NEWMONT Corp /DE/ (Form: 10-Q, Received: 04/27/2023 07:03:33)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to__________

Commission File Number: 001-31240

NEWMONT CORPORATION

(Exact name of registrant as specified in its charter)



Delaware						84-1611629
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

6900 E Layton Ave
Denver, Colorado						80237
(Address of Principal Executive Offices)						(Zip Code)
Registrant’s telephone number, including area code (303) 863-7414

Securities registered or to be 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No

There were 794,712,201 shares of common stock outstanding on April 20, 2023.

Table of Contents

TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION
GLOSSARY OF ABBREVIATIONS		1
FIRST QUARTER 2023 RESULTS AND HIGHLIGHTS		2
ITEM 1.	FINANCIAL STATEMENTS	5
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statement s of Changes in Equity	9
	Notes to Condensed Consolidated Financial Statements	10
	Note 1 Basis of Presentation	10
	Note 2 Summary of Significant Accounting Policies	10
	Note 3 Segment Information	11
	Note 4 Sales	14
	Note 5 Reclamation and Remediation	15
	Note 6 Other Expense, Net	17
	Note 7 Other Income (Loss), Net	17
	Note 8 Income and Mining Taxes	17
	Note 9 Fair Value Accounting	17
	Note 10 Investments	19
	Note 11 Inventories	20
	Note 12 Stockpiles and Ore on Leach Pads	20
	Note 13 Debt	21
	Note 14 Other Liabilities	21
	Note 15 Accumulated Other Comprehensive Income (Loss)	21
	Note 16 Net Change in Operating Assets and Liabilities	22
	Note 17 Commitments and Contingencies	22
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
	Overview	26
	Consolidated Financial Results	27
	Results of Consolidated Operations	30
	Foreign Currency Exchange Rates	32
	Liquidity and Capital Resources	33
	Environmental	37
	Non-GAAP Financial Measures	37
	Accounting Developments	43
	Safe Harbor Statement	44
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45
ITEM 4.	CONTROLS AND PROCEDURES	47
	PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	48
ITEM 1A.	RISK FACTORS	48
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	48
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	48
ITEM 4.	MINE SAFETY DISCLOSURES	48
ITEM 5.	OTHER INFORMATION	49
ITEM 6.	EXHIBITS	49
SIGNATURES		50

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GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS


Unit						Unit of Measure
$						United States Dollar
%						Percent
A$						Australian Dollar
C$						Canadian Dollar
gram						Metric Gram
ounce						Troy Ounce
pound						United States Pound
tonne						Metric Ton


Abbreviation						Description
AISC (1)						All-In Sustaining Costs
ARC						Asset Retirement Cost

ASC						FASB Accounting Standard Codification
ASU						FASB Accounting Standard Update
AUD						Australian Dollar
CAD						Canadian Dollar
CAS						Costs Applicable to Sales
EBITDA (1)						Earnings Before Interest, Taxes, Depreciation and Amortization
EIA						Environmental Impact Assessment
EPA						U.S. Environmental Protection Agency
ESG						Environmental, Social and Governance
Exchange Act						U.S. Securities Exchange Act of 1934
FASB						Financial Accounting Standards Board
GAAP						U.S. Generally Accepted Accounting Principles
GEO (2)						Gold Equivalent Ounces
GHG						Greenhouse Gases, which are defined by the EPA as gases that trap heat in the atmosphere


LIBOR						London Interbank Offered Rate
LBMA						London Bullion Market Association
LME						London Metal Exchange
MD&A						Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations
MINAM						Ministry of the Environment of Peru
Mine Act						U.S. Federal Mine Safety and Health Act of 1977
MINEM						Ministry of Energy and Mines of Peru
MSHA						Federal Mine Safety and Health Administration
MXN						Mexican Peso
NPDES						National Pollutant Discharge Elimination System
SEC						U.S. Securities and Exchange Commission
Securities Act						U.S. Securities Act of 1933
SOFR						Secured Overnight Financing Rate
U.S.						The United States of America
USD						United States Dollar
WTP						Water Treatment Plant

____________________________

(1)Refer to Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis.

(2)Refer to Results of Consolidated Operations within Part I, Item 2, Management's Discussion and Analysis.

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NEWMONT CORPORATION

FIRST QUARTER 2023 RESULTS AND HIGHLIGHTS

(unaudited, in millions, except per share, per ounce and per pound)


	Three Months Ended March 31,
		2023		2022
Financial Results:
Sales		$	2,679	$	3,023
Gold		$	2,303	$	2,514
Copper		$	110	$	99
Silver		$	117	$	156
Lead		$	32	$	44
Zinc		$	117	$	210
Costs applicable to sales (1)		$	1,482	$	1,435
Gold		$	1,239	$	1,184
Copper		$	53	$	46
Silver		$	82	$	97
Lead		$	22	$	22
Zinc		$	86	$	86
Net income (loss) from continuing operations		$	351	$	453
Net income (loss)		$	363	$	469
Net income (loss) from continuing operations attributable to Newmont stockholders		$	339	$	432
Per common share, diluted:
Net income (loss) from continuing operations attributable to Newmont stockholders		$	0.42	$	0.54
Net income (loss) attributable to Newmont stockholders		$	0.44	$	0.56
Adjusted net income (loss) (2)		$	320	$	546
Adjusted net income (loss) per share, diluted (2)		$	0.40	$	0.69
Earnings before interest, taxes and depreciation and amortization (2)		$	1,065	$	1,237
Adjusted earnings before interest, taxes and depreciation and amortization (2)		$	990	$	1,390
Net cash provided by (used in) operating activities of continuing operations		$	481	$	689
Free cash flow (2)		$	(45)	$	252
Cash dividends paid per common share in the period ended March 31		$	0.40	$	0.55
Cash dividends declared per common share for the period ended March 31		$	0.40	$	0.55

____________________________

(1)Excludes Depreciation and amortization and Reclamation and remediation.

(2)Refer to Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis.

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NEWMONT CORPORATION

FIRST QUARTER 2023 RESULTS AND HIGHLIGHTS

(unaudited, in millions, except per share, per ounce and per pound)


	Three Months Ended March 31,
		2023		2022
Operating Results:
Consolidated gold ounces (thousands):
Produced		1,233		1,311
Sold		1,208		1,329
Attributable gold ounces (thousands):
Produced (1)		1,273		1,344
Sold (2)		1,188		1,291
Consolidated and attributable gold equivalent ounces - other metals (thousands) (3)
Produced		288		350
Sold		265		350
Consolidated and attributable - other metals:
Produced copper (million pounds)		26		19
Sold copper (million pounds)		26		21
Produced silver (thousand ounces)		7,463		8,080
Sold silver (thousand ounces)		6,124		7,652
Produced lead (million pounds)		41		44
Sold lead (million pounds)		36		42
Produced zinc (million pounds)		102		114
Sold zinc (million pounds)		99		120
Average realized price:
Gold (per ounce)		$	1,906	$	1,892
Copper (per pound)		$	4.18	$	4.84
Silver (per ounce)		$	19.17	$	20.36
Lead (per pound)		$	0.86	$	1.06
Zinc (per pound)		$	1.18	$	1.75
Consolidated costs applicable to sales: (4)(5)
Gold (per ounce)		$	1,025	$	890
Gold equivalent ounces - other metals (per ounce) (3)		$	918	$	717
All-in sustaining costs: (5)
Gold (per ounce)		$	1,376	$	1,156
Gold equivalent ounces - other metals (per ounce) (3)		$	1,322	$	997

____________________________

(1)Attributable gold ounces produced includes 60 and 69 thousand ounces for the three months ended March 31, 2023 and 2022, respectively, related to the Pueblo Viejo mine, which is 40% owned by Newmont and accounted for as an equity method investment.

(2)Attributable gold ounces sold excludes ounces related to the Pueblo Viejo mine, which is 40% owned by Newmont and accounted for as an equity method investment.

(3)Gold equivalent ounces are calculated as pounds or ounces produced or sold multiplied by the ratio of the other metals’ price to the gold price. In 2023, the Company updated the metal prices utilized for this calculation to align with reserve metal price assumptions; this resulted in fewer calculated gold equivalent ounces - other metals produced and sold of 55 thousand ounces and 48 thousand ounces, respectively, than would have been calculated based on the pricing used in 2022 for this calculation. Refer to Results of Consolidated Operations within Part I, Item 2, Management's Discussion and Analysis for further information.

(4)Excludes Depreciation and amortization and Reclamation and remediation.

(5)Refer to Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis.

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First Quarter 2023 Highlights (dollars in millions, except per share, per ounce and per pound amounts)

•Net income: Reported Net income (loss) from continuing operations attributable to Newmont stockholders of $339 or $0.42 per diluted share, a decrease of $93 from the prior-year quarter primarily due to lower sales volumes for all metals except copper, higher Costs applicable to sales predominately resulting from cost inflation impacts, partially offset by a non-cash pension settlement charge recognized in 2022, lower Depreciation and amortization, and the net gain recognized on the exchange and subsequent sale of Triple Flag Precious Metals Corporation shares in 2023 compared to the loss on the sale of the La Zanja equity method investment in 2022.

•Adjusted net income: Reported Adjusted net income of $320 or $0.40 per diluted share, a decrease of $0.29 per diluted share from the prior-year quarter (see Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis).

•Adjusted EBITDA: Reported $990 in Adjusted EBITDA, a decrease of 29% from the prior-year quarter (see Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis).

•Cash Flow: Reported Net cash provided by (used in) operating activities of continuing operations of $481, a decrease of 30% from the prior year, and free cash flow of $(45) (see Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis).

•ESG: In April 2023, published Annual Sustainability Report, providing a transparent view of ESG performance, and the Taxes and Royalties Contribution Report, providing an overview of the Company's tax strategy and economic contributions as part of its commitment to shared value creation.

•Attributable gold production: Produced 1.3 million attributable ounces of gold and 288 thousand attributable gold equivalent ounces from co-products.

•Financial strength: Ended the quarter with $2.7 billion of consolidated cash, $797 million of time deposits with a maturity of more than three months but less than one year, and $6.5 billion of total liquidity; declared a dividend of $0.40 per share in April 2023.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions except per share)


	Three Months Ended March 31,
		2023		2022
Sales (Note 4)		$	2,679	$	3,023

Costs and expenses:
Costs applicable to sales (1)		1,482		1,435
Depreciation and amortization		461		547
Reclamation and remediation (Note 5)		66		61
Exploration		48		38
Advanced projects, research and development		35		44
General and administrative		74		64


Other expense, net (Note 6)		8		35
		2,174		2,224
Other income (expense):

Other income (loss), net (Note 7)		99		(109)
Interest expense, net of capitalized interest		(65)		(62)
		34		(171)
Income (loss) before income and mining tax and other items		539		628
Income and mining tax benefit (expense) (Note 8)		(213)		(214)
Equity income (loss) of affiliates (Note 10)		25		39
Net income (loss) from continuing operations		351		453
Net income (loss) from discontinued operations		12		16
Net income (loss)		363		469
Net loss (income) attributable to noncontrolling interests (Note 1)		(12)		(21)
Net income (loss) attributable to Newmont stockholders		$	351	$	448

Net income (loss) attributable to Newmont stockholders:
Continuing operations		$	339	$	432
Discontinued operations		12		16
		$	351	$	448
Weighted average common shares (millions):
Basic		794		793
Effect of employee stock-based awards		1		1
Diluted		795		794

Net income (loss) attributable to Newmont stockholders per common share:
Basic:
Continuing operations		$	0.42	$	0.54
Discontinued operations		0.02		0.02
		$	0.44	$	0.56
Diluted:
Continuing operations		$	0.42	$	0.54
Discontinued operations		0.02		0.02
		$	0.44	$	0.56

____________________________

(1)Excludes Depreciation and amortization and Reclamation and remediation.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)


	Three Months Ended March 31,
		2023		2022
Net income (loss)		$	363	$	469
Other comprehensive income (loss):
Change in marketable securities, net of tax		(1)		(1)
Foreign currency translation adjustments		(1)		(1)
Change in pension and other post-retirement benefits, net of tax		(1)		122
Reclassification of (gain) loss on cash flow hedge instruments from accumulated other comprehensive income (loss), net of tax		(3)		1
Other comprehensive income (loss)		(6)		121
Comprehensive income (loss)		$	357	$	590

Comprehensive income (loss) attributable to:
Newmont stockholders		$	345	$	569
Noncontrolling interests		12		21
		$	357	$	590

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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NEWMONT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)


	At March 31, 2023		At December 31, 2022
ASSETS
Cash and cash equivalents	$	2,657	$	2,877
Time deposits and other investments (Note 10)	847		880
Trade receivables (Note 4)	348		366
Inventories (Note 11)	1,067		979
Stockpiles and ore on leach pads (Note 12)	905		774

Other current assets	735		639

Current assets	6,559		6,515
Property, plant and mine development, net	24,097		24,073
Investments (Note 10)	3,216		3,278
Stockpiles and ore on leach pads (Note 12)	1,691		1,716
Deferred income tax assets	170		173
Goodwill	1,971		1,971
Other non-current assets	670		756

Total assets	$	38,374	$	38,482

LIABILITIES
Accounts payable	$	648	$	633
Employee-related benefits	302		399
Income and mining taxes payable	213		199
Lease and other financing obligations	96		96

Other current liabilities (Note 14)	1,493		1,599

Current liabilities	2,752		2,926
Debt (Note 13)	5,572		5,571
Lease and other financing obligations	451		465
Reclamation and remediation liabilities (Note 5)	6,603		6,578
Deferred income tax liabilities	1,800		1,809
Employee-related benefits	395		342
Silver streaming agreement	805		828
Other non-current liabilities (Note 14)	437		430

Total liabilities	18,815		18,949


Commitments and contingencies (Note 17)

EQUITY
Common stock	1,281		1,279
Treasury stock	(261)		(239)
Additional paid-in capital	17,386		17,369
Accumulated other comprehensive income (loss) (Note 15)	23		29
Retained earnings (accumulated deficit)	948		916
Newmont stockholders' equity	19,377		19,354
Noncontrolling interests	182		179
Total equity	19,559		19,533
Total liabilities and equity	$	38,374	$	38,482

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	Three Months Ended March 31,
	2023		2022
Operating activities:
Net income (loss)	$	363	$	469
Non-cash adjustments:
Depreciation and amortization	461		547
Net loss (income) from discontinued operations	(12)		(16)
Reclamation and remediation	61		57
Change in fair value of investments (Note 7)	(41)		(39)
(Gain) loss on asset and investment sales, net (Note 7)	(36)		35
Stock-based compensation	19		18
Deferred income taxes	15		(41)






