-412-317-5213	
Canada Toll Free	1-855-669-9658	
Conference Name	Newmont Mining	
Replay Number	1-877-344-7529	
Intl Replay Number	1-412-317-0088	
Replay Access Code	10129346	
 
About Newmont
 
Newmont is a leading gold and copper producer. The Company’s operations are primarily in the United States, Australia, Ghana, Peru and Suriname. Newmont is the only gold producer listed in the S&P 500 Index and was named the mining industry leader by the Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018. The Company is an industry leader in value creation, supported by its leading technical, environmental, social and safety performance. Newmont was founded in 1921 and has been publicly traded since 1925.
 
Cautionary Statement Regarding Forward-Looking Statements:
 
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results 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; (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; (xiv) estimates of future closure costs and liabilities; (xv) statements relating to the proposed acquisition of Newmont by Barrick, including potential dilution, synergies and value creation, and (xvi) the possible joint venture in Nevada, including the potential terms and benefits thereof. 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 Newmont’s and Goldcorp’s ability to obtain the approval of the proposed transaction by their stockholders required to consummate the proposed transaction and 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.
 
Additional information about the proposed transaction and where to find it
 
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is being made in respect of the proposed transaction involving the Company and Goldcorp pursuant to the terms of an Arrangement Agreement by and among the Company and Goldcorp and may be deemed to be soliciting material relating to the proposed transaction. In connection with the proposed transaction, the Company will file a proxy statement relating to a special meeting of its stockholders with the Securities and Exchange Commission (the “SEC”). Additionally, the Company will file other relevant materials in connection with the proposed transaction with the SEC. Security holders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The definitive proxy statement will be mailed to the Company’s stockholders. Stockholders of the Company will be able to obtain a copy of the proxy statement, the filings with the SEC that will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed transaction and the parties to the transaction made by the Company with the SEC free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.newmont.com/investor-relations/default.aspx or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov.

 
Participants in the proposed transaction solicitation
 
The Company and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed transaction will be set forth in the proxy statement filed with the SEC relating to the transaction when it becomes available. Additional information concerning Goldcorp’ executive officers and directors is set forth in its 2017 Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.
 
Investor Contact
 
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
 
Media Contact
 
Omar Jabara, 303.837.5114
omar.jabara@newmont.com

i   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.
 
ii   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.
 
iii   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.
 
iv   IRR targets on projects are calculated using an assumed $1,200 gold price.

Exhibit 99.3 
Capturing the missing facts March 4, 2019

Cautionary statement Cautionary statement regarding forward looking statements: This presentation 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 presentation 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; (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 internal rate of return, 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; (xiv) estimates of future closure costs and liabilities; (xv) statements relating to the proposed acquisition of Newmont by Barrick, including potential dilution, synergies and value creation, and (xvi) the possible joint venture in Nevada, including the potential terms and benefits thereof. 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 Newmont’s and Goldcorp’s ability to obtain the approval of the proposed transaction by their stockholders required to consummate the proposed transaction and 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 presentation or made by Goldcorp outside of this presentation. Goldcorp is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this presentation or made by Newmont outside of this presentation. 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 presentation, 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.

Additional information Additional information about the proposed transaction and where to find it This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is being made in respect of the proposed transaction involving the Company and Goldcorp pursuant to the terms of an Arrangement Agreement by and among the Company and Goldcorp and may be deemed to be soliciting material relating to the proposed transaction. In connection with the proposed transaction, the Company will file a proxy statement relating to a special meeting of its stockholders with the Securities and Exchange Commission (the “SEC”). Additionally, the Company will file other relevant materials in connection with the proposed transaction with the SEC. Security holders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The definitive proxy statement will be mailed to the Company’s stockholders. Stockholders of the Company will be able to obtain a copy of the proxy statement, the filings with the SEC that will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed transaction and the parties to the transaction made by the Company with the SEC free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.newmont.com/investor-relations/default.aspx or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov. Participants in the proposed transaction solicitation The Company and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed transaction will be set forth in the proxy statement filed with the SEC relating to the transaction when it becomes available. Additional information concerning Goldcorp’ executive officers and directors is set forth in its 2017 Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.

Barrick’s proposal represents an 8% discount to Newmont’s share price on February 22, 2019* Compared to the Goldcorp transaction, the Barrick proposal: Delivers ~$1.8 billion less in aggregate after-tax NAV1,2 to Newmont shareholders Is ~55% less accretive to Newmont’s NAVPS1,3,4 Is ~45% less accretive to Newmont’s 2020 CFPS1,3,4 In addition: Newmont shareholders could benefit from both the Goldcorp transaction and our Nevada proposal All potential value creation from the Barrick proposal relies on Barrick’s delivery of synergies Barrick’s leaders lack experience operating a global mining company and integrating acquisitions Barrick’s proposed share consideration carries significant risk to Newmont shareholders Newmont’s Board has determined that the unsolicited proposal from Barrick does not constitute and would not reasonably be expected to constitute a “superior proposal” under its agreement with Goldcorp Barrick’s proposal is Not Superior to our Goldcorp transaction Note: Accretion analysis based on consensus estimates. *Based on 22-Feb-19 closing price, the last trading day before Barrick’s proposal was announced

Newmont Goldcorp is Superior for shareholders Merger offers unrivaled position in long-life, low cost Nevada assets with 20+ year mine life Merger offers Newmont shareholders unprecedented value creation World class business attractive to both gold and generalist investors What Barrick wants you to believe What is actually happening Barrick needs Newmont’s portfolio of world-class assets Goldcorp transaction offers Newmont shareholders superior value creation to Barrick proposal Barrick’s main motivation is to be the biggest Barrick has not provided guidance post 2019 Analysts forecast ~12% production decline from ‘18-’23* Barrick’s Nevada assets need a processing plant Barrick’s proposal = 8% discount to market NAVPS accretion relies on Barrick delivery of synergies Barrick has poor track record of M&A integration Barrick view: generalists support “bigger is better” Newmont view: value from performance Barrick’s proposal attempts to deprive Newmont shareholders of the superior benefits from the Goldcorp transaction *Production decline based on consensus estimates.

John Thornton still firmly in control of Barrick Since John Thornton’s arrival at Barrick: Underperformed Newmont by over $12B5 All while pocketing over $65M6 from Barrick shareholders Favors Newmont “ We simply will not yield to pressure to, ‘just find something’ in order to ‘grow’ -- March 2018 “ We have the thinnest talent in the most difficult areas and we can’t develop all these projects alone. -- September 2018 Source: Bloomberg, Company filings, FactSet Note: Quotes obtained from the Financial Times (“Barrick Gold’s restructuring comes at a cost” 18-Mar-18) and The Globe & Mail (“Barrick Gold’s John Thornton won’t back down” 14-Sep-18) 0.250x 0.500x 0.750x 1.000x 2014 2015 2016 2017 2018 Exchange Ratio Barrick / Newmont Trendline

Randgold share price performance (US$/share) Bristow as operator Kibali Begins Operating Tongon Begins Operating Gounkoto Begins Operating Loulo Begins Operating Morila Begins Operating Bristow as JV partner and geologist Source: Bloomberg, company filings Bristow delivered as explorer but faced challenges as operator $0 $20 $40 $60 $80 $100 $120 $140 $160 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Eight weeks ago, Bristow managed 5 assets in 4 countries Kibali Loulo-Gounkoto Tongon Morila Cortez Goldstrike Pueblo Viejo Turquoise Ridge Lumwana Zaldivar Donlin Veladero Porgera Jabal Sayid Hemlo Buzwagi Lagunas Norte Bulyanhulu North Mara Randgold Barrick Barrick Proposal Randgold Newmont Barrick Norte Abierto Pascua-Lama Boddington Tanami CC&V Carlin Phoenix Twin Creeks Long Canyon Ahafo Akyem Merian 37 assets 5 continents, 18 countries 24 assets 5 continents, 15 countries 5 assets 1 continent, 4 countries December 2018 January 2019 Massawa Goldrush KCGM Alturas Source: Company filings Yanacocha Kibali Loulo-Gounkoto Tongon Morila Massawa Cortez Goldstrike Pueblo Viejo Turquoise Ridge Lumwana Zaldivar Donlin Veladero Porgera Jabal Sayid Hemlo Buzwagi Lagunas Norte Bulyanhulu North Mara Norte Abierto Pascua-Lama Goldrush Alturas Kibali Loulo-Gounkoto Tongon Morila Massawa Galore

