DENVER--(BUSINESS WIRE)--
Newmont
Mining Corporation (NYSE: NEM) (Newmont or the Company) announced
today that it has extended the expiration date for the previously
announced solicitation of consents (the “Consent Solicitation”) from
holders (the “Holders”) of its outstanding 5.875% Notes due 2035 (the
“Notes”) with respect to certain Proposed Amendments (as defined herein)
to the indenture governing the Notes (as amended, supplemented or
otherwise modified from time to time, the “Indenture”). The Consent
Solicitation is being made on the terms and subject to the conditions
set forth in the consent solicitation statement, dated April 4, 2019 (as
modified by this press release, the “Consent Solicitation Statement”),
to Holders as of 5:00 p.m., New York City time, on April 3, 2019.
The Consent Solicitation, which was previously scheduled to expire at
5:00 p.m., New York City time, on April 10, 2019, has been extended to
expire at 5:00 p.m., New York City time, on April 11, 2019.
Holders of Notes who have already validly delivered their consents
pursuant to the Consent Solicitation need not take any additional action
in order to deliver their consents.
Newmont is soliciting consents pursuant to the Consent Solicitation (i)
to conform the provisions of the guarantor merger covenant in the
Indenture to the corresponding provisions in the indenture governing the
other outstanding series of notes issued by Newmont and (ii) to add to,
amend, supplement or change certain defined terms contained in the
Indenture related to the foregoing (collectively, the “Proposed
Amendments”). Under the corresponding provisions of the indenture
governing the other series of notes issued by Newmont that are
outstanding as of the date hereof, the Nevada joint venture entity will
not be required to assume the obligations of, or provide a guarantee
for, such other series of notes. Accordingly, Newmont is not soliciting
consents from the holders of such other series of notes to any proposed
amendments to such indenture. Except for the Proposed Amendments, all of
the existing terms of the Indenture and the Notes will remain unchanged
and in effect in their current form.
The Consent Solicitation is being made solely by means of the Consent
Solicitation Statement and on the terms and subject to the conditions
set forth therein. Newmont may, in its sole discretion, terminate,
abandon, extend or amend the Consent Solicitation at any time as
described in the Consent Solicitation Statement. This announcement is
neither an offer to sell nor a solicitation of an offer to buy any
security and is not a solicitation of consents with respect to the
Proposed Amendments or any other securities. The Consent Solicitation is
not being made in any jurisdiction in which, or to or from any person to
or from whom, it is unlawful to make such solicitation under applicable
state or foreign securities or “blue sky” laws.
Citigroup Global Markets Inc. is acting as the solicitation agent for
the Consent Solicitation (the “Solicitation Agent”). Global Bondholder
Services Corporation is acting as the information and tabulation agent
for the Consent Solicitation (the “Information and Tabulation Agent”).
Questions or requests for assistance related to the Consent Solicitation
or for additional copies of the Consent Solicitation Statement and other
related documents may be directed to the Solicitation Agent at (212)
723-6106 (banks and brokers) and (800) 558-3745 (toll free) or to the
Information and Tabulation Agent at (212) 430-3774 (banks and brokers)
and (866) 807-2200 (toll free). Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Consent Solicitation. Holders are urged to review the
Consent Solicitation Statement for the detailed terms of the Consent
Solicitation and the procedures for consenting to the Proposed
Amendments.
About Newmont
Newmont is a leading gold and copper producer. Newmont’s operations are
primarily in the United States, Australia, Ghana, Peru and Suriname.
Newmont is the only gold producer listed in the S&P 500 Index and was
named the mining industry leader by the Dow Jones Sustainability World
Index in 2015, 2016, 2017 and 2018. Newmont is an industry leader in
value creation, supported by its leading technical, environmental,
social and safety performance. Newmont was founded in 1921 and has been
publicly traded since 1925.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
are intended to be covered by the safe harbor created by such sections
and other applicable laws. Where a forward-looking statement expresses
or implies an expectation or belief as to future events, 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 events to
differ materially from future events expressed, projected or implied by
the forward-looking statements. Forward-looking statements often address
our expected future business and often contain words such as
“anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,”
“believe,” “target,” “indicative,” “preliminary,” or “potential.”
Forward-looking statements in this press release may include, without
limitation, expectations regarding the Nevada joint venture, including
expectations regarding closing of the joint venture, value accretion,
joint venture synergies and the benefits thereof. Such statements are
intended to present events and results based upon the parties’ agreed
upon terms, but a definitive joint venture agreement will not be
forthcoming until later in 2019. Estimates or expectations of future
events or results are based upon certain assumptions, which may prove to
be incorrect. Such assumptions, include, but are not limited to:
(i) there being no significant change to current geotechnical,
metallurgical, hydrological and other physical conditions;
(ii) permitting, development, operations and expansion of Newmont’s
operations and projects being consistent with current expectations and
mine plans, including, without limitation, receipt of export approvals;
(iii) political developments in Nevada being consistent with its current
expectations; (iv) certain exchange rate assumptions for the Canadian
dollar to the U.S. dollar; (v) certain price assumptions for gold,
copper, silver, zinc, lead and oil; (vi) prices for key supplies being
approximately consistent with current levels; (vii) the accuracy of
current mineral reserve, mineral resource and mineralized material
estimates; (viii) satisfying the conditions to implementation of the
Nevada joint venture, including obtaining regulatory approvals; and
(ix) other planning assumptions. In addition, material risks that could
cause actual results to differ from forward-looking statements include:
(A) the inherent uncertainty associated with financial or other
projections; (B) the risk associated with the closing of the Nevada
joint venture transaction and ability to achieve the anticipated
synergies and value-creation contemplated by the proposed Nevada joint
venture transaction; (C) unanticipated difficulties or expenditures
relating to the transactions, the response of business partners and
retention as a result of the announcement and pendency of the
transactions; (D) potential volatility in the price of Newmont common
stock due to the proposed transactions; and (E) the diversion of
management time on transaction-related issues. For a more detailed
discussion of risks and other factors that might impact future looking
statements, see Newmont’s Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the Securities and Exchange Commission as
well as Newmont’s other SEC filings, available on the SEC website or www.newmont.com.
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 press
release, or to reflect the occurrence of unanticipated events, except as
may be required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued “forward-looking
statement” constitutes a reaffirmation of that statement. Continued
reliance on “forward-looking statements” is at investors’ own risk.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190410005893/en/
Media Contact
Omar Jabara, 303.837.5114
omar.jabara@newmont.com
Investor
Contact
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
Source: Newmont Mining Corporation