Charges from pension settlement (Note 7)	—		130
Other non-cash adjustments	13		(6)
Net change in operating assets and liabilities (Note 16)	(362)		(465)
Net cash provided by (used in) operating activities of continuing operations	481		689
Net cash provided by (used in) operating activities of discontinued operations	—		5
Net cash provided by (used in) operating activities	481		694

Investing activities:
Proceeds from maturities of investments	557		—
Additions to property, plant and mine development	(526)		(437)

Purchases of investments	(525)		(4)
Proceeds from asset and investment sales	181		9
Contributions to equity method investees	(41)		(52)
Return of investment from equity method investees	—		13


Other	12		(48)


Net cash provided by (used in) investing activities	(342)		(519)

Financing activities:
Dividends paid to common stockholders	(318)		(436)
Funding from noncontrolling interests	41		32
Distributions to noncontrolling interests	(34)		(59)
Payments for withholding of employee taxes related to stock-based compensation	(22)		(36)
Payments on lease and other financing obligations	(16)		(19)
Acquisition of noncontrolling interests (Note 1)	—		(300)
Repayment of debt	—		(89)




Other	(1)		12
Net cash provided by (used in) financing activities	(350)		(895)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(8)		3
Net change in cash, cash equivalents and restricted cash	(219)		(717)
Cash, cash equivalents and restricted cash at beginning of period	2,944		5,093
Cash, cash equivalents and restricted cash at end of period	$	2,725	$	4,376

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	2,657	$	4,272
Restricted cash included in Other current assets	1		50
Restricted cash included in Other non-current assets	67		54
Total cash, cash equivalents and restricted cash	$	2,725	$	4,376

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited, in millions)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	799	$	1,279	(6)	$	(239)	$	17,369	$	29	$	916	$	179	$	19,533
Net income (loss)	—	—		—	—		—		—		351		12		363
Other comprehensive income (loss)	—	—		—	—		—		(6)		—		—		(6)
Dividends declared (1)	—	—		—	—		—		—		(319)		—		(319)
Distributions declared to noncontrolling interests	—	—		—	—		—		—		—		(40)		(40)
Cash calls requested from noncontrolling interests	—	—		—	—		—		—		—		31		31

Withholding of employee taxes related to stock-based compensation	—	—		(1)	(22)		—		—		—		—		(22)

Stock-based awards and related share issuances	1	2		—	—		17		—		—		—		19
Balance at March 31, 2023	800	$	1,281	(7)	$	(261)	$	17,386	$	23	$	948	$	182	$	19,559

____________________________

(1)Cash dividends paid per common share were $0.40 for the three months ended March 31, 2023.


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Noncontrolling Interests		Total Equity		Contingently Redeemable Noncontrolling Interest
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	797	$	1,276	(5)	$	(200)	$	17,981	$	(133)	$	3,098	$	(209)	$	21,813	$	48
Net income (loss)	—	—		—	—		—		—		448		21		469		—
Other comprehensive income (loss)	—	—		—	—		—		121		—		—		121		—
Dividends declared (1)	—	—		—	—		—		—		(439)		—		(439)		—
Distributions declared to noncontrolling interests	—	—		—	—		—		—		—		(59)		(59)		—
Cash calls requested from noncontrolling interests	—	—		—	—		—		—		—		30		30		—
Withholding of employee taxes related to stock-based compensation	—	—		(1)	(36)		—		—		—		—		(36)		—
Acquisition of noncontrolling interests (Note 1)	—	—		—	—		(699)		—		—		399		(300)		—
Reclassification of contingently redeemable noncontrolling interests (Note 1)	—	—		—	—		—		—		—		—		—		(48)
Stock options exercised	—	—		—	—		14		—		—		—		14		—
Stock-based awards and related share issuances	2	2		—	—		16		—		—		—		18		—
Balance at March 31, 2022	799	$	1,278	(6)	$	(236)	$	17,312	$	(12)	$	3,107	$	182	$	21,631	$	—

____________________________

(1)Cash dividends paid per common share were $0.55 for the three months ended March 31, 2022.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

NOTE 1 BASIS OF PRESENTATION

The interim Condensed Consolidated Financial Statements (“interim statements”) of Newmont Corporation, a Delaware corporation and its subsidiaries (collectively, “Newmont,” “we,” “us,” or the “Company”) are unaudited. In the opinion of management, all normal recurring adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements for the year ended December 31, 2022 filed on February 23, 2023 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.

Noncontrolling interests

For the three months ended March 31, 2023, Net loss (income) attributable to noncontrolling interest is comprised of income of $12, all of which is related to Suriname Gold project C.V. (“Merian”). For the three months ended March 31, 2022, Net loss (income) attributable to noncontrolling interest is comprised of income of $20 and $1 related to Merian and Minera Yanacocha S.R.L. ("Yanacocha"), respectively. Newmont consolidates Merian through its wholly-owned subsidiary, Newmont Suriname LLC., in its Condensed Consolidated Financial Statements as the primary beneficiary of Merian, which is a variable interest entity.

Yanacocha transaction

In February 2022, the Company completed the acquisition of Compañia de Minas Buenaventura S.A.A. (“Buenaventura”) 43.65% noncontrolling interest in Yanacocha (the "Yanacocha Transaction") for $300 cash consideration, certain royalties on any production from other future potential projects, and contingent payments of up to $100 tied to higher metal prices, achieving commercial production at the Yanacocha Sulfides project and resolution on the outstanding Yanacocha tax dispute. Concurrently, the Company sold its 46.94% ownership interest in Minera La Zanja S.R.L. ("La Zanja") for a $45 loss on sale of its equity interest, included in Other income (loss), net. Additionally, in March 2022, Sumitomo exercised its option to require Yanacocha to repurchase its 5% interest which closed in the second quarter of 2022, resulting in the Company obtaining 100% ownership interest in Yanacocha.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

The Company continues to experience the impacts from geopolitical and macroeconomic pressures. With the resulting volatile environment, the Company continues to monitor inflationary conditions, the effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions relating to the Russian invasion of Ukraine and the COVID-19 pandemic, as well as an uncertain and evolving labor market. Additionally, in early 2023 the banking industry experienced adversity including bank failures, take-overs, and entrance into receivership or insolvency, amongst other events. While the Company has not experienced any impacts from these recent events, further instability in the banking system could put the liquidity of Newmont and third parties with which we do business at risk. The Company maintains strict adherence to its cash investment policies which focus on highly rated investments and capital preservation mechanisms to achieve the Company’s strategic objectives.

These factors could have further potential short- and, possibly, long-term material adverse impacts on the Company including, but not limited to, volatility in commodity prices and the prices for gold and other metals, changes in the equity and debt markets or country specific factors adversely impacting discount rates, significant cost inflation impacts on production, capital and asset retirement costs, logistical challenges, workforce interruptions and financial market disruptions, as well as potential impacts to estimated costs and timing of projects.

In the third quarter of 2022, the Company announced the delay of the full-funds investment decision for the Yanacocha Sulfides project in Peru in response to the current market conditions. While the Company has extended the timeline of the full-funds decision, assessment of the project remains a priority as the Company continues to advance engineering and long-term procurement activities. The delay of the Yanacocha Sulfides project is intended to focus funds on current operations and other capital commitments while management assesses execution and project options, up to and including transitioning Yanacocha operations into full closure. To the extent that assessment determines that the project is no longer sufficiently profitable or economically feasible under the Company’s internal requirements, it would result in negative modifications to our proven and probable reserves. Additionally, should the Company ultimately decide to forgo the development of Yanacocha Sulfides, the current carrying value of the assets under construction and other long-lived assets of the Yanacocha operations could become impaired and the timing of certain closure activities would be accelerated. As of March 31, 2023, the Yanacocha operations have total long-lived assets of approximately $1,065, inclusive of approximately $683 of assets under construction related to Yanacocha Sulfides. Refer also to our risk factors under the titles "Estimates relating to projects and mine plans of existing operations are uncertain and we may incur higher costs and lower economic returns than estimated” and "Our long-lived assets and goodwill could become impaired, which could have a material non-cash adverse effect on our results of operations” included in Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, for further information.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

Additionally, the Company continues to hold the Conga project in Peru, which we do not currently anticipate developing in the next ten years as we continue to assess Yanacocha Sulfides; accordingly, the Conga project remains in care and maintenance. Should we be unable to develop the Conga project or conclude that future development is not in the best interest of the business, we may consider other alternatives for the project, which may result in a future impairment charge for the remaining assets. The total assets at Conga were $898 at March 31, 2023.

The Company will continue to monitor and evaluate the potential impacts of the current and ongoing inflationary pressures and supply chain disruptions. Depending on the duration and extent of ongoing global developments and inflationary conditions, these factors could materially impact the Company’s results of operations, cash flows and financial condition and could result in material impairment charges to the Company’s Property, plant and mine development, net; Inventories; Stockpiles and ore on leach pads; Investments; Deferred income tax assets; and Goodwill.

Refer to Note 17 below for further information on risks and uncertainties that could have a potential impact on the Company as well as Note 2 of the Consolidated Financial Statements included in Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. Actual results could differ from these estimates.

Reclassifications

Certain amounts and disclosures in prior years have been reclassified to conform to the current year presentation.

Recently Issued Accounting Pronouncements and Federal Laws

Effects of Reference Rate Reform

In March 2020, ASU No. 2020-04 was issued which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. In January 2021, ASU No. 2021-01 was issued which broadened the scope of ASU No. 2020-04 to include certain derivative instruments. In December 2022, ASU No. 2022-06 was issued which deferred the sunset date of ASU No. 2020-04. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. The Company is in the process of reviewing key contracts to identify any contracts that reference the LIBOR and to implement adequate fallback provisions if not already implemented to mitigate the risks or impacts from the transition. No material impacts are expected to the consolidated financial statements or disclosures.

Inflation Reduction Act

In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the "IRA") into law. The IRA introduced an excise tax on stock repurchases of 1% of the fair market value of stock repurchases net of stock issued during the tax year and a corporate alternative minimum tax (the "Corporate AMT") of 15% on the adjusted financial statement income ("AFSI") of corporations with average AFSI exceeding $1 billion over a three-year period. The excise tax on stock repurchases is effective on net stock repurchases made after December 31, 2022 and the Corporate AMT is effective for tax periods beginning in fiscal year 2023. While waiting on pending Department of Treasury regulatory guidance, the Company is continuing to monitor developments. Based upon information known to date, the IRA had no material impact on our current consolidated financial statements and is not expected to have a material impact on future consolidated financial statements, disclosures, or cash flows.

NOTE 3 SEGMENT INFORMATION

The Company regularly reviews its segment reporting for alignment with its strategic goals and operational structure as well as for evaluation of business performance and allocation of resources by Newmont’s Chief Operating Decision Maker ("CODM"). In January 2023, Newmont reassessed and revised its operating strategies and the accountabilities of the senior leadership team in light of the continuing volatile and uncertain market conditions. Following these changes, the Company reevaluated its segments to reflect certain changes in the financial information regularly reviewed by the CODM. As a result, the Company determined that its reportable segments were each of its 12 mining operations and its 38.5% interest in Nevada Gold Mines ("NGM"), which is accounted for using the proportionate consolidation method. Segment results for the prior periods have been recast to reflect the change in reportable segments.

In the following tables, Income (loss) before income and mining tax and other items from reportable segments does not reflect general corporate expenses, interest (except project-specific interest) or income and mining taxes. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

evaluating segment performance. The Company's business activities and operating segments that are not considered reportable, including all equity method investments, are reported in Corporate and Other, which has been provided for reconciliation purposes.

The financial information relating to the Company’s segments is as follows:


	Sales		Costs Applicable to Sales		Depreciation and Amortization		Advanced Projects, Research and Development and Exploration		Income (Loss) before Income and Mining Tax and Other Items		Capital Expenditures (1)
Three Months Ended March 31, 2023
CC&V	$	91	$	51	$	7	$	3	$	27	$	10
Musselwhite	83		58		19		1		6		14
Porcupine	123		70		29		4		15		22
Éléonore	129		75		27		1		26		14
Peñasquito:
Gold	110		67		20
Silver	117		82		25
Lead	32		22		7
Zinc	117		86		24
Total Peñasquito	376		257		76		3		22		35
Merian	159		85		18		3		53		14
Cerro Negro	116		70		31		2		7		35
Yanacocha	100		56		16		3		—		63
Boddington:
Gold	381		167		28
Copper	110		53		9
Total Boddington	491		220		37		2		233		37
Tanami	123		61		19		4		40		74
Ahafo	249		130		39		6		71		90
Akyem	148		63		29		3		49		10
Nevada Gold Mines	491		286		106		7		85		84
Corporate and Other	—		—		8		41		(95)		6
Consolidated	$	2,679	$	1,482	$	461	$	83	$	539	$	508

____________________________

(1)Includes a decrease in accrued capital expenditures of $18. Consolidated capital expenditures on a cash basis were $526.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)


	Sales		Costs Applicable to Sales		Depreciation and Amortization		Advanced Projects, Research and Development and Exploration		Income (Loss) before Income and Mining Tax and Other Items		Capital Expenditures (1)
Three Months Ended March 31, 2022
CC&V	$	68	$	52	$	16	$	1	$	(3)	$	4
Musselwhite	60		43		16		1		(3)		6
Porcupine	114		66		22		3		17		36
Éléonore	94		62		29		—		(1)		10
Peñasquito:
Gold	252		87		39
Silver	156		97		44
Lead	44		22		10
Zinc	210		86		35
Total Peñasquito	662		292		128		5		241		40
Merian	195		87		22		3		81		11
Cerro Negro	122		63		39		3		8		28
Yanacocha	127		67		25		1		7		56
Boddington:
Gold	381		162		28
Copper	99		46		8
Total Boddington	480		208		36		1		233		18
Tanami	186		65		22		6		78		84
Ahafo	202		106		31		4		67		59
Akyem	169		67		30		4		67		12
Nevada Gold Mines	544		257		125		6		153		66
Corporate and Other	—		—		6		44		(317)		16
Consolidated	$	3,023	$	1,435	$	547	$	82	$	628	$	446

____________________________

(1)Includes an increase in accrued capital expenditures of $9; consolidated capital expenditures on a cash basis were $437.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

NOTE 4 SALES

The following tables present the Company’s Sales by mining operation, product and inventory type:


	Gold Sales from Doré Production		Sales from Concentrate and Other Production		Total Sales
Three Months Ended March 31, 2023
CC&V	$	91	$	—	$	91
Musselwhite	83		—		83
Porcupine	123		—		123
Éléonore	129		—		129
Peñasquito:
Gold	15		95		110
Silver (1)	—		117		117
Lead	—		32		32
Zinc	—		117		117
Total Peñasquito	15		361		376
Merian	159		—		159
Cerro Negro	116		—		116
Yanacocha	94		6		100
Boddington:
Gold	93		288		381
Copper	—		110		110
Total Boddington	93		398		491
Tanami	123		—		123
Ahafo	249		—		249
Akyem	148		—		148
Nevada Gold Mines (2)	473		18		491
Consolidated	$	1,896	$	783	$	2,679

____________________________

(1)Silver sales from concentrate includes $16 related to non-cash amortization of the silver streaming agreement liability.

