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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Payment of Filing Fee (Check the appropriate box):
☐		No fee required.
☒		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
				Solely for purpose of calculating the filing fee, Goldcorp Inc. common shares (the “Goldcorp common shares”)
		(2)		Aggregate number of securities to which transaction applies:
				878,260,181 Goldcorp securities as of February 14, 2019, which consists of: (A) 867,551,731 Goldcorp common shares issued and outstanding; (B) options to purchase Goldcorp common shares (the “Goldcorp options”) providing for the issuance of up to 4,896,639 Goldcorp common shares upon the exercise thereof; (C) restricted stock units issued (the “Goldcorp RSUs”) that will result in the issuance of up to 3,212,294 Goldcorp common shares upon the vesting thereof, (D) 1,723,204 performance share units outstanding (the “Goldcorp PSUs”), and (E) 876,313 phantom restricted share units outstanding (the “Goldcorp phantom RSUs”).
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
				Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (A) 867,551,731 Goldcorp common shares, multiplied by $10.71, representing the average of the high and low prices reported on the New York Stock Exchange for such shares on February 14, 2019 (the “estimated share consideration”), (B) 4,896,639 Goldcorp common shares issuable upon the exercise of the Goldcorp options, multiplied by the estimated share consideration, (C) 3,212,294 Goldcorp common shares issuable upon the vesting of the Goldcorp RSUs, multiplied by the estimated share consideration, (D) 1,723,204 Goldcorp PSUs, multiplied by the estimated share consideration, (E) 876,313 Goldcorp phantom RSUs, multiplied by the estimated share consideration, plus (F) $17,351,034.62 in cash to be paid in the transaction.
		(4)		Proposed maximum aggregate value of transaction:
				$9,419,150,755.42
		(5)		Total fee paid:
				$1,141,601.07
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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Preliminary Proxy Statement

Subject to completion, dated February 21, 2019

, 2019

PROPOSED ARRANGEMENT—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders,

I am pleased to inform you that, Newmont Mining Corporation (“Newmont” or the “Company”) and Goldcorp Inc. (“Goldcorp”) have agreed to a strategic business combination transaction whereby Newmont will acquire all of the issued and outstanding Goldcorp common shares (the “arrangement”) and Goldcorp will become a wholly-owned subsidiary of Newmont. Upon completion of the arrangement, Goldcorp shareholders will receive 0.3280 of a share of Newmont common stock, par value $1.60 per share (“Newmont common stock”) and $0.02 in cash for each Goldcorp common share (collectively, the “consideration”) pursuant to an arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019, which was subsequently amended on February 19, 2019 (as amended, the “arrangement agreement”), in a transaction valued at approximately $10 billion as of the date of transaction announcement.

The arrangement will be implemented by way of a plan of arrangement (the “plan of arrangement”) in accordance with the Business Corporations Act (Ontario) (the “OBCA”) and is subject to approval by the Ontario Superior Court of Justice (Commercial List) (the “Court”) and the stockholders of Newmont and the shareholders of Goldcorp. Upon completion of the arrangement, it is expected that existing Goldcorp shareholders will own approximately 35% of the outstanding Newmont common stock.

We are sending you the accompanying proxy statement to cordially invite you to attend a special meeting of the stockholders of Newmont to be held on           , 2019, at           a.m. local time, at           , or to vote your shares by proxy, for the following purposes in connection with the arrangement:

●	to consider and vote on the proposal to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
●	to consider and vote on the proposal to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
●	subject to the provisions of the arrangement agreement, to consider and vote on the proposal to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

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

The accompanying proxy statement provides you with information about the arrangement agreement, the plan of arrangement, the arrangement and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the arrangement agreement, which is attached as Annex A. Before deciding how to vote, you should consider the “Risk Factors” beginning on page 41 of the proxy statement. You may also obtain more information about Newmont from documents Newmont has filed with the Securities and Exchange Commission (the “SEC”) as described under “Where You Can Find More Information” beginning on page 125 of the proxy statement.

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Your vote is important.

The arrangement cannot be completed unless both the amendment proposal and the share issuance proposal are approved. Approval of the amendment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the record date for the special meeting. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the special meeting. Whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided, or by voting over the telephone or via the Internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals described above. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

I strongly support this combination of our companies and join with our board of directors in recommending that you vote in favor of each of the proposals described in this proxy statement.

Thank you for your continued support of Newmont.

	Very truly yours,
	Noreen Doyle Chair of the Board of Directors

Neither the SEC nor any state securities commission has approved or disapproved the arrangement, passed upon the merits or fairness of the arrangement agreement or the transactions contemplated in the arrangement agreement, including the arrangement, or passed upon the adequacy or accuracy of the information in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated           , 2019 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to stockholders of Newmont on or about           , 2019.

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Newmont Mining Corporation
6363 South Fiddler’s Green Circle
Greenwood Village, Colorado 80111
_________________________

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
_________________________

To Be Held On           , 2019

A special meeting of stockholders of Newmont Mining Corporation (“Newmont”) will be held at                      on           , 2019, at            a.m. local time, immediately preceding our annual meeting of stockholders (the “2019 annual meeting”) that will be held at            a.m. local time, unless adjourned or postponed to a later date, for the following purposes:

1.	to consider and vote on the proposal to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to consider and vote on the proposal to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”);
3.	subject to the provisions of the arrangement agreement, to consider and vote on the proposal to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal; and
4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The board of directors of Newmont unanimously recommends that you vote FOR all of the proposals described above.

The accompanying proxy statement provides you with information about the arrangement agreement, the plan of arrangement, the arrangement and the special meeting of Newmont stockholders. Newmont encourages you to read the proxy statement carefully and in its entirety, including the arrangement agreement, which is attached as Annex A.

Record Date:           , 2019. Only stockholders of record as of the record date are entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting.

The proxy statement is dated           , 2019, and is first being mailed to our stockholders on or about           , 2019.

All stockholders are cordially invited to attend the special meeting in person. It is important that your shares be represented at the special meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or Internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the Internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs.

Your vote is important. The arrangement cannot be completed unless the amendment proposal and the share issuance proposal are approved. Approval of the amendment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Newmont common stock as of the record date for the special meeting. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the special meeting. Whether or not you plan to attend the special meeting, please vote as soon as possible to ensure that your shares are represented and voted at the special meeting.

	By Order of the Board of Directors,
	Stephen P. Gottesfeld Executive Vice President and General Counsel
	, 2019

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IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE NEWMONT SPECIAL MEETING IN PERSON, NEWMONT URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Newmont special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

Newmont urges you to read the proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes carefully and in their entirety.

If you are a Newmont stockholder and have any questions concerning the arrangement or the proxy statement, would like additional copies of the proxy statement, need to obtain proxy cards or need help voting, please contact Newmont’s proxy solicitor:

1407 Broadway, 27th Floor
New York, New York 10018

(212) 929-5500
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

To receive timely delivery of requested documents in advance of the Newmont special meeting, you should make your request no later than           , 2019. You will not be charged for any of these documents that you request.

For additional information about documents incorporated by reference into this proxy statement, please see “Where You Can Find More Information” beginning on page 125 of this proxy statement.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		1
SUMMARY		8
The Companies		8
Special Meeting of Newmont Stockholders		9
The Arrangement		10
Newmont’s Reasons for the Arrangement		15
Recommendation of the Newmont Board of Directors		15
Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors		15
The Support and Voting Agreements		17
Board of Directors Following the Arrangement		17
Management Following the Arrangement		17
Interests of Newmont Directors and Executive Officers in the Transaction		18
Accounting Treatment		18
Regulatory Approvals		18
No Appraisal Rights		19
Help in Answering Questions		19
Selected Historical Consolidated Financial Data of Newmont		20
Selected Historical Consolidated Financial Data of Goldcorp		21
SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES		22
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		24
Notes to Unaudited Pro Forma Condensed Combined Financial Information		27
UNAUDITED PRO FORMA PER SHARE DATA		40
RISK FACTORS		41
Risks Relating to the Arrangement		41
Risk Factors on Completion of the Arrangement		43
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		49
THE SPECIAL MEETING		51
Date, Time and Place		51
Matters to Be Considered		51
Board Recommendation		51
Record Date; Outstanding Shares; Shares Entitled to Vote		51
Quorum		52
Security Ownership of Certain Beneficial Owners and Management		52
Required Vote		54
Voting by Proxy		55
How to Vote		55
Revoking Your Proxy		56
Voting in Person at the Special Meeting		56
Adjournments and Postponements		56
Independent Accountants		56
Householding		56
Inspector of Election; Tabulation of Votes		57
Solicitation of Proxies		57
Other Business		57
Assistance		57
THE ARRANGEMENT		58
Structure of the Transaction		58
Background of the Transaction		58
Newmont’s Reasons for the Arrangement		63
Recommendations of the Newmont Board of Directors		66
Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors		66
Summary of Certain Newmont Financial Projections		92

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Board of Directors Following the Arrangement		95
Management Following the Arrangement		95
Interests of Newmont Directors and Executive Officers in the Transaction		95
Repayment of Goldcorp Debt		96
Accounting Treatment		96
Federal Securities Laws Consequences; Stock Transfer Restrictions		96
Material United States Federal Income Tax Consequences of the Transaction		97
Court Approvals		97
Investment Canada Act Approval		98
Canadian Antitrust Approval		99
Other Regulatory Approvals		100
NYSE and TSX Listings		100
Fees, Costs and Expenses		100
NO APPRAISAL RIGHTS		101
INFORMATION ABOUT THE COMPANIES		102
Newmont Mining Corporation		102
Goldcorp Inc.		102
THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT		103
The Arrangement		103
Consideration Received Pursuant to the Arrangement		103
Dissenting Shares		105
Surrender of Shares		105
Lost Certificates		105
Cancellation of Rights after Six Years		105
Efforts to Obtain Required Goldcorp Shareholder Approval		106
Efforts to Obtain Required Newmont Stockholder Approval		106
Final Court Approval		106
Name Change and Corporate Governance		107
Representations and Warranties		107
Covenants		108
Conditions to Completion of the Arrangement		116
Termination of the Arrangement Agreement		117
Amendments, Extensions and Waivers		119
THE SUPPORT AND VOTING AGREEMENTS		120
PROPOSAL 1 INCREASE IN AUTHORIZED SHARES		121
Required Vote and Board of Directors’ Recommendation		121
PROPOSAL 2 ISSUANCE OF NEWMONT SHARES IN CONNECTION WITH THE TRANSACTION		122
Required Vote and Board of Directors’ Recommendation		122
PROPOSAL 3 ADJOURNMENT OF SPECIAL MEETING		123
Required Vote and Board of Directors’ Recommendation		123
OTHER MATTERS		124
Other Matters for Action at the Special Meeting		124
Future Newmont Stockholder Proposals and Nominations		124
WHERE YOU CAN FIND MORE INFORMATION		125
Where Stockholders Can Find More Information About Newmont		125
Where Stockholders Can Find More Information About Goldcorp		126
ANNEX A – ARRANGEMENT AGREEMENT		A-1
ANNEX B – FORM OF INTERIM ORDER		B-1
ANNEX C – FORM OF NEWMONT SUPPORT AND VOTING AGREEMENT		C-1
ANNEX D – FORM OF GOLDCORP SUPPORT AND VOTING AGREEMENT		D-1
ANNEX E – OPINION OF BMO CAPITAL MARKETS CORP.		E-1
ANNEX F – OPINION OF CITIGROUP GLOBAL MARKETS INC.		F-1
ANNEX G – OPINION OF GOLDMAN SACHS & CO. LLC		G-1
ANNEX H – RESTATED CERTIFICATE OF INCORPORATION		H-1

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are some questions that you, as a stockholder of Newmont, may have regarding the arrangement and the other matters being considered at the special meeting of Newmont stockholders, as well as answers to those questions. Newmont urges you to read this proxy statement carefully and in its entirety because the information in this section does not provide all of the information that might be important to you with respect to the arrangement. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

Q: Why am I receiving this proxy statement?

A: Newmont has agreed to acquire Goldcorp pursuant to the terms and conditions of the arrangement agreement and the plan of arrangement that are described in this proxy statement. If completed, the arrangement will result in Newmont acquiring all of the outstanding shares of Goldcorp in exchange for newly issued shares of Newmont common stock and cash provided by Newmont pursuant to the plan of arrangement. As a result, Goldcorp will become a wholly-owned subsidiary of Newmont. The arrangement will require shares of Newmont common stock representing approximately 53% of the current outstanding common stock of Newmont immediately prior to the consummation of the arrangement to be issued to former Goldcorp shareholders. Immediately after the completion of the arrangement, Goldcorp’s former shareholders will collectively own approximately 35% of the outstanding common stock of Newmont. A copy of the arrangement agreement is attached to this proxy statement as Annex A.