Newmont’s and Goldcorp’s strong ESG performance Newmont and Goldcorp outperform Barrick and Randgold on ESG metrics across the board Complementary values lower social risk, enhance performance and reputation Shared ESG leadership conveys competitive advantage over laggards Newmont: 95 Goldcorp: 100 Barrick: 60 Randgold: 85 Sustainalytics ESG rank CDP Climate score Newmont: A- Barrick: Declined to respond ESG Disclosure score Newmont: 66.5 Barrick: 56.2 Randgold: 43.8 Goldcorp: 59.5 Goldcorp: B Randgold: B Source: Bloomberg and CDP net 2018 results. ESG Disclosure Score based on 2017 reporting year.

Barrick shares carry significant risk for Newmont shareholders Barrick closed its acquisition of Randgold on January 2, 2019, just eight weeks ago Barrick management lacks experience managing a global mining company and integrating acquisitions Already, its 2019 guidance is below analyst expectations and no guidance exists beyond 2019 Barrick operates in high-risk jurisdictions: DRC, Ivory Coast, Tanzania, Mali, PNG, etc. Poor Environmental, Social and Governance (ESG) performance Fraser Institute Policy Perception Score of Jurisdictions in which Barrick Operates Source: Company filings, Fraser Institute 2018 Survey of Mining Companies; *Ivory Coast not included in 2018 survey, value reflects 2017 survey score. Note: Fraser Institute scores for Saudi Arabia and Senegal are not available and have thus been excluded. Policy Perception Index measures the overall policy attractiveness of surveyed mining jurisdictions 0 20 40 60 80 100 Nevada, USA Western Australia Chile Alaska, USA Ontario, Canada Peru Zambia San Juan, Argentina Dominican Republic Papua New Guinea Mali Tanzania Ivory Coast* DRC

Goldcorp transaction is superior for Newmont shareholders Goldcorp Transaction Barrick Proposal Superior transaction accretion Superior share of achievable synergies Superior stable and experienced team Superior share price performance Superior track record of delivering results Superior ESG performance Superior sustainable long-term plan Superior portfolio and risk profile Goldcorp transaction still allows for Nevada JV to capture synergies

Ahafo Akyem KCGM Boddington Tanami Carlin CC&V Long Canyon Phoenix Twin Creeks Yanacocha Merian Cerro Negro Peñasquito Éléonore Musselwhite Porcupine Red Lake Cornerstone assets expected to generate ~75% of portfolio production Pueblo Viejo Cornerstone assets Optimization potential % of combined Reserves*: ~90% in Americas and Australia * Subject to closing of Newmont Goldcorp transaction; see Endnote 7 Goldcorp assets Newmont Goldcorp has strong assets in world-class districts Source: Company Filings

Despite his recent comments, Bristow agrees Telfer, Ian [Goldcorp] From: Bristow, Mark [Randgold] Sent: May 7, 2017 To: Telfer, Ian [Goldcorp] Subject: RE: Catch-up “Dear Ian, It has been several months since I last reached out to you. I hope you are well. I would like to test your view on revisiting the conversation from last year. I believe that you and I have the opportunity to create a true leader in the gold sector. In Goldcorp, you have assembled a strong portfolio of assets located in world class districts. Only recently, Goldcorp had a market capitalization larger than Barrick or Newmont – this is a testament to the company’s assets and potential I would still like to try and catch up with you and at least have a conversation around the market and options that might be worthwhile exploring together? Regards, Mark” Note: Emphasis added.

Integration planning has identified $100M Efficiencies: $90M in procurement efficiencies $10M inventory and system optimization Synergies Supply Chain Full Potential Improvements Total Annual Improvements $100M $100M $165M $365M Newmont Goldcorp provides >$4.4B of value creation potential8 Note: Based on incremental Full Potential benefits for Goldcorp assets of $75 per ounce.9 $365 million in annual cost and efficiency improvements identified to date $15M Supply Chain $85M G&A Full Potential improvements (US$M)

The Goldcorp transaction is more accretive to Newmont shareholders Accretion to Newmont shareholders4 (%) Newmont Goldcorp offers superior value immediately (+$3.4 bn) (+$1.6 bn) Note: Accretion analysis based on consensus estimates.

Indicative attributable gold production profile (Moz) Newmont Goldcorp stable long-term production1 *Current projects include: Borden, AME, Quecher Main, Tanami Power; **Mid-term projects include: Tanami Expansion 2, Yanacocha Sulfides, Ahafo North, and Coffee. The attributable development capital represents the estimates for current and unapproved Mid-term projects from 1/1/2019 – 12/31/2025; †Does not include potential impact from divestitures or project optimization; Metal price assumptions: $1200/oz Au, $16/oz Ag, $1.05/lb Zn, $0.90/lb Pb and $2.50/lb Cu Existing assets and sustaining projects Current projects* Mid-term projects** Average annual attributable development capital of $600M† Gold Equivalent Production - 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 2019 2020 2021 2022 2023 2024 2025

Newmont Goldcorp long-term outlook All-in sustaining cost** ($/oz) +/-5% Attributable gold production* (Moz) +/-5% *Does not include impact from potential divestitures or project optimization **See endnote 11

Where is Barrick’s long term guidance? Source: S&P Global Market Intelligence; CapIQ Note: 2019 based on mid-point of Barrick guidance. Barrick plus Randgold attributable gold production profile (Mozs) Barrick and Randgold 2019 guidance 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Newmont vs Barrick: fundamentally different investment options Newmont Goldcorp’s and Barrick’s operating philosophies are dramatically different The companies’ risk profiles also have fundamental differences: Operating model risks Jurisdictional and political risks associated with key operating assets Environmental, Social and Governance (ESG) risks Investors should retain opportunity to allocate funds between distinct company models Newmont Goldcorp and Barrick can solve Nevada and preserve investor choice Nevada JV provides the best option for actually realizing significant synergies Nevada JV offers lowest execution risk through combined technical resources “I built Randgold on partnerships” -- Mark Bristow, January 29, 2019

Proposed Nevada joint venture terms Economic Terms Each party will contribute all Nevada-related assets and liabilities to the Joint Venture Newmont Goldcorp will hold an economic interest of 45% and Barrick will hold a 55% economic interest Economic split based on consensus NPVs and equal split of Barrick estimated synergies 1.5% NSR retained on properties contributed to JV, excluding current Reserves and Resources Governance Operational Management: Key JV management roles jointly appointed; JV management responsible for day-to-day operations and decision making by miners in Nevada Management Committee: Equal representation Technical Committee: Equal representation; provide expertise on technical, S&ER, exploration matters Management Committee Voting: All Management Committee decisions made by majority voting power based on economic interests, subject to certain material matters that require joint approval Benefits of a joint venture Unlocks Nevada synergies Structure enables Newmont to provide its technical input No exposure to Barrick’s risky broader asset portfolio Retains benefits of strategic combination with Goldcorp