(2)The Company purchases its proportionate share of gold doré from NGM for resale to third parties. Gold doré purchases from NGM totaled $481 for the three months ended March 31, 2023.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)


	Gold Sales from Doré Production		Sales from Concentrate and Other Production		Total Sales
Three Months Ended March 31, 2022
CC&V	$	63	$	5	$	68
Musselwhite	60		—		60
Porcupine	114		—		114
Éléonore	94		—		94
Peñasquito:
Gold	31		221		252
Silver (1)	—		156		156
Lead	—		44		44
Zinc	—		210		210
Total Peñasquito	31		631		662
Merian	195		—		195
Cerro Negro	122		—		122
Yanacocha	127		—		127
Boddington:
Gold	91		290		381
Copper	—		99		99
Total Boddington	91		389		480
Tanami	186		—		186
Ahafo	202		—		202
Akyem	169		—		169
Nevada Gold Mines (2)	529		15		544
Consolidated	$	1,983	$	1,040	$	3,023

____________________________

(1)Silver sales from concentrate includes $19 related to non-cash amortization of the silver streaming agreement liability.

(2)The Company purchases its proportionate share of gold doré from NGM for resale to third parties. Gold doré purchases from NGM totaled $526 for the three months ended March 31, 2022.

Trade Receivables and Provisional Sales

At March 31, 2023 and December 31, 2022, Trade receivables primarily consisted of sales from provisionally priced concentrate and other production. The impact to Sales from revenue recognized due to the changes in pricing on provisional sales is an increase of $22 and $58 for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, Newmont had the following provisionally priced concentrate sales subject to final pricing over the next several months:


	Gold		Copper		Silver		Lead		Zinc
	(ounces, in thousands)		(pounds, in millions)		(ounces, in thousands)		(pounds, in millions)		(pounds, in millions)
Provisionally priced sales subject to final pricing (1)	132		37		3,493		19		59
Average provisional price, per measure	$	1,969	$	4.05	$	24.08	$	0.96	$	1.33

____________________________

(1)Includes provisionally priced by-product sales subject to final pricing, which are recognized within Costs applicable to sales.

NOTE 5 RECLAMATION AND REMEDIATION

The Company’s mining and exploration activities are subject to various domestic and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation and remediation costs are based principally on current legal and regulatory requirements.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

The Company’s Reclamation and remediation expense consisted of:


	Three Months Ended March 31,
		2023		2022
Reclamation adjustments and other		$	2	$	1
Reclamation accretion		60		43
Reclamation expense		62		44

Remediation adjustments and other		2		16
Remediation accretion		2		1
Remediation expense		4		17
Reclamation and remediation		$	66	$	61

The following are reconciliations of Reclamation and remediation liabilities:


	Reclamation				Remediation (1)
	2023		2022		2023		2022
Balance at January 1,	$	6,731	$	5,768	$	373	$	344
Additions, changes in estimates and other	—		—		—		13

Payments, net	(41)		(32)		(5)		(6)
Accretion expense	60		43		2		1
Balance at March 31,	$	6,750	$	5,779	$	370	$	352

____________________________

(1)The $13 addition for the three months ended March 31, 2022 is due to expected higher waste disposal costs at Midnite Mine.


	At March 31, 2023						At December 31, 2022
	Reclamation		Remediation		Total		Reclamation		Remediation		Total
Current (1)	$	473	$	44	$	517	$	482	$	44	$	526
Non-current (2)	6,277		326		6,603		6,249		329		6,578
Total (3)	$	6,750	$	370	$	7,120	$	6,731	$	373	$	7,104

____________________________

(1)The current portion of reclamation and remediation liabilities are included in Other current liabilities.

(2)The non-current portion of reclamation and remediation liabilities are included in Reclamation and remediation liabilities.

(3)Total reclamation liabilities include $3,721 and $3,722 related to Yanacocha at March 31, 2023 and December 31, 2022, respectively.

The Company is also involved in several matters concerning environmental remediation obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Other current liabilities and Reclamation and remediation liabilities in the period estimates are revised.

Included in Other non-current assets at March 31, 2023 and December 31, 2022 are $62 and $62 respectively, of non-current restricted cash held for purposes of settling reclamation and remediation obligations. The amounts at March 31, 2023 and December 31, 2022 primarily relate to the Ahafo and Akyem mines.

Included in Other non-current assets at March 31, 2023 and December 31, 2022 are $34 and $35, respectively, of non-current restricted investments, which are legally pledged for purposes of settling reclamation and remediation obligations. The amounts at March 31, 2023 and December 31, 2022 primarily relate to San Jose Reservoir at Yanacocha.

Refer to Note 17 for further discussion of reclamation and remediation matters.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

NOTE 6 OTHER EXPENSE, NET


	Three Months Ended March 31,
		2023		2022
Impairment charges		$	4	$	—
Restructuring and severance		2		1
COVID-19 specific costs (1)		—		17

Settlement costs		—		13
Other		2		4
Other expense, net		$	8	$	35

____________________________

(1)Beginning January 1, 2023, COVID-19 specific costs incurred in the ordinary course of business are recognized in Costs applicable to sales.

NOTE 7 OTHER INCOME (LOSS), NET


	Three Months Ended March 31,
		2023		2022
Change in fair value of investments		$	41	$	39
Gain (loss) on asset and investment sales, net (1)		36		(35)
Interest		36		5
Foreign currency exchange, net		(11)		1
Pension settlement (2)		—		(130)


Other		(3)		11
Other income (loss), net		$	99	$	(109)

____________________________

(1)For the three months ended March 31, 2023, primarily consists of the gain recognized on the exchange of the previously held Maverix Metals, Inc. ("Maverix") investment for the Triple Flag Precious Metals Corporation ("Triple Flag") investment in January 2023, partially offset by the loss on the sale of the Triple Flag investment in March 2023. Refer to Note 10 for further information. For the three months ended March 31, 2022, primarily consists of the loss recognized on the sale of the La Zanja equity method investment. Refer to Note 1 for further information.

(2)Primarily relates to the non-cash pension settlement charges of $130 resulting from the Company executing an annuitization to transfer a portion of the pension plan obligations from the Company's U.S. qualified defined benefit pension plans to an insurance company using plan assets during the first quarter of 2022.

NOTE 8 INCOME AND MINING TAXES

A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate follows:


	Three Months Ended March 31, (1)
		2023	2022
Income (loss) before income and mining tax and other items					$	539			$	628

U.S. federal statutory tax rate			21	%	$	113	21	%	$	132
Reconciling items:


Foreign rate differential			8		43		11		69

Mining and other taxes (net of associated federal benefit)			5		29		6		37




Other			6		28		(4)		(24)
Income and mining tax expense (benefit)			40	%	$	213	34	%	$	214

____________________________

(1)Tax rates may not recalculate due to rounding.

NOTE 9 FAIR VALUE ACCOUNTING

The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Refer to Note 13 of the Consolidated Financial Statements included in Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 for further information on the Company's assets and liabilities included in the fair value hierarchy presented below.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)


	Fair Value at March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents (1)	$	2,657	$	2,657	$	—	$	—
Restricted cash	68		68		—		—
Time deposits and other (Note 10)	815		—		815		—
Trade receivable from provisional sales, net	348		—		348		—

Marketable equity securities (Note 10)	299		288		11		—
Restricted marketable debt securities (Note 10)	26		22		4		—
Restricted other assets (Note 10)	8		8		—		—
Contingent consideration assets	187		—		—		187
Derivative assets	12		—		12		—
	$	4,420	$	3,043	$	1,190	$	187
Liabilities:
Debt (2)	$	5,320	$	—	$	5,320	$	—
Contingent consideration liabilities	5		—		—		5
	$	5,325	$	—	$	5,320	$	5


	Fair Value at December 31, 2022
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents (1)	$	2,877	$	2,877	$	—	$	—
Restricted cash	67		67		—		—
Time deposits and other (Note 10)	846		—		846		—
Trade receivable from provisional sales, net	364		—		364		—
Long-lived assets	25		—		—		25

Marketable equity securities (Note 10)	260		250		10		—
Restricted marketable debt securities (Note 10)	27		23		4		—
Restricted other assets (Note 10)	8		8		—		—
Contingent consideration assets	188		—		—		188
Derivative assets	20		—		20		—
	$	4,682	$	3,225	$	1,244	$	213
Liabilities:
Debt (2)	$	5,136	$	—	$	5,136	$	—
Contingent consideration liabilities	3		—		—		3
	$	5,139	$	—	$	5,136	$	3

____________________________

(1)Cash and cash equivalents include time deposits that have an original maturity of three months or less.

(2)Debt is carried at amortized cost. The outstanding carrying value was $5,572 and $5,571 at March 31, 2023 and December 31, 2022, respectively. Refer to Note 13 for further information. The fair value measurement of debt was based on an independent third-party pricing source.

The following tables set forth a summary of the quantitative and qualitative information related to the significant observable and unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities at March 31, 2023 and December 31, 2022:


Description	At March 31, 2023		Valuation Technique	Significant Input	Range, Point Estimate or Average
Contingent consideration assets	$	187	Monte Carlo (1)	Discount rate (2)		8.76 - 29.59	%
Contingent consideration liabilities	$	5	Discounted cash flow	Discount rate (2)		5.56 - 7.08	%


Description	At December 31, 2022		Valuation Technique	Significant Input	Range, Point Estimate or Average
Long-lived assets	$	25	Market-based approach	Various (3)		Various (3)
Contingent consideration assets	$	188	Monte Carlo (1)	Discount rate (2)		8.75 - 29.59	%
Contingent consideration liabilities	$	3	Discounted cash flow	Discount rate (2)		5.56 - 7.08	%

____________________________

(1)A Monte Carlo valuation model is used for the fair value measurement of the Batu Hijau contingent consideration asset. All other contingent consideration assets are valued using a probability-weighted discounted cash flow where the significant input is the discount rate.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

(2)The weighted average discount rate used to calculate the Company’s contingent consideration assets and liabilities is 11.85% and 6.47%, respectively, at March 31, 2023 and 11.86% and 6.07%, respectively, at December 31, 2022. Various other inputs including, but not limited to, metal prices and production profiles were considered in determining the fair value of the individual contingent consideration assets and liabilities.

(3)At December 31, 2022, the Company recognized an impairment charge on the long-lived assets at CC&V, which resulted in a remaining long-lived asset balance of $25. The impairment was determined using the income approach and included the following significant inputs (i) updated cash flow information from the Company's business and closure plans at December 31, 2022, (ii) a short-term gold price of $1,750, (iii) a long-term gold price of $1,600, (iv) current estimates of reserves, resources, and exploration potential, and (v) a country specific pre-tax discount rate of 6.75%. The Company performed a nonrecurring fair value measurement and estimated the fair value of the remaining asset balance using a market-based approach based on the appraised value in an assumed sale to a third-party market participant.

The following tables set forth a summary of changes in the fair value of the Company’s recurring Level 3 financial assets and liabilities:


	Contingent Consideration Assets (1)		Total Assets		Contingent Consideration Liabilities		Total Liabilities
Fair value at December 31, 2022	$	188	$	188	$	3	$	3

Revaluation	(1)		(1)		2		2

Fair value at March 31, 2023	$	187	$	187	$	5	$	5


	Contingent Consideration Assets (1)		Total Assets		Contingent consideration liabilities		Total liabilities
Fair value at December 31, 2021	$	171	$	171	$	5	$	5

Revaluation	8		8		—		—
Fair value at March 31, 2022	$	179	$	179	$	5	$	5

____________________________

(1)In 2023, the (loss) gain recognized on revaluation of $(7) and $6 is included in Other Income (loss), net and Net income (loss) from discontinued operations, respectively. In 2022, the gain recognized on revaluation is included in Net income (loss) from discontinued operations.

NOTE 10 INVESTMENTS


	At March 31, 2023		At December 31, 2022
Time deposits and other investments:
Time deposits and other (1)	$	815	$	846
Marketable equity securities	32		34
	$	847	$	880

Non-current investments:
Marketable equity securities	$	267	$	226

Equity method investments:
Pueblo Viejo Mine (40.0%)	$	1,466	$	1,435
NuevaUnión Project (50.0%)	960		956
Norte Abierto Project (50.0%)	523		518
Maverix Metals, Inc. (—% and 28.5%, respectively) (2)	—		143

	2,949		3,052
	$	3,216	$	3,278

Non-current restricted investments: (3)
Marketable debt securities	$	26	$	27
Other assets	8		8
	$	34	$	35

____________________________

(1)At March 31, 2023 and December 31, 2022, Time deposits and other primarily includes time deposits with an original maturity of more than three months but less than one year of $797 and $829, respectively, and related accrued interest of $7 and $9, respectively.

(2)In January 2023, Maverix was fully acquired by Triple Flag. The Company's ownership interest in the newly combined company was subsequently sold in March 2023. Refer to "Maverix Metals, Inc." below for further information.

(3)Non-current restricted investments are legally pledged for purposes of settling reclamation and remediation obligations and are included in Other non-current assets. Refer to Note 5 for further information regarding these amounts.

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

Equity method investments

Income (loss) from the Company's equity method investments is recognized in Equity income (loss) of affiliates, which for the three months ended March 31, 2023 and March 31, 2022 primarily consists of income of $21 and $35, respectively, from the Pueblo Viejo mine.

See below for further information on the Company's equity method investments.

Pueblo Viejo

As of March 31, 2023 and December 31, 2022, the Company had outstanding shareholder loans to Pueblo Viejo of $374 and $356, with accrued interest of $4 and $8, respectively, included in the Pueblo Viejo equity method investment. Additionally, the Company has an unfunded commitment to Pueblo Viejo in the form of a revolving loan facility ("Revolving Facility"). There were no borrowings outstanding under the Revolving Facility as of March 31, 2023.

