UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2023
Newmont Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.)
6900 E. Layton Avenue, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 863-7414
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common stock, par value $1.60 per share | NEM | New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On May 15, 2023, Newmont Corporation, a Delaware corporation (“Newmont” or the “Company”), posted on its website, www.newmont.com, an investor presentation that includes, among other matters, information related to the pending transaction whereby Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Newmont (“Newmont Sub”), will acquire all of the issued and outstanding ordinary shares of Newcrest Mining Limited (“Newcrest”) pursuant to a court-approved scheme of arrangement under Part 5.1 of Australia’s Corporations Act 2001 (Cth) (the “Scheme” and such acquisition, the “Transaction”). Upon completion of the Transaction, subject to the satisfaction or waiver (where permitted) of the conditions precedent to such closing, Newcrest will be an indirect wholly owned subsidiary of Newmont. Newmont held a related live webcast presentation on May 15, 2023 at 8:00 a.m. Eastern Time.
The investor presentation is attached hereto as Exhibit 99.1 and a transcript of the related live webcast presentation is attached hereto as Exhibit 99.2, each of which is incorporated herein by reference.
Additional Information about the Transaction and Where to Find It
None of this current report on Form 8-K, nor the exhibits hereto, is an offer to purchase or exchange nor a solicitation of an offer to sell securities of Newmont or Newcrest nor the solicitation of any vote or approval in any jurisdiction nor shall there be any such issuance or transfer of securities of Newmont or Newcrest in any jurisdiction in contravention of applicable law. This current report on Form 8-K is being made in respect of the Transaction involving Newmont and Newcrest pursuant to the terms of a scheme implementation deed dated May 15, 2023 (the “Scheme Implementation Deed”) by and among Newmont, Newmont Sub and Newcrest and may be deemed to be soliciting material relating to the Transaction. In furtherance of the pending Transaction and subject to future developments, Newmont will file one or more proxy statements or other documents with the SEC. None of this current report on Form 8-K nor the exhibits hereto is a substitute for any proxy statement, the Scheme Booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the pending Transaction. INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY STATEMENT(S), SCHEME BOOKLET AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement will be mailed to Newmont stockholders. Investors and security holders may obtain a free copy of the proxy statements, the filings with the SEC that will be incorporated by reference into the proxy statement, the Scheme Booklet and other documents containing important information about the Transaction and the parties to the Transaction, filed by Newmont with the SEC at the SEC's website at www.sec.gov. The disclosure documents and other documents that are filed with the SEC by Newmont may also be obtained on www.newmont.com/investor-relations/default.aspx or by contacting Newmont’s Investor Relations department at Daniel.Horton@newmont.com or by calling 303-837-5484.
Participants in the Transaction Solicitation
Newmont, Newcrest and certain of their respective directors and executive officers and other employees may be deemed to be participants in any solicitation of proxies from Newmont shareholders in respect of the pending Transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 and its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2023. Information about Newcrest’s directors and executive officers is set forth in Newcrest’s latest annual report dated August 19, 2022 as updated from time to time via announcements made by Newcrest on the the Australian Securities Exchange (“ASX”). Additional information regarding the interests of these participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement and other relevant materials to be filed with the SEC in connection with the pending Transaction if and when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K, and the exhibits hereto, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” within the meaning of applicable Australian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future business and financial performance and financial condition; and often contain words such as “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “believe,” “target,” “indicative,” “pending,” “preliminary,” “proposed” or “potential.” Forward-looking statements may include, without limitation, statements relating to (i) the pending Transaction to acquire the share capital of Newcrest, the expected terms, timing and closing of the pending Transaction, including receipt of required approvals and satisfaction of other customary closing conditions; (ii) estimates of future production, including expected annual production; (iii) estimates of future costs applicable to sales and all-in sustaining costs; (iv) estimates of future capital expenditures; (v) estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies, and future cash flow enhancements through portfolio optimization; (vi) expectations regarding future exploration and the development, growth and potential of Newmont’s and Newcrest’s operations, project pipeline and investments; (vii) expectations regarding future optimization; (viii) expectations of future dividends and returns to shareholders; (ix) expectations of future balance sheet strength and credit ratings; (x) expectations of future equity and enterprise value; (xi) expected listing of common stock on the New York Stock Exchange, the Toronto Stock Exchange and the ASX; (xii) expectations of future plans and benefits; (xiii) expectations from the integration of Newcrest, including the combined company’s production capacity, asset quality and geographic spread. Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Such assumptions, include, but are not limited to: (i) there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions; (ii) permitting, development, operations and expansion of Newmont’s and Newcrest’s operations and projects being consistent with current expectations and mine plans, including without limitation receipt of export approvals; (iii) political developments in any jurisdiction in which Newmont and Newcrest operate being consistent with its current expectations; (iv) certain exchange rate assumptions for the Australian dollar to the U.S. dollar, as well as other the exchange rates being approximately consistent with current levels; (v) certain price assumptions for gold, copper, silver, lead and oil; (vi) prices for key supplies being approximately consistent with current levels; (vii) the accuracy of current mineral reserve, mineral resource and mineralized material estimates; and (viii) other planning assumptions. Risks relating to forward looking statements in regard to Newmont’s business and future performance may include, but are not limited to, gold and other metals price volatility, currency fluctuations, operational risks, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political risk, community relations, conflict resolution governmental regulation and judicial outcomes and other risks. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Newmont’s and Newcrest’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the pending Transaction; the risk associated with Newmont’s and Newcrest’s ability to obtain the approval of the pending Transaction by their shareholders required to consummate the pending Transaction and the timing of the closing of the pending Transaction, including the risk that the conditions to the pending Transaction are not satisfied on a timely basis or at all and the failure of the pending Transaction to close for any other reason; the risk that a consent or authorization that may be required for the pending Transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Scheme Implementation Deed; unanticipated difficulties or expenditures relating to the pending Transaction, the response of business partners and retention as a result of the announcement and pendency of the Transaction; risks relating to the value of the Scheme Consideration to be issued in connection with the pending Transaction; the anticipated size of the markets and continued demand for Newmont’s and Newcrest’s resources and the impact of competitive responses to the announcement of the Transaction; and the diversion of management time on pending Transaction-related issues. For a more detailed discussion of such risks and other factors, see Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC as well as Newmont’s other SEC filings, available on the SEC website or www.newmont.com. Newcrest’s most recent annual report for the fiscal year ended June 30, 2022 as well as Newcrest’s other filings made with Australian securities regulatory authorities are available on ASX (www.asx.com.au) or www.newcrest.com. Newmont is not affirming or adopting any statements or reports attributed to Newcrest (including prior mineral reserve and resource declaration) in this current report on Form 8-K or made by Newcrest outside of this current report on Form 8-K. Newcrest is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this Current Report on Form 8-K or made by Newmont outside of this current report on Form 8-K. Newmont and Newcrest do not undertake any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events or circumstances after the date of this current report on Form 8-K, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Newmont’s investor presentation, dated May 15, 2023. | |
99.2 | Transcript of Newmont’s live webcast presentation, dated May 15, 2023. | |
104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Newmont Corporation | |||
Date: May 15, 2023 | By: | /s/ Logan Hennessey | |
Logan Hennessey | |||