Optimizing Nevada ore types and process plants is complex overall_0_131872061568625015 columns_1_1318720615686250154_1_131872190553532004 9_1_131872874728536881 13_84 18_84 52_84 60_84 55_84 59_84 115_84 123_84 Carlin operation Shaft Portal Portal Portal Portal Open-pit Open-pit Open-pit Open-pit Underground sources Surface sources Milling facilities Mill 5 Concentrator Mill 6 Roaster Mill 5 Concentrates ‘cold / hot’ spectrum Leaching North Area South Area CC&V Concentrates ~1Moz of gold per annum Underground Open Pit Processing ~65K ~8K ~24 4 2 3 Mill 5 Mill 6 CCV Cons UG mining zones Mining laybacks “[We] lost some of that real understanding of the orebody, and over the last couple of years it has led to surprises we didn’t truly understand what it is we’re mining.”* -- Catherine Raw, November 16, 2018 “Oh it’s so easy because when you look at it, Nevada is one orebody”** -- Mark Bristow, February 28, 2019 * Barrick Gold Corporation, Randgold Resources Ltd. – Analyst/Investor Day, Nov. 16, 2018 ** CNBC interview “Barrick Gold CEO makes the case for Newmont acquisition” Feb. 28, 2019

Randgold11: +8% The Real “Missing Billions” TSR Since December 31, 2013 (%) Source: FactSet. Market data as of February 22, 2019 Note: Newmont and Barrick values based on NYSE listings. Newmont: +65% Barrick: -22% April 21, 2014 Termination of Newmont-Barrick discussions 31-Dec-13 31-Dec-14 31-Dec-15 31-Dec-16 31-Dec-17 31-Dec-18 Sept 24, 2018 Barrick and Randgold announce combination Jan 14, 2019 Newmont and Goldcorp announce combination $12B missing TSR5 20 40 60 80 100 120 140 160 180 200 220

Newmont Goldcorp strategic combination Creating the world’s leading gold company: Strongest portfolio of operating gold mines, projects, and Reserves in favorable jurisdictions Targeting sustainable production of 6 to 7 million ounces of gold annually1 Expected to close in the second quarter 2019 Value proposition: 27% accretive to Newmont’s NAV per share and 34% accretive to 2020 cash flow per share4 $4.4 billion NPV ($365 million annual) pre-tax synergies, supply chain efficiencies and Full Potential improvements8 Can be effectively integrated utilizing Newmont’s proven and scalable operating model Industry-leading dividend and investment grade balance sheet Note: Accretion analysis based on consensus estimates.

Questions?

Newmont Goldcorp long-term outlooka a The estimates in the table below are considered “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. See cautionary statement on slide 2. In developing this outlook, Newmont management applied a number of hypothetical assumptions in respect of a number of future matters that impact outlook. For example, 2019 Outlook assumes $1,200/ozAu, $2.50/lbCu, $0.75 USD/AUD exchange rate and $65/barrel WTI. There can be no assurance that such assumptions are correct or that outlook will be achieved. A reconciliation of the 2019 and 2018 Gold AISC outlook to the 2019 and 2018 Gold CAS outlook is provided in the slides which follow. A reconciliation has not been provided for longer-term outlook in reliance on Item 10(e)(1)(i)(B) of Regulation S-K because such reconciliation is not available without unreasonable efforts. Outlook +/- 5% 2019E 2020E 2021E 2022E 2023E 2024E 2025E Attributable Production (Koz) 7,500 7,400 7,500 7,300 7,300 7,300 6,700 Consolidated CAS ($/oz) 715 720 705 690 630 630 670 Consolidated All-in Sustaining Costs ($/oz) 945 935 890 875 835 810 830 Consolidated Sustaining Capital Expenditures ($M) 1,150 1,050 800 775 900 800 600 Consolidated Development Capital Expenditures ($M) 900 900 975 1,425 675 50 50

Newmont has developed a metric that expands on GAAP measures, such as cost of goods sold, and non-GAAP measures, such as Costs applicable to sales per ounce, to provide visibility into the economics of our mining operations related to expenditures, operating performance and the ability to generate cash flow from our continuing operations. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all of the expenditures incurred to discover, develop and sustain production. Therefore, we believe that all-in sustaining costs is a non-GAAP measure that provides additional information to management, investors, and analysts that aid in the understanding of the economics of our operations and performance compared to other producers and provides investors visibility by better defining the total costs associated with production. All-in sustaining cost (“AISC”) amounts are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles, policies applied and in accounting frameworks such as in International Financial Reporting Standards (“IFRS”), or by reflecting the benefit from selling non-gold metals as a reduction to AISC. Differences may also arise related to definitional differences of sustaining versus development (i.e. non-sustaining) capital activities based upon each company’s internal policies. The Company recently revised its calculation of AISC to exclude development expenditures related to developing new or major projects at existing operations where these projects will materially benefit the operation included in Advanced projects, research and development and Exploration amounts presented in the Consolidated Statements of Operations. The following disclosure provides information regarding the adjustments made in determining the all-in sustaining costs measure: Costs applicable to sales. Includes all direct and indirect costs related to current production incurred to execute the current mine plan. We exclude certain exceptional or unusual amounts from Costs applicable to sales (CAS), such as significant revisions to recovery amounts. CAS includes by-product credits from certain metals obtained during the process of extracting and processing the primary ore-body. CAS is accounted for on an accrual basis and excludes Depreciation and amortization and Reclamation and remediation, which is consistent with our presentation of CAS on the Consolidated Statements of Operations. In determining AISC, only the CAS associated with producing and selling an ounce of gold is included in the measure. Therefore, the amount of gold CAS included in AISC is derived from the CAS presented in the Company’s Consolidated Statements of Operations less the amount of CAS attributable to the production of copper at our Phoenix and Boddington mines. The copper CAS at those mine sites is disclosed in Note 3 to the Consolidated Financial Statements. The allocation of CAS between gold and copper at the Phoenix and Boddington mines is based upon the relative sales value of gold and copper produced during the period. Reclamation costs. Includes accretion expense related to Reclamation liabilities and the amortization of the related Asset Retirement Cost (ARC) for the Company’s operating properties. Accretion related to the Reclamation liabilities and the amortization of the ARC assets for reclamation does not reflect annual cash outflows but are calculated in accordance with GAAP. The accretion and amortization reflect the periodic costs of reclamation associated with current production and are therefore included in the measure. The allocation of these costs to gold and copper is determined using the same allocation used in the allocation of CAS between gold and copper at the Phoenix and Boddington mines. Advanced projects, research and development and exploration. Includes incurred expenses related to projects that are designed to sustain current production and exploration. We note that as current resources are depleted, exploration and advanced projects are necessary for us to replace the depleting reserves or enhance the recovery and processing of the current reserves to sustain production at existing operations. As these costs relate to sustaining our production and are considered a continuing cost of a mining company, these costs are included in the AISC measure. These costs are derived from the Advanced projects, research and development and Exploration amounts presented in the Consolidated Statements of Operations less incurred expenses related to the development of new operations, or related to major projects at existing operations where these projects will materially benefit the operation in the future. The allocation of these costs to gold and copper is determined using the same allocation used in the allocation of CAS between gold and copper at the Phoenix and Boddington mines. General and administrative. Includes costs related to administrative tasks not directly related to current production, but rather related to support our corporate structure and fulfill our obligations to operate as a public company. Including these expenses in the AISC metric provides visibility of the impact that general and administrative activities have on current operations and profitability on a per ounce basis. Other expense, net. We exclude certain exceptional or unusual expenses from Other expense, net, such as restructuring, as these are not indicative to sustaining our current operations. Furthermore, this adjustment to Other expense, net is also consistent with the nature of the adjustments made to Net income (loss) attributable to Newmont stockholders as disclosed in the Company’s non-GAAP financial measure Adjusted net income (loss). The allocation of these costs to gold and copper is determined using the same allocation used in the allocation of CAS between gold and copper at the Phoenix and Boddington mines. Treatment and refining costs. Includes costs paid to smelters for treatment and refining of our concentrates to produce the salable metal. These costs are presented net as a reduction of Sales on our Consolidated Statements of Operations. Sustaining capital. We determined sustaining capital as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations, or related to major projects at existing operations where these projects will materially benefit the operation, are generally considered non-sustaining or development capital. We determined the classification of sustaining and development (i.e. non-sustaining) capital projects based on a systematic review of our project portfolio in light of the nature of each project. Sustaining capital costs are relevant to the AISC metric as these are needed to maintain the Company’s current operations and provide improved transparency related to our ability to finance these expenditures from current operations. The allocation of these costs to gold and copper is determined using the same allocation used in the allocation of CAS between gold and copper at the Phoenix and Boddington mines. All-in sustaining costs

