Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company)
today welcomed Goldcorp Inc.’s (NYSE:
GG, TSX: G) (Goldcorp) shareholder vote in favor of combining with
Newmont.
“We appreciate Goldcorp shareholders’ vote of confidence, which
moves us one step closer to creating the world’s leading gold
business as measured by assets, prospects and people,” said Gary
Goldberg, Chief Executive Officer. “Our teams share a strong
commitment to safety and sustainability – and to delivering
superior value to shareholders, employees, host countries and
communities.”
Newmont’s special shareholder meeting will take place on April
11, 2019, where shareholders will be asked to vote on the issuance
of Newmont common shares in connection with the proposed
transaction with Goldcorp. Newmont’s Board of Directors unanimously
recommends that shareholders vote in favor of the proposals.
Immediately upon transaction close, which is expected in the
second quarter, Newmont Goldcorp will:
- Be accretive to Newmont’s Net Asset
Value per share by 27 percent, and to the Company’s 2020 cash flow
per share by 34 percent;i
- Begin delivering $365 million in
expected annual pre-tax synergies, supply chain efficiencies and
Full Potential improvements, representing $4.4 billion in Net
Present Value (pre-tax);ii
- Target six to seven million ounces of
steady 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 at an Internal Rate of Return (IRR) of at least 15
percent;iv
- Feature a deep bench of accomplished
business leaders, technical teams and other talent with extensive
mining industry experience; and
- Maintain industry leadership in
environmental, social and governance performance.
About Newmont
Newmont is a leading gold and copper producer. The Company’s
operations are primarily in the United States, Australia, Ghana,
Peru and Suriname. Newmont is the only gold producer listed in the
S&P 500 Index and was named the mining industry leader by the
Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018.
The Company is an industry leader in value creation, supported by
its leading technical, environmental, social and safety
performance. Newmont was founded in 1921 and has been publicly
traded since 1925.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws and
“forward-looking information” within the meaning of applicable
Canadian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. However, such statements
are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking statements.
Forward-looking statements often address our expected future
business and financial performance and financial condition, and
often contain words such as “anticipate,” “intend,” “plan,” “will,”
“would,” “estimate,” “expect,” “believe,” “target,” “indicative,”
“preliminary,” or “potential.” Forward-looking statements in this
press release may include, without limitation: (i) statements
relating to Newmont’s planned acquisition of Goldcorp (the
“proposed transaction”) and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
(ii) estimates of future production and sales, including expected
annual production range; (iii) estimates of future costs applicable
to sales and all-in sustaining costs; (iv) expectations regarding
accretion; (v) estimates of future capital expenditures; (vi)
estimates of future cost reductions, efficiencies and synergies,
including, without limitation, G&A savings, supply chain
efficiencies, full potential improvement, integration opportunities
and other improvements and savings; (vii) expectations regarding
future exploration and the development, growth and potential of
Newmont’s and Goldcorp’s operations, project pipeline and
investments, including, without limitation, project returns,
expected average IRR, schedule, decision dates, mine life,
commercial start, first production, capital average production,
average costs and upside potential; (viii) expectations regarding
future investments or divestitures; (ix) expectations of future
dividends and returns to stockholders; (x) expectations of future
free cash flow generation, liquidity, balance sheet strength and
credit ratings; (xi) expectations of future equity and enterprise
value; (xii) expectations of future plans and benefits; (xiii)
expectations regarding future mineralization, including, without
limitation, expectations regarding reserves and resources, grade
and recoveries; and (xiv) estimates of future closure costs and
liabilities. Estimates or expectations of future events or results
are based upon certain assumptions, which may prove to be
incorrect. Such assumptions, include, but are not limited to: (i)
there being no significant change to current geotechnical,
metallurgical, hydrological and other physical conditions; (ii)
permitting, development, operations and expansion of Newmont’s and
Goldcorp’s operations and projects being consistent with current
expectations and mine plans, including, without limitation, receipt
of export approvals; (iii) political developments in any
jurisdiction in which Newmont and Goldcorp operate being consistent
with its current expectations; (iv) certain exchange rate
assumptions for the Australian dollar or the Canadian dollar to the
U.S. dollar, as well as other exchange rates being approximately
consistent with current levels; (v) certain price assumptions for
gold, copper, silver, zinc, lead and oil; (vi) prices for key
supplies being approximately consistent with current levels; (vii)
the accuracy of current mineral reserve, mineral resource and
mineralized material estimates; and (viii) other planning
assumptions. Risks relating to forward-looking statements in regard
to the Newmont’s and Goldcorp’s business and future performance may
include, but are not limited to, gold and other metals price
volatility, currency fluctuations, operational risks, increased
production costs and variances in ore grade or recovery rates from
those assumed in mining plans, political risk, community relations,
conflict resolution governmental regulation and judicial outcomes
and other risks. In addition, material risks that could cause
actual results to differ from forward-looking statements include:
the inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Newmont’s and
Goldcorp’s businesses and the ability to achieve the anticipated
synergies and value-creation contemplated by the proposed
transaction; the risk associated with 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 press release 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 contained 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 related to the
transaction filed with the SEC on March 11, 2019, and mailed to
stockholders on March 14, 2019. Additional information concerning
Goldcorp’ executive officers and directors is set forth in its 2018
Annual Report on Form 40-F filed with the SEC on March 28, 2019,
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/20190404005226/en/
Media ContactOmar
Jabara303.837.5114omar.jabara@newmont.com
Investor ContactJessica
Largent303.837.5484jessica.largent@newmont.com
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