You are receiving this proxy statement because you have been identified as a holder of Newmont common stock. This proxy statement is being used to solicit proxies on behalf of the Newmont board of directors for the special meeting to obtain the required approval of Newmont stockholders. This proxy statement contains important information about the arrangement and related transactions and the special meeting, and you should read it carefully.

In order to complete the arrangement, Goldcorp must obtain a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) approving the arrangement and all other conditions to the arrangement must be satisfied or waived. Goldcorp will hold a separate special meeting of its shareholders to obtain the required approval of its shareholders.

Q: What will I receive under the arrangement?

A: Newmont stockholders will continue to own their existing shares of Newmont common stock after the arrangement. Immediately after the completion of the arrangement, Newmont’s existing stockholders will collectively own approximately 65% of the outstanding common stock of Newmont, and Goldcorp’s former shareholders will collectively own approximately 35% of the outstanding common stock of Newmont.

Q: When and where will Newmont hold its special meeting?

A: The special meeting will be held at            a.m. local time, immediately preceding the 2019 annual meeting, on           , 2019, unless adjourned or postponed to a later date, at                     , to consider and vote on each of the proposals described below. This proxy statement for the special meeting is first being mailed to Newmont stockholders on or about           , 2019.

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

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

1.	to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
3.	subject to the provisions of the arrangement agreement, to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

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Q: What will the Goldcorp shareholders be asked to vote on?

A: Goldcorp shareholders will not be asked to vote on any of the proposals to be considered and voted upon at the Newmont special meeting. Rather, pursuant to the arrangement agreement, the shareholders of Goldcorp will be asked to vote on the arrangement (the “Goldcorp resolution”) at Goldcorp’s shareholder meeting.

Newmont and Goldcorp have agreed to use commercially reasonable efforts to schedule their respective shareholder meetings on the same date, with the Goldcorp meeting to be held no later than April 11, 2019. Among other things, the closing of the arrangement is conditioned on the approval of the Goldcorp resolution by the affirmative vote of at least two-thirds of the votes cast on the Goldcorp resolution by Goldcorp shareholders present in person or represented by proxy and entitled to vote at the Goldcorp meeting.

Q: Who is eligible to vote at the special meeting?

A: Holders of Newmont common stock as of the close of business on           , 2019, the record date for the special meeting, are eligible to vote.

Q: How many votes do Newmont stockholders have?

A: Holders of Newmont’s common stock are entitled to cast one vote on each proposal properly brought before the special meeting for each share of Newmont common stock that such holder owned at the close of business on the record date.

Q: What constitutes a quorum for the special meeting?

A: The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” includes all shares of common stock entitled to vote at the special meeting. Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the special meeting. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the special meeting is considered “non-routine,” such organizations do not have discretion to vote on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to a proposal but not with respect to the other proposals, your shares will be considered present at the special meeting and be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal, but will not be voted with respect to the other proposals.

If a quorum is not present at the meeting, Newmont’s chair of the board of directors may adjourn the meeting to continue to solicit proxies.

Q: What vote by the Newmont stockholders is required to approve the amendment proposal?

A: Pursuant to Section 242 of the Delaware General Corporation Law, approval of the amendment proposal will require the affirmative vote of holders of a majority of the outstanding shares of Newmont common stock entitled to vote at the special meeting.

Q: What vote by the Newmont stockholders is required to approve the share issuance proposal?

A: Pursuant to Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), approval of the share issuance proposal will require the affirmative vote of, in person or by proxy, holders of a majority of the total votes cast with respect to the share issuance proposal.

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Q: Why is my vote important?

A: In order to complete the arrangement, Newmont stockholders must approve the amendment proposal and the share issuance proposal.

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

A: Approval of the amendment proposal is necessary for Newmont to have enough authorized shares of common stock to issue the Newmont common stock forming part of the consideration for the arrangement. The Newmont Certificate of Incorporation does not currently authorize a sufficient number of shares of common stock to satisfy the Newmont common stock consideration payable under the arrangement. Newmont is currently authorized to issue 750 million shares of common stock. As of the date of this proxy statement, 533 million shares of Newmont common stock were outstanding. Newmont must issue approximately 285 million shares of Newmont common stock to complete the arrangement. Authorizing additional shares of common stock is required to enable Newmont to have sufficient shares of common stock authorized for issuance in order to satisfy the consideration payable under the arrangement. Pursuant to Delaware law and the arrangement agreement, we are required to submit the amendment proposal to Newmont stockholders for approval.

Q: Why am I being asked to consider and vote on the share issuance proposal?

A: As Newmont common stock is listed for trading on the NYSE, issuances of shares of Newmont common stock are subject to the NYSE Listed Company Manual. Section 312.03(c) of the New York Stock Exchange Listed Company Manual requires stockholder approval prior to the issuance of common stock in any transaction if the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. The common stock to be issued to shareholders of Goldcorp as partial consideration for the arrangement will represent voting power in excess of 20% of the number of shares of Newmont’s common stock outstanding before the issuance. Therefore, under Section 312.03(c) of the New York Stock Exchange Listed Company Manual, stockholder approval of the share issuance proposal is required.

Q: Will the newly issued shares of Newmont common stock be traded on an exchange?

A: It is a condition to the completion of the arrangement that the shares of common stock of Newmont to be issued to Goldcorp shareholders in exchange for their common shares in the capital of Goldcorp (“Goldcorp common shares”) pursuant to the arrangement be approved for listing on the NYSE. Accordingly, Newmont has agreed to obtain listing approval from the NYSE for such consideration shares that will be issued under the arrangement. In addition, Newmont has agreed to use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the effective time of the shares of Newmont common stock issuable upon exercise of the Goldcorp options and exercise of the replacement RSUs issuable pursuant to the arrangement, subject to official notice of issuance.

Newmont will apply to list the shares of the combined company following completion of the arrangement on the Toronto Stock Exchange (“TSX”) under the trading symbol “NGT.”

Q: What are Newmont’s reasons for proposing the arrangement and entering into the arrangement agreement?

A: The Newmont board of directors concluded that the arrangement provides significant potential benefits to Newmont, including, among other things, the creation of the world’s leading gold company, the opportunity to participate in new growth prospects, the diversification of the asset portfolio of the combined company in favorable geographies, and that the arrangement will be immediately accretive to Newmont’s net asset value per share and cash flow per share, that outweigh the uncertainties, risks and potentially negative factors relevant to the arrangement. For a more detailed discussion of the reasoning of the Newmont board of directors, see “The Arrangement—Newmont’s Reasons for the Arrangement” beginning on page 63 of this proxy statement and “The Arrangement—Recommendations of the Newmont Board of Directors” beginning on page 66 of this proxy statement.

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Q: What is an arrangement?

A: An arrangement is a statutory procedure under Canadian corporate law that allows companies to carry out transactions upon receiving shareholder and court approval that then becomes binding on all other shareholders by operation of law. The arrangement that is being proposed by Goldcorp, a company incorporated under the laws of Ontario, will allow Newmont to acquire all of the outstanding Goldcorp common shares pursuant to a plan of arrangement being conducted under the Business Corporations Act (Ontario).

Q: How does the Newmont board of directors recommend that I vote?

A: The Newmont board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered and voted upon at the special meeting.

Q: What do I need to do now?

A: Please read this proxy statement carefully, including its annexes, to consider how the arrangement affects you. After you read this proxy statement, you should complete, sign and date your proxy card and mail it in the enclosed return envelope or submit your proxy over the telephone or over the Internet as soon as possible so that your shares can be voted at the special meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals being considered and voted upon at the special meeting. If your shares are held in “street name” by your broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee. Your broker, bank or other nominee will vote your shares only if you provide instructions on how you would like your shares to be voted.

Q: How do I vote?

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

●	To vote in person, come to the special meeting and you will be able to vote by ballot. To ensure that your shares are voted at the special meeting, the Newmont board of directors recommends that you submit a proxy even if you plan to attend the special meeting.
●	To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to Newmont before the special meeting, Newmont will vote your shares as you direct.
●	To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (eastern U.S. time) on           , 2019 to be counted.
●	To vote over the Internet, go to the web address located on the enclosed proxy card to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (eastern U.S. time) on           , 2019 to be counted.

If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from Newmont. Your broker, bank or other nominee will vote your shares only if you provide instructions to that organization on how to vote. You should provide your broker, bank or other nominee with instructions regarding how to vote your shares by following the enclosed procedures provided by that organization. Your shares will not be voted with respect to any proposal for which you fail to provide instructions, which will have no effect on the approval of the proposals.

A control number, located on your proxy card or voting instruction form, is designed to verify your identity and allow you to vote your shares of Newmont common stock, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone.

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Q: What does it mean if I receive more than one set of materials?

A: This means you own shares of Newmont common stock that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker, bank or other nominee. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return each of the proxy cards and voting instruction forms that you receive, or vote all of your shares over the telephone or over the Internet in accordance with the instructions above in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope and control number(s). If you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card or voting instruction form, and if you vote by telephone or via the Internet, please follow the enclosed instructions and use your control number(s).

Q: What happens if I sell my shares of common stock before the special meeting?

A: The record date for stockholders entitled to vote at the special meeting is earlier than the date of the special meeting. If you transfer your shares of Newmont common stock after the record date, but before the date of the special meeting, you will retain your right to vote at the special meeting unless special arrangements are made between you and the person to whom you transfer your shares. If you sold your shares after the record date you are encouraged to still vote the shares you owned on the record date.

Q: May I vote in person?

A: If you are the stockholder of record of shares of Newmont common stock, you have the right to vote in person at the special meeting with respect to those shares. If you are the beneficial owner of shares of Newmont common stock, you are invited to attend the special meeting but, since you are not the stockholder of record, you may not vote these shares in person at the special meeting, unless you obtain a document called a “legal proxy” from your broker, bank or other nominee giving you the right to vote the shares at the special meeting. Even if you plan to attend the special meeting as a stockholder of record, Newmont recommends that you also submit your proxy card or voting instructions as described above under “How do I vote?” so that your vote will be counted if you later decide not to attend the special meeting.

Q: How can I change or revoke my vote?

A: You have the right to revoke a proxy delivered by mail, by telephone, or over the Internet at any time before it is exercised by voting again at a later date through any of the methods available to you, by delivering written notice of revocation to Newmont’s Corporate Secretary by the time the special meeting begins, or by attending the special meeting and voting in person.

Q: Am I entitled to appraisal rights?

A: No. Under Delaware law, holders of shares of Newmont common stock are not entitled to appraisal rights in connection with the arrangement or any of the matters to be acted on at the special meeting.

Q: Is completion of the arrangement subject to any conditions?

A: Yes. Newmont and Goldcorp are not required to complete the arrangement unless a number of conditions are satisfied or waived, including receipt of the required approvals from the Newmont stockholders, Goldcorp shareholders and the Court. See “The Arrangement Agreement and the Plan of Arrangement—Conditions to Completion of the Arrangement” beginning on page 116 of this proxy statement for a more complete summary of the conditions that must be satisfied or waived prior to completion of the arrangement.

Q: Are the proposals conditioned upon one another?

A: Yes. The amendment proposal and the share issuance proposal are conditioned upon each other. Adoption by our stockholders of both the amendment proposal and the share issuance proposal are conditions to the closing of the arrangement. Accordingly, if either the amendment proposal or the share issuance proposal are not approved, a condition to the closing of the arrangement will not be satisfied and the arrangement will not be completed.

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The adjournment proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement and is not a condition to the closing of the arrangement.

Q: What happens if the arrangement is terminated?