Vice President, Associate General Counsel and Corporate Secretary |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 1 CREATING VALUE & IMPROVING LIVES THROUGH SUSTAINABLE, RESPONSIBLE MINING Newmont to Acquire Newcrest Tom Palmer, President & CEO MAY 15, 2023 |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” within the meaning of applicable Australian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future business and financial performance and financial condition; and often contain words such as “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “believe,” “target,” “indicative,” “pending,” “preliminary,” “proposed” or “potential.” Forward-looking statements may include, without limitation, statements relating to (i) the pending transaction to acquire the share capital of Newcrest, the expected terms, timing and closing of the pending transaction, including receipt of required approvals and satisfaction of other customary closing conditions; (ii) estimates of future production, including expected annual production; (iii) estimates of future costs applicable to sales and all-in sustaining costs; (iv) estimates of future capital expenditures; (v) estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies, and future cash flow enhancements through portfolio optimization; (vi) expectations regarding future exploration and the development, growth and potential of Newmont’s and Newcrest’s operations, project pipeline and investments; (vii) expectations regarding future investments or divestitures, including anticipated divestitures over the next two years; (viii) expectations of future dividends and returns to shareholders; (ix) expectations of future balance sheet strength and credit ratings; (x) expectations of future equity and enterprise value; (xi) expected listing of common stock on the New York Stock Exchange, the Toronto Stock Exchange and the ASX; (xii) expectations of future plans and benefits; (xiii) expectations from the integration of Newcrest, including the combined company’s production capacity, asset quality and geographic spread. Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Such assumptions, include, but are not limited to: (i) there being no significant change to current geotechnical, metallurgical, hydrological and other physical conditions; (ii) permitting, development, operations and expansion of Newmont’s and Newcrest’s operations and projects being consistent with current expectations and mine plans, including without limitation receipt of export approvals; (iii) political developments in any jurisdiction in which Newmont and Newcrest operate being consistent with its current expectations; (iv) certain exchange rate assumptions for the Australian dollar to the U.S. dollar, as well as other the exchange rates being approximately consistent with current levels; (v) certain price assumptions for gold, copper, silver, lead and oil; (vi) prices for key supplies being approximately consistent with current levels; (vii) the accuracy of current mineral reserve, mineral resource and mineralized material estimates; and (viii) other planning assumptions. Risks relating to forward looking statements in regard to the 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 and variances in ore grade or recovery rates from those assumed in mining plans, political risk, community relations, conflict resolution governmental regulation and judicial outcomes and other risks. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Newmont’s and Newcrest’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the pending transaction; the risk associated with Newmont’s and Newcrest’s ability to obtain the approval of the pending transaction by their shareholders required to consummate the pending transaction and the timing of the closing of the pending transaction, including the risk that the conditions to the pending transaction are not satisfied on a timely basis or at all and the failure of the pending transaction to close for any other reason; the risk that a consent or authorization that may be required for the pending transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Scheme Implementation Deed; unanticipated difficulties or expenditures relating to the pending transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; risks relating to the value of the Scheme Consideration to be issued in connection with the pending transaction; the anticipated size of the markets and continued demand for Newmont’s and Newcrest’s resources and the impact of competitive responses to the announcement of the transaction; and the diversion of management time on pending transaction-related issues. For a more detailed discussion of such risks and other factors, see Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC as well as the Company’s other SEC filings, available on the SEC website or www.newmont.com Newcrest’s most recent annual report for the fiscal year ended June 30, 2022 as well as Newcrest’s other filings made with Australian securities regulatory authorities and available on ASX (www.asx.com.au) or www.newcrest.com. Newmont is not affirming or adopting any statements or reports attributed to Newcrest (including prior mineral reserve and resource declaration) in this presentation or made by Newcrest outside of this presentation. Newcrest is not affirming or adopting any statements or reports attributed to Newmont (including prior mineral reserve and resource declaration) in this presentation or made by Newmont outside of this presentation. Newmont and Newcrest do not undertake any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events or circumstances after the date of this presentation, 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. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 3 ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This presentation is not an offer to purchase or exchange nor a solicitation of an offer to sell securities of Newmont or Newcrest nor the solicitation of any vote or approval in any jurisdiction nor shall there be any such issuance or transfer of securities of Newmont or Newcrest in any jurisdiction in contravention of applicable law. This presentation is being made in respect of the transaction involving Newmont and Newcrest pursuant to the terms of a scheme implementation deed dated May 15, 2023 (the “Scheme Implementation Deed”) by and among Newmont, Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares an indirect wholly owned subsidiary of Newmont and Newcrest and may be deemed to be soliciting material relating to the transaction. In furtherance of the pending transaction and subject to future developments, Newmont will file one or more proxy statements or other documents with the Securities and Exchange Commission (“SEC”). This presentation is not a substitute for any proxy statement, the Scheme Booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the pending transaction. INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY STATEMENT(S), SCHEME BOOKLET AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement will be mailed to Newmont stockholders. Investors and security holders may obtain a free copy of the proxy statements, the filings with the SEC that will be incorporated by reference into the proxy statement, the Scheme Booklet and other documents containing important information about the transaction and the parties to the transaction, filed by Newmont with the SEC at the SEC's website at www.sec.gov. The disclosure documents and other documents that are filed with the SEC by Newmont may also be obtained on www.newmont.com/investor-relations/default.aspx or by contacting Newmont’s Investor Relations department at Daniel.Horton@newmont.com or by calling 303-837-5484. PARTICIPANTS IN THE TRANSACTION SOLICITATION Newmont, Newcrest and certain of their respective directors and executive officers and other employees may be deemed to be participants in any solicitation of proxies from Newmont shareholders in respect of the pending transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 and its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2023. Information about Newcrest’s directors and executive officers is set forth in Newcrest’s latest annual report dated August 19, 2022 as updated from time to time via announcements made by Newcrest on the Australian Securities Exchange (“ASX”). Additional information regarding the interests of these participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement and other relevant materials to be filed with the SEC in connection with the pending transaction if and when they become available. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 4 Industry’s Best Commodity Mix of Gold-Copper Assets STRATEGIC DRIVERS NEWCREST PORTFOLIO NEWMONT 2050 See endnotes re the proposed Newcrest transaction and definition of Tier 1 asset. Leading Portfolio of Tier 1 Assets & Projects World’s Most Favorable Mining Jurisdictions Copper Tier 1 Assets & Projects Australia & Canada Commodity Diversification Industry Consolidation Responsible Gold Leadership Core Capabilities Global Megatrends STRATEGIC SCENARIOS NEWCREST ACQUISITION UNDERPINNED BY CLEAR STRATEGY |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 5 The New SUSTAINABILITY STANDARD The Gold Sector’s Recognized Sustainability Leader World-Class PORTFOLIO 10 Tier 1 Operations with Gold & Copper Exposure Delivering SYNERGIES Proven Track Record of Newmont Team & Operating Model Driving CAPITAL ALLOCATION Committed to Leading Shareholder Returns Sharing industry-leading safety systems, processes and culture Values-based organization driven by a clear purpose Social engagement based on inclusion, transparency and integrity Commitment to leading environmental practices and achieving climate goals Multi-decade low-cost production profile with growth options in gold and copper Unique combination of low-risk regional production platforms in Australia and Canada Targeting >$2B cash from portfolio optimization over next 24 months Disciplined capital allocation strategy – sustain, grow and deliver shareholder returns through dividend framework Maintaining the industry’s strongest balance sheet with flexibility throughout the commodity cycle World-class global capital markets footprint and investor relevance See endnotes re the proposed Newcrest transaction, synergies, portfolio optimization, dividends and definition of Tier 1 asset. STRONGLY POSITIONED TO DELIVER SUBSTANTIAL SYNERGIES & PORTFOLIO OPTIMIZATION NEWMONT & NEWCREST – A POWERFUL VALUE PROPOSITION Value creation from scale, cost efficiencies, access to talent and technology Productivity gains from technology, complementary ore body experience and functional excellence $500M annual synergies identified from G&A, supply chain and Full Potential |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 6 2001 Founding member of ICMM 2003 Founding member of Partnering Against Corruption Initiative 2003-2004 Supporter of Extractive Industries Transparency Initiative 2004 Established Safety & Sustainability Board committee 2004 First sustainability report issued 2005 Initial signatory of the International Cyanide Management Code 2007 Appointed Company’s first Chief Sustainability Officer 2006 Named to DJSI North America Index 2007 Named to DJSI North World Index 2013 Adopted Conflict-Free Gold Standard 2013-2018 Inclusion and Diversity targets established at enterprise and regional levels 2014 Established annual public sustainability targets 2014 Diversity metrics included in personal objectives for certain Executives 2015 Early adopter of the UN Guiding