All-in sustaining costs – 2019 outlook Excludes Depreciation and amortization and Reclamation and remediation. Includes stockpile and leach pad inventory adjustments. Reclamation costs include operating accretion and amortization of asset retirement costs. Advanced Project and Exploration excludes non-sustaining advanced projects and exploration. Includes stock based compensation Excludes development capital expenditures, capitalized interest and change in accrued capital. The reconciliation is provided for illustrative purposes in order to better describe management’s estimates of the components of the calculation. Estimates for each component of the forward-looking All-in sustaining costs per ounce are independently calculated and, as a result, the total All-in sustaining costs and the All-in sustaining costs per ounce may not sum to the component ranges. While a reconciliation to the most directly comparable GAAP measure has been provided for 2018 AISC Gold Outlook on a consolidated basis, a reconciliation has not been provided on an individual site or project basis in reliance on Item 10(e)(1)(i)(B) of Regulation S-K because such reconciliation is not available without unreasonable efforts. Reflects revised AISC definition. All values are presented on a consolidated basis for combined Newmont Goldcorp. Consolidated production for Yanacocha and Merian is presented on a total production basis for the mine site and excludes production from Pueblo Viejo Reflects full 12 months of 2019 for production and costs A reconciliation of 2019 Gold AISC outlook to the 2019 Gold CAS outlook is provided below. Outlook, including the estimates in the tables below, are considered “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. 2019 Proforma Outlook - Gold 7,9 Outlook Estimate 11 Cost Applicable to Sales 1,2 5,300 $ Reclamation Costs 3 165 Advanced Project and Exploration 4 190 General and Adminstrative 5 350 Other Expense 35 Treatment and Refining Costs 75 Sustaining Capital 6 920 All-in Sustaining Costs 8 7,050 $ Ounces (000) Sold 10 7,450 All-in Sustaining Costs per Oz 8 945 $

All-in sustaining costs – 2020 outlook Excludes Depreciation and amortization and Reclamation and remediation. Includes stockpile and leach pad inventory adjustments. Reclamation costs include operating accretion and amortization of asset retirement costs. Advanced Project and Exploration excludes non-sustaining advanced projects and exploration. Includes stock based compensation Excludes development capital expenditures, capitalized interest and change in accrued capital. The reconciliation is provided for illustrative purposes in order to better describe management’s estimates of the components of the calculation. Estimates for each component of the forward-looking All-in sustaining costs per ounce are independently calculated and, as a result, the total All-in sustaining costs and the All-in sustaining costs per ounce may not sum to the component ranges. While a reconciliation to the most directly comparable GAAP measure has been provided for 2018 AISC Gold Outlook on a consolidated basis, a reconciliation has not been provided on an individual site or project basis in reliance on Item 10(e)(1)(i)(B) of Regulation S-K because such reconciliation is not available without unreasonable efforts. Reflects revised AISC definition. All values are presented on a consolidated basis for combined Newmont Goldcorp. Consolidated production for Yanacocha and Merian is presented on a total production basis for the mine site and excludes production from Pueblo Viejo A reconciliation of 2020 Gold AISC outlook to the 2020 Gold CAS outlook is provided below. Outlook, including the estimates in the tables below, are considered “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. 2020 Outlook - Gold 7,9 Outlook Estimate Cost Applicable to Sales 1,2 5,300 $ Reclamation Costs 3 140 Advanced Project and Exploration 4 175 General and Adminstrative 5 300 Other Expense 25 Treatment and Refining Costs 95 Sustaining Capital 6 900 All-in Sustaining Costs 8 6,950 $ Ounces (000) Sold 10 7,400 All-in Sustaining Costs per Oz 8 935 $

Endnotes Investors are encouraged to read the information contained in this presentation in conjunction with the following notes, the Cautionary Statement on slide 2 and the factors described under the “Risk Factors” section of the Company’s Form 10-K, filed with the SEC on February 21, 2019 and disclosure in the Company’s other recent SEC filings. Caution Regarding Projections: Projections used in this presentation 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, net asset value (NAV), net present value (NPV) creation, synergies, expected future production, Internal rate of return, 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. Represents the aggregate difference between total NAV accretion from the Newmont Goldcorp and Newmont Barrick combinations, including synergies, supply chain efficiencies and Full Potential improvements. Percentage difference in illustrative NAVPS and CFPS accretion between Newmont Goldcorp and Newmont Barrick combinations. Newmont Goldcorp NAVPS accretion reflects street consensus estimate of standalone NAVPS, NPV (see endnote 8), assumed transaction costs and cash consideration of $0.02 / share payable to Goldcorp shareholders. Newmont Goldcorp 2020 CFPS accretion reflects street consensus forecast of standalone CFPS and $365M in annual pre-tax synergies and other cost savings and improvements. Newmont Barrick synergy estimates based on Barrick’s “Capturing the Missing Billions” presentation released on February 25, 2019. Newmont Barrick NAVPS accretion reflects street consensus estimate of standalone NAVPS, NPV of synergies ($7.1B pre-tax), $650M break fee payable to Goldcorp and assumed transaction costs. Newmont Barrick 2020 CFPS accretion reflects street consensus forecast of standalone CFPS and $750M in annual pre-tax synergies and other cost savings and improvements. Reflects difference in shareholder value created between Newmont and Barrick since December 31, 2013. Shareholder value created is defined as market cap as at December 31, 2013 multiplied by total shareholder return between December 31, 2013 and February 22, 2019. Total shareholder return includes dividends and share repurchases. Assumes proceeds from dividends and share repurchases are reinvested upon payment. Cumulative compensation includes salary, share-based awards, option-based awards, annual incentive plans, long-term incentive plans, pension value, and all other compensation between 2012 and 2018. 2018 compensation estimated based on 2017 actual compensation. U.S. investors are reminded that reserves were prepared in compliance with Industry Guide 7 published by the SEC. Whereas, the term resource, measured resource, indicated resources and inferred resources are not SEC recognized terms. Newmont has determined that such resources would be substantively the same as those prepared using the Guidelines established by the Society of Mining, Metallurgy and Exploration and defined as Mineral Resource. Estimates of resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the inferred resource exists, or is economically or legally mineable. Inventory and upside potential have a greater amount of uncertainty. Investors are cautioned that drill results illustrated in certain graphics in this presentation are not necessarily indicative of future results or future production. Even if significant mineralization is discovered and converted to reserves, during the time necessary to ultimately move such mineralization to production the economic and legal feasibility of production may change. As such, investors are cautioned against relying upon those estimates. For more information regarding the Company’s reserves, see the Company’s Annual Report filed with the SEC on February 21, 2019 for the Proven and Probable reserve tables prepared in compliance with the SEC’s Industry Guide 7, which is available at www.sec.gov or on the Company’s website. Investors are further reminded that the reserve and resource estimates used in this presentation are estimates as of December 31, 2018. In connection combined post-closing Newmont Goldcorp reserve percentages referenced on slide 7, reserves percentages represent gold reserves only. Newmont’s reserves were prepared in compliance with Industry Guide 7 published by the United States SEC. The Goldcorp reserve figures are sourced from Goldcorp’s public information. Goldcorp’s reserves were prepared in accordance with the Canadian National Instrument 43-101 (“NI 43-101”) pursuant to the requirements of the Canadian securities laws, which differ from the requirements of United States securities laws. The definitions used in NI 43-101 are incorporated by reference from the CIM Definition Standards adopted by CIM Council on May 10, 2014 (the "CIM Definition Standards"). U.S. reporting requirements are governed by the SEC Industry Guide 7, as followed by Newmont. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms "Mineral Reserve", "Proven Mineral Reserve" and "Probable Mineral Reserve" are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a "final" or "bankable" feasibility study is typically required to report reserves or cash flow analysis to designate reserves. Further, under Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Newmont has not been involved in the preparation of Goldcorp’s reserve or resource estimates. Accordingly, Newmont assumes no responsibility for such estimates. As such, Goldcorp reserve estimates will remain subject to review and adjustment following closing in accordance with Newmont and SEC standards. No assurances can be made that all Goldcorp reserves will be recognized as Newmont reserves.