A: If the arrangement is terminated Goldcorp will not be combined with Newmont and the two companies will continue to operate as separate entities as they did before. The arrangement agreement contains certain termination rights for both Goldcorp and Newmont, including where (i) the arrangement is not consummated on or before July 31, 2019 (subject to extensions of up to 60 days in the aggregate to obtain key regulatory approvals), (ii) a law or order comes into effect prohibiting consummation of the arrangement and such law or order has become final and non-appealable or (iii) the Goldcorp shareholder approval of the arrangement or the Newmont stockholder approval of the stockholder approval and the share issuance is not obtained at the relevant meeting held for such purpose. Additionally, each of Newmont and Goldcorp has a separate termination right in certain circumstances, including if (i) the board of directors of the other party changes its recommendation, (ii) the other party materially breaches its no solicitation restrictions, (iii) there is or has been a material adverse effect on the other party, (iv) the other party materially breaches its representations, warranties or covenants resulting in certain conditions to the arrangement not to be fulfilled, which are incapable of being satisfied by July 31, 2019 as such date may be extended in accordance with the arrangement agreement), or (v) its own board of directors changes its recommendation in accordance with the terms of the arrangement agreement and, at the time of termination of the arrangement, either (a) the meeting of Newmont stockholders is scheduled for a date that is later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders has not been scheduled.

The arrangement agreement further provides that, upon termination of the arrangement agreement under certain circumstances, Goldcorp will be required to pay to Newmont a termination payment of $350 million in connection with such termination, or Newmont will be required to pay to Goldcorp a termination payment of $650 million in connection with such termination. See “The Arrangement Agreement and the Plan of Arrangement—Termination of the Arrangement Agreement” beginning on page 117 of this proxy statement for a more complete summary of the termination provisions under the arrangement agreement.

Q: When does Newmont expect the arrangement to become effective?

A: The arrangement is expected to close by the end of the second quarter of 2019. Closing is conditional on Goldcorp shareholders approving the arrangement resolution and the satisfaction of other closing conditions including the approval of Newmont stockholders of the amendment proposal and the share issuance proposal and certain regulatory approvals. See “The Arrangement Agreement and the Plan of Arrangement—Conditions to Completion of the Arrangement” beginning on page 116 of this proxy statement.

Q: What will happen if the arrangement is completed?

A: If the arrangement is completed, Newmont will acquire all of the Goldcorp common shares and Goldcorp will become a wholly-owned subsidiary of Newmont. Newmont intends to have the Goldcorp common shares delisted from the TSX and the NYSE as promptly as possible following completion of the arrangement. In addition, it is expected that Newmont will, subject to applicable law, apply to have Goldcorp cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate its reporting obligations in Canada and the United States following completion of the arrangement.

Q: Who will be the directors and executive officers of the combined company following the arrangement?

A: Newmont has covenanted with Goldcorp that it will take all actions necessary to ensure that, as of the effective time of the arrangement, two-thirds of the members of the Newmont board of directors will be existing members of the Newmont board of directors and one-third of the members of the Newmont board of directors will be existing members of the Goldcorp board of directors. See “The Arrangement—Board of Directors Following the Arrangement” beginning on page 95 of this proxy statement.

As part of a planned and orderly leadership succession process, Gary Goldberg, Newmont’s Chief Executive Officer, and the Newmont board of directors have been engaged in discussions anticipating a chief executive officer succession in early 2019. To ensure a smooth and successful combination, Mr. Goldberg has agreed to lead the combined company through closure of the transaction and integration of the two companies. Newmont expects this process to be substantially completed in the fourth quarter of 2019, when Mr. Goldberg plans to retire and

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Thomas Palmer, Newmont’s President and Chief Operating Officer, will become President and Chief Executive Officer of the combined company. In addition, Rob Atkinson will be appointed to the role of Executive Vice President and Chief Operating Officer of Newmont, effective June 1, 2019. Nancy Buese is expected to continue in the role of Executive Vice President and Chief Financial Officer and Randy Engel is expected to continue in the role of Executive Vice President, Strategic Development. For additional information, see “The Arrangement—Board of Directors Following the Arrangement” and “The Arrangement—Management Following the Arrangement” beginning on page 95 of this proxy statement.

Q: Are there any risks I should consider in connection with the arrangement?

A: Yes. There are a number of risk factors relating to Newmont’s business and operations, the arrangement and the combined company’s business and operations, all of which should be carefully considered. See “Risk Factors” beginning on page 41 of this proxy statement.

Q: Is this the Company’s annual meeting? Will I be voting on the election of directors at the special meeting?

A: No. This is not the annual meeting and you will not be asked to elect directors at the special meeting. The annual meeting will take place on           , 2019 at           a.m. local time, immediately following the special meeting. If you are a stockholder of record as of           , 2019, you will receive two separate proxy cards, one for the annual meeting and one for the special meeting. It is very important that you return both proxy cards to ensure that your vote is represented at both the annual meeting and the special meeting. A proxy statement for the annual meeting will be provided separate from the proxy statement for the special meeting. Please refer to those separate materials for more information about the annual meeting and to vote on the election of directors.

Q: Who is paying for this proxy solicitation?

A: Newmont pays the costs of soliciting proxies. We have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies. We will pay MacKenzie Partners, Inc. $60,000 plus out-of-pocket expenses for its assistance. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

Q: Is this proxy statement the only way that proxies are being solicited?

A: In addition to mailing these proxy materials, certain directors, officers or employees of Newmont may solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so.

Q: Who can help answer my questions?

A: The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes. If you would like additional copies of this proxy statement, without charge, or if you have questions about the arrangement, including the procedures for voting your shares, you should contact MacKenzie Partners, Inc., Newmont’s proxy solicitation agent. The address of MacKenzie Partners, Inc. is 1407 Broadway, 27th Floor, New York, New York 10018. You can call MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at (212) 929-5500.

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the arrangement, the arrangement agreement or other matters discussed in this proxy statement.

You may also obtain additional information about Newmont from the documents we file with the SEC, or by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

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SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES

The financial information of Goldcorp incorporated by reference into this proxy statement has been prepared and presented in accordance with International Financial Reporting Standards (as promulgated by the International Accounting Standards Board) (“IFRS”). Certain differences exist between IFRS and U.S. GAAP, which might be material to the financial information incorporated by reference into this proxy statement.

The principal differences between U.S. GAAP and IFRS which might be material in the preparation of Goldcorp’s consolidated financial statements are described below. The following summary does not include all differences that exist between IFRS and U.S. GAAP and is not intended to provide a comprehensive listing of all such differences specifically related to Newmont, Goldcorp or the industry in which Newmont and Goldcorp operate.

The differences described below reflect only those differences in accounting policies in force at the time of the preparation of the historical financial information of Goldcorp. There has been no attempt to identify future differences between IFRS and U.S. GAAP as the result of prescribed changes in accounting standards, transactions or events that may occur in the future.

Impairment of Long-Lived Assets

Under both U.S. GAAP and IFRS, long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired. Under U.S. GAAP, the asset group is first tested for recoverability by determining if its carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined to not be recoverable, an impairment expense is recorded for the excess of the asset group’s carrying amount over its fair value. Further, future reversal of a previously recognized impairment loss is prohibited.

Under IFRS, when an impairment indicator is determined to exist, an impairment expense is recorded for the excess of the cash generating unit carrying amount over the greater of its fair value less costs of disposal and its value in use. Impairment expense previously recorded is reversible in subsequent periods under certain conditions.

Mine Development and Stripping Costs

Under U.S. GAAP, mine development costs and costs of removing overburden and waste materials to access the ore body prior to the production phase, referred to as pre-stripping costs, are capitalized once mineralization is classified as proven and probable reserves. Stripping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory and are recognized in costs applicable to sales in the same period as the revenue from the sale of inventory. Under IFRS, mine development costs and pre-stripping costs incurred prior to the production stage of a mining property are capitalized before mineralization is classified as proven and probable reserves. In addition, certain stripping costs continue to be capitalized after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

Depreciation & Amortization

Under U.S. GAAP, certain mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, certain mine development costs are also amortized using the units-of-production method, but based on estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of asset retirement obligation is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

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Under IFRS, initial recognition of reclamation and remediation liability is generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

Joint Arrangements

Under U.S. GAAP, a joint venture is defined as an entity whose operations and activities are jointly controlled by its equity investors. Joint ventures are accounted for using the equity method of accounting. Proportionate consolidation is used in the oil and gas and mining and extractive industries, when working interest owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

IFRS addresses two types of joint arrangements: (1) joint operations and (2) joint ventures, both distinguished by the rights and obligations of the parties involved. In a joint operation, an entity has rights to the underlying assets and obligations for the liabilities of the arrangement and recognizes its share of the assets, liabilities, revenues, and expenses arising from its interest. In a joint venture, the equity method of accounting is used and requires the use of a separate legal entity. Unlike U.S. GAAP, the existence of a separate legal entity is not sufficient evidence to conclude that an arrangement is a joint venture.

Income Taxes

Under U.S. GAAP, deferred taxes are recognized for temporary differences arising from the initial recognition of assets acquired or liabilities assumed. Under IFRS, deferred income taxes are not recognized for temporary differences arising from the initial recognition of an asset or liability in a transaction that (i) is not a business combination, and (ii) affects neither accounting nor taxable profit.

U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates.

Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

Pre-production Sales

Under U.S. GAAP, proceeds from the sale of pre-production metal produced during commissioning of a processing facility are credited to other income, net of operating costs. However, sales of metal produced during the development phase of a mine where there is already an existing processing facility are recorded within sales and costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) has been prepared based on the historical audited consolidated financial statements of Newmont and Goldcorp, and is intended to provide you with information about how the arrangement might have affected Newmont’s historical financial statements. The unaudited pro forma condensed combined statement of operations (“unaudited pro forma statement of operations”) for the year ended December 31, 2018, combines the historical audited consolidated statement of operations of Newmont for the corresponding period, with the respective historical audited consolidated statement of earnings of Goldcorp, as derived from audited consolidated financial statements as indicated below, as if the arrangement had occurred on January 1, 2018. The unaudited pro forma condensed combined balance sheet (“unaudited pro forma balance sheet”) as of December 31, 2018, combines the historical audited consolidated balance sheet of Newmont, and the historical audited consolidated balance sheet of Goldcorp as of December 31, 2018, derived from audited consolidated financial statements as indicated below, as if the arrangement had occurred on December 31, 2018.

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

●	the accompanying notes to the unaudited pro forma financial information;
●	the historical audited consolidated financial statements of Newmont for the year ended December 31, 2018, included in Newmont’s Annual Report on Form 10-K, filed with the SEC on February 21, 2019;
●	the historical audited consolidated financial statements of Goldcorp for the year ended December 31, 2018, as filed in Goldcorp’s Current Report on Form 6-K, furnished to the SEC on February 14, 2019; and
●	other information relating to Newmont and Goldcorp contained in or incorporated by reference into this document. See sections titled “Where can you find more information” beginning on page 125 of this proxy statement.

The unaudited pro forma financial information is presented using the acquisition method of accounting, with Newmont as the acquirer of Goldcorp. See section entitled “The Arrangement—Accounting Treatment” beginning on page 96 of this proxy statement. Under the acquisition method of accounting, the purchase price is allocated to the underlying Goldcorp tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.

The unaudited pro forma combined financial information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC and is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The pro forma financial information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the arrangement, which are described in the section entitled “The Arrangement—Newmont’s Reasons for the Arrangement” beginning on page 63 of this proxy statement, and, accordingly, do not attempt to predict or suggest future results.