The Company purchases its portion (40%) of gold and silver produced from Pueblo Viejo at market price and resells those ounces to third parties. Total payments made to Pueblo Viejo for gold and silver purchased were $117 and $138 for the three months ended March 31, 2023 and March 31, 2022, respectively. These purchases, net of subsequent sales, are included in Other income (loss), net and the net amount is immaterial. There were no amounts due to or due from Pueblo Viejo for gold and silver purchases as of March 31, 2023 or December 31, 2022.

Maverix Metals, Inc.

In January 2023, Triple Flag acquired all of the issued and outstanding common shares of Maverix, resulting in Newmont holding a 7.5% ownership interest in the combined company. Prior to close, Newmont held 28.5% of Maverix’s outstanding common shares. In March 2023, the Company sold all of its common shares in Triple Flag. As a result, a net gain of $36 was recognized in the first quarter of 2023, which is included in Other income, net in the Condensed Consolidated Statement of Operations.

NOTE 11 INVENTORIES


	At March 31, 2023		At December 31, 2022
Materials and supplies	$	779	$	750
In-process	134		123
Concentrate	85		47
Precious metals	69		59
Inventories	$	1,067	$	979

NOTE 12 STOCKPILES AND ORE ON LEACH PADS


	At March 31, 2023						At December 31, 2022
	Stockpiles		Ore on Leach Pads		Total		Stockpiles		Ore on Leach Pads		Total
Current	$	580	$	325	$	905	$	480	$	294	$	774
Non-current	1,372		319		1,691		1,391		325		1,716
Total	$	1,952	$	644	$	2,596	$	1,871	$	619	$	2,490

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

NOTE 13 DEBT

Scheduled minimum debt repayments are as follows:


	At March 31, 2023
Year Ending December 31,
2023 (for the remainder of 2023)	$	—
2024	—
2025	—
2026	—
2027	—
Thereafter	5,624
Total face value of debt	5,624
Unamortized premiums, discounts, and issuance costs	(52)
Debt	$	5,572

NOTE 14 OTHER LIABILITIES


	At March 31, 2023		At December 31, 2022
Other current liabilities:
Reclamation and remediation liabilities	$	517	$	526
Accrued operating costs	338		370
Accrued capital expenditures	203		221
Payables to NGM (1)	57		73
Other (2)	378		409
	$	1,493	$	1,599

Other non-current liabilities:
Income and mining taxes (3)	$	217	$	206
Other (4)	220		224
	$	437	$	430

_________________________

(1)Primarily consists of amounts due to NGM representing Barrick's 61.5% proportionate share of the amount owed to NGM for gold and silver purchased by Newmont. Newmont’s 38.5% share of such amounts is eliminated upon proportionate consolidation of its interest in NGM. Receivables for Newmont's 38.5% proportionate share related to NGM's activities with Barrick are presented within Other current assets.

(2)Primarily consists of the current portion of the silver streaming agreement liability, royalties, taxes other than income and mining taxes, and accrued interest on debt.

(3)Primarily consists of unrecognized tax benefits, including penalties and interest.

(4)Primarily consists of the non-current portion of the Norte Abierto deferred payments and operating lease liabilities.

NOTE 15 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


	Unrealized Gain (Loss) on Investment Securities, net		Foreign Currency Translation Adjustments		Pension and Other Post-retirement Benefit Adjustments		Unrealized Gain (Loss) on Cash Flow Hedge Instruments		Total
Balance at December 31, 2022	$	(1)	$	126	$	(27)	$	(69)	$	29
Net current-period other comprehensive income (loss):
Gain (loss) in other comprehensive income (loss) before reclassifications	(1)		(1)		(3)		(4)		(9)
(Gain) loss reclassified from accumulated other comprehensive income (loss)	—		—		2		1		3
Other comprehensive income (loss)	(1)		(1)		(1)		(3)		(6)
Balance at March 31, 2023	$	(2)	$	125	$	(28)	$	(72)	$	23

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

NOTE 16 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

Net cash provided by (used in) operating activities of continuing operations attributable to the net change in operating assets and liabilities is composed of the following:


	Three Months Ended March 31,
	2023		2022
Decrease (increase) in operating assets:
Trade and other receivables	$	(25)	$	(21)
Inventories, stockpiles and ore on leach pads	(171)		(44)
Other assets	19		(3)
Increase (decrease) in operating liabilities:
Accounts payable	19		(46)
Reclamation and remediation liabilities	(46)		(38)
Accrued tax liabilities	1		(165)
Other accrued liabilities	(159)		(148)
Net change in operating assets and liabilities	$	(362)	$	(465)

NOTE 17 COMMITMENTS AND CONTINGENCIES

General

Estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Operating Segments

The Company’s operating and reportable segments are identified in Note 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described herein are included in Corporate and Other. The Yanacocha matters relate to the Yanacocha reportable segment. The Newmont Ghana Gold and Newmont Golden Ridge matters relate to the Ahafo and Akyem reportable segments, respectively. The CC&V matter relates to the CC&V reportable segment. The Mexico tax matter relates to the Peñasquito reportable segment.

Environmental Matters

Refer to Note 5 for further information regarding reclamation and remediation. Details about certain significant matters are discussed below.

Minera Yanacocha S.R.L. - 100% Newmont Owned

In early 2015 and again in June 2017, the Peruvian government agency responsible for certain environmental regulations, the Ministry of the Environment (“MINAM”), issued proposed modifications to water quality criteria for designated beneficial uses which apply to mining companies, including Yanacocha. These criteria modified the in-stream water quality criteria pursuant to which Yanacocha has been designing water treatment processes and infrastructure. In December 2015, MINAM issued the final regulation that modified the water quality standards. These Peruvian regulations allow time to formulate a compliance plan and make any necessary changes to achieve compliance.

In February 2017, Yanacocha submitted a modification to its previously approved compliance achievement plan to the MINEM. The Company did not receive a response or comments to this submission until April 2021. During this interim period, Yanacocha separately submitted an Environmental Impact Assessment ("EIA") modification considering the ongoing operations and the projects to be developed and obtained authorization from MINEM for such projects. This authorization included a deadline for compliance with the modified water quality criteria by January 2024. In May 2022, Yanacocha submitted a proposed modification to this plan requesting an extension of time for coming into full compliance with the new regulations in 2027. In the event that MINEM does not grant Yanacocha an extension of the previously authorized timeline for, and agree to, the updated compliance achievement plan, fines and penalties relating to noncompliance may result beyond January 2024.

The Company currently operates five water treatment plants at Yanacocha that have been and currently meet all currently applicable water discharge requirements. The Company is conducting detailed studies to better estimate water management and other closure activities that will ensure water quality and quantity discharge requirements, including the modifications promulgated by MINAM, as referenced above, will be met. This also includes performing a comprehensive update to the Yanacocha reclamation plan to

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

address changes in closure activities and estimated closure costs while preserving optionality for potential future projects at Yanacocha. These ongoing studies, which will extend beyond the current year, continue to evaluate and revise assumptions and estimated costs of changes to the reclamation plan. While certain estimated costs remain subject to revision, the Company’s current asset retirement obligation includes plans for the construction and post-closure management of two new water treatment plants and initial consideration of known risks (including the associated risk that these water treatment estimates could change in the future as more work is completed). The ultimate construction costs of the two water treatment plants remain highly uncertain as ongoing study work and assessment of opportunities that incorporates the latest design considerations remain in progress. These and other additional risks and contingencies that are the subject of ongoing studies, including, but not limited to, a comprehensive review of the Company's tailings storage facility management, review of Yanacocha’s water balance and storm water management system, and review of post-closure management costs, could result in future material increases to the reclamation obligation at Yanacocha.

Yanacocha experienced heavy rainfall in early 2022, above average historical levels, which resulted in significant water balance stress and required active emergency management. Yanacocha has been in communication with Organismo Evaluación y Fiscalización Ambiental (“OEFA”), under MINAM, and local government regarding the emergency measures undertaken and contingency planning. Yanacocha was able to prevent any offsite release of untreated water, but did need to accumulate untreated water in mine pits. If accumulation in pits or other emergency measures are deemed a violation of existing permits, it could result in fines and penalties for unauthorized discharge. Such fines and penalties, if ultimately assessed, are currently unknown and otherwise cannot be reasonably estimated at this time. Extended periods of rainfall, more extreme storm events or increased overall rainfall beyond historical or planned levels may also result in flooding or stress of mine pits and maintenance and storage facilities (e.g., tailings water), unpermitted off-site discharges, delays to planned study work, increased cost related to water infrastructure adjustments and potential negative impacts to permitting and operations.

Cripple Creek & Victor Gold Mining Company LLC - 100% Newmont Owned

In December 2021, Cripple Creek & Victor Gold Mining Company LLC (“CC&V”, a wholly-owned subsidiary of the Company) entered into a Settlement Agreement (“Settlement Agreement”) with the Water Quality Control Division of the Colorado Department of Public Health and Environment (the “Division”) with a mutual objective of resolving issues associated with the new discharge permits issued by the Division in January 2021 for the historic Carlton Tunnel. The Carlton Tunnel was a historic tunnel completed in 1941 with the purpose of draining the southern portion of the mining district, subsequently consolidated by CC&V. CC&V has held discharge permits for the Carlton Tunnel since 1983, but the January 2021 new permits contained new water quality limits. The Settlement Agreement involves the installation of interim passive water treatment and ongoing monitoring over the next three years, and then more long-term water treatment installed with target compliance by November 2027. In 2022, the Company studied various interim passive water treatment options, reported the study results to the Division, and based on an evaluation of additional semi-passive options that involve the usage of power at the portal, updated the remediation liability to $20. CC&V continues to study alternative long-term remediation plans for water discharged from the Carlton Tunnel. Depending on the remediation plans that may ultimately be agreed with the Division, a material adjustment to the remediation liability may be required.

Dawn Mining Company LLC (“Dawn”) - 58.19% Newmont Owned

Midnite mine site and Dawn mill site. Dawn previously leased an open pit uranium mine, currently inactive, on the Spokane Indian Reservation in the State of Washington. The mine site is subject to regulation by agencies of the U.S. Department of Interior (the Bureau of Indian Affairs and the Bureau of Land Management), as well as the EPA.

As per the Consent Decree approved by the U.S. District Court for the Eastern District of Washington on January 17, 2012, the following actions were required of Newmont, Dawn, the Department of the Interior and the EPA: (i) Newmont and Dawn would design, construct and implement the cleanup plan selected by the EPA in 2006 for the Midnite mine site; (ii) Newmont and Dawn would reimburse the EPA for its past costs associated with overseeing the work; (iii) the Department of the Interior would contribute a lump sum amount toward past EPA costs and future costs related to the cleanup of the Midnite mine site; (iv) Newmont and Dawn would be responsible for all future EPA oversight costs and Midnite mine site cleanup costs; and (v) Newmont would post a surety bond for work at the site.

During 2012, the Department of Interior contributed its share of past EPA costs and future costs related to the cleanup of the Midnite mine site. In 2016, Newmont completed the remedial design process, with the exception of the new WTP design which was awaiting the approval of the new NPDES permit. Subsequently, the new NPDES permit was received in 2017 and the WTP design commenced in 2018. The EPA completed their assessment and approval of the WTP design in 2021 and Newmont has selected contractors for the construction of the new water treatment plant and effluent pipeline. Construction of the effluent pipeline began in 2021, and construction of the new WTP began in 2022.

The Dawn mill site is regulated by the Washington Department of Health (the "WDOH") and is in the process of being closed in accordance with the federal Uranium Mill Tailings Radiation Control Act, and associated Washington state regulations. Remediation at the Dawn mill site began in 2013. The Tailing Disposal Area 1-4 reclamation earthworks component was completed during 2017 with the embankment erosion protection completed in the second quarter of 2018. The remaining closure activities will consist primarily of finalizing an Alternative Concentration Limit application (the "ACL application") submitted in 2020 to the WDOH to address groundwater issues, and also evaporating the remaining balance of process water at the site. In the fourth quarter of 2022, the WDOH provided

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

comments on the ACL application, which Newmont is evaluating and conducting studies to better understand and respond to the comments provided by the WDOH. These studies and the related comment process will extend beyond the current year and could result in future material increases to the remediation obligation.

The remediation liability for the Midnite mine site and Dawn mill site is approximately $185, assumed 100% by Newmont, at March 31, 2023.

Goldcorp Canada Ltd. - 100% Newmont Owned

Porcupine mine site. The Porcupine complex is comprised of active open pit and underground mining operations as well as inactive, legacy sites from its extensive history of mining gold in and around the city of Timmins, Ontario since the early 1900s. As a result of these primarily historic mining activities, there are mine hazards in the area that could require some form of reclamation. The Company is conducting studies to better catalog, prioritize, and update its existing information of these historical mine hazards, to inform its closure plans and estimated closure costs. These studies will extend beyond the current year and could result in future material increases to the reclamation obligation at Porcupine.

Other Legal Matters

Newmont Corporation, as well as Newmont Canada Corporation, and Newmont Canada FN Holdings ULC – 100% Newmont Owned

Kirkland Lake Gold Inc., which was acquired by Agnico Eagle Mines Limited in 2022 (still referred to herein as “Kirkland” for ease of reference), owns certain mining and mineral rights in northeastern Ontario, Canada, referred to here as the Holt-McDermott property, on which it suspended operations in April 2020. A subsidiary of the Company has a retained royalty obligation (“Holt royalty obligation”) to Royal Gold, Inc. (“Royal Gold”) for production on the Holt-McDermott property. In August 2020, the Company and Kirkland signed a Strategic Alliance Agreement (the “Kirkland Agreement”). As part of the Kirkland Agreement, the Company purchased an option (the “Holt option”) for $75 from Kirkland for the mining and mineral rights subject to the Holt royalty obligation. The Company has the right to exercise the Holt option and acquire ownership to the mineral interests subject to the Holt royalty obligation in the event Kirkland intends to resume operations and process material subject to the obligation. Kirkland has the right to assume the Company’s Holt royalty obligation at any time, in which case the Holt option would terminate.

On August 16, 2021, International Royalty Corporation (“IRC”), a wholly-owned subsidiary of Royal Gold, filed an action in the Supreme Court of Nova Scotia against Newmont Corporation, Newmont Canada Corporation, Newmont Canada FN Holdings ULC (collectively "Newmont"), and certain Kirkland defendants (collectively "Kirkland"). IRC alleges the Kirkland Agreement is oppressive to the interests of Royal Gold under the Nova Scotia Companies Act and the Canada Business Corporations Act, and that, by entering into the Kirkland Agreement, Newmont breached its contractual obligations to Royal Gold. IRC seeks declaratory relief, and $350 in alleged royalty payments that it claims Newmont expected to pay under the Holt royalty obligation, but for the Kirkland Agreement. Kirkland filed a motion seeking dismissal of the case against it, which the court granted in October 2022. Newmont submitted its statement of defense on February 27, 2023. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.