Endnotes (cont’d) Investors are encouraged to read the information contained in this presentation in conjunction with the following notes, the Cautionary Statement on slide 2 and the factors described under the “Risk Factors” section of the Company’s Form 10-K, filed with the SEC on February 21, 2019 and disclosure in the Company’s other recent SEC filings. Value creation potential (or NPV creation) as used in this presentation is a management estimate provided for illustrative purposes, and should not be considered a GAAP or non-GAAP financial measure. Value creation potential 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 value creation potential is a “forward-looking statement” subject to risks, uncertainties and other factors which could cause actual value creation to differ from expected value creation. Full Potential cost savings or improvements as used in this presentation are considered operating measures provided for illustrative purposes, and should not be considered GAAP or non-GAAP financial measures. Full Potential amounts are estimates utilized by management that represent estimated cumulative incremental value realized as a result of Full Potential projects implemented and are based upon both cost savings and efficiencies that have been monetized for purposes of the estimation. Because Full Potential savings/improvements estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in the absence of the Full Potential program, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Expected Full Potential cost savings or improvements are projections are “forward-looking statements” subject to risks, uncertainties and other factors which could cause actual results to differ from current expectations. Randgold total shareholder return until Barrick and Randgold combination announced in September 2018. AISC is a non-GAAP financial measure. AISC as used by Newmont is defined as the sum of cost applicable to sales (including all direct and indirect costs related to current gold production incurred to execute on the current mine plan), remediation costs (including operating accretion and amortization of asset retirement costs), G&A, exploration expense, advanced projects and R&D, treatment and refining costs, other expense, net of one-time adjustments and sustaining capital. For a reconciliation of Newmont’s AISC to the nearest GAAP metric (CAS), see slides 27-28.

 