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Newmont Mining Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2018

																						Purchase
																						Accounting
								Reclassified						IFRS to								and Other
		Historical						Historical						U.S. GAAP								Pro Forma								Pro
								Goldcorp						Adjustments								Adjustments								Forma
in millions (USD), except per share		Newmont						(Note 2)						(Note 3)						(Note)		(Note 4)						(Note)		Combined				(Note)
Sales			$	7,253					$	3,032					$	(53	)			3(i)(j)			$	82				4(e)		$	10,314
Costs and expenses:
Costs applicable to sales				4,093						1,769						(49	)			3(b)(i)				—							5,813
Depreciation and amortization				1,215						983						140				3(c)(j)				(300	)			4(b)			2,038
Reclamation and remediation				163						47						—								7				4(c)			217
Exploration				197						43						—								—							240
Advanced projects, research and development				153						43						—								—							196
General and administrative				244						131						—								—							375
Impairment of long-lived assets				369						4,727						(787	)			3(a)				—							4,309
Other expense, net				29						—						—								—							29
				6,463						7,743						(696	)							(293	)						13,217
Other income (expense):
Other income, net				155						(10	)					(106	)			3(g)				—							39
Interest expense, net of capitalized interest				(207	)					(123	)					—								35				4(a)(f)			(295	)
				(52	)					(133	)					(106	)							35							(256	)
Income (loss) before income and mining tax and other items				738						(4,844	)					537								410							(3,159	)
Income and mining tax benefit (expense)				(386	)					612						145				3(a)(b) (c)(f)				(140	)			4(g)			231
Equity income (loss) of affiliates				(33	)					83						(10	)			3(b)				12				4(b)			52
Net income (loss) from continuing operations				319						(4,149	)					672								282							(2,876	)
Net loss (income) from continuing operations attributable to noncontrolling interests				(39	)					—						—								—							(39	)
Net income (loss) from continuing operations attributable to Newmont stockholders			$	280					$	(4,149	)				$	672							$	282						$	(2,915	)
Basic earnings per common share attributable to Newmont stockholders			$	0.53																										$	(3.57	)		4(j)
Diluted earnings per common share attributable to Newmont stockholders			$	0.53																										$	(3.57	)		4(j)

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Newmont Mining Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2018

																				Purchase
																				Accounting
							Reclassified					IFRS to								and other
		Historical					Historical					U.S. GAAP								Pro Forma								Pro
							Goldcorp					Adjustments								Adjustments								Forma
in millions (USD)		Newmont					(Note 2)					(Note 3)						(Note)		(Note 4)						(Note)		Combined
ASSETS
Cash and cash equivalents		$	3,397				$	134					$	—							$	(897	)			4(a)			$	2,634
Trade receivables			254					91						—								—								345
Other accounts receivables			92					—						—								—								92
Investments			48					38						—								—								86
Inventories			630					423						—								—								1,053
Stockpiles and ore on leach pads			697					68						—								—								765
Other current assets			159					303						—								—								462
Current assets			5,277					1,057						—								(897	)							5,437
																		3(a)(b)(c)
Property, plant and mine development, net			12,258					12,910						1,098				(e)(f)(h)(j)				(2,518	)			4(b)				23,748
Investments			271					2,822						636				3(b)(e)(h)				(149	)			4(b)				3,580
Goodwill			—					—						—								1,254				4(i)				1,254
Stockpiles and ore on leach pads			1,866					—						—								—								1,866
Deferred income tax assets			401					22						477				3(f)				(242	)			4(g)				658
Other non-current assets			642					156						(83	)			3(e)				—								715
Total assets		$	20,715				$	16,967					$	2,128							$	(2,552	)						$	37,258
LIABILITIES
Debt		$	626				$	400					$	—							$	(400	)			4(a)			$	626
Accounts payable			303					275						(5	)			3(e)				—								573
Employee-related benefits			305					93						—								—								398
Income and mining taxes payable			71					113						—								—								184
Lease and other financing obligations			27					7						—								—								34
																										4(c)
Other current liabilities			455					321						—								210				(d)(e)				986
Current liabilities			1,787					1,209						(5	)							(190	)							2,801
Debt			3,418					2,467						—								(473	)			4(a)(f)				5,412
Reclamation and remediation liabilities			2,481					581						(2	)			3(d)(e)				12				4(c)				3,072
Deferred income tax liabilities			612					2,289						(517	)			3(f)				47				4(e)(g)				2,431
Employee-related benefits			401					16						—								—								417
Lease and other financing obligations			190					230						—								43				4(f)				463
Other non-current liabilities			314					300						785				3(j)				381				4(c)(e)				1,780
Total liabilities			9,203					7,092						261								(180	)							16,376
Contingently redeemable noncontrolling interest			47					—						—								—								47
EQUITY
Common stock — $1.60 par value			855					—						—								455				4(h)				1,310
Authorized — 1,280 million shares
Outstanding shares - 820 million shares
Treasury stock — 2 million shares			(70	)				—						—								—								(70	)
Additional paid-in capital			9,618					18,248						—								(9,223	)			4(h)				18,643
Accumulated other comprehensive income (loss)			(284	)				(128	)					247				3(g)(k)				(119	)			4(h)				(284	)
Retained earnings			383					(8,245	)					1,620								6,515				4(h)				273
Stockholders’ equity			10,502					9,875						1,867								(2,372	)							19,872
Noncontrolling interests			963					—						—								—								963
Total equity			11,465					9,875						1,867								(2,372	)							20,835
Total liabilities and equity		$	20,715				$	16,967					$	2,128							$	(2,552	)						$	37,258

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The accompanying unaudited pro forma financial information presents the unaudited pro forma statement of operations and unaudited pro forma balance sheet of Newmont based on the historical audited consolidated financial statements of Newmont and Goldcorp after giving effect to the arrangement, and pro forma adjustments as described in these notes. Pro forma adjustments are included only to the extent they are (i) directly attributable to the arrangement, (ii) factually supportable, and (iii) with respect to the statement of operations only, expected to have a continuing impact on the combined results. The unaudited pro forma statements of operations do not reflect non-recurring expenses directly attributable to the arrangement, including fees to banks, attorneys, accountants and other professional advisors, and other transaction-related costs. However, the impacts of such expenses incurred subsequent to the balance sheet date are reflected in the unaudited pro forma balance sheet as accrued liabilities. This amount does not include estimates for fees that are not readily determinable or factually supportable. The unaudited pro forma statement of operations and the unaudited pro forma balance sheet give effect to the arrangement as if it had occurred on January 1, 2018, and December 31, 2018, respectively.

The historical audited consolidated financial statements of Newmont are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are shown in U.S. dollars. The historical audited consolidated financial statements of Goldcorp are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and are shown in U.S. dollars.

The arrangement will be accounted for using the acquisition method of accounting, which requires an allocation of the purchase price to the net assets acquired and liabilities assumed, based on their fair values as of the date of the arrangement. As of the date of this proxy statement, Newmont has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Goldcorp’s assets to be acquired and liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to convert Goldcorp’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and conform Goldcorp’s accounting policies to Newmont’s accounting policies. A final determination of the fair value of Goldcorp’s assets and liabilities, including property, plant and mine development, will be based on the actual property, plant and mine development of Goldcorp that exist as of the closing date of the arrangement and, therefore, cannot be made prior to the arrangement date. In addition, the value of the consideration to be paid by Newmont upon the consummation of the arrangement will be determined based on the closing price of Newmont’s common stock on the arrangement date. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information presented herein. Newmont has estimated the fair value of Goldcorp’s assets and liabilities based on discussions with Goldcorp’s management, preliminary valuation studies, due diligence and information presented in Goldcorp’s filings with the SEC. Until the arrangement is completed, both companies are limited in their ability to share certain information. Upon completion of the arrangement, a final determination of fair value of Goldcorp’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma balance sheet and unaudited pro forma statements of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

Purchase Consideration

The total preliminary estimated purchase price of approximately $9,497 million was determined as of February 15, 2019 based on Goldcorp’s issued and outstanding common shares and equity awards outstanding under Goldcorp’s incentive compensation plans that will be exchanged or ultimately be paid out in cash on or after the closing of the arrangement. The number of shares of Newmont common stock to be issued is based on the number of Goldcorp common shares outstanding multiplied by the 0.3280 exchange ratio, adjusted for fractional shares. The aggregate purchase price for unaudited pro forma financial information purposes will be based on the actual closing price per share of Newmont common stock on the closing date, which could differ materially from the assumed value disclosed in the notes to the unaudited pro forma financial information. For purposes of the unaudited pro forma

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financial information, such common stock and equity awards are assumed to remain outstanding as of the closing date of the arrangement. Further, no effect has been given to any other new Goldcorp common shares or other equity awards that may be issued or granted subsequent to the date of this proxy statement and before the closing date of the arrangement. In all cases in which Newmont’s closing stock price is a determining factor in arriving at the final purchase consideration, the stock price assumed for the total preliminary purchase price is the closing price of Newmont’s common stock on February 15, 2019 ($33.24 per share), the most recent date practicable in the preparation of this proxy statement. A hypothetical 15% change in Newmont’s closing stock price as of February 15, 2019, would have an approximate $1,421 million impact on the purchase price, which would result in $1,421 additional goodwill or a $167 million reduction in fair value of tangible assets and a potential gain from bargain purchase.

				Per			Purchase
(in millions, except share and per share data)		Shares		Share			Consideration
Stock Consideration
Shares of Newmont exchanged for Goldcorp outstanding common shares(1)		284,556,968		$	33.24			$	9,459
Share awards and options allocated to purchase consideration(2)									21
		284,556,968						$	9,480
Cash Consideration
Cash consideration payable for each Goldcorp outstanding common shares(3)		867,551,731		$	0.02			$	17
								$	17
Total Preliminary Purchase Price								$	9,497

(1)	Assumes that 285 million shares of Newmont common stock will be exchanged for 868 million shares of issued and outstanding Goldcorp common shares as of February 15, 2019. Goldcorp shareholders will receive 0.3280 of a share of Newmont common stock, par value $1.60 per share and $0.02 in cash for each share of Goldcorp common shares.
(2)	Assumes that the fair value of Goldcorp unvested share awards, which include 3.2 million restricted share units (“RSUs”), 0.9 million phantom RSUs and 1.7 million performance share units (“PSUs”) outstanding as of February 15, 2019, will either be exchanged for Newmont replacement RSUs or become payable in cash on the vesting date (PSUs or phantom RSUs) on the basis of the Equity Award Exchange Ratio (as defined in the arrangement agreement), a portion of which is allocated to purchase consideration based on pre-combination services provided. In addition, includes $6 million towards the fair value of 4.9 million options (the “Goldcorp options”) outstanding on February 15, 2019 that will remain outstanding on their existing terms and become exercisable for Newmont common shares on the basis of the Equity Award Exchange Ratio, all of which is allocated to purchase consideration. The fair value of the Goldcorp options is valued using the “Black Scholes” valuation model using industry standard practice and certain inputs specified in the plan of arrangement.
(3)	Assumes that $17 million in total cash consideration will be paid representing $0.02 per each of the 868 million issued and outstanding Goldcorp common shares as of February 15, 2019.

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Preliminary Purchase Price Allocation

The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed for purposes of the unaudited pro forma financial information as if the arrangement occurred on December 31, 2018:

	(in millions)
Preliminary purchase price allocation
Cash and cash equivalents		$	134
Trade receivables			91
Investments			228
Equity method investments			3,119
Inventories			423
Stockpiles and ore on leach pads			68
Property, plant & mine development			11,490
Goodwill			1,254
Deferred income tax assets			257
Other assets			376
Total Assets		$	17,440
Debt		$	2,874
Accounts payable			270
Employee-related benefits			109
Income and mining taxes payable			204
Lease and other financing obligations			280
Reclamation and remediation liabilities			675
Deferred income tax liabilities			1,819
Other liabilities			1,712
Total liabilities		$	7,943
Total Preliminary Purchase Price		$	9,497

The Goodwill balance is primarily attributed to the assembled workforce, operating synergies anticipated upon the integration of the operations of Newmont and Goldcorp, and potential strategic and financial benefits that include, the gold sector’s largest reserve and resource base, the benefits of additional revenue from other products such as silver, zinc, and copper, and the financial flexibility to execute capital priorities.

2. Goldcorp Historical Financial Statements

Goldcorp historical balances were derived from Goldcorp’s historical audited consolidated financial statements as described above and are presented under IFRS and are in U.S. dollars. The historical balances reflect certain reclassifications of Goldcorp’s consolidated statement of (loss) earnings and consolidated balance sheet categories to conform to Newmont’s presentation in its consolidated statement of operations and consolidated balance sheet. Further review may identify additional reclassifications that could have a material impact on the unaudited pro forma financial information of the combined company. The reclassifications identified and presented in the unaudited pro forma financial information are based on discussions with Goldcorp’s management, due diligence and information presented in Goldcorp’s filings with the SEC. Until the arrangement is completed, both companies are limited in their ability to share certain information. As of the date of this proxy statement, Newmont is not aware of any additional reclassifications that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma adjustments.

