Newmont Corporation (NYSE: NEM, TSX: NGT) announced that more
than 96 percent of votes cast on the proposal for the issuance of
Newmont common stock in connection with the proposed acquisition of
Newcrest Mining Limited (ASX, TSX, PNGX: NCM) were voted in favor
of approval at today’s special shareholder meeting.
“Recognizing the strategic rationale to create the industry’s
strongest portfolio of world class gold and copper assets,
Newmont’s shareholders overwhelmingly voted in favor of this
transformational transaction,” said Tom Palmer, Newmont’s President
and Chief Executive Officer. “This unrivalled platform, featuring
the industry’s best talent running the highest concentration of
Tier One assets in the most favorable jurisdictions, uniquely
positions Newmont to generate superior returns for decades.”
Newcrest’s shareholder vote will be held this Friday, October
13, 2023, at 10:30 a.m. Australian Eastern Daylight Time.
All government regulatory approvals necessary for the
transaction to proceed have been secured. Newmont and Newcrest
anticipate the transaction closing in early November, subject to
the satisfaction of customary closing conditions.
On May 14, 2023, Newmont announced its definitive agreement to
acquire Newcrest. The combination would create a world-class
portfolio of assets with the highest concentration of Tier 1
operations, primarily in favorable, low-risk mining jurisdictions.
Upon closing of the transaction, the combined Company would deliver
a multi-decade production profile from 10 large, long-life, low
cost Tier 1 operations, and increased annual copper production,
primarily from Australia and Canada. The combined business is
anticipated to generate annual pre-tax synergies of $500 million,
expected to be achieved within the first 24 months, while also
targeting at least $2 billion in cash improvements through
portfolio optimization in the first two years after closing.1
1 See cautionary statement for additional information.
About Newmont
Newmont is the world’s leading gold company and a producer of
copper, silver, zinc and lead. The Company’s world-class portfolio
of assets, prospects and talent is anchored in favorable mining
jurisdictions in North America, South America, Australia and
Africa. Newmont is the only gold producer listed in the S&P 500
Index and is widely recognized for its principled environmental,
social and governance practices. The Company is an industry leader
in value creation, supported by robust safety standards, superior
execution and technical expertise. Newmont was founded in 1921 and
has been publicly traded since 1925.
At Newmont, our purpose is to create value and improve lives
through sustainable and responsible mining. To learn more about
Newmont’s sustainability strategy and initiatives, go to
www.newmont.com.
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
Australian 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,” “pending,” “proposed” or
“potential.” Forward-looking statements may include, without
limitation, statements relating to (i) the pending transaction to
acquire the share capital of Newcrest Mining Limited, timing and
implementation of the pending transaction, including receipt of
required approvals and satisfaction of other customary closing
conditions; (ii) estimates of expected synergies; (iii) estimates
of expected incremental cash flow generation and portfolio
optimization opportunities; and (iv) other expectations regarding
the combined business.
Estimates or expectations of future events or results are based
upon certain assumptions, which may prove to be incorrect. Risks
relating to forward looking statements in regard to the combined
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 Corporation’s (Newmont) and
Newcrest’s businesses and the ability to achieve the anticipated
synergies and value-creation contemplated by the pending
transaction; the risk associated with Newcrest’s ability to obtain
the approval of the pending transaction by their shareholders
required to implement the pending transaction and the timing of the
implementation of the pending transaction, including the risk that
the conditions to the pending transaction are not satisfied on a
timely basis or at all and the failure of the pending transaction
to be implemented for any other reason; the outcome of any legal
proceedings that may be instituted against the parties and others
related to a scheme implementation deed dated May 15, 2023, as
amended by a letter dated September 4, 2023; unanticipated
difficulties or expenditures relating to the pending transaction,
the response of business partners and retention as a result of the
announcement and pendency of the transaction; risks relating to the
value of the scheme consideration to be issued in connection with
the pending transaction; the anticipated size of the markets and
continued demand for Newmont’s and Newcrest’s resources and the
impact of competitive responses to the announcement of the
transaction; and the diversion of management time on pending
transaction-related issues. For a more detailed discussion of such
risks and other factors, see Newmont’s Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the United States
Securities and Exchange Commission (“SEC”) on February 23, 2023, as
updated by the current report on Form 8-K, filed with the SEC on
July 20, 2023, as well as Newmont’s other SEC filings, including
the definitive proxy statement, filed with the SEC on September 5,
2023, under the heading “Risk Factors”, and other factors
identified in Newmont’s reports filed with the SEC, available on
the SEC website or www.newmont.com. Newcrest’s most recent annual
financial report for the fiscal year ended June 30, 2023 as well as
Newcrest’s other filings made with Australian securities regulatory
authorities are available on the ASX website (www.asx.com.au) or
www.newcrest.com. Newmont and Newcrest 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.
Synergies and value creation as used herein are management
estimates provided for illustrative purposes and should not be
considered a GAAP or non-GAAP financial measure. Synergies
represent management’s combined estimate of pre-tax synergies,
supply chain efficiencies and Full Potential improvements, as a
result of the integration of Newmont’s and Newcrest’s businesses
that have been monetized for the purposes of the estimation.
Because synergies estimates reflect differences between certain
actual costs incurred and management estimates of costs that would
have been incurred in the absence of the integration of Newmont’s
and Newcrest’s businesses, such estimates are necessarily imprecise
and are based on numerous judgments and assumptions. Synergies are
“forward-looking statements” subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected or past synergies.
Portfolio optimization as used in this press release is a
management estimate provided for illustrative purposes and should
not be considered a GAAP or non-GAAP financial measure. Because the
enhancement to cash flow estimates the differences between certain
actual cash flows and management estimates of cash flows in the
absence of the integration of Newmont’s and Newcrest’s businesses,
such estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Portfolio optimization to enhance cash
flows is a “forward-looking statement” subject to risks,
uncertainties and other factors which could cause enhanced cash
flows to differ from expectations.
“Tier 1 assets” is defined as having, on average over such
asset’s mine life: (1) production of over 500,000 gold equivalent
ounces per year on a consolidated basis, (2) average All-In
Sustaining Cost (“AISC”) per ounce in the lower half of the
industry cost curve, (3) an expected mine life of over 10 years,
and (4) operations in countries that are classified in the A and B
rating ranges for Moody’s, S&P and Fitch. For the definitions
of such terms and metrics with respect to Newmont, see Newmont’s
annual report on Form 10-K on file with the SEC. Such terms and
metrics with respect to Newcrest’s assets are as calculated by
Newcrest and disclosed in public filings lodged with the Australian
Stock Exchange. With respect to other assets in the industry, such
terms and metrics are as published in public filings of the third
party entities reporting with respect to those assets. Our methods
of calculating operating metrics, such as AISC, and those of third
parties may differ for similarly titled metrics published by other
parties due to differences in methodology.
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version on businesswire.com: https://www.businesswire.com/news/home/20231011740889/en/
Media Contact Omar Jabara
720.212.9651 omar.jabara@newmont.com
Investor Contact Daniel Horton
303.837.5468 daniel.horton@newmont.com
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