Exhibit 99.4 
Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 M&A Update Call Company Participants • Gary J Goldberg, 'Chief Executive Officer' • Tom Palmer, 'President and Chief Operating Officer' Other Participants • • • • • • • Matthew Murphy John Bridges Fahad Tariq Josh Wolfson Brian MacArthur Carey MacRury Chris Terry Presentation Operator Good morning, and welcome to the Newmont Goldcorp Transaction Update.(Operator Instructions) After today's presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Gary Goldberg, Chief Executive Officer. Please go ahead. Gary J Goldberg, 'Chief Executive Officer' Good morning, and thank you for joining us. As you saw this morning, our Board of Directors has unanimously determined that Barrick's unsolicited, hostile all-stock proposal to acquire Newmont is not in the best interests of Newmont's shareholders. Before I start, I'll ask you to review the cautionary statement shown here on slide 2, and refer you to our SEC filings, which can be found on our website at, newmont.com. And on slide 3, you'll find additional information on the proposed transaction. Turning to slide 4, we have summarized some of the factors that informed our Board's unanimous determination that Barrick's proposal is not in the best interest of Newmont shareholders, and that it is inferior to the Goldcorp transaction. The thorough review process our Board undertook with outside advisors, as only reaffirmed our conclusion that our combination with Goldcorp represents the best opportunity to create value for Newmont shareholders. Our analysis demonstrated that the transaction is a superior value creation opportunity for all Newmont shareholders, on all relevant metrics, and that's before taking into account the significant risks associated with Barrick's proposal. The Goldcorp transaction delivers nearly twice the accretion to Newmont's net asset value per share, compared to Barrick's proposal, even when factoring in Barrick's unsubstantiated synergy assumptions. 100% of the potential value creation from Barrick's proposal relies on delivering synergies from a new management team that lacks global operating experience and is only two months into its own transformational integration efforts. We Believe Barrick's proposed share consideration and a portfolio filled with assets in unfavorable jurisdictions, carry significant risks. And as you may have seen in our press release this morning, we have proposed a clear joint venture framework for our Page 1 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Nevada related operations with Barrick. To be clear, the Goldcorp transaction and Nevada JV with Barrick are not (SIC) mutually exclusive. Newmont shareholders can benefit from both. Later in the presentation, Tom will discuss the joint venture in greater detail, but first I'd like to describe the reasons behind the Board's determination that Barrick's proposal is inferior. Turning to slide 5. Barrick's egocentric proposal is designed to transfer value from Newmont shareholders to Barrick. Barrick is approaching a clear production decline and needs Newmont's mines and processing facilities. They have yet to provide guidance beyond 2019 and the best the market has, is analysts' estimates projecting their production declining by 12% from 2018 to 2023. Barrick has described their proposal as an unprecedented value creation opportunity, yet it is inferior to the Newmont Goldcorp transaction. Barrick also has a poor M&A track record. We do not believe their operating model is capable of successfully realizing the value of global M&A, particularly when Barrick is still in the very early days of integrating their own transformational transaction. Barrick's motivation is to be the biggest, and deprive Newmont shareholders of the benefits of the Goldcorp transaction. And while Barrick is going through a time of great change, one of the major factors that hindered Barrick's ability to create value in the past remains the same. Turning to slide 6. John Thornton, is still firmly in control of Barrick. There have been numerous missteps in the exchange ratio chart on the slide speaks for itself to the value destruction overseen by Mr.Thornton. Although Barrick's transaction with Randgold resulted in new management, we have no reason to think that investors should have any more confidence in Barrick's ability to effectively operate a global portfolio. Turning to slide 7. There is no doubt that Mark has been successful as an explorer and a geologist. He entered into a number of great joint ventures that created value for Randgold shareholders. However, the numbers do not lie. As an operator, he has not created shareholder value, and he has yet to prove that he can successfully manage or integrate a global portfolio. Turning to slide 8. We believe that Barrick is attempting to bite off substantially more than they can chew. Barrick's new management has no experience integrating acquisitions. Additionally, prior to assuming his new role at Barrick just two months ago, Mark managed only five assets on one continent. He has never managed a global portfolio like Barrick's, with 24 assets in 15 countries across five continents, let alone the scale or complexity contemplated by Barrick's proposal to total of 37 assets on five continents. Barrick's poor ESG performance is also another risk to value creation. Turning to slide 9. In our industry, ESG performance is an increasingly important element of creating value for our shareholders, attracting investment and maintaining social license with communities. Barrick's ESG performance underperforms with a 60 rating on Sustainalytics. At Newmont, ESG performance is important to us and we're proud of our track record in this regard. We've been named the fourth most transparent company in all of the S&P 500 and we have a 95 sustainalytic score. Newmont has also been the recognized ESG leader in the Metals and Mining sector by the Dow Jones Sustainability World Index for an unprecedented fourth consecutive years. We integrate sustainability into all aspects of our business, because it's the right thing to do for our shareholders and other stakeholders. And like Barrick's proposal, their ESG performance carry significant risks for Newmont shareholders. Turning to slide 10. In addition to the risks I've previously mentioned, Barrick's portfolio includes numerous unfavorable jurisdictions with several ongoing and significant operational and sustainability problems. Barrick's proposal would expose Newmont shareholders to some of the most high-risk jurisdictions in the gold mining industry including the DRC , Tanzania, Mali, and Papua New Guinea, among others. And as we have detailed, Barrick's management team lacks experience integrating and managing a global portfolio. To put it simply, the Goldcorp transaction is superior for Newmont shareholders on all relevant metrics. Turning to slide 11. Newmont Goldcorp offer shareholders superior accretion, share of achievable synergies, a stable and experienced team, share price performance, a track record of delivering results, ESG performance, a long-term Page 2 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 plan, and a superior portfolio and risk profile. The Goldcorp transaction still allows Newmont and Barrick shareholders to capture the synergies in Nevada through the joint venture we have proposed, while avoiding the significant risks of a hostile takeover attempt. Turning to slide 12. Over the last six years, Newmont has executed on our strategy to position our business for long-term success. With a world-class portfolio of assets, the Goldcorp transaction advances that strategy. Goldcorp has a strong portfolio of world-class assets and world-class jurisdictions, and it appears that Mark agrees. Turning to slide 13. In this email from Mark Bristow to Ian Telfer in May 2017, Mark writes , 'in Goldcorp, you have assembled a strong portfolio of assets located in world class districts'. And he goes on to say, 'this is a testament to the company's assets and potential'. I'll now turn it over on slide 14 to Tom Palmer, to walk through additional details regarding the superior Newmont Goldcorp combination. Tom Palmer, 'President and Chief Operating Officer' Thanks, Gary. As you know, we take a very disciplined approach to the financial targets we put out. When we announced the Goldcorp transaction, we outlined the initial process that we had undertaken to identify $100 million per annum in synergies. This estimate was to be largely achieved through G&A, and did not factor in savings and efficiencies from implementation of our full potential program or all of the benefits of integrating the supply chain of Newmont and Goldcorp. Since announcing the transaction, we have completed a lot of integration planning. This has allowed us to provide even greater clarity around the value we expect to deliver. On top of the initial $100 million, we have identified a further $100 million per annum in supply chain improvements, made up of $90 million in procurement efficiencies and $10 million of inventory and system optimization. As we've shared previously, there is an additional $165 million per annum in value by applying our proven, full potential program to the Goldcorp assets. To put it all together, Newmont Goldcorp has to-date identified a total of $365 million per annum in savings and efficiencies, representing value creation potential of over $4.4 billion using the same timeframe and discount rates applied by Barrick in their estimates. And importantly, the Goldcorp transaction is more accretive to Newmont shareholders. Turning to slide 15, the Goldcorp transaction generates nearly twice the accretion to Newmont's net asset value per share and 2020 cash flow per share even if you give Barrick full credit for their unilateral synergy estimates. The Goldcorp transaction is much more accretive to Newmont shareholders and does not depend on achieving synergies from a management team that lacks global operating and transaction integration experience. In order to provide shareholders with additional information about the value we see in this combination, we are announcing our long-term outlook for Newmont Goldcorp. Turning to slide 16. Here's a look at our combined Newmont Goldcorp production profile for the next seven years through to 2025. We expect to have stable, long-term gold production of around 7 million to 8 million attributable ounces per year, before asset divestments and a detailed look at project optimization and resequencing. The orange dotted line shown here is the estimated gold equivalent ounce production from copper, silver, zinc, and lead, which will deliver an additional $1.5 billion in revenue per year. This profile includes production from our combined existing operations as well as the current and midterm projects. The current projects include Borden, Quecher Main, and the Ahafo mill expansion, and the green layer shows production from midterm projects, which include Tanami expansion 2, Yanacocha Sulfides, Ahafo North, and Coffee. Our average annual attributable development capital to support the current and midterm projects will be approximately $600 million per year. Overall, Newmont Goldcorp's stable asset base and robust project pipeline represents a distinct competitive advantage. Turning to slide 17. We are well positioned for the long-term. As you can see over the next seven years, we anticipate producing 7 million to 8 million attributable ounces of gold annually. All in sustaining costs also steadily improved Page 3 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 from $945 an ounce in 2019, to $830 an ounce in 2025, and adding again that these figures do not include the impact of potential divestitures and additional project optimization and resequencing. We think a fair question for investors to ask Barrick, is where is their long-term guidance? Turning to slide 18. Both Barrick and Randgold were experiencing declining production leading up to their transaction and their 2019 guidance disappointed the market. Turning to slide 19. Barrick is trying to tell you that "bigger is better". We simply don't agree and believe that competition is good for both the industry and for investors. Our companies' risk profiles are distinctly different, as are our operating models, as well as our jurisdictional and political risks, and our approaches to governance and ESG However, we can still realize the vast majority of the synergies Barrick's proposal --of Barrick's proposal through a JV of Newmont and Barrick's Nevada related operations, working together to deliver that value potential. We simply do not agree that a whole company transaction is in the best interest of Newmont shareholders. However, we recognize that substantial benefits can and should be realized for both Newmont and Barrick shareholders through the Nevada JV There is no reason we shouldn't be able to find a solution that unlocks the value of our respective Nevada operations for both sets of shareholders. Mark Bristow built Randgold on partnerships. 100% of Randgold assets were JV's. Today, two thirds of Barrick Randgold assets are joint ventures. In fact, we have two of them with Barrick. And contrary to recent comments from Barrick's representatives, we have long been open to working constructively with Barrick to achieve potential synergies in Nevada. In fact, we're actually doing work together on the ground today in Western Nevada. We were hopeful that with new management of Barrick, we would have a willing partner to sit down with and come to terms on an agreement. In that regard, we have submitted a term sheet to Barrick today for a JV of our Nevada-based operations and made that term sheet available publicly. Turning to slide 20. The proposed JV is modeled on similar terms to other successful joint ventures including ones that Barrick has with Newmont and Goldcorp. The full terms are available on our website, but to summarize, each priority will contribute all Nevada related assets and liabilities to the joint venture. Newmont would hold an economic interest of 45% and Barrick 55%. This economic split is based on consensus NPVs and an equal split of Barrick's estimated synergies. Governance would include a management committee and technical committee with equal representation, enabling Newmont to provide input and leverage our technical expertise, which is critical to maximizing the benefits of the JV Operational management roles would be jointly agreed upon and they would be responsible for day-to-day operations and decision-making. We currently have two joint ventures with Barrick, one at KCGM and the second at Turquoise Ridge. Having had accountability for KCGM for the past five years and our Nevada operations for the past three years as part of my global portfolio, I know both of these JVs and how well our teams work together on the ground. With this experience, I am very confident that if we allow our operating teams in Nevada to come together with an appropriate level of oversight from the parent companies, that they will work constructively to unlock the synergy value on behalf of our shareholders. This can be done without being exposed to the significant risks of Barrick's proposal. Turning the slide 21. Contrary to what others will tell you, Carlin is a highly complex ore body where geochemistry is more important than gold grade. Consequently, it will take technical expertise and know-how to fully realize potential synergies. When you look at the combination of open pits, underground mines, and processing plants, achieving these synergies is not as simple as tearing down a fence. To confirm, we're ready to sit down with Barrick and quickly finalize an agreement to start realizing the benefits for our shareholders. And the Goldcorp transaction and Nevada JV with Barrick are not (SIC) mutually exclusive. Newmont shareholders can benefit from both. With that, I'll turn it back to Gary on slide 22. Gary J Goldberg, 'Chief Executive Officer' Page 4 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Thanks Tom. I'll wrap up by identifying the real missing billions, well $1 billion of value. That is the value that Newmont's proven operating model has outperformed Barrick by following the termination of merger discussions. Since January 2014, Newmont has delivered shareholder returns of 65% compared with Barrick's negative 22% over that same period and Randgold, 8%. At Newmont, we have effectively managed our global operations and through operating discipline, we have delivered for our shareholders. Barrick, simply has not. The chart demonstrates this with just a few lines, and in contrast to the significant risks we have detailed of the Barrick approach, the Goldcorp transaction represents a world-class opportunity for Newmont shareholders. And finally, Turning to slide 23. The transaction with Goldcorp creates the strongest portfolio of operating gold mines, projects, and reserves, in favorable jurisdictions. We'll target sustainable long-term production of 6 million to 7 million ounces of gold annually, and we'll deliver stable free cash flow from this steady production, as well as improving costs over a decade-long time horizon. The Goldcorp transaction, which is expected to close in the second quarter, is immediately and significantly accretive. We have identified 4.4 billion of synergies and full potential improvements. Newmont's proven and scalable operating model provides a clear path to delivering these benefits and achieving a successful integration, and will have an industry-leading dividend and an investment-grade balance sheet. We are confident that the Goldcorp transaction represents the best opportunity to create value for Newmont shareholders and we look forward to realizing the significant benefits of the combination. With that, we'll open the line for questions. (Question And Answer) Operator (Operator Instructions) (Operator Instructions) And our first question comes from Matthew Murphy of Barclays. Please go ahead. Matthew Murphy Morning. Wondering if you can provide any color on your thoughts on some of the concerns Barrick has raised about a JV structure, I mean duplicate administration et cetera, how you think you can avoid that under your proposal? Gary J Goldberg, 'Chief Executive Officer' I think, thanks Matthew. I think the key for us is we pattern this proposal across what we've seen and experienced and been involved in terms of successful joint ventures. We put the best of both teams working together to create the best value for both companies at the end of the day. Tom Palmer, 'President and Chief Operating Officer' Matt, Tom Palmer here. We also look at our experience working with Barrick in both the Turquoise Ridge and KCGM, and just see the value of the best operating people coming together and delivering value for both sets of shareholders. The other value that we bring is, as I talked about in one of my slides, it is incredibly complex in Nevada. You need really-really capable mining, processing, and asset management folks. Attracting and retaining those folks and keeping them in places like Elko can be difficult. Page 5 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 The access to our technical team and the advice and experience that they can bring to ensure the value comes out of Nevada, is a critical element of this JV proposal. Gary J Goldberg, 'Chief Executive Officer' And to be crystal clear, we can do both of these things. We can deliver the value from the Goldcorp transaction and we can work with Barrick to deliver the value from the synergy potential in Nevada. Matthew Murphy Okay and just on the valuations, I mean interested in your thoughts on using consensus NPVs and I mean, let's imagine a scenario where Barrick says, we're not interested in the JV but we would talk about an acquisition of Nevada. I mean how you look at these consensus NPVs? Gary J Goldberg, 'Chief Executive Officer' Matthew, frankly, since we've never been able to sit down and have a decent discussion around valuations and understand each other's assets, the best thing we had available was consensus NAV to go off of and that's what we've used. Matthew Murphy Okay. Thank you. Gary J Goldberg, 'Chief Executive Officer' Thanks. Operator Our next question comes from John Bridges of JPMorgan. Please go ahead. John Bridges Hi, good morning Gary and Tom. Sorry about the sound quality. I am out in the office. Like the JV idea. I'm just wondering if you can talk a little bit about the apples-to-apples comparison on the synergies, very different methodologies there which led to different numbers, which --just wondered if you had time over the weekend to sort of come to some sort of conclusion as to what an apples-to-apples comparison was? Thank you. Gary J Goldberg, 'Chief Executive Officer' Yeah. John at the end of the day, we looked at things from our standpoint as we know them. We've not been able to sit down to be able to analyze what they've put together because they've not been willing to sit down with us. I think that's really Page 6 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 the logical next step to be able to work out an apples-to-apples comparison. John Bridges Okay. Thanks, Gary. Operator Our next question comes from Fahad Tariq of Credit Suisse. Please go ahead. Gary J Goldberg, 'Chief Executive Officer' Fahad? Fahad, are you there? Fahad Tariq Yep. Can you hear me? Gary J Goldberg, 'Chief Executive Officer' Now we do. Go ahead. Fahad Tariq Sorry about --sorry about that. Thanks for taking my question. On slide 21, you highlight maybe some challenges and optimizing Nevada. What is the confidence level on the $4.7 billion synergy estimate that Barrick has put out and is that a number that you're comfortable with? I know it's feeding into the valuation, and secondly, the time frame for that, the cadence of the synergy they've outlined quite clearly in the presentation, any color on the confidence around some of those numbers would be helpful. Thanks. Tom Palmer, 'President and Chief Operating Officer' Tom here, I'd provide the same answer as Gary gave to John, which is we really need to sit down across the table and talk through those synergy numbers. What I would say is that significant amount of the synergy is kind of come from recovery and grade. And to extract the gold from the ore in Nevada is complex, and you need to have your best technical people involved. And there's significant execution risk if you don't understand that issue and ensure you've got the best technical people involved. We have within Newmont, people who have 30 plus years of experience operating those mines and processing plants and they will be key to unlocking the potential value from a combined set of mines and processing plants. Fahad Tariq Page 7 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 That's helpful. And just a quick housekeeping. On slide 25, you've provided the outlook for Newmont Goldcorp combined, which I believe for the CapEx is slightly different than the proxy or different than the proxy. I just want to confirm, so from a modeling perspective, it should be that we look at this not the proxy, is that right? Gary J Goldberg, 'Chief Executive Officer' That's exactly right, Fahad. Fahad Tariq Okay. Thanks. Gary J Goldberg, 'Chief Executive Officer' Use this guidance for modeling. Fahad Tariq Thank you. Operator Our next question comes from Josh Wolfson of Desjardins. Please go ahead. Josh Wolfson Thank you. A couple of questions. So first off for the assets that would be within the proposed joint venture and I guess incorporated within that 55/45 split. Does that include your assets, Phoenix, Long Canyon and Cripple Creek? Tom Palmer, 'President and Chief Operating Officer' Tom here. Yes, it does and Cripple Creek and Victor and it's concentrate, and the heat value of its sulfur is an essential element of extracting the full value out of Nevada. Josh Wolfson Okay. Gary J Goldberg, 'Chief Executive Officer' As well as Long Canyon, Josh. You didn't mention Long Canyon. Josh Wolfson Page 8 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Okay. And then second and it might be a bit early, but have the two groups or yourselves looked into what the anti-competition or regulatory risks would be with this proposal, I guess especially with the labor risks there and the United Nation risks as well? Gary J Goldberg, 'Chief Executive Officer' Those are all things we need to sit down and address. Though in situations that I've been involved in and putting together operations and joint ventures, whether it's in coal fields in Australia or the US., those have not been issues. Josh Wolfson Okay. And then lastly, I think there was a discussion of capital spending or projected capital spending of roughly $600 million over the forecast period of 2019 to 2025. 2025. That seems a bit lower I think than what was previously stated. Is it safe to assume that the capital spending would be higher earlier over the period that's been provided? Gary J Goldberg, 'Chief Executive Officer' No, this is attributable capital, to be clear, and as we continue to work through, we've provided some project smoothing in here and resequencing that's allowed us to take that number down a bit from what we've been talking about. Tom Palmer, 'President and Chief Operating Officer' The number you're seeing there also Josh, is just the development capital. Josh Wolfson Okay. That's all my questions. Thank you very much. Gary J Goldberg, 'Chief Executive Officer' Thank you. Operator (Operator Instructions). And our next question will come from Brian MacArthur of Raymond James. Please go ahead. Brian MacArthur Hi, good morning. I'm just curious, I thought the royalty was interesting thing to thrown into the mix. Is that --is there anything magical? That 1.5%, I assume it's all negotiable. And the second part, you talk about reserves and resources. Is that over inferred resources or you mean things are done at different prices or whatever? How do you conceptually think of that? Page 9 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Gary J Goldberg, 'Chief Executive Officer' Yeah, the simple answer to that Brian, we both have our published mineral reserves and resources in Nevada, in the Nevada related properties. Anything beyond that, the idea is to use the royalty to address in case there's additional reserves or resources found in other areas that ultimately get processed so that each of us gets proper credit for what we contribute to the joint venture. Brian MacArthur Great. Thank you. Operator Our next question comes from Carey MacRury of Canaccord Genuity. Carey MacRury Hi, good morning. Just a question on the costs on slide 25, the pro forma longer term outlook. Goldcorp does their costs on a by-product basis. Are we to assume that those are done the same way that each company does it today or is this under US GAAP and sort of restated? Gary J Goldberg, 'Chief Executive Officer' Yeah, what we've done is put it in the form that we would report so it's co-product basis for those that are large contributors. For smaller amounts like silver, like we already do with our existing cost estimates at Newmont, it would be by-product basis. Carey MacRury So there's others no by-product credit for the zinc out of Penasquito? Gary J Goldberg, 'Chief Executive Officer' Correct, this is co-product accounted for here, yes. Tom Palmer, 'President and Chief Operating Officer' This is in the Newmont reporting format. Carey MacRury Okay. And then secondly, with the Nevada split 55-45 you're effectively giving up operational control in Nevada and given your history of running some of these facilities, do you see there any risks around that? Page 10 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Tom Palmer, 'President and Chief Operating Officer' What we've proposed in the JV is equal representation on the management committee and the technical committee and then we appoint an operating group that run the business. So we bring our management expertise and our technical expertise and our environmental expertise, and our safety expertise to the table. So it's a equal representation on those key committees. Carey MacRury But ultimately is the voting power 55-45? Gary J Goldberg, 'Chief Executive Officer' Yes, that's--Tom Palmer, 'President and Chief Operating Officer' Yes, that's right. Carey MacRury Okay. All right. Great. Thank you. Operator (Operator Instructions). And our next question will come from Chris Terry of Deutsche Bank. Please go ahead. Chris Terry Hi, Gary. Hi, Tom. Just the slide 16, just looking at the production profile that you have overall talking about the seven to eight sort of range and then squaring that with the six to seven. Just to be clear ones with --the only difference there is that you still would plan divestments under the Goldcorp, Newmont transaction, is that correct? Gary J Goldberg, 'Chief Executive Officer' Correct. We've not gone through and optimized either the projects or gone through and made any adjustments for any potential divestments. Tom Palmer, 'President and Chief Operating Officer' And Chris, we talked about getting into that 6 million to 7 million zone over the long run. So as we look to do that project optimization resequencing over the long run, so along the time period then the seven-year outlook, you can expect us to be in that 6 million to 7 million ounce range. Page 11 of 12