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The reclassifications are summarized below:

Goldcorp Financial Statement Line		Goldcorp Historical Amount						Reclassifications						Goldcorp Historical Reclassified Amount						Newmont Financial Statement Line
(in millions)
Income Statement for the year ended December 31, 2018
Revenues			$	3,032					$	—					$	3,032				Sales
Mine operating costs — Production costs				(1,794	)					25						(1,769	)			Costs applicable to sales
Mine operating costs — Depreciation and depletion				(983	)					—						(983	)			Depreciation and amortization
				—						(47	)					(47	)			Reclamation and remediation
Exploration, evaluation and project costs				(86	)					43						(43	)			Exploration
				—						(43	)					(43	)			Advanced projects, research and development
Share of net earnings related to associates and joint venture				83						—						83				Equity income (loss) of affiliates
Impairment of mining interest, net				(4,727	)					—						(4,727	)			Impairment of long-lived assets
Corporate administration				(131	)					—						(131	)			General and administrative
Finance costs				(145	)					22						(123	)			Interest expense, net of capitalized interest
Other (expense) income, net				(10	)					—						(10	)			Other income, net
Income tax recovery				612						—						612				Income and mining tax benefit
Net loss from continuing operations			$	(4,149	)				$	—					$	(4,149	)
Balance Sheet as of December 31, 2018
Assets																				Assets
Current: Cash and cash equivalents			$	134					$	—					$	134				Current: Cash and cash equivalents
Current: Short-term investments				38						—						38				Current: Investments
Current: Accounts receivable				91						—						91				Current: Trade receivables
Current: Inventories				491						(68	)					423				Current: Inventories
				—						68						68				Current: Stockpiles and ore on leach pads
Current: Sales and indirect taxes recoverable				228						—						228				Current: Other current assets
Current: Income taxes receivable				36						—						36				Current: Other current assets
Current: Other				39						—						39				Current: Other current assets
Mining interests — owned by subsidiaries and joint operation				12,910						—						12,910				Property, plant and mine development, net
Mining interests — Investments in associates and joint venture				2,632						—						2,632				Investments
Equity securities				190						—						190				Investments
Deferred income taxes				22						—						22				Deferred income tax assets
Other (non-current)				156						—						156				Other non-current assets
			$	16,967					$	—					$	16,967

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Goldcorp Financial Statement Line		Goldcorp Historical Amount						Reclassifications						Goldcorp Historical Reclassified Amount						Newmont Financial Statement Line
(in millions)
Liabilities																				Liabilities
Current: Accounts payable and accrued liabilities			$	596					$	(321	)				$	275				Current: Accounts payable
Current: Debt				400						—						400				Current: Debt
				—						93						93				Current: Employee-related benefits
Current: Income taxes payable				113						—						113				Current: Income and mining taxes payable
				—						7						7				Current: Lease and other financing obligations
Current: Provisions and other				100						221						321				Current: Other current liabilities
Deferred income taxes				2,289						—						2,289				Deferred income tax liabilities
				—						581						581				Reclamation and remediation liabilities
Debt				2,467						—						2,467				Debt
				—						16						16				Employee-related benefits
Deferred payment obligation				163						—						163				Other non-current liabilities
Finance lease obligations				230						—						230				Lease and other financing obligations (non-current)
Provisions				619						(590	)					29				Other non-current liabilities
Income taxes payable (non-current)				60						—						60				Other non-current liabilities
Other (non-current)				55						(7	)					48				Other non-current liabilities
				7,092						—						7,092
Shareholders’ equity																				Shareholders’ equity
Common shares, stock options and restricted share units				18,248						(18,248	)					—				Common stock
				—						18,248						18,248				Additional paid-in capital
Accumulated other comprehensive loss				(128	)					—						(128	)			Accumulated other comprehensive loss
Deficit				(8,245	)					—						(8,245	)			Retained earnings
			$	16,967					$	—					$	16,967

3. IFRS to U.S. GAAP Adjustments

IFRS differs in certain material respects from U.S. GAAP. The following material adjustments have been made to reflect Goldcorp’s historical audited consolidated statement of earnings and consolidated balance sheet on a U.S. GAAP basis for purposes of unaudited pro forma financial information. In addition, the material adjustments have been made to align Goldcorp’s historical significant accounting policies under IFRS to Newmont’s significant accounting policies under U.S. GAAP.

(a) Impairment of Long-Lived Assets

Under both U.S. GAAP and IFRS, long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired. Under U.S. GAAP, the asset group is first tested for recoverability by determining if its carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined to not be recoverable, an impairment expense is recorded for the excess of the asset group’s carrying amount over its fair value. Further, future reversal of a previously recognized impairment loss is prohibited.

Under IFRS, when an impairment indicator is determined to exist, an impairment expense is recorded for the excess of the cash generating unit carrying amount over the greater of its fair value less costs of disposal and its value in use. Impairment expense previously recorded is reversible in subsequent periods under certain conditions.

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The following table reflects the reversal of impairment expense recognized by Goldcorp under IFRS, after adjusting the carrying value of the property, plant and mine development for (i) the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense, (ii) reversing previous impairment expense recognized by Goldcorp, net of previous IFRS impairment expense reversals, (iii) reversing mine development and stripping costs capitalized by Goldcorp, as outlined in Note 3(b), and (iv) reversing proceeds from the sale of preproduction metal, net of operating costs, which were deducted against Property, plant, and mine development, net, as outlined in Note 3(h), that would not be recognized under U.S. GAAP.

		As of					For the year ended
(in millions)		December 31, 2018					December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development, net			$	627				$	—
Increase to deferred income tax liabilities				223					—
Condensed Statement of Operations
Decrease to impairment of long-lived assets				—					(787	)
Decrease to income and mining tax benefit (expense)			$	—				$	(150	)

(b) Mine Development and Stripping Costs

Under U.S. GAAP, Newmont capitalizes mine development costs, including the initial costs to remove overburden and waste in order to access the main ore body and before the production phase of the mine is achieved. After the production phase of a mine is achieved, stripping costs are included as variable production costs of stockpiles and ore on leach pads. Under IFRS, Goldcorp capitalizes mine development costs, including stripping costs to remove overburden and waste to access the main ore body, and in addition, Goldcorp continues to capitalize certain stripping costs after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

The following table reflects the reversal of mine development and stripping costs capitalized by Goldcorp for its consolidated subsidiaries and equity method investees, before mineralization is classified as proven and probable reserves and after the production phase of a mine is achieved, net of depreciation and amortization.

		As of						For the year ended
(in millions)		December 31, 2018						December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(12	)				$	—
Decrease to investments				(37	)					—
Decrease to deferred income tax liabilities				(4	)					—
Condensed Statement of Operations
Increase to cost applicable to sales				—						17
Increase to income and mining tax benefit (expense)				—						6
Decrease to equity income (loss) of affiliates			$	—					$	(10	)

(c) Depreciation and Amortization

Under U.S. GAAP, Newmont’s policy is to amortize certain mine development costs using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, Goldcorp includes estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

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The following table reflects the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense calculations.

		As of						For the year ended
(in millions)		December 31, 2018						December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(147	)				$	—
Decrease to deferred income tax liabilities				(56	)					—
Condensed Statement of Operations
Increase to depreciation and amortization				—						127
Increase to income and mining tax benefit (expense)			$	—					$	47

(d) Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of the asset retirement obligations is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

Under IFRS, reclamation and remediation liabilities are generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is remeasured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

The unaudited pro forma financial information does not reflect the impact of converting Goldcorp’s reclamation and remediation liabilities, capitalized asset retirement costs, and related reclamation and remediation expenses on a U.S. GAAP basis as it is impractical to re-estimate the impact of period-to-period revisions to the timing or amount of the original reclamation liability over historical periods using the layering approach and credit adjusted risk free rates. In addition, the impact of converting reclamation and remediation liabilities from IFRS to U.S. GAAP is not meaningful because, under the acquisition method of accounting, reclamation and remediation liabilities are recorded at fair value as of the closing date of the arrangement. Therefore, Newmont has reflected the adjustment to recognize Reclamation and remediation liabilities, and related capitalized asset retirement costs, at their estimated fair value on the arrangement closing date. Refer to Note 4(c) below for additional information.

(e) Joint Arrangements—Norte Abierto Project

Under U.S. GAAP, a joint venture is defined as an entity whose operations and activities are jointly controlled by its equity investors. Joint ventures are accounted for using the equity method of accounting. Proportionate consolidation is used in the oil and gas and mining and extractive industries, when working interest owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

IFRS addresses two types of joint arrangements: (1) joint operations and (2) joint ventures, both distinguished by the rights and obligations of the parties involved. In a joint operation, an entity has rights to the underlying assets and obligations for the liabilities of the arrangement and recognizes its share of the assets, liabilities, revenues, and expenses arising from its interest. In a joint venture, the equity method of accounting is used and requires the use of a separate legal entity. Unlike U.S. GAAP, the existence of a separate legal entity is not sufficient evidence to conclude that an arrangement is a joint venture.

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The following table reflects the impact of converting Goldcorp’s accounting for its interest in Norte Abierto from joint operations accounting under IFRS to the equity method of accounting under U.S. GAAP as of December 31, 2018. The impact to Equity income (loss) of affiliates in the unaudited pro forma statement of operations for the year ended December 31, 2018 is not material.

		As of
(in millions)		December 31, 2018
Condensed Balance Sheet
Decrease to property, plant and mine development, net			$	(589	)
Increase to investments				660
Decrease to other non-current assets				(83	)
Decrease to accounts payable				(5	)
Decrease to reclamation and remediation liabilities				(2	)
Decrease to deferred income tax liabilities			$	(5	)

(f) Income Taxes

Under U.S. GAAP, deferred taxes are recognized for temporary differences arising from the initial recognition of assets acquired or liabilities assumed. Under IFRS, deferred income taxes are not recorded for temporary differences arising from the initial recognition of an asset or liability in a transaction that (i) is not a business combination, and (ii) affects neither accounting nor taxable profit. The impact of recording deferred taxes on asset acquisitions under U.S. GAAP resulted in an increase to Deferred income tax liabilities of $431 million and a corresponding increase to Property, plant and mine development, net, of $431 million as of December 31, 2018.

Additionally, U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates. The impact of reversing deferred taxes on foreign nonmonetary liabilities resulted in a decrease to Deferred income tax liabilities of $1,107 million and an increase to Deferred income tax assets of $477 million as of December 31, 2018, and resulted in an increase to Income and mining tax benefit (expense) of $242 million for the year ended December 31, 2018.

The following table reflects the net increase (decrease) to deferred tax assets and deferred tax liabilities, respectively, relating to adjustments discussed in Note 3(a), 3(b), 3(c), 3(e), 3(f), and 3(h).

				As of
(in millions)		Note		December 31, 2018
Condensed Balance Sheet
Increase (decrease) to deferred tax assets due to:
Exchange rate changes and indexing for tax purposes		3(f)			$	477
Net increase to deferred tax assets					$	477
Increase (decrease) to deferred tax liabilities due to:
Impairment of long-lived assets		3(a)			$	223
Mine development and stripping costs		3(b)				(4	)
Depreciation and amortization		3(c)				(56	)
Joint arrangements - recognition of Norte Abierto as equity method investments		3(e)				(5	)
Initial recognition of asset acquisitions		3(f)				431
Exchange rate changes and indexing for tax purposes		3(f)				(1,107	)
Pre-production sales		3(h)				1
Net decrease to deferred tax liabilities					$	(517	)

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(g) Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income (FVTOCI) are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

This adjustment reflects the reversal of gains and losses recorded by Goldcorp for marketable equity securities classified as FVTOCI from Other comprehensive income into Other income of $106 million for the year ended December 31, 2018, and results in a reclassification of amounts recognized in Accumulated other comprehensive income (loss) to Retained earnings of $145 million as of December 31, 2018.

(h) Pre-production Sales

Under U.S. GAAP, proceeds from the sale of pre-production metal produced during commissioning of a processing facility are credited to other income, net of operating costs. However, sales of metal produced during the development phase of a mine where there is already an existing processing facility are recorded within sales and costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

The following table reflects the impact of reversing proceeds from the sale of metal produced during the development phase of a mine, net of allocated operating costs, for consolidated subsidiaries and equity method investees for the period ended December 31, 2018. The impact to sales in the unaudited pro forma statement of operations for the year ended December 31, 2018 is not material.

(in millions)		As of December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development, net			$	3
Increase to investments				13
Increase to deferred income tax liabilities			$	1

(i) By-Product versus Co-Product Revenue Accounting

Under Newmont’s accounting policy, a metal is considered a by-product when sales represent less than 10% to 20% of the total sales from all metals on a life-of-mine basis and revenue from by-product metal sales is recognized as a reduction to cost applicable to sales. Goldcorp’s accounting policy is to recognize proceeds from sales of all metals in sales.

The following table reflects the impact of reversing sales for certain metals that are considered by-products metals for the year ended December 31, 2018.