Principles on Business and Human Rights Reporting Framework 2016 Sustainability and safety targets included in compensation plans 2016 First mining CEO to commit to Paradigm for Parity 2017 Initiated Fatality Risk Management program to support a fatality, injury and illness free environment 2020 Implementing Global Industry Standard on Tailings Management 2020 Committed $500M over five years toward climate change initiatives 2020 Set 2030 science-based climate targets and 2050 net zero carbon goal 2020 Sustainability report aligned to TCFD and SASB Standards 2010 Began annual CDP Climate and Water disclosures 2021 First climate strategy report issued 2021 Strategic alliance with CAT to achieve zero emissions SIGNIFICANT MILESTONES IN OUR ESG JOURNEY THE GOLD SECTOR’S RECOGNIZED SUSTAINABILITY LEADER THE GOLD SECTOR’S RECOGNIZED SUSTAINABILITY LEADER Newmont Ranked Top Gold Miner in the Dow Jones Sustainability Index for Eight Consecutive Years 2022 First tax transparency report issued |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 7 TIER 1 OPERATIONS WITH GOLD & COPPER EXPOSURE PORTFOLIO OF TIER 1 ASSETS 10 ~2/3 of total gold production from Tier 1 assets STABLE MINING JURISDICTIONS ~80% Gold production from the Americas and Australia DOUBLING COPPER EXPOSURE +50Blbs Added to Newmont’s 42Blbs of copper reserves and resources* See endnotes re definition of Tier 1 asset and past performance. *Amounts presented on an attributable basis. Reserves and resources data for Newcrest are historical reserves estimates as at June 30, 2022, sourced from Newcrest’s company Annual Mineral Resources and Ore Reserves Statement, dated August 19, 2022. Newmont has been unable to update, and does not expect to be able to update, the Newcrest historical reserves estimates, prior to the completion of the Transaction. Accordingly, Newmont is not treating these historical estimates as current estimates of mineral resources or mineral reserves because a qualified person (as defined under SEC standards) has not done sufficient work to classify the estimate as a current estimate of mineral resources or mineral reserves. See endnote re reserve and resource estimates. Targeting >$2B Cash from Portfolio Optimization Over Next 24 Months |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 8 TANAMI BODDINGTON CADIA TELFER COMBINES TWO OF AUSTRALIA’S TOP GOLD PRODUCERS Leverages Newmont’s Scalable Operating Model & Combined Talent = Operation = Tier 1 Asset* *See endnotes re definition of Tier 1 asset. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 9 INTEGRATING A TIER 1 GOLD MINE IN PAPUA NEW GUINEA Growth from the World-Class Wafi-Golpu Project MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST LIHIR WAFI-GOLPU JV = Tier 1 Asset* *See endnotes re definition of Tier 1 asset. = Project |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 10 STRENGTHENS NEWMONT’S POSITION IN CANADA Building Tier 1 District in British Columbia’s Highly-Prospective Golden Triangle MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST PORCUPINE ÉLÉONORE MUSSELWHITE Tier 1 District Golden Triangle GALORE CREEK JV SADDLE NORTH BRUCEJACK RED CHRIS = Operation = Tier 1 Asset* *See endnotes re definition of Tier 1 asset. = Project |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 12 DISCIPLINED CAPITAL ALLOCATION STRATEGY UNCHANGED Committed to Industry-Leading Dividend Framework BALANCED CAPITAL ALLOCATION STRATEGY MAINTAINING FINANCIAL FLEXIBILITY Sustain an Investment-Grade Balance Sheet with Strength & Flexibility INVESTING IN SUSTAINABLE PRODUCTION Reinvest in the Business to Improve Cash Margins Over the Long Term RETURNING CASH TO SHAREHOLDERS Deliver Sustainable Returns Through Industry-Leading Dividend Framework See endnotes re dividends. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 13 RECOMMENDED SHARE-FOR-SHARE TRANSACTION ▪ Newmont to acquire all outstanding Newcrest equity at an exchange ratio of 0.400x of a Newmont share (or 0.400 Newmont CDIs) for each Newcrest share ▪ Newcrest to fund and pay to its shareholders a special dividend of up to USD$1.10 per Newcrest share ▪ Newmont and Newcrest shareholders will own ~69% and ~31% of combined entity, respectively SUBJECT TO APPROVAL AND CUSTOMARY CONDITIONS ▪ Subject to shareholder approval and relevant regulatory approvals ▪ Transaction is expected to close in the fourth quarter of 2023 TRANSACTION SUMMARY See endnotes. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 14 The New SUSTAINABILITY STANDARD The Gold Sector’s Recognized Sustainability Leader World-Class PORTFOLIO 10 Tier 1 Operations with Gold & Copper Exposure Delivering SYNERGIES Proven Track Record of Newmont Team & Operating Model Driving CAPITAL ALLOCATION Committed to Leading Shareholder Returns Sharing industry-leading safety systems, processes and culture Values-based organization driven by a clear purpose Social engagement based on inclusion, transparency and integrity Commitment to leading environmental practices and achieving climate goals Multi-decade low-cost production profile with growth options in gold and copper Unique combination of low-risk regional production platforms in Australia and Canada Targeting >$2B cash from portfolio optimization over next 24 months Disciplined capital allocation strategy – sustain, grow and deliver shareholder returns through dividend framework Maintaining the industry’s strongest balance sheet with flexibility throughout the commodity cycle World-class global capital markets footprint and investor relevance See endnotes re the proposed Newcrest transaction, synergies, portfolio optimization, dividends and definition of Tier 1 asset. STRONGLY POSITIONED TO DELIVER SUBSTANTIAL SYNERGIES & PORTFOLIO OPTIMIZATION NEWMONT & NEWCREST – A POWERFUL VALUE PROPOSITION Value creation from scale, cost efficiencies, access to talent and technology Productivity gains from technology, complementary ore body experience and functional excellence $500M annual synergies identified from G&A, supply chain and Full Potential |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 15 Appendix |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 16 Endnotes Investors are encouraged to read the information contained in this presentation in conjunction with the most recent Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on April 27, 2023. Investors are reminded that expectations regarding outlook and guidance, including future financial results, operating performance, projects, exploration, investments, capital allocation, dividends and transactions are forward looking and remain subject to risk and uncertainties. See Cautionary Statement on slide 2, the risk factors section in the Form 10-K, and the notes below. Tier 1 asset. Defined as +500k GEO’s/year consolidated, average AISC/oz in the lower half of the industry cost curve and a mine life >10 years in countries that are classified in the A and B rating ranges for each of Moody’s, S&P and Fitch. Synergies. Synergies and value creation as used in this presentation is a management estimate provided for illustrative purposes and should not be considered a GAAP or non-GAAP financial measure. Synergies represent management’s combined estimate of pre-tax synergies, supply chain efficiencies and Full Potential improvements, as a result of the integration of Newmont’s and Newcrest’s businesses that have been monetized for the purposes of the estimation. Because synergies estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in the absence of the integration of Newmont’s and Newcrest’s businesses, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Synergies are “forward-looking statements” subject to risks, uncertainties and other factors which could cause actual value creation to differ from expected or past synergies. Portfolio Optimization. Portfolio optimization as used in this presentation is a management estimate provided for illustrative purposes and should not be considered a GAAP or non-GAAP financial measure. Because the enhancement to cash flow estimates the differences between certain actual cash flows and management estimates of cash flows in the absence of the integration of Newmont’s and Newcrest’s businesses, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Enhanced cash flows are “forward-looking statements” subject to risks, uncertainties and other factors which could cause enhanced cash flows to differ from expectations. Projections. Projections used in this presentation are considered “forward looking statements”. See cautionary statement above regarding forward-looking statements. Forward-looking information representing post-closing expectations is inherently uncertain. Estimates such as expected accretion, net asset value (NAV) per share, cash flow enhancement, synergies and future production are preliminary in nature. There can be no assurance that the pending transaction between Newmont and Newcrest will close or that the related forward-looking information will prove to be accurate. Full Potential. Full Potential improvement value creation is considered an operating measure provided for illustrative purposes, and should not be considered GAAP or non-GAAP financial measures. Full Potential amounts are estimates utilized by management that represent estimated cumulative incremental value realized as a result of Full Potential projects implemented and are based upon both cost savings and efficiencies that have been monetized for purposes of the estimation. Because Full Potential improvement estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in the absence of the Full Potential program, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Expectations of the results of Full Potential savings, synergies or improvements are forward-looking statements and subject to risks and uncertainties. Dividend. Our future dividends have not yet been approved or declared by the Board of Directors. An annualized dividend payout level has not been declared by the Board and is non-binding. The Company’s dividend framework and expected 2023 dividend payout ranges are non-binding. Management’s expectations with respect to future dividends, annualized dividends, payout ranges or dividend yield are “forward-looking statements.” The declaration and payment of future dividends remain at the discretion of the Board of Directors and will be determined based on Newmont’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, gold and commodity prices, and other factors deemed relevant by the Board. The duration, scope and impact of COIVD-19 presents additional uncertainties with respect to future dividends and no assurance is being provided that the Company will pay future dividends at the increased payment level. The Board of Directors reserves all powers related to the declaration and payment of dividends. Consequently, in determining the dividend to be declared and paid on the common stock of the Company, the Board of Directors may revise or terminate the payment level at any time without prior notice. Past Performance. Past performance metrics and figures included in this presentation are given for illustrative purposes only and should not be relied upon as (and are not) an indication of Newmont’s views on its or Newcrest’s future production, financial performance or condition or prospects (including on a consolidated basis). Investors should note that past performance of Newmont, including in relation to the past value returned to stockholders and past value creation and annual synergies, and other historical financial information cannot be relied upon as an indicator of (and provide no guidance, assurance or guarantee as to) future production or performance. Third-Party Data. This presentation may contain industry, market and competitive position data which have come from a third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Newmont believes that such information has been prepared by a reputable source, Newmont has not independently verified the data contained therein. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 17 Endnotes Cautionary Statement Regarding Reserve and Resource Estimates: The reserves stated herein were prepared in compliance with Subpart 1300 of Regulation S-K adopted by the United States Securities and Exchanges Commission (the “SEC”) and represent the amount of gold, copper, silver, lead, zinc and molybdenum estimated, at December 31, 2022, could be economically and legally extracted or produced at the time of the reserve determination. The term “economically,” as used in this definition, means that profitable extraction or production has been established or analytically demonstrated in at a minimum, a pre-feasibility study to be viable and justifiable under reasonable investment and market assumptions. The term “legally,” as used in this definition, does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved. However, for a reserve to exist, Newmont (or our joint venture partners) must have a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the ordinary course and in a timeframe consistent with Newmont’s (or our joint venture partners’) current mine plans. Reserves in this presentation are aggregated from the proven and probable classes. The term “Proven reserves” used in the tables of the appendix means reserves for which (a) quantity is estimated from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are estimated from the results of detailed sampling; and (c) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “Probable reserves” means reserves for which quantity and grade are estimated from information similar to that used for Proven reserves, but the sites for sampling are farther apart or are otherwise less closely spaced. The degree of assurance, although lower than that for Proven reserves, is high enough to assume continuity between points of observation. Newmont classifies all reserves as Probable on its development projects until a year of production has confirmed all assumptions made in the reserve estimates. Proven and Probable reserves include gold, copper, silver, zinc, lead or molybdenum attributable to Newmont’s ownership or economic interest. Proven and Probable reserves were calculated using cut-off grades. The term “cutoff grade” means the lowest grade of mineralized material considered economic to process. Cut-off grades vary between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the ore to gold, copper, silver, zinc, lead or molybdenum extraction and type of milling or leaching facilities available. Estimates of Proven and Probable reserves are subject to considerable uncertainty. Such estimates are, or will be, to a large extent, based on the prices of gold, silver, copper, zinc, lead and molybdenum and interpretations of geologic data obtained from drill holes and other exploration techniques, which data may not necessarily be indicative of future results. If our reserve estimations are required to be revised using significantly lower gold, silver, zinc, copper, lead and molybdenum prices as a result of a decrease in commodity prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, this could result in material write-downs of our investment in mining properties, goodwill and increased amortization, reclamation and closure charges. Producers use pre-feasibility and feasibility studies for undeveloped ore bodies to derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of metals from the ore, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Actual operating and capital cost and economic returns on projects may differ significantly from original estimates. Further, it may take many years from the initial phases of exploration until commencement of production, during which time, the economic feasibility of production may change. Estimates of resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the Inferred resource exists or is economically or legally mineable. The Company cannot be certain that any part or parts of the resource will ever be converted into reserves. In addition, if the price of gold, silver, copper, zinc, lead or molybdenum declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of recovery may not be realized or mineral reserves or resources might not be mined or processed profitably. If we determine that certain of our mineral reserves or resources have become uneconomic, this may ultimately lead to a reduction in our aggregate reported mineral reserves and resources. Consequently, if our actual mineral reserves and resources are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired. Investors are encouraged to review the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023, which includes the “Proven and Probable Reserve" and "Measured and Indicated and Inferred Resource" tables, prepared in compliance with Subpart 1300 of Regulation S-K adopted by the SEC, as well as discussion of risks under the heading "Risk Factors", which are available at www.sec.gov or on the Company’s website at www.newmont.com. |
MAY 2023 INVESTOR PRESENTATION – NEWMONT TO ACQUIRE NEWCREST NEW MONT CORP ORATION 18 Endnotes Reserve and Resource Estimates (cont.): Estimates of Proven and Probable reserves are subject to considerable uncertainty. Such estimates are, or will be, to a large extent, based on the prices of gold, silver, copper, zinc, lead and molybdenum and interpretations of geologic data obtained from drill holes and other exploration techniques, which data may not necessarily be indicative of future results. If our reserve estimations are required to be revised using significantly lower gold, silver, zinc, copper, lead and molybdenum prices as a result of a decrease in commodity prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, this could result in material write-downs of our investment in mining properties, goodwill and increased amortization, reclamation and closure charges. Producers use pre-feasibility and feasibility studies for undeveloped ore bodies to derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of metals from the ore, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Actual operating and capital cost and economic returns on projects may differ significantly from original estimates. Further, it may take many years from the initial phases of exploration until commencement of production, during which time, the economic feasibility of production may change. Estimates of resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the Inferred resource exists or is economically or legally mineable. The Company cannot be certain that any part or parts of the resource will ever be converted into reserves. In addition, if the price of gold, silver, copper, zinc, lead or molybdenum declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of recovery may not be realized or mineral reserves or resources might not be mined or processed profitably. If we determine that certain of our mineral reserves or resources have become uneconomic, this may ultimately lead to a reduction in our aggregate reported mineral reserves and resources. Consequently, if our actual mineral reserves and resources are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired. Investors are encouraged to review the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023, which includes the “Proven and Probable Reserve" and "Measured and Indicated and Inferred Resource" tables, prepared in compliance with Subpart 1300 of Regulation S-K as adopted by the SEC, as well as discussion of risks under the heading "Risk Factors", which are available at www.sec.gov or on the Company’s website at www.newmont.com. Cautionary Statement Regarding the Newcrest Historical Reserves Estimates: The mineral resource and mineral reserve estimates stated herein with respect to Newcrest (the “Newcrest Historical Reserves Estimates”) were prepared to meet the reporting requirements of the Australian Securities Exchange (“ASX”) Listing Rules Chapter 5, December 2019; the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, December 2012 (“JORC Code”), and were prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators, June 2011, Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Mineral Reserves, May 2014 and the rules of the Toronto Stock Exchange (“TSX”). Investors should note that the requirements of the JORC Code and NI 43-101 differ from the requirements of Subpart 1300 of Regulation S-K. Reserves and resources prepared under the JORC Code and NI-43-101 are normally not permitted to be used in reports and registration statements filed with the SEC. Certain of the Newcrest Historical Reserves Estimates include inferred resources, which would not be permitted under Subpart 1300 of Regulation S-K. Inferred resources involve a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred resource may be upgraded to a higher category. US investors are cautioned not to assume that all or any part of an inferred resource exists or is economically or legally mineable. Accordingly, there is no assurance that the Newcrest Historical Reserves Estimates or any other mineral reserves or mineral resources that Newcrest may report under JORC or NI 43-101 will be the same as the mineral reserve or mineral resource estimates prepared under Subpart 1300 of Regulation S-K. The Newcrest Historical Reserves Estimates are subject to review and adjustment following closing of the pending Transaction, in accordance with Subpart 1300 of Regulation S-K adopted by the SEC, including to meet required study levels, price assumptions, for future divestments and acquisitions and other factors. No assurances can be made that all historical Newcrest mineral reserves or mineral resources will be recognized as Newmont mineral reserves or