Will pay $0.88 per share with a record date prior to
completion of Goldcorp acquisition
Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company)
today announced that its Board of Directors declared a one-time
special dividend of $0.88 per share of common stock, conditional
upon approval of the Goldcorp Inc. (NYSE: GG) (TSX: G)
(Goldcorp) transaction. The dividend will be paid to Newmont
shareholders of record as of April 17, 2019 (the record date),
which is prior to closing of the proposed Newmont Goldcorp
combination. The special dividend is conditional upon the approval
by both Newmont’s and Goldcorp’s shareholders of the resolutions to
be considered at their shareholder meetings on April 11 and April
4, 2019, respectively, in connection with the proposed transaction.
The special dividend will be paid, subject to satisfaction of the
conditions, on May 1, 2019. Closing of the Newmont Goldcorp
transaction is expected shortly after the two shareholder special
meetings if shareholders of both companies approve the
resolutions.
The special dividend delivers value to existing Newmont
shareholders with an immediate cash payment for a portion of the
synergy potential arising from the Nevada joint venture announced
with Barrick Gold Corporation (NYSE: GOLD) (TSX: ABX) (Barrick) on
March 11, 2019. The dividend will be paid to the holders of
Newmont’s currently outstanding shares as of the record date, and
not in respect of shares to be issued in connection with the
proposed Newmont Goldcorp transaction.
“We are pleased to make this special dividend payable to
Newmont’s current shareholders in recognition of the potential
synergy value of the Nevada joint venture agreement,” said Gary
Goldberg, Chief Executive Officer. “We have continued to engage
with, and have listened carefully to, our shareholders, and we are
pleased that several of our largest shareholders have expressed
their support for the combination with Goldcorp.”
Newmont also announced today that Mexico’s Competition
Commission approved the combination of Newmont and Goldcorp without
conditions. This follows clearance from the Canadian Competition
Bureau and the Korea Fair Trade Commission in February. Newmont and
Goldcorp continue cooperating with other regulatory agencies to
secure the remaining approvals that are conditions to closing.
The proposed combination with Goldcorp represents a significant
value creation opportunity for Newmont’s shareholders, providing
the combined company’s shareholders with an unmatched portfolio of
world class operations, projects, exploration opportunities,
Reserves and talent. Newmont’s Board of Directors continues to
unanimously support the transaction with Goldcorp.
Immediately upon the closing of this transaction, Newmont
Goldcorp will:
- Be accretive to Newmont’s Net Asset
Value per share by 27 percent, and 34 percent accretive to the
Company’s 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.
As required by the terms of the Newmont/Goldcorp Arrangement
Agreement, Newmont sought and secured Goldcorp’s consent for the
payment of this special dividend.
About Newmont
Newmont is a leading gold and copper producer. The Company’s
operations are primarily in the United States, Australia, Ghana,
Peru and Suriname. Newmont is the only gold producer listed in the
S&P 500 Index and was named the mining industry leader by the
Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018.
The Company is an industry leader in value creation, supported by
its leading technical, environmental, social and safety
performance. Newmont was founded in 1921 and has been publicly
traded since 1925.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws and
“forward-looking information” within the meaning of applicable
Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. However, such statements
are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking statements.
Forward-looking statements often address our expected future
business and financial performance and financial condition, and
often contain words such as “anticipate,” “intend,” “plan,” “will,”
“would,” “estimate,” “expect,” “believe,” “target,” “indicative,”
“preliminary,” or “potential.” Forward-looking statements in this
press release may include, without limitation: (i) statements
relating to Newmont’s planned acquisition of Goldcorp (the
“proposed transaction”) and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
(ii) estimates of future production and sales, including expected
annual production range; (iii) estimates of future costs applicable
to sales and all-in sustaining costs; (iv) expectations regarding
accretion; (v) estimates of future capital expenditures; (vi)
estimates of future cost reductions, efficiencies and synergies,
including, without limitation, G&A savings, supply chain
efficiencies, full potential improvement, integration opportunities
and other improvements and savings; (vii) expectations regarding
future exploration and the development, growth and potential of
Newmont’s and Goldcorp’s operations, project pipeline and
investments, including, without limitation, project returns,
expected average IRR, schedule, decision dates, mine life,
commercial start, first production, capital average production,
average costs and upside potential; (viii) expectations regarding
future investments or divestitures; (ix) expectations of future
dividends and returns to stockholders, including, statements
regarding Newmont’s special dividend, including its record date and
payment date; (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; and (xv) the possible joint venture in Nevada,
including the potential synergies, value creation 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; (viii) the satisfaction of conditions to the special
dividend payment; and (ix) 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 filed a proxy
statement relating to a special meeting of its stockholders with
the SEC on March 11, 2019. Additionally, the Company filed and 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 contain and
will contain important information about the proposed transaction
and the parties to the transaction. The definitive proxy statement
was mailed to the Company’s stockholders on March 14, 2019.
Stockholders of the Company are able to obtain a copy of the proxy
statement, the filings with the SEC that have been and 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 are 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 are set forth in the proxy statement relating to the
transaction filed with the SEC on March 11, 2019, and mailed to
stockholders March 14, 2019. 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190325005212/en/
Media ContactOmar
Jabara303-837-5114omar.jabara@newmont.com
Investor ContactJessica
Largent303-837-5484jessica.largent@newmont.com
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