		For the year ended
(in millions)		December 31, 2018
Condensed Statement of Operations
Decrease to sales		$(66)
Decrease to cost applicable to sales		$(66)

(j) Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

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The following table reflects the impact of reversing the offset to Property, plant and mine development, net of Depreciation and amortization expense, by recognizing a liability for the same amount for the year-ended December 31, 2018 and the impact to Sales in the pro forma statement of operations for the year ended December 31, 2018.

		As of					For the year ended
(in millions)		December 31, 2018					December 31, 2018
Condensed Balance Sheet
Increase to property, plant and mine development			$	785				$	—
Increase to other non-current liabilities				785					—
Condensed Statement of Operations
Increase to sales				—					13
Increase to depreciation and amortization			$	—				$	13

(k) IFRS 1—First-time Adoption of International Financial Reporting Standards (“IFRS 1”)

Goldcorp adopted IFRS in accordance with IFRS 1 with a transition date of January 1, 2010 and its consolidated financial statements were prepared in accordance with IFRS standards and interpretations effective as of December 31, 2011. In accordance with IFRS 1, Goldcorp recognized $102 million cumulative translation difference from translating its Canadian operations prior to April 1, 2005 in opening retained earnings at January 1, 2010.

This adjustment reflects the reversal of $102 million cumulative translation difference recorded by Goldcorp in opening Retained earnings at January 1, 2010 to Accumulated other comprehensive income (loss) as of December 31, 2018.

Further review may identify additional IFRS to U.S. GAAP and accounting policy differences that, when conformed, could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Newmont is not aware of any other significant accounting policy differences that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma adjustments.

4. Purchase Accounting and Other Adjustments

The following adjustments have been made to the unaudited pro forma financial information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Newmont is not aware of any additional arrangement related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.

(a) Cash and Cash Equivalents and Debt

The net decrease in Cash and cash equivalents of $897 million represents the agreed-upon cash consideration for Goldcorp common shares at $0.02 per share for $17 million (Note 1), the repayment of Goldcorp’s $400 million term loan and the repayment of $480 million drawn on Goldcorp’s $3 billion revolving credit facility. See the section entitled “The Arrangement—Repayment of Goldcorp Debt” beginning on page 96 of this proxy statement. As a result of the planned repayment of Goldcorp’s term loan and termination of its revolving credit facility, net interest expense for the year ended December 31, 2018 decreased by $31 million.

(b) Property, Plant and Mine Development and Investments

The adjustments to decrease Property, plant and mine development, net and Investments by $2,518 million and $149 million, reflects the fair value estimate of property, plant, and mine development and equity method investments, respectively, as of December 31, 2018, and the related decrease to Depreciation and amortization of $300 million and increase to Equity income (loss) of affiliates of $12 million for the year ended December 31, 2018.

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(c) Reclamation and Remediation Liabilities

As discussed in Note 3(d), the increase to Reclamation and remediation liabilities of $17 million, of which $5 million is included in Other current liabilities, reflects an adjustment to recognize asset retirement obligation at fair value as of December 31, 2018. In addition, an increase of $40 million to Other non-current liabilities reflects an adjustment to recognize the fair value of incremental reclamation and remediation liabilities relating to an equity method investee with a nil carrying value as of December 31, 2018. As a result of the increases to the Reclamation and remediation liabilities, Reclamation and remediation expense for the year ended December 31, 2018 increased by $7 million.

(d) Accrued and Other Liabilities

The $110 million increase in accrued liabilities, included in Other current liabilities, and the corresponding offset to Retained earnings (see Note 4(h)) reflects estimated transaction expenses for banking, accounting, legal, and other professional fees associated with the arrangement. This amount does not include estimates for fees that are not readily determinable or factually supportable. These costs are excluded from the unaudited pro forma statements of operations as they are non-recurring charges directly attributable to the arrangement.

(e) Other Current and Non-Current Liabilities

As discussed in Note 3(j), the adjustment reflects the recognition of incremental fair value of liabilities relating to metal streaming contracts of $95 million and $150 million, included in Other current liabilities and Other non-current liabilities, respectively, for the year ended December 31, 2018. In addition, a decrease to Deferred tax liabilities of $238 million and an increase to income taxes payable of $191 million (included in Other non-current liabilities) has been recorded for the metal streaming contract and other tax liabilities as of December 31, 2018, respectively. As a result of the increase in other current and non-current liabilities, a net increase of $82 million to Sales has been recognized as a result of the amortization of the increased liabilities for the year ended December 31, 2018.

(f) Debt and Lease and Other Financing Obligations

The increase of $7 million to long-term debt reflects the adjustment to recognize Goldcorp’s assumed $1.0 billion and $1.5 billion notes at fair value, net of unamortized debt issuance costs of $13 million as of December 31, 2018. The increase of $43 million to Lease and other financing obligations reflects the adjustment to recognize Goldcorp’s finance lease obligations at fair value as of December 31, 2018. The aggregate impact to interest expense in the unaudited pro forma statement of operations from both the fair value adjustments to Debt and Lease and other financing obligations for the year ending December 31, 2018 is not material.

(g) Income Taxes

Deferred income taxes have been recognized based on the pro forma fair value adjustments to identifiable assets acquired and liabilities assumed using the marginal tax rate on a jurisdictional basis. The $285 million increase in Deferred tax liabilities and the $242 million decrease in Deferred tax assets reflect the preliminary estimate of deferred tax assets and liabilities recognized on the new book to tax basis differences of assets acquired and liabilities assumed, and have been recognized as part of Goodwill.

The estimated income and mining tax expense impact of the pro forma adjustments (except for net adjustments to interest expense) has been recognized based upon a blended federal and state statutory rate of 35 percent. The estimated tax rate of 22 percent has been applied to the pro forma adjustments to interest expense based on a preliminary analysis of the applicable rules for interest cost allocation required by tax regulations.

(h) Goldcorp Shareholders’ Equity

The adjustment reflects an adjustment of $11,742 million to eliminate Goldcorp’s historical stockholder’s equity, which represents the historical book value of Goldcorp’s net assets, as a result of the application of purchase accounting.

The adjustment reflects an increase of $455 million and decrease of $9,223 million to Common stock and Additional paid-in capital, respectively, to reflect the issuance of 284,556,968 shares of Newmont common stock with a par value of $1.60 per share to satisfy the issuance of 0.3280 of a share of Newmont common stock for

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each Goldcorp common share outstanding pursuant to the arrangement agreement, assuming a closing price of Newmont common stock on February 15, 2019 of $33.24 per share. In addition, Retained earnings and Accumulated other comprehensive income (loss) have been adjusted by $6,515 million and $119 million, respectively, to eliminate Goldcorp’s historical equity balances adjusted for IFRS to U.S. GAAP differences and purchase accounting and other pro forma adjustments as of December 31, 2018.

The table below reflects elimination of Goldcorp’s historical equity balances after adjustments for IFRS to U.S. GAAP differences and purchase accounting and other pro forma adjustments as of December 31, 2018.

(in millions)		Historical Newmont				Reclassified Historical Goldcorp						IFRS to U.S. GAAP Adjustments					Purchase Accounting Adjustments						Other Pro Forma Adjustments						Equity Adjustments						Notes		Pro Forma Combined
Common stock - $1.60 par value		$	855				$	—					$	—				$	—					$	—					$	455				(1)			$	1,310
Authorized - 1,280 million shares
Outstanding shares - 820 million shares
Treasury stock - 2 million shares			(70	)				—						—					—						—						—								(70	)
Additional paid-in capital			9,618					18,248						—					—						—						(9,223	)			(2)				18,643
Accumulated other comprehensive income (loss)			(284	)				(128	)					247					—						—						(119	)			(3)				(284	)
Retained earnings			383					(8,245	)					1,620					(2,972	)					(110	)					9,597				(4)				273
Stockholders’ equity		$	10,502				$	9,875					$	1,867				$	(2,972	)				$	(110	)				$	710							$	19,872

(i) Goodwill

Goodwill is calculated as the difference between the preliminary estimated purchase price and the fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The Company is continuing to value all assets acquired and liabilities assumed, and, upon completion of the arrangement, a final determination of fair value of Goldcorp’s assets and liabilities will be performed. Based on the preliminary purchase price allocation, the Company has allocated $1,254 million to Goodwill in the unaudited pro forma balance sheet. This amount may increase or decrease based on the final purchase price allocation. Goodwill recorded in connection with the merger will not be deductible for income tax purposes.

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(j) Earnings (Loss) Per Share

The pro forma combined diluted earnings (loss) per share presented below for the year ended December 31, 2018, reflects the adjustment to weighted average number of shares outstanding based on 0.328 of a share of Newmont common stock for each share of Goldcorp common shares outstanding as of February 15, 2019 and cash consideration as follows:

		For the year ended
(in millions)		December 31, 2018
Pro forma net income (loss) from continuing operations attributable to Newmont stockholders			$	(2,915	)
Pro forma basic and diluted weighted average Newmont shares outstanding				818
Pro forma basic and diluted earnings (loss) per share			$	(3.57	)

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UNAUDITED PRO FORMA PER SHARE DATA

The following table presents, as of the dates and for the periods indicated, selected historical unaudited pro forma consolidated financial information per share of Newmont common stock and Goldcorp common shares. You should read this information in conjunction with, and the information is qualified in its entirety by, the consolidated financial statements of Newmont and notes thereto incorporated by reference into this proxy statement and the consolidated financial statements of Goldcorp and notes thereto incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

The following pro forma information has been prepared in accordance with the rules and regulations of the SEC and accordingly includes the effects of acquisition accounting. It does not reflect cost savings, synergies or certain other adjustments that may result from the arrangement. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or equivalent pro forma amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the arrangement had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and arrangement-related costs, or other factors that may result as a consequence of the arrangement and, accordingly, does not attempt to predict or suggest future results.

The following table assumes the issuance of approximately 285 million shares of Newmont common stock in connection with the arrangement, which is the number of shares issuable by Newmont in connection with the arrangement assuming the arrangement occurred on January 1, 2018 and based on the number of outstanding Goldcorp common shares at that time. As discussed in this proxy statement, the actual number of shares of Newmont common stock issuable under the arrangement will be adjusted based on the number of Goldcorp common shares outstanding at the completion of the arrangement. The pro forma data in the table assumes that the arrangement occurred on January 1, 2018 for income statement purposes and on December 31, 2018 for balance sheet purposes, and that the arrangement is accounted for as a business combination.

													Pro forma Newmont and
		Newmont					Goldcorp						Goldcorp Consolidated
		As of and for the					As of and for the						As of and for the
		year ended					year ended						year ended
(in millions)		December 31, 2018					December 31, 2018						December 31, 2018
Income (loss) from continuing operations per common share
Basic			$	0.53				$	(4.77	)				$	(3.57	)
Diluted				0.53					(4.77	)					(3.57	)
Shares used in calculating basic and diluted income (loss) from continuing operations per common share
Basic				533					869						818
Diluted				535					869						818
Book Value per share			$	22				$	11					$	25

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement, before making a decision on the amendment proposal or the share issuance proposal presented. As a stockholder of Newmont following the consummation of the arrangement, you will be subject to all risks inherent in the business of Newmont in addition to the risks relating to Goldcorp. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of Newmont and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement. For information regarding the documents incorporated into this proxy statement by reference, see the section entitled “Where You Can Find More Information” beginning on page 125 of this proxy statement.

RISKS RELATING TO THE ARRANGEMENT

The arrangement is subject to satisfaction or waiver of several conditions.

The arrangement is conditional upon, among other things, approval of the issuance of the Newmont common stock to Goldcorp shareholders in exchange for their Goldcorp common shares (the “consideration shares”) pursuant to the arrangement agreement and approval of the amendment proposal by Newmont stockholders, approval of the arrangement by the Goldcorp shareholders, and Newmont and Goldcorp having obtained all government or regulatory approvals required by law, policy or practice, including, without limitation, approval of competition or antitrust and/or foreign investment authorities in Canada, Mexico and South Korea. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the arrangement. There can be no assurance that any or all such approvals will be obtained.

The arrangement agreement may be terminated in certain circumstances.

Each of Newmont and Goldcorp has the right to terminate the arrangement agreement in certain circumstances. Failure to complete the arrangement could negatively impact the trading price of our common stock or otherwise adversely affect Newmont’s business.

If the arrangement is not consummated by July 31, 2019, either Goldcorp or Newmont may choose not to proceed with the arrangement.

Either Goldcorp or Newmont may terminate the arrangement agreement if the arrangement has not been completed by July 31, 2019 (subject to extension to obtain certain key regulatory approvals) and the parties do not mutually agree to extend the arrangement agreement. See “The Arrangement Agreement and the Plan of Arrangement—Termination of the Arrangement Agreement” beginning on page 117 in this proxy statement.