NWG Investments Inc. v. Fronteer Gold Inc.

In April 2011, Newmont acquired Fronteer Gold Inc. (“Fronteer”).

Fronteer acquired NewWest Gold Corporation (“NewWest Gold”) in September 2007. At the time of that acquisition, NWG Investments Inc. (“NWG”) owned approximately 86% of NewWest Gold and an individual named Jacob Safra owned or controlled 100% of NWG. Prior to its acquisition of NewWest Gold, Fronteer entered into a June 2007 lock-up agreement with NWG providing that, among other things, NWG would support Fronteer’s acquisition of NewWest Gold. At that time, Fronteer owned approximately 47% of Aurora Energy Resources Inc. (“Aurora”), which, among other things, had a uranium exploration project in Labrador, Canada.

NWG contends that, during the negotiations leading up to the lock-up agreement, Fronteer represented to NWG, among other things, that Aurora would commence uranium mining in Labrador by 2013, that this was a firm date, that Aurora faced no current environmental issues in Labrador and that Aurora’s competitors faced delays in commencing uranium mining. NWG further contends that it entered into the lock-up agreement and agreed to support Fronteer’s acquisition of NewWest Gold in reliance upon these purported representations. On October 11, 2007, less than three weeks after the Fronteer-NewWest Gold transaction closed, a member of the Nunatsiavut Assembly introduced a motion calling for the adoption of a moratorium on uranium mining in Labrador. On April 8, 2008, the Nunatsiavut Assembly adopted a three-year moratorium on uranium mining in Labrador. NWG contends that Fronteer was aware during the negotiations of the NWG/Fronteer lock-up agreement that the Nunatsiavut Assembly planned on adopting this moratorium and that its adoption would preclude Aurora from commencing uranium mining by 2013, but Fronteer nonetheless fraudulently induced NWG to enter into the lock-up agreement.

On September 24, 2012, NWG served a summons and complaint on the Company, and then amended the complaint to add Newmont Canada Holdings ULC as a defendant. The complaint also named Fronteer Gold Inc. and Mark O’Dea as defendants. The complaint sought rescission of the merger between Fronteer and NewWest Gold and $750 in damages. In August 2013 the Supreme

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NEWMONT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, dollars in millions, except per share, per ounce and per pound amounts)

Court of New York, New York County issued an order granting the defendants’ motion to dismiss on forum non conveniens. Subsequently, NWG filed a notice of appeal of the decision and then a notice of dismissal of the appeal on March 24, 2014.

On February 26, 2014, NWG filed a lawsuit in Ontario Superior Court of Justice against Fronteer Gold Inc., Newmont Mining Corporation, Newmont Canada Holdings ULC, Newmont FH B.V. and Mark O’Dea. The Ontario complaint is based upon substantially the same allegations contained in the New York lawsuit with claims for fraudulent and negligent misrepresentation. NWG seeks disgorgement of profits since the close of the NWG deal on September 24, 2007 and damages in the amount of C$1,200. Newmont, along with other defendants, served the plaintiff with its statement of defense on October 17, 2014. Newmont, along with the other defendants, filed a motion to dismiss based on delay on November 29, 2022. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.

Newmont Ghana Gold Limited and Newmont Golden Ridge Limited - 100% Newmont Owned

On December 24, 2018, two individual plaintiffs, who are members of the Ghana Parliament (“Plaintiffs”), filed a writ to invoke the original jurisdiction of the Supreme Court of Ghana. On January 16, 2019, Plaintiffs filed the Statement of Plaintiff’s Case outlining the details of the Plaintiff’s case and subsequently served Newmont Ghana Gold Limited (“NGGL”) and Newmont Golden Ridge Limited (“NGRL”) along with the other named defendants, the Attorney General of Ghana, the Minerals Commission of Ghana and 33 other mining companies with interests in Ghana. The Plaintiffs allege that under article 268 of the 1992 Constitution of Ghana, the mining company defendants are not entitled to carry out any exploitation of minerals or other natural resources in Ghana, unless their respective transactions, contracts or concessions are ratified or exempted from ratification by the Parliament of Ghana. Newmont’s current mining leases are both ratified by Parliament; NGGL June 13, 2001 mining lease, ratified by Parliament on October 21, 2008, and NGRL January 19, 2010 mining lease; ratified by Parliament on December 3, 2015. The writ alleges that any mineral exploitation prior to Parliamentary ratification is unconstitutional. The Plaintiffs seek several remedies including: (i) a declaration as to the meaning of constitutional language at issue; (ii) an injunction precluding exploitation of minerals for any mining company without prior Parliamentary ratification; (iii) a declaration that all revenue as a result of violation of the Constitution shall be accounted for and recovered via cash equivalent; and (iv) an order that the Attorney General and Minerals Commission submit all un-ratified mining leases, undertakings or contracts to Parliament for ratification. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.

Other Commitments and Contingencies

Newmont is from time to time involved in various legal proceedings related to its business. Except in the above described proceedings, management does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition or results of operations.

Refer to Note 25 of the Consolidated Financial Statements included in Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 for information on the Company's deferred and contingent payments.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share, per ounce and per pound amounts)

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Corporation, a Delaware corporation, and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). Please see Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis for the non-GAAP financial measures used in this MD&A by the Company.

This item should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023.

Overview

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. Since 2015, Newmont has been ranked as the mining and metal sector's top gold miner by the S&P Global Corporate Sustainability Assessment. Newmont was ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020.

We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the U.S., Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia, and Ghana.

Refer to the discussion of Risk and Uncertainties within Note 2 of the Condensed Consolidated Financial Statements as well as the Consolidated Financial Results, Results of Consolidated Operations, Liquidity and Capital Resources and Non-GAAP Financial Measures sections presented below, for information about the continued impacts from the geopolitical and macroeconomic pressures including recent turmoil in the banking sector, inflation, effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions relating to the Russian invasion of Ukraine and the COVID-19 pandemic, as well as an uncertain and evolving labor market.

In January 2023, the Company reevaluated its segments to reflect certain changes in the financial information regularly reviewed by the CODM and determined that its reportable segments were each of its 12 mining operations and its 38.5% interest in Nevada Gold Mines ("NGM"), which is accounted for using the proportionate consolidation method. Segment results for the prior periods have been recast to reflect the change in reportable segments. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.

In the third quarter of 2022, the Company announced the delay of the full-funds investment decision for the Yanacocha Sulfides project in Peru. With the delay of the Yanacocha Sulfides project, management will focus its efforts on optimizing its allocation of funds to current operations and other capital commitments, while continuing to assess execution and project plan options, up to and including transitioning Yanacocha operations into full closure. Refer to Note 2 of the Condensed Consolidated Financial Statements for further discussion.

In February 2022, the Company completed the acquisition of Buenaventura's 43.65% noncontrolling interest in Minera Yanacocha S.R.L. ("Yanacocha") (the "Yanacocha Transaction") and sold its 46.94% ownership interest in Minera La Zanja S.R.L. ("La Zanja"). Additionally, in March 2022, Sumitomo exercised its option to require Yanacocha to repurchase its 5% interest which closed in the second quarter of 2022, resulting in the Company obtaining 100% ownership interest in Yanacocha. Refer to Note 1 of the Condensed Consolidated Financial Statements for further details regarding these transactions.

We continue to focus on improving safety and efficiency at our operations, maintaining leading ESG practices, and sustaining our global portfolio of longer-life, lower cost mines to generate the financial flexibility we need to strategically reinvest in the business, strengthen the Company’s investment-grade balance sheet and return cash to shareholders.

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Consolidated Financial Results

The details of our Net income (loss) from continuing operations attributable to Newmont stockholders are set forth below:


	Three Months Ended March 31,				Increase (Decrease)
	2023		2022
Net income (loss) from continuing operations attributable to Newmont stockholders	$	339	$	432	$	(93)
Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted	$	0.42	$	0.54	$	(0.12)

The decrease in Net income (loss) from continuing operations attributable to Newmont stockholders for the three months ended March 31, 2023, compared to the same period in 2022, is primarily due to a decrease in Sales resulting from lower average realized prices for all metals except gold and lower sales volumes for all metals except copper, largely as a result of (i) lower ore grade milled and lower mill recovery at Peñasquito; and (ii) lower production at Tanami due to significant rainfall and flooding in the Northern Territory and surrounding areas in early 2023, which resulted in transportation route closures into the mine ("Tanami rainfall event"). As a result, processing operations were paused for the majority of February 2023. During this time, mining operations continued and ore was stockpiled and in late February, transportation routes were reopened, and processing operations were resumed. The Company is working with its insurers related to the business interruption that resulted from this event.

Additionally, the decrease in Net income (loss) from continuing operations attributable to Newmont stockholders is also the result of higher Costs applicable to sales predominately resulting from cost inflation impacts, partially offset by a non-cash pension settlement charge recognized in 2022, lower Depreciation and amortization, and the net gain recognized on the sale of the Triple Flag Precious Metals Corporation ("Triple Flag") investment, acquired during the first quarter of 2023 in exchange for the previously held Maverix Metals Inc. ("Maverix") investment, compared to the loss on the sale of the La Zanja equity method investment in 2022.

The details and analyses of our Sales for all periods presented are set forth below. Refer to Note 4 of the Condensed Consolidated Financial Statements for further information.


	Three Months Ended March 31,				Increase (Decrease)		Percent Change
	2023		2022
Gold	$	2,303	$	2,514	$	(211)	(8)	%
Copper	110		99		11		11
Silver	117		156		(39)		(25)
Lead	32		44		(12)		(27)
Zinc	117		210		(93)		(44)
	$	2,679	$	3,023	$	(344)	(11)	%


	Three Months Ended March 31, 2023
	Gold		Copper		Silver		Lead		Zinc
	(ounces)		(pounds)		(ounces)		(pounds)		(pounds)
Consolidated sales:
Gross before provisional pricing and streaming impact	$	2,297	$	105	$	110	$	35	$	143
Provisional pricing mark-to-market	17		9		2		(2)		(4)
Silver streaming amortization	—		—		16		—		—
Gross after provisional pricing and streaming impact	2,314		114		128		33		139
Treatment and refining charges	(11)		(4)		(11)		(1)		(22)
Net	$	2,303	$	110	$	117	$	32	$	117
Consolidated ounces (thousands)/pounds (millions) sold	1,208		26		6,124		36		99
Average realized price (per ounce/pound): (1)
Gross before provisional pricing and streaming impact	$	1,901	$	3.99	$	17.98	$	0.95	$	1.44
Provisional pricing mark-to-market	14		0.33		0.30		(0.06)		(0.04)
Silver streaming amortization	—		—		2.56		—		—
Gross after provisional pricing and streaming impact	1,915		4.32		20.84		0.89		1.40
Treatment and refining charges	(9)		(0.14)		(1.67)		(0.03)		(0.22)
Net	$	1,906	$	4.18	$	19.17	$	0.86	$	1.18

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(1)Per ounce/pound measures may not recalculate due to rounding.

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	Three Months Ended March 31, 2022
	Gold		Copper		Silver		Lead		Zinc
	(ounces)		(pounds)		(ounces)		(pounds)		(pounds)
Consolidated sales:
Gross before provisional pricing and streaming impact	$	2,502	$	92	$	148	$	44	$	206
Provisional pricing mark-to-market	23		9		3		1		22
Silver streaming amortization	—		—		19		—		—
Gross after provisional pricing and streaming impact	2,525		101		170		45		228
Treatment and refining charges	(11)		(2)		(14)		(1)		(18)
Net	$	2,514	$	99	$	156	$	44	$	210
Consolidated ounces (thousands)/pounds (millions) sold	1,329		21		7,652		42		120
Average realized price (per ounce/pound): (1)
Gross before provisional pricing and streaming impact	$	1,883	$	4.51	$	19.41	$	1.06	$	1.72
Provisional pricing mark-to-market	17		0.45		0.36		0.03		0.18
Silver streaming amortization	—		—		2.45		—		—
Gross after provisional pricing and streaming impact	1,900		4.96		22.22		1.09		1.90
Treatment and refining charges	(8)		(0.12)		(1.86)		(0.03)		(0.15)
Net	$	1,892	$	4.84	$	20.36	$	1.06	$	1.75

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(1)Per ounce/pound measures may not recalculate due to rounding.

The change in consolidated sales is due to:


	Three Months Ended March 31,
	2023 vs. 2022
	Gold		Copper		Silver		Lead		Zinc
	(ounces)		(pounds)		(ounces)		(pounds)		(pounds)
Increase (decrease) in consolidated ounces/pounds sold	$	(229)	$	30	$	(34)	$	(5)	$	(40)
Increase (decrease) in average realized price	18		(17)		(8)		(7)		(49)
Decrease (increase) in treatment and refining charges	—		(2)		3		—		(4)
	$	(211)	$	11	$	(39)	$	(12)	$	(93)

For discussion regarding drivers impacting sales volumes by site, see Results of Consolidated Operations below.

The details of our Costs applicable to sales are set forth below. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.


	Three Months Ended March 31,				Increase (Decrease)		Percent Change
	2023		2022
Gold	$	1,239	$	1,184	$	55	5	%
Copper	53		46		7		15
Silver	82		97		(15)		(15)
Lead	22		22		—		—
Zinc	86		86		—		—
	$	1,482	$	1,435	$	47	3	%

The increase in Costs applicable to sales during the three months ended March 31, 2023, compared to the same period in 2022, is primarily due to impacts arising from the significant inflation experienced globally including increases in labor, materials, and maintenance costs, supply chain disruption and higher energy prices, partially offset by an increase in finished goods inventory and buildup of stockpile inventory at Peñasquito compared to a draw-down of stockpile inventory in 2022 and lower sales volumes.

For discussion regarding other significant drivers impacting Costs applicable to sales by site, see Results of Consolidated Operations below.

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The details of our Depreciation and amortization are set forth below. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.