mineral resources. Under Subpart 1300 of Regulation S-K, a registrant’s disclosure of exploration results, mineral resources or mineral reserves must be based on and accurately reflect information and supporting documentation prepared by a qualified person. Newmont has not been involved in the preparation of Newcrest’s historical mining reserve or mining resource estimates. Accordingly, Newmont assumes no responsibility for such estimates. Expectations regarding future reserves and resource declarations should be considered “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 |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 1 of 16 Aaron Puna, Executive Vice President and Chief Technology Officer , Executive Vice President & Chief Development Officer Peru , President and Chief Executive Officer , Analyst , Analyst , Analyst , Analyst Operator Tom Palmer Newmont Business Update Company Participants Dean Gehring Tom Palmer Other Participants Anita Soni Brian MacArthur Josh Wolfson Tanya Jakusconek Presentation Good morning, and welcome to Newmont's Analyst and Investor Webcast and Conference Call. All participants will be in a listen-only mode. (Operator Instructions) Please note, this event is being recorded. I would now like to turn the conference over to Tom Palmer, President and Chief Executive Officer. Please go ahead. {BIO 19152958 <GO>} Thank you, operator. Hello, everyone, and thank you for joining us today for this exciting announcement. After an intense period of exclusive due diligence, along with the incredibly hard work from the dedicated teams at both Newcrest and Newmont, we have announced the signing of a definitive agreement to acquire Newcrest. This is a transformational transaction, one that is underpinned by a clear strategy that will combine two of the industry's senior gold producers and set the standard for safe, profitable, and responsible gold and copper mining. With industry-leading talent and decades of collective experience, the combined company will create significant value for both sets of shareholders, our combined workforce, and the communities in which we operate, and strengthen our position as the world's leading gold company. Today, I'm joined by our executive leadership team and we will all be available to answer questions at the end of the call. As a reminder, please note our cautionary statements and refer to our SEC filings, which can be found on our website. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 2 of 16 The acquisition we announced yesterday is underpinned by a very clear and focused strategy, designed to ensure that the Newmont of today not only retains its leadership position in the gold industry but also strengthens its underlying foundations to deliver decades-long shareholder value. To give you an insight into the corporate strategy process we have fine-tuned over the last several years, let me walk you through the key inputs and outputs that together define our strategic vision, our key strategic drivers, and the potential execution pathways. We start by analyzing and understanding the key global mega-trends that impact on the world, our industry, and Newmont, specifically. These cover society, technology, and geopolitics. These mega-trends represent both individually and collectively, a very dynamic, complex, and unpredictable environment, one in which we currently operate and we'll be expected to succeed in over the long term. We then combine our view of these mega-trends with a comprehensive understanding of our core strengths, our unique capabilities, and also the potential gaps that we need to close in order to differentiate Newmont today and in the future. Our strategic drivers focus on three fundamental elements. First and foremost, building, maintaining, and strengthening our responsible gold leadership position through our culture, our performance, and our relationships. Second, identifying industry consolidation opportunities that play to our strengths and competitive advantages. And also, executable and value-accretive to our shareholders. Lastly, finding opportunities to diversify our commodity mix so that we continue to deliver to our shareholders the benefits of responsibly-produced gold today, together with an increasing future exposure to the world's key energy transition metal copper. Our decision to approach Newcrest earlier this year with the idea of a potential combination was grounded in these three key elements of our strategy. First, it presented an opportunity to achieve the best possible collection of tier-1 gold and copper assets in the industry under one umbrella and benefiting from Newmont's operating model, sustainability practices, and disciplined capital allocation process. Second, the addition of the Newcrest assets to the Newmont portfolio allows us to consolidate two world-class gold and copper mining districts in Australia and in Canada, unlocking compelling strategic, operational, and sustainability-driven synergies that are unique to this transaction. Lastly, the combination complements Newmont's existing copper production and project pipeline with world-class growth optionality. Connecting the external environment with internal capability is key to being able to devise and execute a successful strategy in general. The acquisition of Newcrest by Newmont announced yesterday executes on a clear strategy with robust planning and preparation. I'll now take you through the powerful value proposition of this transaction. Today, Newmont leads the gold industry in safety, sustainability, profitable production, and shareholder returns, differentiating ourselves in four key areas. First and foremost, our values-driven commitment to leading sustainability practices. Second, Newmont has created a global portfolio of world-class operations and projects. Third, these assets are managed through our integrated operating model with a proven track record of delivering value. And finally, we consistently apply a disciplined approach to capital allocation. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 3 of 16 Our acquisition of Newcrest represents a powerful value proposition that will build upon those four key differentiators, strengthening our robust global platform to generate strong and resilient returns. Upon completion of the transaction, the combined business is expected to set the new sustainability standards, strengthening Newmont's position at the gold sector's industry leader; to create the industry's strongest portfolio of world-class gold and copper assets with 10 tier-1 operations and a tier-1 district in a highly prospective Golden Triangle of British Columbia; to deliver $500 million of annual synergies from G&A, supply chain, and full potential through our proven operating model; and to target over $2 billion in cash from portfolio optimization. We will continue to drive a disciplined, balanced approach to capital allocation, maintaining financial flexibility, whilst balancing steady reinvestment into our business and robust returns to shareholders through our industry-leading dividend framework. Today, I will talk through each of these differentiators, how they deliver value, and how Newcrest fits into our long-term strategy. At Newmont, we take pride in our heritage as a values-driven organization with a clear purpose, our core values of safety, sustainability, integrity, inclusion, and responsibility. They have been developed over a long period and through multiple generations of leaders. Together they are fundamental to how we run our business, where we choose to operate, and how we conduct ourselves on a daily basis. And we have learned that achieving our purpose requires a strong governance structure and our commitment to accountability and transparency. Building on Newcrest's well established sustainability credentials, Newmont will apply its proven sustainability leadership and practices to Newcrest operations by bringing a clear focus on mitigating safety risks along with visible, felt leadership in the field to drive a fatality-free business; by 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 our workforce; by remaining committed to Newmont's leading environmental stewardship practices and climate goals; and by creating a diverse inclusive and equitable workplace, where everyone is welcomed; attracting and retaining the breadth of skills and talent needed to continuously improve performance. By aligning our purpose and values across the combined organization, we will be very well-positioned to safely and sustainably deliver on our commitments through the industry's best portfolio of top-tier operations in low-risk mining jurisdictions. A portfolio that produced approximately 8 million ounces of annual gold production, with 80% of this production coming from assets based in Australia and the Americas. And notably, more than 5 million ounces or two-thirds of this gold production coming from 10 large, long-life, low-cost tier-1 assets. Underpinning this portfolio is the world's largest gold reserve and resource base of 96 million ounces of gold reserves declared by Newmont and 52 million ounces declared by Newcrest, which when combined with a robust organic project pipeline provides a pathway to steady gold production and cash flow for many decades to come. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 4 of 16 In addition to gold, the acquisition of Newcrest more than doubles Newmont's exposure to copper. The combined annual copper production will be approximately 350 million pounds, all coming from Australia and Canada. And 50 billion pounds of copper reserves and resources from Newcrest will be added to Newmont's existing 42 billion pounds, providing very significant exposure to this metal of critical importance to our world. As we've demonstrated following the acquisition of Goldcorp four years ago, we will focus on value over volume and look to optimize the new portfolio, targeting approximately $2 billion in cash over the next 24 months. As an important part of our due-diligence process over the last four weeks, we had key members of our executive team lead site visits. Dean Gehring led the visit to Brucejack and Red Chris in Canada, Aaron Puna to Lihir in Papua New Guinea, and Rob Atkinson to Cadia in Australia. Their insights were key inputs to developing our synergies and how we plan to integrate the Newcrest operations into our portfolio and operating model. Now let me briefly take you through how we plan to integrate these operations, starting with Australia. Newmont has a long history in Australia and a shared heritage with Newcrest, establishing our Australian subsidiary way back in 1966 that would become Newcrest some 25 years later. Today, Newmont and Newcrest are two of the top gold producers in Australia, with four operating mines, of which three are tier-1 assets. The combination of these four operations will leverage Newmont's existing, scalable operating model in Australia to combine both companies' leaders, subject matter experts, supply chains, and regional infrastructure to drive best-in-class performance. By bringing these four operations together into our consolidated Australian portfolio, we will create unprecedented economies of scale in one of the world's most favorable mining jurisdictions, creating efficiencies and value with a shared workforce, technical expertise, and large-scale supply chain optimization. Moving up to Papua New Guinea, Lihir is one of the world's great gold mines, a tier-1 operation by any measure. And in addition to Lihir, there is significant gold and copper growth in PNG through the world-class Wafi-Golpu project. We are committed to building and maintaining strong, proactive, mutually beneficial, and long-lasting relationships with the PNG government and local communities while supporting site and profitable operations. As part of this commitment, Newmont plans to establish PNG as a standalone fifth region in our portfolio, with an in-country senior leadership presence. Moving across to Canada, this transaction will also significantly strengthen Newmont's position in Canada. By combining the two existing Newcrest operations, Brucejack and Red Chris, with Newmont's Saddle North and Galore Creek projects, a tier-1 district in the highly prospective Golden Triangle region of British Columbia will be created, a district in which Newmont will be operating for decades to come. Similar to Australia, this combination in Canada will also leverage Newmont's existing regional operating model in North America to combine and optimize both companies' leaders, subject matter experts, supply chains, and regional infrastructure to drive best-in-class performance. Turning now to the synergies that we have identified from our due-diligence efforts. Over the last four weeks, in addition to the site visits that I mentioned previously, we have had over 120 subject matter experts working through a robust due-diligence exercise. As part FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 5 of 16 of this work and leaning into our proven track record of synergy delivery, our teams have identified $500 million in annual synergies that we will deliver from this acquisition. On top of the $100 million, we expect to realize from the G&A synergies of this combination, we estimate approximately $200 million in value from supply-chain optimization. This will come from applying best-in-class pricing and our existing strong partnerships with key suppliers, smelters, and equipment manufacturers to deliver -- to realize benefits from our increased economies of scale. We also expect to realize at least $200 million through the disciplined application of our proven Full Potential program which leverages Newmont's operating model and team of experienced leaders and subject matter experts to improve both productivity and costs. And similar to what we experienced from the Goldcorp acquisition four years ago, the biggest value drivers are expected to come from the two tier-1 operations in Cadia and Lihir. For example, at Cadia, we see the potential to increase average mill throughput from 33 million tons per year to 35 million tons by optimizing maintenance schedules and working to debottleneck the processing circuit. And similar to the improvements that we have made to the mill at Boddington over the last 10 years, Cadia has the potential to enhance the performance of the current equipment in the mill to push two and possibly beyond its nameplate capacity. At Lihir, we see the opportunity to take what is currently a short-term mine design and bring forward a more comprehensive and long-term mine plan to improve productivity. Through this approach, Lihir would be able to improve mining rates and reduce the amount of time spent rehandling material, ultimately leading to higher production at lower costs. Adding all of this up, we expect to realize estimated annual pre-tax synergies of $500 million within the first 24 months of closing this transaction. And we have had this estimate independently validated by a third party. Turning now to our capital allocation strategy. Our capital allocation priorities remain unchanged and will continue to be executed according to our clear and balanced strategy. First and foremost, to maintain the industry's strongest balance sheet. Second, to reinvest in our business through exploration and organic growth, staying disciplined as we focus on sustainably improving margins and advancing the combined portfolios' most profitable projects. And third, to return excess cash to shareholders through dividends. Newmont understands the importance of shareholder returns. Having returned over $4.5 billion to shareholders since the announcement of our dividend framework in October 2020 and having maintained a dividend yield above 3% for 10 consecutive quarters. I can confirm that following this acquisition, we remain firmly committed to our industry-leading dividend framework. And finally, I'll take a moment to cover some of the key aspects of this transaction. Our Board of Directors have approved a binding offer to acquire all outstanding Newcrest equity at an exchange ratio of 0.4 Newmont shares for each Newcrest share. Newcrest will fund and pay to its shareholders a special dividend of up to $1.10 per share. And the FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 6 of 16 Operator Q - Anita Soni A - Tom Palmer A - Aaron Puna agreement is subject to shareholder and relevant regulatory approvals, with the transaction expected to close in the fourth quarter of this year. So, in closing, we are very excited about this strategic transaction and the long-term value and optionality it will bring to both sets of shareholders and stakeholders. Through this powerful combination of high-quality gold and copper assets and projects, concentrated in low-risk jurisdictions, Newmont will be well-positioned to set the new standard for gold mining across the industry. We look forward to continuing our work with a talented and experienced team at Newcrest as we work together to begin this next chapter of our journey to create value and improve lives through responsible sustainable mining. Thank you for your time. And with that, I'll turn it over to the operator to open the line for questions. Questions And Answers Thank you. (Operator Instructions) Our first question today comes from Anita Soni from CIBC World Markets. Please go ahead. Your line is now open. {BIO 7539461 <GO>} Hi, good morning, Tom. So my first question, I was intrigued by your comments about Lihir. And so I think you qualified it as a tier-1 asset, and from my analysis, the costs push it into the tier-2 category. But your comments about material movements are something that I've noted. Could you just clarify what you're looking at? I'm assuming it's not moving the waste [ph] back in front of the face after they push it out of the way to mine it. Is that what you're referring to? {BIO 19152958 <GO>} Yeah, thanks, Anita, and good morning. I'll start and then pass to Aaron Puna if we can get Aaron on the line as well. Aaron was on the ground there and I think you've been to Lihir and probably he can paint that picture for you, but it was certainly about looking at how materials moved around that operation, how you think about the mine plan, and what's happening to re-handle. And thinking about a longer-term deal [ph] mine plans and what you might be able to do to more efficiently move that dirt around. I think there was also just some really fundamental basics around how you think about drill and blast and load and haul productivities that we're pretty confident with some of their full-potential techniques, focusing on the mine being the bottleneck that we can deliver some value and certainly have Lihir firmly in the tier-1 definition by anyone's measure. Aaron, if you are connecting in, he is in Ghana at the moment. Hopefully, the phone lines work. He can give you a bit of color from on the ground. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 7 of 16 Q - Anita Soni A - Tom Palmer A - Aaron Puna Q - Anita Soni A - Tom Palmer Yes, thanks, Tom, and thanks, Anita, for the question. I think to add some further detail, as mentioned, our focus will center around the already proven Full Potential process where we maximize the capability and capacity of the mine value chain. Initial priority will be deconstraining the mine, focusing on short and medium-term planning, and planning for productivity. We think that by doing this we can make a significant shift in terms of the current load and haul fleet and moving more towards the industry benchmark, which ultimately will lead to a significant reduction in mining cost. {BIO 7539461 <GO>} Okay. So -- because you mentioned about material re-handle, can you clarify that? {BIO 19152958 <GO>} Aaron, do you want to pick that up in terms of what you saw on the ground, the double handling of material? Yes. Thanks, Anita. So in terms of re-handle what we say, Anita, is, inefficiencies in the short and medium-term planning processes that require material to be touched once, twice, or even three times before it reaches its final destination, we believe that -- and we can see an obvious pathway to better planning and making sure those medium-term placement horizons are clear that we can remove a lot of that re-handle. {BIO 7539461 <GO>} Okay. And then just I'll move to the second question, which is, in terms of the $2 billion of portfolio optimizations, I am assuming that means asset sales or is there something else in there within that portfolio optimization that we should be thinking about? And could you provide some color on what parameters you would put around assets that you might look to optimize? I understand you probably don't want to name things, but if you could just give us an idea of some of the criteria of what you would rationalize. {BIO 19152958 <GO>} Yeah, thanks, Anita. So when we think about portfolio optimization, it's certainly looking to rationalize the portfolio through divestments like we did four years ago with Goldcorp and Red Lake, Costa GM, [ph] and our share in Continental Gold. But it's also about how we look at our project pipeline of the two companies coming together and thinking about the sequence of projects and the order in which they take place. So we will go through a considered process both in terms of the portfolio on the asset base, but also the sequence of projects. Consistent with our capital allocation strategy, we certainly will, first and foremost, maintain the strength and flexibility of our balance sheet, but also have the appropriate amount of cash going towards reinvestment in the business. That's in terms of the cash draw towards that reinvestment, but also managing project execution risk. And then ensuring that we are generating appropriate quantities of free cash flow to be able to support industry-leading returns. So portfolio optimization has got project re-sequencing. That's work in front of us. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 8 of 16 Q - Anita Soni A - Tom Palmer Operator Q - Josh Wolf son A - Tom Palmer And there's sort of embarrassment of riches in terms of that project pipeline and the sorts of opportunities we have to work our way through that. Then when I come back to the portfolio thinking about it at this way, our value over volume is our approach and the starting point for us is the 10 tier-1 assets that make up the very core of this business. And as I said in my remarks that makes up about two-thirds of production of the two companies, around about 5 -- bit over 5 million ounces. I would add on to that the tier-1 district of British Columbia and Golden Triangle. So really a pseudo or 11th tier-1 district. For us, that's the starting point. We may go through portfolio optimization, and that is our business going forward, those 11 tier-1 operations. But then we will build out from there. Where do we have operations that don't fit the tier-1 definition that we use, but we can see a pathway to getting there, given the exploration potential of some of the ore bodies that we sit on. We will then consider those coming into the portfolio and staying with us in the long term. We'd also look at assets that might never be a Tier-1 asset, but they are in great mining jurisdictions, they have very long-life, and there are great training grounds for future leaders in Newmont and there could be a real logic for them being in our business. And then there'll be assets that might not fit any of those definitions and we will then go through a disciplined rigorous process to then look at how we might rationalize our portfolio and realize full value for those assets. We are under no pressure to do it. We can easily accommodate Newcrest's five operations into our existing operating model, but we will go through a disciplined and rigorous process to review our portfolio, to optimize it, and realize that to be an at least $2 billion of cash over the next couple of years. {BIO 7539461 <GO>} Okay, I'll leave it there and let others ask questions. {BIO 19152958 <GO>} Thanks, Anita. Thank you. The next question comes from Josh Wolfson from RBC Capital Markets. Please go ahead, Josh. Your line is now open. {BIO 16515156 <GO>} Thanks very much. Tom, you mentioned pro forma production of roughly 8 million ounces. Are there any goalposts that we should be thinking about in terms of costs and capital spending steady state maybe after the synergies are factored in there? {BIO 19152958 <GO>} Yeah, good morning, Josh. Still early days for us to work our way through that process. A bit as I was explaining to, Anita, our exercise will start with the core of the portfolio, essentially, that if you are following that answer, the 11 tier-1 operations, we would understand what the capital requirements are to sustain that portfolio, what the cost profile looks from that and then build-out the decisions we make around other assets that we would have in our portfolio over the long term. And then looking at the sequence that FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 10 of 16 A - Tom Palmer Operator Q - Tanya Jakusconek A - Tom Palmer Q - Tanya Jakusconek A - Tom Palmer A - Aaron Puna Got it. Thank you very much. {BIO 19152958 <GO>} Thanks, Josh. Thank you. (Operator Instructions) Our next question comes from Tanya Jakusconek from Scotiabank. Please go ahead. Your line is now open. {BIO 1896120 <GO>} Great. Good morning, everyone. Thank you for taking my questions. Just wanted to come to the operating synergies, but before that, can I just confirm, Tom, with you that there are no financial or tax synergies that I should think about? {BIO 19152958 <GO>} Good morning, Tanya. No, we are very much focused on G&A, so the standard overheads, supply chain, and then what would deliver for cost and productivity improvements through Full Potential. {BIO 1896120 <GO>} Okay, so I'll take that as a no. So if I can then focus on the operating synergies and I just wanted to come back to Lihir. And Anita asked about the mining side of it, so I just wanted to ask on two other aspects of that operation that when I was there I thought could need some help. How do you feel about or do you see any synergies in the maintenance at that operation and anything in the processing facility? That's my first question on Lihir. {BIO 19152958 <GO>} Thanks, Tanya. And, Aaron, I'll get to you again having been on the ground and walk through those facilities. So I will get you to give the firsthand views of the opportunities we see in the maintenance and the processing side, and maybe pick up maintenance, Aaron, on both mobile equipment and fixed plant. Yes, thanks, Tom. Thanks, Tanya. I think just in terms of synergies, it's worthwhile identifying the three main areas of which we underpinned a lot of the synergy. The first is leveraging global economies of scale, particularly with strategic suppliers and equipment manufacturers. I think it's fairly clear that we share a lot of the same OEMs and suppliers particularly, Lihir. We then look at consolidated regions and districts which is optimizing working capital and inventory. And then lastly, operational collaboration where we can improve materials and service management. So when we get specific to Lihir with maintenance, we can see, particularly with the operating fleet, a lot of corrosion from the ocean from the salt. We've got strong relationships with the OEMs that provide equipment already in Newmont and the same FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 11 of 16 Q - Tanya Jakusconek A - Aaron Puna Q - Tanya Jakusconek A - Tom Palmer A - Dean Gehring OEMs with Newcrest. So we do see in initial investigations with those OEMs quite a lot of potential sharing, not only of maintenance practices but inventories within the Australia, Papua New Guinea region. And then the same with the processing facilities and I think touching on when -- once we debottleneck the mine, we start to see that constraint shifting to processing. So a lot of work to be done, but unlocking those potential services with the OEMs and suppliers will be a key catalyst for how we materialize more value. {BIO 1896120 <GO>} And can I ask about, when you look at the life-of-mine plans at that operation and I know that there is in the life-of-mine plan as seepage barrier that needs to be put in and I don't know when -- I forgot when that is '27, '28 I forget. How do you feel about that seepage barrier coming in? I know because there is access to couple of million ounces of reserves that need that seepage barrier to be put in, how did you view those life-of-mine plans with that seepage barrier? Yes, thanks again. So with the seepage barrier, the work has already commenced to establish the nearshore barrier. We're expecting that -- investigating that plan. We actually think that plan is pretty robust in terms of design. Obviously, the execution will follow a very similar path. In regards to the reserves and resource, I think we've got to do a little bit more investigation on the certainty of being able to extract those resources. There is obviously some challenges with understanding what happens with the ocean, what happens with the nearshore barrier, and how that actually performs. We've got time looking at the sequence, particularly the carpet [ph] pit as to when we would need to start pushing towards the ocean. So I think it's really a matter of looking at the effectiveness of the nearshore barrier and being confident that what we put into reserve we can extract. {BIO 1896120 <GO>} Okay, thank you. And if I could just get one other one in. I didn't hear any operating synergies or other at the Golden Triangle area. Is there any synergies to come from there, or maybe some capital sharing, any insights on that would be helpful? {BIO 19152958 <GO>} Yeah, thanks, Tanya. We certainly see the driver from -- of the synergies from Full Potential. It will be those two bigger assets in Cadia and Lihir, but Dean Gehring is also on the line. And Dean, again, I'll get you to comment on what you saw across both Red Chris and Brucejack. Certainly, Tanya, there are opportunities across both those operations underneath our Full Potential program, but, Dean, if I can get you to comment for Tanya. {BIO 18915817 <GO>} Yeah. Sure, Tom. And, Tanya, as I know you're well aware, the two sites, while they are close in air miles, it still takes three-ish hours or something to transport back and forth. There are some examples of equipment sharing, but there's just not a lot of opportunities for that. I think where the biggest opportunities will come is really on the commercial side, similar to what Aaron mentioned before about Lihir. Certainly, as it relates to Full Potential, I think there's still a lot more than we can lean in on there. But I would also just say, as Tom mentioned earlier, really to keep our eye on that full district FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 12 of 16 Q - Tanya Jakusconek A - Tom Palmer Operator Q - Brian MacArthur A - Tom Palmer potential, because as we continue to develop that over many decades, that opportunity for synergies in that area is just going to increase. {BIO 1896120 <GO>} Okay, thank you. I'll leave it to someone else ask questions. Thank you very much for answering my questions. {BIO 19152958 <GO>} All right. Thanks, Tanya. Thank you. Our next question comes from Brian MacArthur from Raymond James. Please go ahead, Brian. Your line is now open. {BIO 1506578 <GO>} Good morning, and thanks for taking my question. Tom, I just wanted to go back to this portfolio optimization you talked about, potentially divestitures, but then sequencing capital all within two years. I mean, just within two years, can you maybe just give me a rough percentages of that $2 billion, what's sequencing and what's sales, because obviously there is a couple of projects that you could delay which would save some sequencing of capital in that timeframe? And the second part of my question is, you've talked in the past about not trying to develop too many big projects at the same time. You might have one big greenfield and a brownfield at the same time. With the larger company, do you think that strategy will change, i.e., you would be able to take on two greenfield projects at the same time, or would you still stick with your lower-risk sequencing strategy of maybe one and one? Thanks. {BIO 19152958 <GO>} Yeah, thanks, Brian. So in terms of the first part of your question, if you think about the combined portfolio coming together, we've really got two projects that are in execution. The sinking the shaft at Tanami with the supporting infrastructure and building the new mine at Ahafo North. So they are in execution. They flow through and they are a significant part of the execution of development capital over the next couple of years. On the Newmont side, as you think about projects that aren't in execution yet, latest stage of studies that are sort of in some of our outlook, as we've talked about a few times, we've got Dean Gehring looking at Yanacocha Sulfides and Dean's looking at everything from full funds approval towards the end of next year through to making a decision to put Yanacocha fully into closure and a number of scenarios in between there. If we were, for instance, to delay Yanacocha Sulfides for a period of time, that would take several hundred million dollars out of next year and the year after. Also in the Newmont portfolio, you've got the layback of the Pamour pit, something in the order of $300 million there next year. You've got the Coffee project starting to shape up in some of our longer-term profile and need to think about where that fitted in. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 13 of 16 Q - Brian MacArthur A - Tom Palmer Operator Q - Anita Soni A - Tom Palmer If you then come across to the Newcrest portfolio, there is probably three big projects that we will need to spend some time working through and analyzing in this combined portfolio. It's the pace at which we would develop a Wafi-Golpu, the Red Chris block caves, and the Havieron deposit at Telfer. And there's a myriad of smaller projects. So the work in front of us is to understand that full suite of projects and ensure that they are sequenced up so that you're managing the appropriate draw of cash that goes towards that reinvestment back in the business. In terms of your second part of your question, that actually plays into that analysis. So my view of a portfolio of this size, the portfolio of Newmont today or portfolio of one of the major diversified doesn't change much. There is the project execution risk. How many mega or major projects across different continents can you take on at any one time, ensure you've got the appropriate oversight and governance to be able to manage those projects. And one really big mega project in the multi-billion dollars and a major project of up to around $1 billion is still really what you want to be thinking about managing at any one time. There might be a tail from one to the other. But certainly at the peak of the spend, you want to be -- you want to be spreading that out. So you've got project execution risk managed, but also that draw on cash managed. And that will still be a filter that we will apply as we do our portfolio optimization work in the coming weeks and months. {BIO 1506578 <GO>} Great. Thanks very much. Very clear. {BIO 19152958 <GO>} Right. Thanks, Brian. Thank you. (Operator Instructions) We have a follow-up question from Anita Soni from CIBC World Markets. Please go ahead, Anita. Your line is now open. {BIO 7539461 <GO>} Hi, thanks for taking my follow-up. So you haven't talked a lot about the people in the acquisitions. I'm just wondering -- I know you basically are saying that you are scaling up the Australian office and then you're going to put a regional office in Lihir. Can you just talk about what you plan to synergize there and what like in terms of level, like all of the Newcrest head office kind of gone, regional office gone and you guys will be using your regional offices? Is that the case or is there something else we should be thinking about there? {BIO 19152958 <GO>} Yes. Thanks, Anita. Maybe just to step through the three different jurisdictions that the Newcrest operations are in. We'd certainly be stepping up our presence in Port Moresby with essentially a Senior Vice President and a fifth region and having a presence in that city that's supporting both our relationships with the government and the communities and the Lihir operation, the Wafi-Golpu project. Not dissimilar to the role that I joined him on in FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 14 of 16 Q - Anita Soni A - Tom Palmer Q - Anita Soni just almost 10 years ago when I was the Senior Vice President for Indonesia based in Jakarta and supporting the very large Batu Hijau operation. So it's a concept we know and so the PNG setup would be along similar lines. So it would be a bit more of a senior presence in Papua New Guinea. Some really terrific Newcrest people on the ground. I was in Port Moresby a week or so ago and got to meet some of the people on the ground and spent some time getting to understand Port Moresby and PNG. And pretty excited about the potential of that country. Coming to Australia, we -- I mean, as I talked about in the prepared remarks, we've been in Australia a very long time. In fact, half of Newmont's life have been in Australia. So we already have a very significant presence in Australia. Not only do we have our regional office supporting Boddington and Tanami, but we have a significant part of our business base down there. We've got our essentially a health safety security team in Australia, we've got a significant proportion of our exploration team. Our technical team, we've got projects and studies in Australia. And those folks live in Perth, but they also live further afield in the Northern Territory in Queensland, in South Australia. So we already have our presence in Australia. When we then think about the Newcrest team, two operations and some of the technical support and skills that Newcrest brings, there will be an increasing presence in Australia. There's some key blockade technology that's all based in Australia that we'd be looking to retain as part of our business going forward. The vast majority of people that work for Newcrest work at their operating sites. And those operating sites are still a very important part of our portfolio. So if I think about this business at close, I think the combined workforce of operators and -- sorry, employees and contractors is the order of 40,000 people. The vast majority of those people work at the operating sites in essential roles needed going forward. Up into Canada, we have a regional team. Newcrest has got a small team in Vancouver. The vast majority of people in Canada are living and working in and around the Brucejack and Red Chris operations and they are important parts of the portfolio going forward and they will be important parts of Newmont going forward. {BIO 7539461 <GO>} Okay. So this $100 million is basically the corporate -- it really comes down to some of the corporate G&A that Newcrest has? {BIO 19152958 <GO>} That's right. It's a pretty standard stuff. In fact, very -- I mean, not dissimilar sizes. Goldcorp four years ago and Newcrest today and similar synergies. It was about $100 million of synergies from Goldcorp four years ago for G&A and similar in this case. And it's really that corporate G&A. We don't need people -- we don't need all the governance that comes with the second public company in Australia, all those sorts of things. {BIO 7539461 <GO>} And then in terms of -- I guess, I'm just trying to understand things like -- sorry, severance costs and things like that. I mean, the synergies are sort of one -- like ongoing every FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 15 of 16 A - Tom Palmer Q - Anita Soni A - Tom Palmer Q - Anita Soni A - Tom Palmer Operator A - Tom Palmer Operator annual, but are there any upfront things that we have to think about as people are let go? {BIO 19152958 <GO>} Thanks, Anita. The synergies we commit to are net of any cost to implement, whether that be in the G&A, whether that be in supply chain or whether that be in the Full Potential. And as you say, they are ongoing, they are annual synergies. {BIO 7539461 <GO>} All right. And then in terms of the capital allocation, I think you answered it a little bit with Brian's question and sort of my parameters. Like, when you sold Kalgoorlie, I mean, one of the sort of key drivers was, you said it was requiring a lot of CapEx in the next few years and you couldn't see the return on that in the short term. So I would probably qualify -- classify Red Chris as one of those. And I'm just wondering how you think about that one. It's in a good jurisdiction, theoretically long-life asset, but it definitely consumes a lot of cash in the near term, maybe there's some potential there, but hard to say. So like how long -- I mean, it's kind of an expensive option to have. So can you just talk specifically about Red Chris? {BIO 19152958 <GO>} Yeah. I would -- we've got more work to do to take our due diligence to the next level of integration, but everything we saw at Red Chris is it's a very, very, very long life operation. With the Newcrest know-how around block caves, it is a mine that will be a very successful part of the Newmont portfolio for decades. So we're approaching Red Chris from that perspective. So it's really more around understanding when and how you bring it on, but it's firmly in our sights as an anchor operation for our position in the Golden Triangle in British Columbia. {BIO 7539461 <GO>} Okay. And then you answered my last question about synergies, they are net of any costs that you have. Okay. So that's it for my question. Thank you. {BIO 19152958 <GO>} Great. Thanks, Anita. Thank you. This does conclude the question-and-answer session, so I would like to turn the conference back over to Tom Palmer for any closing remarks. {BIO 19152958 <GO>} Thank you, operator, and thank you, everyone, for making the time to dial in and listen today and wish you all a lovely rest of your day. Thanks, everyone. FINAL Bloomberg Transcript |
Company Name: Newmont Corp Company Ticker: NEM US Equity Date: 2023-05-15 Page 16 of 16 Thank you. Ladies and gentlemen, this concludes today's call. Thank you for joining. You may now disconnect your lines. This transcript may not be 100 percent accurate and may contain misspellings and other inaccuracies. This transcript is provided "as is", without express or implied warranties of any kind. Bloomberg retains all rights to this transcript and provides it solely for your personal, non-commercial use. Bloomberg, its suppliers and third-party agents shall have no liability for errors in this transcript or for lost profits, losses, or direct, indirect, incidental, consequential, special or punitive damages in connection with the furnishing, performance or use of such transcript. Neither the information nor any opinion expressed in this transcript constitutes a solicitation of the purchase or sale of securities or commodities. Any opinion expressed in the transcript does not necessarily reflect the views of Bloomberg LP. © COPYRIGHT 2023, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited. FINAL Bloomberg Transcript |