The issuance of a significant number of shares of Newmont common stock and a resulting “market overhang” could adversely affect the market price of shares of Newmont common stock after completion of the arrangement.

On completion of the arrangement, a significant number of additional shares of our common stock will be issued and available for trading in the public market. The increase in the number of shares of our common stock may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, shares of our common stock.

We do not currently control Goldcorp and its subsidiaries.

We will not control Goldcorp and its subsidiaries until completion of the arrangement and the business and results of operations of Goldcorp may be adversely affected by events that are outside of our control during the intervening period. The performance of Goldcorp may be influenced by, among other factors, economic downturns, changes in commodity prices, political instability in the countries in which Goldcorp operates, changes in applicable laws, expropriation, increased environmental regulation, volatility in the financial markets, unfavorable regulatory decisions, litigation, rising costs, civic and labor unrest, disagreements with joint venture partners, delays in ongoing exploration and development projects and other factors beyond our control. As a result of any one or more of these factors, among others, the operations and financial performance of Goldcorp may be negatively affected, which may adversely affect the future financial results of the combined company.

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We will incur substantial transaction fees and costs in connection with the arrangement.

We have incurred and expect to incur additional material non-recurring expenses in connection with the arrangement and completion of the transactions contemplated by the arrangement agreement, including, among others, costs relating to obtaining required shareholder and regulatory approvals. Additional unanticipated costs may be incurred in the course of coordinating the businesses of the combined company after completion of the arrangement. If the arrangement is not consummated, we will be required to pay certain costs relating to the arrangement incurred prior to the date the arrangement is abandoned, such as legal, accounting, financial advisory, proxy solicitation and printing fees. Such costs may be significant and could have an adverse effect on our future results of operations, cash flows and financial condition.

We may be required to pay a termination fee.

If the arrangement is not completed as a result of, among other reasons, a change in recommendation by us or a breach of a representation or warranty made by us in the arrangement agreement and prior to termination there is an acquisition proposal for us announced and within 12 months we enter into an agreement or consummate an acquisition proposal, we will be required to pay a termination fee of $650 million to Goldcorp in connection with the termination of the arrangement agreement. If the termination fee is ultimately required to be paid to Goldcorp, the payment of such fee will have an adverse impact on our financial results.

Goldcorp and Newmont may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the arrangement.

Goldcorp and Newmont may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Newmont or Goldcorp seeking to restrain the arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the arrangement, then that injunction may delay or prevent the arrangement from being completed.

In addition, political and public attitudes towards the arrangement could result in negative press coverage and other adverse public statements affecting Newmont and Goldcorp. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Newmont’s or Goldcorp’s share price.

Upon completion of the arrangement, each Goldcorp common share will be converted into the right to receive 0.3280 of a share of Newmont common stock and $0.02 in cash. This exchange ratio was fixed in the arrangement agreement and will not be adjusted to reflect changes in the market price of either Goldcorp common shares or Newmont common stock before the arrangement is completed. Stock price changes may result from a variety of factors (many of which are beyond Newmont’s and Goldcorp’s control), including the following:

●	changes in Newmont’s and Goldcorp’s respective businesses, operations and prospects;
●	investor behavior and strategies, including market assessments of the likelihood that the arrangement will be completed, including related considerations regarding court approval and regulatory clearance of the arrangement;
●	interest rates, general market and economic conditions and other factors generally affecting the price of Newmont’s and Goldcorp’s shares; and
●	federal, state and local legislation, governmental regulation and legal developments in the businesses in which Newmont and Goldcorp operate.

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The price of Newmont’s common stock at the completion of the arrangement will vary from its price on the date the arrangement agreement was executed, the date of this proxy statement and the date of the special meeting. As a result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of Newmont common stock during the period from January 11, 2019, the last trading day before public announcement of the arrangement, through February 20, 2019, the latest practicable date before the date of this proxy statement, the exchange ratio represented a market value ranging from a low of $10.06 to a high of $11.76 for each Goldcorp common share.

Newmont stockholders will experience reduction of the percentage of their equity and voting interests as a result of the stock issuance.

In connection with the arrangement, Newmont is expected to issue approximately 285 million shares of its common stock to Goldcorp shareholders. Immediately following the completion of the arrangement, former Goldcorp shareholders will own collectively approximately 35% of the total number of shares of the combined company’s outstanding common stock and the existing stockholders of Newmont will own approximately 65% of the outstanding common stock of the combined company. Accordingly, the issuance of Newmont common stock to Goldcorp shareholders will have the effect of reducing the percentage of equity and voting interest held by each of Newmont’s existing stockholders. Consequently, Newmont stockholders as a group will have less influence over the management and policies of the combined company after the arrangement than they currently exercise.

The arrangement could negatively affect the price of our common stock as a result of market response to the arrangement, significant delays in the consummation of the arrangement or the termination of the arrangement agreement.

The market price of our common stock may vary significantly from the price on the date of the arrangement agreement. Negative market response to the arrangement or any significant delays in the consummation of the arrangement could negatively affect our stock price. In addition, there can be no assurance that the conditions to the consummation of the arrangement will be satisfied in a timely manner or at all. If the arrangement is not consummated or is delayed, the market price of our common stock may decline significantly, particularly to the extent the market price reflects a market assumption that the arrangement will be consummated or will be consummated in a particular timeframe.

Stock price changes may result from a variety of factors that are beyond our control, including:

●	market reaction to the announcement of the arrangement and market assessment of the likelihood of the arrangement being consummated;
●	changes in the respective businesses, operations or prospects of Newmont or Goldcorp, including their respective ability to meet earnings estimates;
●	governmental or litigation developments or regulatory considerations affecting Newmont or Goldcorp or the mining industry;
●	general business, market, industry or economic conditions;
●	the worldwide supply/demand balance for gold and copper and the prevailing commodity price environment; and
●	other factors beyond our control, including those described elsewhere in, or incorporated by reference into, this “Risk Factors” section.

RISK FACTORS ON COMPLETION OF THE ARRANGEMENT

Significant demands will be placed on the combined company as a result of the arrangement.

As a result of the pursuit and completion of the arrangement, significant demands will be placed on the managerial, operational and financial personnel and systems of the combined company. We cannot provide any assurance that the systems, procedures and controls of Newmont and Goldcorp will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the arrangement. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions, to integrate the acquisition of Goldcorp, to implement a new business strategy and to improve its operational and financial controls and reporting systems.

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We may not realize the anticipated benefits of the arrangement and the integration of Goldcorp may not occur as planned.

The arrangement has been agreed with the expectation that its completion will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for the combined company. These anticipated benefits will depend in part on whether Goldcorp’s and Newmont’s operations can be integrated in an efficient and effective manner. A significant number of operational and strategic decisions and certain staffing decisions with respect to integration of the two companies have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees.

The performance of the combined company’s operations after completion of the arrangement could be adversely affected if, among other things, the combined company is not able to achieve the anticipated savings and synergies expected to be realized in entering the arrangement, or retain key employees to assist in the integration and operation of Goldcorp and Newmont. The consummation of the arrangement may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of each company. Although Newmont and its advisors have conducted due diligence on the operations of Goldcorp, there can be no guarantee that Newmont is aware of any and all liabilities of Goldcorp. As a result of these factors, it is possible that certain benefits expected from the combination of Goldcorp and Newmont may not be realized.

Goldcorp’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Our reserve estimates have been prepared in accordance with Industry Guide 7 published by the SEC. We have not been involved in the preparation of Goldcorp’s mineral reserve and mineral resource estimates. Goldcorp’s mineral reserves and mineral resource estimates were prepared in accordance with the disclosure standards of National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification system under Canadian securities laws, which differ from the requirements of United States securities laws.

Industry Guide 7 and NI 43-101 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. The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed in accordance with, NI 43-101, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. “Inferred mineral resources” under NI 43-101 have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. By contrast, 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.

Expectations regarding the combined mineral reserves and mineral resources of Newmont and Goldcorp following the closing of the arrangement will remain subject to adjustment, pending continuing review of Goldcorp’s mineral resources in accordance with SEC Industry Guide 7 standards. Future adjustment may occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors.

The Newmont board of directors and Newmont’s financial advisors considered financial projections in connection with the arrangement. Actual performance of Newmont and Goldcorp may differ materially from these projections.

The Newmont board of directors and Citi, BMOCM and Goldman Sachs (together with Citi and BMOCM, “Newmont’s financial advisors”) considered, among other things, certain projections with respect to each of Newmont (the “Newmont projections”), Goldcorp (the “adjusted Goldcorp projections”) and the combined company following the completion of the arrangement (the “combined pro forma projections” and, together with the Newmont projections

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and the adjusted Goldcorp projections, the “projections”) prepared by Newmont management. All such projections were based on assumptions and information available at the time such projections were prepared. Newmont and its advisors do not know whether the assumptions made will be realized. Such information can be adversely affected by known or unknown risks and uncertainties, many of which are beyond Newmont’s and Goldcorp’s control. Further, financial forecasts of this type are based on estimates and assumptions that are inherently subject to risks and other factors such as company performance, geological uncertainties, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Newmont and Goldcorp, including the factors described in this “Risk Factors” section and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 49 of this proxy statement, which factors and changes may impact such forecasts or the underlying assumptions. As a result of these contingencies, there can be no assurance that the financial and other projections will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the projections in this proxy statement, and the references in this proxy statement should not be regarded as an indication that Newmont, its board of directors, or any of its advisors or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The projections were prepared for internal use and to, among other things, assist Newmont and its advisors in evaluating the transaction. The Newmont projections were not prepared with a view toward public disclosure or toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Ernst & Young, Newmont’s independent registered public accounting firm, has not examined, compiled or performed any procedures with respect to the projections.

In addition, the projections have not been updated or revised to reflect information or results after the date that such financial and other forecasts were prepared or as of the date of this proxy statement. Except as required by applicable securities laws, Newmont does not intend to update or otherwise revise its financial and other forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The unaudited pro forma consolidated financial information of Newmont and Goldcorp is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the arrangement.

The unaudited pro forma consolidated financial information included in this proxy statement are presented for illustrative purposes only to show the effect of the arrangement, and should not be considered to be an indication of the financial condition or results of operations of the combined company following the arrangement. For example, the pro forma consolidated financial information have been prepared using the consolidated historical financial statements of Newmont and of Goldcorp and do not represent a financial forecast or projection. In addition, the pro forma consolidated financial information included in this proxy statement are based in part on certain assumptions regarding the arrangement. In addition, certain adjustments and assumptions have been made regarding the combined company after giving effect to the arrangement. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy, and other factors may affect the combined company’s results of operations or financial condition following the arrangement.

In preparing the pro forma consolidated financial information contained in this proxy statement, we have given effect to, among other things, the completion of the arrangement and the issuance of the consideration shares. The unaudited pro forma consolidated financial information does not reflect all of the costs that are expected to be incurred by us in connection with the arrangement. For example, the impact of any incremental costs incurred in integrating Newmont and Goldcorp is not reflected in the pro forma consolidated financial information. See the notes to the unaudited pro forma consolidated financial statements of Newmont and Goldcorp included in “Unaudited Pro Forma Consolidated Financial Information” beginning on page 24 of this proxy statement.

Accordingly, the historical and pro forma consolidated financial information included in this proxy statement does not necessarily represent the combined company’s results of operations and financial condition had Newmont and Goldcorp operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following the arrangement.

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The actual financial condition and results of operations of the combined company following the arrangement may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the arrangement. Any potential decline in the combined company’s financial condition or results of operations may cause a significant decrease in our stock price.

The opinions obtained by Newmont from its financial advisors as to the fairness of the consideration, from a financial point of view, to Newmont only speak as of the date of such opinions, and will not be updated to reflect changes in circumstances from the signing of the arrangement agreement in January 2019 through the closing of the arrangement.

Newmont’s financial advisors presented their respective financial analyses to the Newmont board of directors and also delivered their respective oral opinions, which were subsequently confirmed in writing, that as of the dates of and based on the factors described in the written opinions, the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement was fair, from a financial point of view, to Newmont. However, Newmont has not obtained updated opinions from its financial advisors as of the date of this proxy statement, and Newmont does not anticipate asking its financial advisors to update their opinions. In rendering their opinions, Citi, BMOCM and Goldman Sachs made judgments and, with the consent of Newmont, assumptions with regard to industry performance, general business, market and financial conditions and other matters that are beyond the control of Newmont and Goldcorp. These include, among other things, the impact of competition on the businesses of Newmont and Goldcorp, the industry generally, industry growth, the absence of any material adverse change in the financial condition and prospects of Newmont and Goldcorp, and the industry and financial markets in general, any of which could affect the public trading value of Newmont common stock by the time the arrangement is completed.