Company Name: Newmont Company Ticker: NEM US Date: 2019-03-04 Event Description: M&A Update Call Market Cap: 18,076.14 Current PX: 33.935 YTD Change($): -.715 YTD Change(%): -2.063 Bloomberg Estimates - EPS Current Quarter: 0.257 Current Year: 1.193 Bloomberg Estimates - Sales Current Quarter: 1823.500 Current Year: 7891.909 Chris Terry Okay, thanks. That's helpful, and then just on coming back to the Nevada JV, the 45/55 split, and the way that you've structured it, are you flexible, presumably if Barrick come back and want to negotiate that, are you flexible on the terms and how that all comes through or is that you've sort of first and final offer on how we think about it. And the other part to the question is, do you look at Nevada as an all or nothing deal? Or does it have to include every piece? Or could you do a partial deal depending on how Barrick come back? Gary J Goldberg, 'Chief Executive Officer' No. I think, Chris it's all open. We need to really sit down, as I've been saying sit down with them to discuss the details in terms of all or nothing. We have a great joint venture in Western Nevada already at Turquoise Ridge. That's working well. This is really in regards to taking a bigger look at the rest of Nevada and what might be possible. Chris Terry Okay. Thanks Guys. Gary J Goldberg, 'Chief Executive Officer' Thanks, Chris. Operator This concludes our question-and-answer session. I would like to turn the conference back over to Gary Goldberg for closing remarks. Gary J Goldberg, 'Chief Executive Officer' Thank you for your time today and your interest in the Newmont Goldcorp strategic combination. Operator The conference has now concluded. Thank you for attending today's presentation. You may now disconnect. This transcript may not be 100 percent accurate and may contain misspellings and other inaccuracies. This transcript is provided "as is", without express or implied warranties of any kind. Bloomberg retains all rights to this transcript and provides it solely for your personal, non-commercial use. Bloomberg, its suppliers and third-party agents shall have no liability for errors in this transcript or for lost profits, losses, or direct, indirect, incidental, consequential, special or punitive damages in connection with the furnishing, performance or use of such transcript. Neither the information nor any opinion expressed in this transcript constitutes a solicitation of the purchase or sale of securities or commodities. Any opinion expressed in the transcript does not necessarily reflect the views of Bloomberg LP. © COPYRIGHT 2019, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited. Page 12 of 12