	Three Months Ended March 31,				Increase (Decrease)		Percent Change
	2023		2022
Gold	$	388	$	444	$	(56)	(13)	%
Copper	9		8		1		13
Silver	25		44		(19)		(43)
Lead	7		10		(3)		(30)
Zinc	24		35		(11)		(31)
Other	8		6		2		33
	$	461	$	547	$	(86)	(16)	%

The decrease to Depreciation and amortization during the three months ended March 31, 2023, compared to the same period in 2022, is primarily due to the (i) lower production volume at NGM as a result of the ramp down of mining at Long Canyon, lower leach pad production, and lower ore grade mined and (ii) lower sales and production volume at Peñasquito as a result of an increase in finished goods inventory and a buildup of stockpile inventory compared to a draw-down in 2022 and lower ore grade mined.

For discussion regarding other significant drivers impacting Depreciation and amortization by site, see Results of Consolidated Operations below.

For discussion regarding variations in operations, see Results of Operations below.

Income and mining tax expense (benefit) was $213 and $214 during the three months ended March 31, 2023 and 2022, respectively. The effective tax rate is driven by a number of factors and the comparability of our income tax expense for the reported periods will be primarily affected by (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) impacts of the changes in tax law; (iv) valuation allowances on tax assets; (v) percentage depletion; (vi) fluctuation in the value of the USD and foreign currencies; and (vii) the impact of specific transactions and assessments. As a result, the effective tax rate will fluctuate, sometimes significantly, year to year. This trend is expected to continue in future periods. Refer to Note 8 of the Condensed Consolidated Financial Statements for further discussion of income taxes.


	Three Months Ended
	March 31, 2023								March 31, 2022
	Income (Loss) (1)		Effective Tax Rate			Income Tax (Benefit) Provision			Income (Loss) (1)		Effective Tax Rate			Income Tax (Benefit) Provision
Nevada	$	85	16	%		$	14		$	152	16	%		$	25
CC&V	27		19			5			(6)		—			—
Corporate & Other	(32)		50			(16)			(184)		23			(43)
Total US	80		4			3			(38)		47			(18)
Australia	255		35			90			292		35			103
Ghana	112		33			37			124		34			42
Suriname	37		24			9			71		27			19
Peru	(6)		—			—			2		50			1
Canada	54		13			7			(49)		2			(1)
Mexico	16		400			64			225		44			100
Argentina	(14)		—			—			(5)		340			(17)
Other Foreign	5		—			—			6		—			—
Rate adjustments	—		N/A			3		(2)	—		N/A			(15)		(2)
Consolidated	$	539	40	%	(3)	$	213		$	628	34	%	(3)	$	214

____________________________

(1)Represents income (loss) from continuing operations by geographic location before income taxes and equity income (loss) of affiliates. These amounts will not reconcile to the Segment Information for the reasons stated in Note 3 of the Condensed Consolidated Financial Statements.

(2)In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.

(3)The consolidated effective income tax rate is a function of the combined effective tax rates for the jurisdictions in which we operate. Variations in the relative proportions of jurisdictional income could result in fluctuations to our combined effective income tax rate.

In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the "IRA") into law. The IRA introduced an excise tax on stock repurchases of 1% and a corporate alternative minimum tax (the "Corporate AMT") of 15% on the adjusted financial statement income ("AFSI") of corporations with average AFSI exceeding $1 billion over a three-year period. The IRA is

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effective for fiscal periods beginning 2023. While waiting on pending Department of Treasury regulatory guidance, we are continuing to monitor developments. Based upon information known to date, the IRA has no material impact in the current consolidated financial statements, disclosures, or cash flows. Further, it is not anticipated to have a material impact to future consolidated financial statements, disclosures, or cash flows. Refer to Note 2 of the Condensed Consolidated Financial Statements for further information.

Refer to the Notes of the Condensed Consolidated Financial Statements for explanations of other financial statement line items.

Results of Consolidated Operations

Newmont has developed gold equivalent ounces ("GEO") metrics to provide a comparable basis for analysis and understanding of our operations and performance related to copper, silver, lead and zinc. Gold equivalent ounces are calculated as pounds or ounces produced or sold multiplied by the ratio of the other metals’ price to the gold price, using the metal prices in the table below:


	Gold		Copper		Silver		Lead		Zinc
	(ounce)		(pound)		(ounce)		(pound)		(pound)
2023 GEO Price	$	1,400	$	3.50	$	20.00	$	1.00	$	1.20
2022 GEO Price	$	1,200	$	3.25	$	23.00	$	0.95	$	1.15


	Gold or Other Metals Produced		Costs Applicable to Sales (1)				Depreciation and Amortization				All-In Sustaining Costs (2)
Three Months Ended March 31,	2023	2022	2023		2022		2023		2022		2023		2022
Gold	(ounces in thousands)		($ per ounce sold)				($ per ounce sold)				($ per ounce sold)
CC&V	48	35	$	1,062	$	1,426	$	153	$	448	$	1,375	$	1,676
Musselwhite	41	32	1,313		1,355		429		505		1,681		1,642
Porcupine	66	59	1,071		1,095		454		372		1,412		1,296
Éléonore	66	46	1,095		1,249		392		572		1,420		1,557
Peñasquito	85	137	1,199		651		367		292		1,539		843
Merian	82	101	1,028		845		212		214		1,235		991
Cerro Negro	67	68	1,146		974		507		600		1,379		1,252
Yanacocha	56	65	1,067		985		295		366		1,332		1,163
Boddington	199	182	841		816		141		142		1,035		931
Tanami	63	100	936		661		294		221		1,219		1,012
Ahafo	128	107	992		985		301		290		1,366		1,223
Akyem	71	91	810		737		370		327		1,067		942
Nevada Gold Mines	261	288	1,109		899		409		436		1,405		1,086
Total/Weighted-Average (3)	1,233	1,311	$	1,025	$	890	$	328	$	339	$	1,376	$	1,156
Merian (25%)	(20)	(25)
Yanacocha (—% and 5%, respectively) (4)	—	(11)
Attributable to Newmont	1,213	1,275

Gold equivalent ounces - other metals	(ounces in thousands)		($ per ounce sold)				($ per ounce sold)				($ per ounce sold)
Peñasquito (5)	224	299	$	954	$	695	$	280	$	299	$	1,351	$	951
Boddington (6)	64	51	809		833		138		145		1,019		959
Total/Weighted-Average (3)	288	350	$	918	$	717	$	245	$	275	$	1,322	$	997

Attributable gold from equity method investments (7)	(ounces in thousands)
Pueblo Viejo (40%)	60	69

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(1)Excludes Depreciation and amortization and Reclamation and remediation.

(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis.

(3)All-in sustaining costs and Depreciation and amortization include expenses for Corporate and Other.

(4)The Company acquired the remaining interest in Yanacocha in the second quarter of 2022, resulting in 100% ownership. The Company recognized amounts attributable to non-controlling interests for Yanacocha during the three months ended March 31, 2022 for the period prior to acquiring 100% ownership. Refer to Note 1 of the Condensed Consolidated Financial Statement for further information.

(5)For the three months ended March 31, 2023, the Peñasquito mine produced 7,463 thousand ounces of silver, 41 million pounds of lead and 102 million pounds of zinc. For the three months ended March 31, 2022, the Peñasquito mine produced 8,080 thousand ounces of silver, 44 million pounds of lead and 114 million pounds of zinc.

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(6)For the three months ended March 31, 2023 and 2022, Boddington produced 26 million and 19 million pounds of copper, respectively.

(7)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 10 of the Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Three Months Ended March 31, 2023 compared to 2022

CC&V, USA. Gold production increased 37% primarily due to higher leach pad recoveries. Costs applicable to sales per gold ounce decreased 26% primarily due to higher gold ounces sold and no inventory write-downs in the current year compared to inventory write-downs in the prior year. Depreciation and amortization per gold ounce decreased 66% primarily due to a lower depreciable asset base as a result of the impairment charge recognized during the fourth quarter of 2022. All-in sustaining costs per gold ounce decreased 18% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Musselwhite, Canada. Gold production increased 28% primarily due to higher mill throughput. Costs applicable to sales per gold ounce was generally in line with the prior year. Depreciation and amortization per gold ounce decreased 15% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce were generally in line with the prior year.

Porcupine, Canada. Gold production increased 12% primarily due to higher ore grade milled partially offset by lower mill throughput. Costs applicable to sales per gold ounce was generally in line with the prior year. Depreciation and amortization per gold ounce increased 22% primarily due to higher depreciation rates as a result of higher gold ounces mined, partially offset by higher gold ounces sold. All-in sustaining costs per gold ounce increased 9% primarily due to higher reclamation costs, higher advanced project and exploration costs and higher sustaining capital spend.

Éléonore, Canada. Gold production increased 43% primarily due to higher mill throughput and higher ore grade milled. Costs applicable to sales per gold ounce decreased 12% primarily due to higher gold ounces sold, partially offset by higher maintenance costs for underground equipment and higher materials and contract labor costs. Depreciation and amortization per gold ounce decreased 31% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 9% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Peñasquito, Mexico. Gold production decreased 38% primarily due to lower mill recovery and lower ore grade milled. Gold equivalent ounces – other metals production decreased 25% primarily due to a change in GEO pricing, noted above, that had an unfavorable impact to the calculated gold equivalent ounces - other metals produced of 17%, and lower other metals produced of 8%, as a result of lower mill recovery, partially offset by higher ore grade milled. Costs applicable to sales per gold ounce increased 84% primarily due to lower gold ounces sold, higher materials costs and higher workers' participation costs due to the Peñasquito profit-sharing agreement entered into during the second quarter of 2022. Costs applicable to sales per gold equivalent ounce – other metals increased 37% primarily due to lower gold equivalent ounces - other metals sold, higher materials costs and higher workers' participation costs due to the Peñasquito profit-sharing agreement entered into by the Company during the second quarter of 2022. Depreciation and amortization per gold ounce increased 26% primarily due to lower gold ounces sold, partially offset by lower depreciation rates as a result of lower gold ounces mined. Depreciation and amortization per gold equivalent ounces – other metals decreased 6% primarily due to lower depreciation rates as a result of lower gold equivalent ounces - other metals mined, partially offset by lower gold equivalent ounces - other metals sold. All-in sustaining costs per gold ounce increased 83% primarily due to higher costs applicable to sales per gold ounce. All-in sustaining costs per gold equivalent ounce – other metals increased 42% primarily due to higher costs applicable to sales per gold equivalent ounce - other metals and higher sustaining capital spend.

Merian, Suriname. Gold production decreased 19% primarily due to lower ore grade milled and lower mill throughput. Costs applicable to sales per gold ounce increased 22% primarily due to higher equipment maintenance costs, higher materials, fuel and energy costs resulting from cost inflation and lower gold ounces sold, partially offset by no inventory write-downs in the current year compared to inventory write-downs in the prior year. Depreciation and amortization per gold ounce was generally in line with the prior year. All-in sustaining costs per gold ounce increased 25% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Cerro Negro, Argentina. Gold production was generally in line with the prior year. Costs applicable to sales per gold ounce increased 18% primarily due to higher equipment maintenance costs, higher materials and contracted service costs resulting from cost inflation and lower gold ounces sold. Depreciation and amortization per gold ounce decreased 16% primarily due to lower depreciation rates as a result of lower gold ounces mined. All-in sustaining costs per gold ounce increased 10% primarily due higher costs applicable to sales per gold ounce.

Yanacocha, Peru. Gold production decreased 14% primarily due to lower leach pad recoveries. Costs applicable to sales per gold ounce increased 8% primarily due to higher contracted service, energy and materials costs resulting from cost inflation and lower gold ounces sold. Depreciation and amortization per gold ounce decreased 19% primarily due to lower depreciation rates as a result of lower gold ounces mined. All-in sustaining costs per gold ounce increased 15% primarily due to higher costs applicable to sales per gold ounce and higher advanced project and exploration costs.

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Boddington, Australia. Gold production increased 9% primarily due to higher mill throughput and higher mill recovery. Gold equivalent ounces – other metals production increased 25% primarily due to higher other metals produced of 35% as a result of higher ore grade milled, partially offset by a change in GEO pricing, noted above, that had an unfavorable impact to the calculated gold equivalent ounces - other metals produced of 10%. Costs applicable to sales per gold ounce was generally in line with the prior year. Costs applicable to sales per gold equivalent ounce – other metals was generally in line with the prior year. Depreciation and amortization per gold ounce was generally in line with the prior year. Depreciation and amortization per gold equivalent ounce – other metals decreased 5% primarily due to higher gold equivalent ounces - other metals sold. All-in sustaining costs per gold ounce increased 11% primarily due to higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 6% primarily due to higher sustaining capital costs, partially offset by higher gold equivalent ounces - other metals sold.

Tanami, Australia. Gold production decreased 37% primarily due to the Tanami rainfall event. Costs applicable to sales per gold ounce increased 42% primarily due to lower gold ounces sold and higher underground mining and maintenance costs. Depreciation and amortization per gold ounce increased 33% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 20% primarily due to lower gold ounces sold partially offset by lower sustaining capital spend.

Ahafo, Ghana. Gold production increased 20% primarily due to higher ore grade milled, partially offset by lower mill throughput. Costs applicable to sales per gold ounce were generally in line with the prior year. Depreciation and amortization per gold ounce was generally in line with the prior year. All-in sustaining costs per gold ounce increased 12% primarily due to higher sustaining capital spend, partially offset by higher gold ounces sold. In February, there was a conveyor failure from one of the primary crusher conveyors that feed the mill stockpile. The site is re-routing ore to the mill in order to minimize impacts to production and developing plans to re-build the conveyor, which it expects to commission later this year. The Company is working with its insurers and expects available insurance proceeds to substantially cover the costs of the conveyor rebuild.

Akyem, Ghana. Gold production decreased 22% primarily due to lower ore grade milled, a lower drawdown of in-circuit inventory compared to the prior year and lower mill throughput. Costs applicable to sales per gold ounce increased 10% primarily due to lower gold ounces sold and higher materials and contracted service costs resulting from cost inflation. Depreciation and amortization per gold ounce increased 13% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 13% primarily due to higher costs applicable to sales per gold ounce and higher reclamation costs.

Nevada Gold Mines, USA. Attributable gold production decreased 9% primarily due to lower mill throughput at Carlin and Cortez, lower leach pad production at Long Canyon due to the ramp down of mining and lower ore grade milled at Turquoise Ridge, partially offset by higher ore grade milled at Carlin and Cortez, higher mill throughput at Turquoise Ridge and higher mill recovery at Carlin. Costs applicable to sales per gold ounce increased 23% primarily due to higher maintenance costs, higher energy costs due to cost inflation and lower gold ounces sold at Carlin and Long Canyon, partially offset by higher gold ounces sold at Cortez and Turquoise Ridge. Depreciation and amortization per gold ounce decreased 6% primarily due to higher gold ounces sold at Turquoise Ridge and Cortez. All-in sustaining costs per gold ounce increased 29% primarily due to higher costs applicable to sales per gold ounce at Carlin, Phoenix and Long Canyon, as well as higher sustaining capital spend at Carlin and Cortez.