Because the opinions were issued in connection with the signing of the arrangement agreement and will not be updated, the opinions will not address the fairness to Newmont, from a financial point of view, of the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement at the time the arrangement is completed or as of any date other than the date of the opinions. The opinions also do not address the prices at which Newmont common stock will trade at any time. The opinions that Newmont received from Citi, BMOCM and Goldman Sachs are attached as Annexes E, F and G to this proxy statement. For a description of the opinions, see the section entitled “The Arrangement—Opinions of Newmont’s Financial Advisors to the Newmont Board of Directors” beginning on page 66 of this proxy statement.

The combined company will face political risks in new jurisdictions.

Goldcorp’s principal operations, development and exploration activities and significant investments are held in Canada, Mexico, Chile, Argentina, and the Dominican Republic, some of which may be considered to have an increased degree of political and sovereign risk. Any material adverse changes in government policies or legislation of such countries or any other country that Goldcorp has economic interests in that affect mining or mineral exploration activities may affect the viability and profitability of the combined company following the arrangement.

While the governments in Canada, Mexico, Chile, Argentina, the Dominican Republic and other countries in which Goldcorp has mining operations or development or exploration projects have historically supported the development of natural resources by foreign companies, there is no assurance that such governments will not in the future adopt different regulations policies or interpretations with respect to, but not limited to, foreign ownership of mineral resources, royalty rates, taxation, rates of exchange, environmental protection, labor relations, repatriation of income or return of capital, restrictions on production or processing, price controls, export controls, currency remittance, or the obligations of Goldcorp under its respective mining codes and stability conventions. The possibility that such governments may adopt substantially different policies or interpretations, which might extend to the expropriation of assets, may have a material adverse effect on the combined company following the arrangement. Political risk also includes the possibility of terrorism, civil or labor disturbances and political instability. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorizations nor can assurance be given that such exploration and mining authorizations will not be challenged or impugned by third parties. The effect of any of these factors may have a material adverse effect on the combined company’s results of operations and financial condition.

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The consummation of the arrangement may result in one or more ratings organizations taking actions which may adversely affect the combined company’s business, financial condition and operating results, as well as the market price of our common stock.

Rating organizations regularly analyze the financial performance and condition of companies and may reevaluate the combined company’s credit ratings following the consummation of the arrangement. Factors that may impact the combined company’s credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. If a ratings downgrade were to occur in connection with the arrangement, the combined company could experience higher borrowing costs in the future and more restrictive covenants which would reduce profitability and diminish operational flexibility. We cannot provide assurance that any of our current ratings will remain in effect following the consummation of the arrangement for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances so warrant.

Increased exposure to foreign exchange fluctuations and capital controls may adversely affect the combined company’s earnings and the value of some of the combined company’s assets.

Our reporting currency is the US dollar and the majority of our earnings and cash flows are denominated in US dollars. The operations of Goldcorp are also conducted in US dollars, but Goldcorp conducts some of its business in currencies other than the US dollar and, as a result, following the arrangement, the combined company’s consolidated earnings and cash flows may be impacted by movements in the exchange rates to a greater extent than prior to the arrangement. In particular, any change in the value of the currencies of the Canadian Dollar, the Mexican Peso, the Dominican Peso, the Argentine Peso, or the Chilean Peso versus the US dollar following the arrangement could negatively impact the combined company’s earnings, and could negatively impact the combined company’s ability to realize all of the anticipated benefits of the arrangement.

In addition, from time to time, emerging market countries such as those in which the combined company will operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets countries require consents or reporting processes before local currency earnings can be converted into US dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on the combined company, reduction of the immediately available capital that the combined company could otherwise deploy for investment opportunities or the payment of expenses. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for the combined company.

New legislation and tax risks in certain Goldcorp operating jurisdictions.

Goldcorp has operations and conducts business in multiple jurisdictions in which we do not currently operate or conduct business, which may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course, which could result in an increase in Goldcorp’s taxes, or other governmental charges, duties or impositions, or an unreasonable delay in the refund of certain taxes owing to Goldcorp. No assurance can be given that new tax laws, rules or regulations will not be enacted or that existing tax laws will not be changed, interpreted or applied in a manner that could result in the combined company’s profits being subject to additional taxation, result in the combined company not recovering certain taxes on a timely basis or at all, or that could otherwise have a material adverse effect on the combined company.

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Failure by Goldcorp to comply with applicable laws prior to the arrangement could subject the combined company to penalties and other adverse consequences following the arrangement.

We are subject to the provisions of the US Foreign Corrupt Practices Act. Goldcorp is subject to the US Foreign Corrupt Practices Act and the Corruption of Foreign Public Officials Act (Canada). The foregoing laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In addition, such laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting. There can be no assurance that either party’s internal control policies and procedures, compliance mechanisms or monitoring programs will protect it from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation. Following the arrangement, the combined company may be responsible for any liability in respect of any of the foregoing attributable to Goldcorp prior to the arrangement. A failure by Newmont or Goldcorp to comply with anti-bribery and anti-corruption legislation could result in severe criminal or civil sanctions, and may subject the combined company to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement. Investigations by governmental authorities could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement.

Goldcorp is also subject to a wide variety of laws relating to the environment, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other matters in the jurisdictions in which it operates. A failure by Goldcorp to comply with any such legislation prior to the arrangement could result in severe criminal or civil sanctions, and may subject the combined company to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement. The compliance mechanisms and monitoring programs adopted and implemented by Goldcorp prior to the arrangement may not adequately prevent or detect possible violations of such applicable laws. Investigations by governmental authorities could also have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the combined company following the arrangement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and other documents incorporated by reference into this proxy statement contain or may contain “forward-looking statements.” 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 proxy may include, without limitation:

●	statements relating to Newmont’s planned acquisition of Goldcorp and the expected terms, timing and closing of the arrangement, including receipt of required approvals and satisfaction of other customary closing conditions;
●	estimates of future production, including expected annual production range;
●	estimates of future costs applicable to sales and all-in sustaining costs;
●	estimates of future capital expenditures;
●	estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies;
●	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, and schedule;
●	expectations regarding future investments or divestitures, including anticipated divestitures over the next two years;
●	expectations of future dividends and returns to stockholders;
●	expectations of future balance sheet strength and credit ratings;
●	expectations of future equity and enterprise value;
●	expected listing of Newmont common stock on the NYSE and the TSX; and
●	expectations of future plans and benefits.

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:

●	there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions;
●	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;
●	political developments in any jurisdiction in which Newmont and Goldcorp operate being consistent with its current expectations;
●	certain exchange rate assumptions for the Australian dollar or the Canadian dollar to the US dollar, as well as other the exchange rates being approximately consistent with current levels;
●	certain price assumptions for gold, copper, silver, lead and oil;
●	prices for key supplies being approximately consistent with current levels;
●	the accuracy of current mineral reserve, mineral resource and mineralized material estimates; and
●	other planning assumptions.

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Risks relating to forward-looking statements in regard to the Company’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;
●	variances in ore grade or recovery rates from those assumed in mining plans; and
●	political risk, community relations, conflict resolution, governmental regulation and judicial outcomes.

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 arrangement; the risk associated with Newmont’s and Goldcorp’s ability to obtain the approval of the arrangement by their shareholders required to consummate the arrangement and the timing of the closing of the arrangement, 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 arrangement 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 “Risk Factors” beginning on page 41 of this proxy statement, Newmont’s 2018 Annual Report on Form 10-K, filed with the SEC as well as Newmont’s other SEC filings incorporated by reference in this proxy statement, as well as Goldcorp’s filings incorporated by reference in this proxy statement. Newmont does 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 proxy statement, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement.

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THE SPECIAL MEETING

DATE, TIME AND PLACE

The special meeting of Newmont stockholders will take place at          a.m. local time, immediately preceding the 2019 annual meeting, on          , 2019, unless adjourned or postponed to a later date, at          .

MATTERS TO BE CONSIDERED

At the special meeting, the holders of Newmont’s common stock, par value $1.60 per share, will be asked to consider and vote on the following three proposals:

1.	to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the “amendment proposal”);
2.	to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the “share issuance proposal”); and
3.	subject to the provisions of the arrangement agreement, to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

BOARD RECOMMENDATION

After determining that it is advisable and in the best interests of Newmont and its stockholders to consummate the arrangement as contemplated by the arrangement agreement, the Newmont board of directors unanimously authorized, approved, and declared advisable the issuance of shares of Newmont common stock. Accordingly, the Newmont board of directors unanimously recommends that Newmont stockholders vote “FOR” each of the foregoing proposals.

The Newmont stockholders can cast separate votes on each proposal.

There are certain risks associated with the arrangement. See “Risk Factors” beginning on page 41 of this proxy statement for more information regarding such risks. Newmont stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the arrangement. In particular, Newmont stockholders are directed to the arrangement agreement, which is attached as Annex A to this proxy statement.

RECORD DATE; OUTSTANDING SHARES; SHARES ENTITLED TO VOTE

The Newmont board of directors has fixed the close of business on          , 2019 as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting. Only stockholders of record of shares of Newmont common stock as of the close of business on the record date will receive notice of, and be entitled to vote at, the special meeting and any adjournments, postponements or continuations of the special meeting.

As of the close of business on the record date for the special meeting, there were          shares of Newmont common stock outstanding and held by approximately          holders of record. Each stockholder is entitled to one vote at the special meeting for each share of Newmont common stock held by that stockholder at the close of business on the record date. Newmont’s common stock is the only security the holders of which are entitled to notice of, and to vote at, the special meeting.

If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that organization to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting.

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QUORUM

The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” includes all shares of common stock entitled to vote at the special meeting. A quorum must be present in order for there to be a vote on the amendment proposal and the share issuance proposal. It is important that Newmont stockholders vote promptly so that their shares are counted toward the quorum.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the special meeting. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the special meeting is considered “non-routine,” such organizations do not have discretion to vote on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on either of the proposals. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to a proposal but not with respect to the other proposals, your shares will be considered present at the special meeting, be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal, but will not be voted with respect to the other proposals.

Newmont may seek to adjourn the special meeting if a quorum is not present at the meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table reflects certain information known to Newmont as to Newmont common stock beneficially owned by: (i) each current director, (ii) each named executive officer, and (iii) all current directors and executive officers of Newmont as a group. The address for each of the named individuals below is c/o Newmont Mining Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111. Such information is presented as of February 20, 2019, except as otherwise noted.

No director or executive officer (a) beneficially owned more than 1% of the outstanding shares of Newmont common stock or (b) shares voting power in excess of 1% of the voting power of Newmont’s outstanding capital stock. Each director and executive officer has sole voting power and dispositive power with respect to all shares beneficially owned by them, except as set forth below. It is expected that Newmont’s directors and executive officers will vote “FOR” each of the proposals. Additionally, on January 14, 2019, in connection with the signing of the arrangement agreement, Goldcorp entered into support and voting agreements with Newmont’s directors and certain members of Newmont’s executive leadership team, as described in the section entitled “The Support and Voting Agreements” beginning on page 120 of this proxy statement.

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				Restricted Stock,
				Restricted Stock						Beneficial
		Common		Units and Director				Option		Ownership
Names of		Stock		Stock Units(1)(2)				Shares(3)		Total
Non-Employee Directors
Gregory H. Boyce		—			21,086			—		21,086
Bruce R. Brook		24,933			8,643			—		33,576
J. Kofi Bucknor		23,383			8,643			—		32,026
Joseph A. Carrabba		—			43,529			—		43,529
Noreen Doyle		—			45,844			—		45,844
Veronica Hagen		—			45,844			—		45,844
Sheri E. Hickok		—			7,479			—		7,479
René Médori		—			3,933			—		3,933
Jane Nelson		—			33,576			—		33,576
Julio M. Quintana		—			21,086			—		21,086
Molly P. Zhang		—			7,479			—		7,479
Named Executive Officers
Gary Goldberg(4)		523,788			575,075			—		1,098,863
Nancy Buese(5)		29,262			14,625			—