Published: May 15, 2023 | Share This

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Newmont Corporation has entered into a binding scheme implementation deed (SID) under which Newmont will acquire 100 percent of the issued share capital in Newcrest by way of an Australian court-approved scheme of arrangement.

“The combination of Newmont and Newcrest represents an exceptional value proposition for shareholders and other stakeholders. It creates an industry-leading portfolio with a multi-decade gold and copper production profile in the world’s most favorable mining jurisdictions,” said Tom Palmer, president and CEO of Newmont.

“Following a robust due diligence process, we have identified a number of opportunities to unlock substantial value and will apply our experience and expertise to Newcrest’s complementary and exceptional portfolio of long-life, low-cost gold and copper assets. Leveraging our experience from the acquisition of Goldcorp four years ago, we are positioned to deliver an estimated $500 million in annual synergies and an estimated $2 billion in incremental cash flow from portfolio optimization opportunities, both part of our strategy to maximize value for shareholders and other stakeholders,” added Palmer.

“This transaction also increases Newmont’s annual copper production — a metal vital for the new energy economy — and adds nearly 50 billion pounds of copper reserves and resources from Newcrest to our robust and balanced portfolio. We intend to quickly realize these opportunities to create superior value for our shareholders, workforce, host communities, and governments,” concluded Palmer.

“This transaction combines two of the world’s leading gold producers, bringing forward significant value to Newcrest shareholders through the recognition of our outstanding growth pipeline. In addition to the ongoing benefits of merging these premier portfolios, the combined group will set a new benchmark in gold production while benefitting from a material and growing exposure to copper and a market leading position in safety and sustainability,” said Newcrest’s Chairman, Peter Tomsett.

“The Newcrest board is unanimously recommending the proposal. We are very proud of the entire Newcrest team for building a world class metals business, which will form a key part of the combined group. We believe our shareholders and other stakeholders can look forward to an exciting and prosperous future,” added Tomsett.

TRANSACTION RATIONALE

• The New Sustainability Standard

For the last eight years, Newmont has been recognized as the top gold miner in the Dow Jones Sustainability Index, and regularly ranks as the most transparent company for sustainability disclosure in the S&P 500. Beyond Newcrest’s well-established sustainability credentials and top quartile industry ranking, Newmont will apply its proven sustainability practices and leadership to Newcrest’s assets by:
• Bringing a clear focus on mitigating safety risks along with visible, felt leadership in the field to drive a fatality
  free business
• Building on Newmont’s sustainability leadership and commitment to meaningful social engagement based on
  inclusion, transparency and integrity in order to be the partner of choice for governments, host communities,
  suppliers and workforce
• Remaining committed to Newmont’s leading environmental stewardship practices and climate goals
• Creating a diverse, inclusive and equitable workplace where everyone is welcome, attracting and retaining the
  breadth of skills and innovation needed to continuously improve performance

• World-Class Portfolio

This acquisition would create a world-class portfolio of assets with the highest concentration of tier 1 operations, primarily in favorable, low-risk mining jurisdictions. Supported by this portfolio, Newmont will be well-positioned to generate strong, stable, and lasting returns with best-in-class sustainability performance, well into the future.

Through the combination of high-quality operations, projects and reserves, this portfolio is expected to deliver:
• Outstanding depth and breadth of global production focused across stable mining jurisdictions
• An extensive portfolio of greenfield and brownfield growth options from the industry’s largest reserve and
  resource base
• Meaningful increase in copper reserves, a critical metal in facilitating the transition to a new energy economy
• Maintaining a disciplined approach to mine planning and project development at reserve gold pricing, creating a
  resilient business to maximize long-term returns

• Delivering Synergies

The combined business would be immediately supported by Newmont’s scalable, integrated operating model with a deep bench of experienced leaders, subject matter experts and existing regional teams in Australia and Canada. Further value creation opportunities are anticipated as the Newcrest portfolio is fully integrated into Newmont, bringing together the industry’s best talent and processes across two key mining jurisdictions, including, among other things, the benefits from the experience of Newcrest’s world-class block caving team.

GOVERNANCE

Gregory Boyce will continue as chair of Newmont’s board of directors and the board will select two directors from Newcrest to join the Newmont board. Tom Palmer will continue as president and chief executive officer of Newmont and will lead the combined company with a focus on safely and responsibly leading the combined workforce, integrating the acquired assets, and delivering on shareholder commitments.

Newmont is the world’s leading gold company and a producer of copper, silver, zinc, and lead. The company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia, and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. The company is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Newmont was founded in 1921 and has been publicly traded since 1925.

Newcrest Mining Limited, together with its subsidiaries, engages in the exploration, mine development, mine operation, and sale of gold and gold/copper concentrates. It is also involved in the exploration of silver deposits. The company primarily owns and operates mines and projects located in Cadia and Telfer, Australia; and Lihir, Papua New Guinea. It also holds 70 percent interest in the Red Chris mine project located in British Columbia, Canada. Newcrest Mining Limited was founded in 1966 and is headquartered in Melbourne, Australia.

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