 
Cautionary Statement Regarding Forward-Looking Statements
 
This communication 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 communication 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; (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; (xiv) estimates of future closure costs and liabilities; (xv) statements relating to the proposed acquisition of Newmont by Barrick, including potential dilution, synergies and value creation, and (xvi) the possible joint venture in Nevada, including the potential terms and benefits thereof. 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 Newmont’s and Goldcorp’s ability to obtain the approval of the proposed transaction by their stockholders required to consummate the proposed transaction and 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 communication or made by Goldcorp outside of this communication. Goldcorp is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this communication or made by Newmont outside of this communication. 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 communication, 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.
 
Additional Information about the Proposed Transaction and Where to Find It
 
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is being made in respect of the proposed transaction involving the Company and Goldcorp pursuant to the terms of an Arrangement Agreement by and among the Company and Goldcorp and may be deemed to be soliciting material relating to the proposed transaction. In connection with the proposed transaction, the Company will file a proxy statement relating to a special meeting of its stockholders with the SEC. Additionally, the Company will file other relevant materials in connection with the proposed transaction with the SEC. Security holders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The definitive proxy statement will be mailed to the Company’s stockholders. Stockholders of the Company will be able to obtain a copy of the proxy statement, the filings with the SEC that will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed transaction and the parties to the transaction made by the Company with the SEC free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.newmont.com/investor-relations/default.aspx or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp will be available free of charge at the SEC’s website at www.sec.gov.
 
Participants in the Proposed Transaction Solicitation
 
The Company and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed transaction will be set forth in the proxy statement filed with the SEC relating to the transaction when it becomes available. Additional information concerning Goldcorp’s executive officers and directors is set forth in its 2017 Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.
 
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