Pueblo Viejo, Dominican Republic. Attributable gold production decreased 13% primarily due to lower ore grade milled and lower mill throughput. Refer to Note 10 of the Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Foreign Currency Exchange Rates

Our foreign operations sell their gold, copper, silver, lead and zinc production based on USD metal prices. Therefore, fluctuations in foreign currency exchange rates do not have a material impact on our revenue. Despite selling gold and silver in London, we have no exposure to the euro or the British pound.

Foreign currency exchange rates can increase or decrease profits to the extent costs are paid in foreign currencies, including the Australian dollar, the Canadian dollar, the Mexican peso, the Argentine peso, the Peruvian sol, the Surinamese dollar, and the Ghanaian cedi. Approximately 49% of Costs applicable to sales were paid in currencies other than the USD during the three months ended March 31, 2023, respectively, as follows:


	Three Months Ended March 31, 2023
Australian dollar	17	%
Canadian dollar	14	%
Mexican peso	10	%
Argentine peso	5	%
Peruvian sol	2	%
Surinamese dollar	1	%
Ghanaian cedi	—	%

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Variations in the local currency exchange rates in relation to the USD at our foreign mining operations decreased Costs applicable to sales by $68 per ounce during the three months ended March 31, 2023 compared to the same periods in 2022, primarily in Argentina, Canada, and Australia.

Our Cerro Negro mine, located in Argentina, is a USD functional currency entity. Argentina is a hyperinflationary economy with a cumulative inflation rate of over 216% for the last three years. In recent years, Argentina’s central bank enacted a number of foreign currency controls in an effort to stabilize the local currency, including requiring the Company to convert USD proceeds from metal sales to local currency within 60 days from shipment date or five business days from receipt of cash, whichever happens first, as well as restricting payments to foreign-related entities denominated in foreign currency, such as dividends or distributions to the parent and related companies and royalties and other payments to foreign beneficiaries. These restrictions directly impact Cerro Negro's ability to pay principal portions of intercompany debt to the Company. We continue to monitor the foreign currency exposure risk and the limitations of repatriating cash to the U.S. Currently, these currency controls are not expected to have a material impact on our consolidated financial statements or disclosures.

Our Merian mine, located in the country of Suriname, is a USD functional currency entity. Suriname has experienced significant inflation over the last three years and is a highly inflationary economy. In 2021, the Central Bank took steps to stabilize the local currency, while the government introduced new legislation to narrow the gap between government revenues and spending. The measures to increase government revenue mainly consist of tax increases; however, Newmont and the Republic of Suriname have a Mineral Agreement in place that supersedes such measures. Despite steps taken by the Central Bank, the Surinamese Dollar has continued to devalue. The majority of Merian’s activity has historically been denominated in USD; as a result, the devaluation or depreciation of the Surinamese dollar has resulted in an immaterial impact on our financial statements. Therefore, future devaluation or depreciation of the Surinamese dollar is not expected to have a material impact on our consolidated financial statements or disclosures.

Liquidity and Capital Resources

Liquidity Overview

We have a disciplined capital allocation strategy of maintaining financial flexibility to execute our capital priorities and generate long-term value for our shareholders. Consistent with that strategy, we aim to self-fund development projects and make strategic partnerships focused on profitable growth, while reducing our debt and returning cash to stockholders through dividends and share repurchases.

The Company continues to experience the impacts from geopolitical and macroeconomic pressures. With the resulting volatile environment, the Company continues to monitor inflationary conditions, as well as the effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions, as well as an uncertain and evolving labor market. Depending on the duration and extent of the impact of these events, or changes in commodity prices, the prices for gold and other metals, and foreign exchange rates, we could continue to experience volatility; transportation industry disruptions could continue, including limitations on shipping produced metals; our supply chain could continue to experience disruption; cost inflation rates could further increase; or we could incur credit related losses of certain financial assets, which could materially impact the Company’s results of operations, cash flows and financial condition.

In early 2023, the banking industry experienced adversity in which certain banks encountered failures, take-overs, and entrance into receivership or insolvency, amongst other events. Further instability in the banking system could put the liquidity of Newmont and third parties with which we do business at risk. The Company maintains strict adherence to its cash investment policies which focus on highly rated investments and capital preservation mechanisms to achieve the Company’s strategic objectives.

As of March 31, 2023, we believe our available liquidity allows us to manage the short- and, possibly, long-term material adverse impacts of these events on our business. Refer to Note 2 of the Condensed Consolidated Financial Statements for further discussion on risks and uncertainties.

At March 31, 2023, the Company had $2,657 in Cash and cash equivalents. The majority of our cash and cash equivalents are invested in a variety of highly liquid investments with original maturities of three months or less. At March 31, 2023, the Company had $797 in time deposits with a maturity of more than three months but less than one year, which are included in Time deposits and other investments. Our Cash and cash equivalents and time deposits are highly liquid and low-risk investments that are available to fund our operations as necessary. We may have investments in prime money market funds that are classified as cash and cash equivalents; however, we continually monitor the need for reclassification under the SEC requirements for money market funds, and the potential that the shares of such funds could have a net asset value of less than their par value. We believe that our liquidity and capital resources are adequate to fund our operations and corporate activities.

At March 31, 2023, $915 of Cash and cash equivalents was held in foreign subsidiaries and is primarily held in USD denominated accounts with the remainder in foreign currencies readily convertible to USD. Cash and cash equivalents denominated in Argentine peso are subject to regulatory restrictions. Refer to Foreign Currency Exchange Rates above for further information. At March 31, 2023, $559 in consolidated cash and cash equivalents was held at certain foreign subsidiaries that, if repatriated, may be subject to withholding taxes. We expect that there would be no additional tax burden upon repatriation after considering the cash cost associated with the withholding taxes.

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We believe our existing consolidated Cash and cash equivalents, time deposits, available capacity on our revolving credit facility, and cash generated from continuing operations will be adequate to satisfy working capital needs, fund future growth, meet debt obligations and meet other liquidity requirements for the foreseeable future. At March 31, 2023, our borrowing capacity on our revolving credit facility was $3,000 and we had no borrowings outstanding. We continue to remain compliant with covenants and do not currently anticipate any events or circumstances that would impact our ability to access funds available on this facility.

Our financial position was as follows:


	At March 31, 2023		At December 31, 2022
Cash and cash equivalents	$	2,657	$	2,877
Time deposits (1)	797		829
Borrowing capacity on revolving credit facility	3,000		3,000
Total liquidity	$	6,454	$	6,706
Net debt (2)	$	2,665	$	2,426

____________________________

(1)Time deposits are included within Time deposits and other investments on the Condensed Consolidated Balance Sheets. Refer to Note 10 of the Condensed Consolidated Financial Statements for further information.

(2)Net debt is a non-GAAP financial measure used by management to evaluate financial flexibility and strength of the Company's balance sheet. See Non-GAAP Financial Measures within Part I, Item 2, Management's Discussion and Analysis.

Cash Flows

Net cash provided by (used in) operating activities of continuing operations was $481 during the three months ended March 31, 2023, a decrease in cash provided of $208 from the three months ended March 31, 2022, primarily due to a decrease in sales resulting from lower sales volumes for all metals except for copper and lower average realized prices for all metals except for gold, an increase in operating cash expenditures resulting from the impacts arising from the significant inflation experienced globally, and a buildup of inventory compared to the same period in 2022, primarily at Peñasquito, partially offset by a decrease in tax payments.

Net cash provided by (used in) investing activities was $(342) during the three months ended March 31, 2023, a decrease in cash used of $177 from the three months ended March 31, 2022, primarily due to the sale of the Triple Flag investment in 2023, the payment to Buenaventura relating to the sale of the La Zanja equity method investment in 2022, and higher net maturities of time deposits in 2023, partially offset by higher capital expenditures in 2023.

Net cash provided by (used in) financing activities was $(350) during the three months ended March 31, 2023, a decrease in cash used of $545 from the three months ended March 31, 2022, primarily due to the acquisition of noncontrolling interest in Yanacocha in 2022, lower dividend payments in 2023, and higher net repayments of debt in 2022.

Capital Resources

In April 2023, the Board declared a dividend of $0.40 per share, determined under the dividend framework. This framework is non-binding and is periodically reviewed and reassessed by the Board of Directors. The declaration and payment of future dividends remains at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

Capital Expenditures

Cash generated from operations is used to execute our capital priorities, which include sustaining and developing our global portfolio of long-lived assets. Our near-term development capital projects include Tanami Expansion 2 and Ahafo North, which are being funded from existing liquidity and will continue to be funded from future operating cash flows.

We consider sustaining capital as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations or related to projects at existing operations, where these projects will enhance production or reserves, are considered non-sustaining or development capital. The Company’s decision to reprioritize, sell or abandon a development project, which may include returning mining concessions to host governments, could result in a future impairment charge.

Additionally, as part of our ESG initiatives, in November 2021, Newmont announced a strategic alliance with CAT and pledged a preliminary investment of $100 with the aim to develop and implement a comprehensive all-electric autonomous mining system to achieve zero emissions mining. Newmont has paid $39, all of which occurred in 2022, and the remaining pledged amount is anticipated to be paid as certain milestones are reached through 2025. Payments are recognized in Advanced projects, research and development within our Condensed Consolidated Statements of Operations.

Other investments supporting our climate change initiatives are expected to include emissions reduction projects and renewable energy opportunities as we seek to achieve these climate targets. For risks related to climate-related capital expenditures,

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see Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023.

For additional information on our capital expenditures, refer to Part II, Item 7, Liquidity and Capital Resources of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023.

For the three months ended March 31, 2023 and 2022, we had Additions to property, plant and mine development as follows:


	2023						2022
	Development Projects		Sustaining Capital		Total		Development Projects		Sustaining Capital		Total
CC&V	$	—	$	10	$	10	$	—	$	4	$	4
Musselwhite	—		14		14		—		6		6
Porcupine	10		12		22		28		8		36
Éléonore	—		14		14		—		10		10
Peñasquito	—		35		35		2		38		40
Merian	—		14		14		—		11		11
Cerro Negro	23		12		35		17		11		28
Yanacocha	60		3		63		51		5		56
Boddington	1		36		37		1		17		18
Tanami	60		14		74		59		25		84
Ahafo	46		44		90		38		21		59
Akyem	—		10		10		2		10		12
Nevada Gold Mines	19		65		84		20		46		66
Corporate and other	4		2		6		8		8		16
Accrual basis	$	223	$	285	$	508	$	226	$	220	$	446
Decrease (increase) in non-cash adjustments					18						(9)
Cash basis					$	526					$	437

For the three months ended March 31, 2023, development capital projects primarily included Pamour at Porcupine, Cerro Negro expansion projects, Yanacocha Sulfides, Tanami Expansion 2, Ahafo North, and Goldrush Complex at NGM. Development capital costs (excluding capitalized interest) on our Ahafo North project since approval were $254, of which $42 related to the three months ended March 31, 2023. Development capital costs (excluding capitalized interest) on our Tanami Expansion 2 project since approval were $551, of which $52 related to the three months ended March 31, 2023.

For the three months ended March 31, 2022, development capital projects primarily included Pamour at Porcupine, Yanacocha Sulfides, Cerro Negro expansion projects, Tanami Expansion 2, Ahafo North, and Goldrush Complex at NGM.

Sustaining capital includes capital expenditures such as underground and surface mine development, tailings facility construction, mining equipment, capitalized component purchases and water treatment plant construction.

Refer to Note 3 of the Condensed Consolidated Financial Statements and Part I, Item 2, Non-GAAP Financial Measures, "All-In Sustaining Costs" for further information.

Debt

Debt and Corporate Revolving Credit Facilities. There were no material changes to our debt and corporate revolving credit facilities since December 31, 2022. Refer to Part II, Item 7 of our Annual report on Form 10-K for the year ended December 31, 2022, for information regarding our debt and corporate revolving credit facilities.

In April 2023, the Company entered into an agreement (the “Second Amendment”) to amend certain terms of the existing $3,000 revolving credit agreement dated April 4, 2019, as amended by the first amendment dated as of March 30, 2021. The Second Amendment provides for the replacement of LIBOR-based rates with SOFR-based rates. Debt covenants under the Second Amendment are substantially the same as the existing credit agreement.

Debt Covenants. There were no material changes to our debt covenants. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, for information regarding our debt covenants. At March 31, 2023, we were in compliance with all existing debt covenants and provisions related to potential defaults.

Supplemental Guarantor Information. The Company filed a shelf registration statement with the SEC on Form S-3 under the Securities Act, as amended, which enables us to issue an indeterminate number or amount of common stock, preferred stock, depository shares, debt securities, guarantees of debt securities, warrants and units (the “Shelf Registration Statement”). Under the

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Shelf Registration Statement, our debt securities may be guaranteed by Newmont USA Limited (“Newmont USA”), one of our consolidated subsidiaries (Newmont, as issuer, and Newmont USA, as guarantor, are collectively referred to here-within as the “Obligor Group”). These guarantees are full and unconditional, and none of our other subsidiaries guarantee any security issued and outstanding. The cash provided by operations of the Obligor Group, and all of its subsidiaries, is available to satisfy debt repayments as they become due, and there are no material restrictions on the ability of the Obligor Group to obtain funds from subsidiaries by dividend, loan, or otherwise, except to the extent of any rights of noncontrolling interests or regulatory restrictions limiting repatriation of cash. Net assets attributable to noncontrolling interests were $182 and $179 at March 31, 2023 and December 31, 2022, respectively. All noncontrolling interests relate to non-guarantor subsidiaries. For further information on our noncontrolling interests, refer to Note 1 of the Condensed Consolidated Financial Statements.

Newmont and Newmont USA are primarily holding companies with no material operations, sources of income or assets other than equity interest in their subsidiaries and intercompany receivables or payables. Newmont USA’s primary investments are comprised of its 100% interest in Yanacocha and its 38.5% interest in NGM. For further information regarding these and our other operations, refer to Note 3 of the Condensed Consolidated Financial Statements and Part I, Item 2, Management’s Discussion and Analysis, Results of Consolidated Operations.

In addition to equity interests in subsidiaries, the Obligor Group’s balance sheets consisted primarily of the following intercompany assets, intercompany liabilities and external debt. The remaining assets and liabilities of the Obligor Group are considered immaterial at March 31, 2023 and December 31, 2022.


	At March 31, 2023				At December 31, 2022
	Obligor Group		Newmont USA		Obligor Group		Newmont USA
Current intercompany assets	$	11,537	$	7,386	$	13,982	$	5,815
Non-current intercompany assets	$	525	$	511	$	520	$	506
Current intercompany liabilities	$	10,051	$	1,915	$	13,118	$	1,907


Non-current external debt	$	5,566	$	—	$	5,564	$	—

Newmont USA's subsidiary guarantees (the “subsidiary guarantees”) are general unsecured senior obligations of Newmont USA and rank equal in right of payment to all of Newmont USA's existing and future senior unsecured indebtedness and senior in right of payment to all of Newmont USA's future subordinated indebtedness. The subsidiary guarantees are effectively junior to any secured indebtedness of Newmont USA to the extent of the value of the assets securing such indebtedness.

At March 31, 2023, Newmont USA had approximately $5,566 of consolidated indebtedness (including guaranteed debt), all of which relates to the guarantees of indebtedness of Newmont.

Under the terms of the subsidiary guarantees, holders of Newmont’s securities subject to such subsidiary guarantees will not be required to exercise their remedies against Newmont before they proceed directly against Newmont USA.

Newmont USA will be released and relieved from all its obligations under the subsidiary guarantees in certain specified circumstances, including, but not limited to, the following:

•upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of Newmont USA (other than to Newmont or any of Newmont’s affiliates);

•upon the sale or disposition of all or substantially all the assets of Newmont USA (other than to Newmont or any of Newmont’s affiliates); or

•upon such time as Newmont USA ceases to guarantee more than $75 aggregate principal amount of Newmont’s debt (at March 31, 2023, Newmont USA guaranteed $600 aggregate principal amount of debt of Newmont that did not contain a similar fall-away provision).

Newmont’s debt securities are effectively junior to any secured indebtedness of Newmont to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all debt and other liabilities of Newmont’s non-guarantor subsidiaries. At March 31, 2023, (i) Newmont’s total consolidated indebtedness was approximately $6,119, none of which was secured (other than $547 of Lease and other financing obligations), and (ii) Newmont’s non-guarantor subsidiaries had $4,304 of total liabilities (including trade payables, but excluding intercompany and external debt and reclamation and remediation liabilities), which would have been structurally senior to Newmont’s debt securities.

For further information on our debt, refer to Note 13 of the Condensed Consolidated Financial Statements.

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Contractual Obligations

As of March 31, 2023, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2022. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023, for information regarding our contractual obligations.

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. We perform a comprehensive review of our reclamation and remediation liabilities annually and review changes in facts and circumstances associated with these obligations at least quarterly.

For a complete discussion of the factors that influence our reclamation obligations and the associated risks, refer to Part II, Item 7, Managements’ Discussion and Analysis of Consolidated Financial Condition and Results of Operations under the headings Environmental and “Critical Accounting Estimates” and refer to Part I, Item 1A, Risk Factors under the heading “Mine closure, reclamation and remediation costs for environmental liabilities may exceed the provisions we have made” of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023.

Our sustainability strategy is a foundational element in achieving our purpose to create value and improve lives through sustainable and responsible mining. Sustainability and safety are integrated into the business at all levels of the organization through our global policies, standards, strategies, business plans and remuneration plans. For additional information on the Company’s reclamation and remediation liabilities, refer to Notes 5 and 17 of the Condensed Consolidated Financial Statements.

Non-GAAP Financial Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by GAAP. These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to Non-GAAP Financial Measures within Part II, Item 7 within our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023 for further information on the non-GAAP financial measures presented below, including why management believes that its presentation of non-GAAP financial measures provides useful information to investors.

Earnings before interest, taxes, depreciation and amortization and Adjusted earnings before interest, taxes, depreciation and amortization

Net income (loss) attributable to Newmont stockholders is reconciled to EBITDA and Adjusted EBITDA as follows:


	Three Months Ended March 31,
		2023		2022
Net income (loss) attributable to Newmont stockholders		$	351	$	448
Net income (loss) attributable to noncontrolling interests		12		21
Net (income) loss from discontinued operations		(12)		(16)
Equity loss (income) of affiliates		(25)		(39)
Income and mining tax expense (benefit)		213		214
Depreciation and amortization		461		547
Interest expense, net of capitalized interest		65		62
EBITDA		$	1,065	$	1,237
Adjustments:
Change in fair value of investments (1)		$	(41)	$	(39)
(Gain) loss on asset and investment sales, net (2)		(36)		35
Impairment charges (3)		4		—
Restructuring and severance (4)		2		1
Pension settlement (5)		—		130
Settlement costs (6)		—		13
Reclamation and remediation charges (7)		—		13




Other (8)		(4)		—
Adjusted EBITDA		$	990	$	1,390

____________________________

(1)Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company's investments in current and non-current marketable and other equity securities.

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(2)(Gain) loss on asset and investment sales, net, included in Other income (loss), net, in 2023 is primarily comprised of the net gain recognized on the exchange of the previously held Maverix investment for Triple Flag and the subsequent sale of the Triple Flag investment. Refer to Note 10 of the Condensed Consolidated Financial Statements for further information. For 2022, primarily comprised of the loss recognized on the sale of the La Zanja equity method investment. Refer to Note 1 of the Condensed Consolidated Financial Statements for further information.

(3)Impairment charges, included in Other expense, net, represents non-cash write-downs of various assets that are no longer in use and materials and supplies inventories.

(4)Restructuring and severance, included in Other expense, net, primarily represents severance and related costs associated with significant organizational or operating model changes implemented by the Company for all periods presented.

(5)Pension settlement, included in Other income (loss), net, represents pension settlement charges in 2022 related to the annuitization of certain defined benefit plans. For further information, refer to Note 7 of the Condensed Consolidated Financial Statements.

(6)Settlement costs, included in Other expense, net, are primarily comprised of a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine in 2022.

(7)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to reclamation and remediation plans at the Company's former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value. For further information, refer to Note 5 of the Condensed Consolidated Financial Statements.

(8)Other represents income received during the first quarter of 2023, on the favorable settlement of certain matters that were outstanding at the time of sale of the related investment in 2022. Amounts included in Other income (loss), net.

Adjusted net income (loss)

Net income (loss) attributable to Newmont stockholders is reconciled to Adjusted net income (loss) as follows:


	Three Months Ended March 31, 2023
		per share data (1)
				basic		diluted
Net income (loss) attributable to Newmont stockholders		$	351	$	0.44	$	0.44
Net loss (income) attributable to Newmont stockholders from discontinued operations		(12)		(0.02)		(0.02)
Net income (loss) attributable to Newmont stockholders from continuing operations		339		0.42		0.42


Change in fair value of investments (2)		(41)		(0.05)		(0.05)
(Gain) loss on asset and investment sales, net (3)		(36)		(0.05)		(0.05)


Impairment charges (4)		4		—		—
Restructuring and severance (5)		2		—		—



Other (6)		(4)		—		—
Tax effect of adjustments (7)		16		0.02		0.02
Valuation allowance and other tax adjustments (8)		40		0.06		0.06
Adjusted net income (loss)		$	320	$	0.40	$	0.40

Weighted average common shares (millions): (9)				794		795

____________________________

(1)Per share measures may not recalculate due to rounding.

(2)Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company's investment in current and non-current marketable and other equity securities.

(3)(Gain) loss on asset and investment sales, net, included in Other income (loss), net, primarily represents the net gain recognized on the exchange of the previously held Maverix investment for Triple Flag and the subsequent sale of the Triple Flag investment. Refer to Note 10 of the Condensed Consolidated Financial Statements for further information.

(4)Impairment charges, included in Other expense, net, represents non-cash write-downs of various assets that are no longer in use and materials and supplies inventories.

(5)Restructuring and severance, included in Other expense, net, primarily represents severance and related costs associated with significant organizational or operating model changes implemented by the Company.

(6)Other represents income received on the favorable settlement of certain matters that were outstanding at the time of sale of the related investment in 2022. Amounts included in Other income (loss), net.

(7)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (6), as described above, and are calculated using the applicable regional tax rate.

(8)Valuation allowance and other tax adjustments, included in Income and mining tax benefit (expense), is recorded for items such as foreign tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment for the three months ended March 31, 2023 reflects the net increase or (decrease) to net operating losses, capital losses, tax credit carryovers, and other deferred tax assets subject to valuation allowance of $10, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $17, net reductions to the reserve for uncertain tax positions of $11, other tax adjustments of $2. For further information on reductions to the reserve for uncertain tax positions, refer to Note 8 of the Condensed Consolidated Financial Statements.

(9)Adjusted net income (loss) per diluted share is calculated using diluted common shares in accordance with GAAP.

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	Three Months Ended March 31, 2022
		per share data (1)
				basic		diluted
Net income (loss) attributable to Newmont stockholders		$	448	$	0.56	$	0.56
Net loss (income) attributable to Newmont stockholders from discontinued operations		(16)		(0.02)		(0.02)
Net income (loss) attributable to Newmont stockholders from continuing operations		432		0.54		0.54
Pension settlements (2)		130		0.16		0.16
Change in fair value of investments (3)		(39)		(0.05)		(0.05)
(Gain) loss on asset and investment sales, net (4)		35		0.04		0.04
Reclamation and remediation charges (5)		13		0.02		0.02
Settlement costs (6)		13		0.02		0.02

Restructuring and severance (7)		1		—		—


Tax effect of adjustments (8)		(37)		(0.05)		(0.05)
Valuation allowance and other tax adjustments (9)		(2)		0.01		0.01
Adjusted net income (loss)		$	546	$	0.69	$	0.69

Weighted average common shares (millions): (10)				793		794

____________________________

(1)Per share measures may not recalculate due to rounding.

(2)Pension settlement, included in Other income (loss), net, represent pension settlement charges related to the annuitization of certain defined benefit plans. For further information, refer to Note 7 of the Condensed Consolidated Financial Statements.

(3)Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company's investment in current and non-current marketable and other equity securities.

(4)(Gain) loss on asset and investment sales, net, included in Other income (loss), net, primarily represents the loss recognized on the sale of the La Zanja equity method investment. For further information, refer to Note 1 of the Condensed Consolidated Financial Statements.

(5)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to reclamation and remediation plans at the Company's former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value. Refer to Note 5 of the Condensed Consolidated Financial Statement for further information.

(6)Settlement costs, included in Other expense, net, primarily are comprised of legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine.

(7)Restructuring and severance, included in Other expense, net, primarily represents severance and related costs associated with significant organizational or operating model changes implemented by the Company.

(8)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (7), as described above, and are calculated using the applicable regional tax rate.

(9)Valuation allowance and other tax adjustments, included in Income and mining tax benefit (expense), is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment for the three months ended March 31, 2022 reflects the net increase or (decrease) to net operating losses, capital losses, tax credit carryovers, and other deferred tax assets subject to valuation allowance of $12, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(3), net reductions to the reserve for uncertain tax positions of $(12), and other tax adjustments of $1.

(10)Adjusted net income (loss) per diluted share is calculated using diluted common shares in accordance with GAAP.

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Free Cash Flow

The following table sets forth a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow, as well as information regarding Net cash provided by (used in) investing activities and Net cash provided by (used in) financing activities.


	Three Months Ended March 31,
	2023		2022
Net cash provided by (used in) operating activities	$	481	$	694
Less: Net cash used in (provided by) operating activities of discontinued operations	—		(5)
Net cash provided by (used in) operating activities of continuing operations	481		689
Less: Additions to property, plant and mine development	(526)		(437)
Free Cash Flow	$	(45)	$	252

Net cash provided by (used in) investing activities (1)	$	(342)	$	(519)
Net cash provided by (used in) financing activities	$	(350)	$	(895)

____________________________

(1)Net cash provided by (used in) investing activities includes Additions to property, plant and mine development, which is included in the Company’s computation of Free Cash Flow.

Net Debt

Net Debt is calculated as Debt and Lease and other financing obligations less Cash and cash equivalents and time deposits included in Time deposits and other investments, as presented on the Condensed Consolidated Balance Sheets. Cash and cash equivalents and time deposits are subtracted from Debt and Lease and other financing obligations as these are highly liquid, low-risk investments and could be used to reduce the Company's debt obligations.

The following table sets forth a reconciliation of Net Debt, a non-GAAP financial measure, to Debt and Lease and other financing obligations, which the Company believes to be the GAAP financial measures most directly comparable to Net Debt.


	At March 31, 2023		At December 31, 2022
Debt	$	5,572	$	5,571
Lease and other financing obligations	547		561
Less: Cash and cash equivalents	(2,657)		(2,877)
Less: Time deposits (1)	(797)		(829)

Net debt	$	2,665	$	2,426

____________________________

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Costs applicable to sales per ounce/gold equivalent ounce

Costs applicable to sales per ounce/gold equivalent ounce are calculated by dividing the costs applicable to sales of gold and other metals by gold ounces or gold equivalent ounces sold, respectively. These measures are calculated for the periods presented on a consolidated basis.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measures.

Costs applicable to sales per gold ounce


	Three Months Ended March 31,
		2023		2022
Costs applicable to sales (1)(2)		$	1,239	$	1,184
Gold sold (thousand ounces)		1,208		1,329
Costs applicable to sales per ounce (3)		$	1,025	$	890

____________________________

(1)Includes by-product credits of $30 and $27 during the three months ended March 31, 2023 and 2022, respectively.

(2)Excludes Depreciation and amortization and Reclamation and remediation.

(3)Per ounce measures may not recalculate due to rounding.

Costs applicable to sales per gold equivalent ounce


	Three Months Ended March 31,
		2023		2022
Costs applicable to sales (1)(2)		$	243	$	251
Gold equivalent ounces - other metals (thousand ounces) (3)		265		350
Costs applicable to sales per gold equivalent ounce (4)		$	918	$	717

____________________________

(1)Includes by-product credits of $2 and $2 during the three months ended March 31, 2023 and 2022, respectively.

(2)Excludes Depreciation and amortization and Reclamation and remediation.

(3)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20.00/oz.), Lead ($1.00/lb.) and Zinc ($1.20/lb.) pricing for 2023 and Gold ($1,200/oz.), Copper ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022.

(4)Per ounce measures may not recalculate due to rounding.

All-In Sustaining Costs

All-in sustaining costs represent the sum of certain costs, recognized as GAAP financial measures, that management considers to be associated with production. All-in sustaining costs per ounce amounts are calculated by dividing all-in sustaining costs by gold ounces or gold equivalent ounces sold.

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Three Months Ended March 31, 2023	Costs Applicable to Sales (1)(2)(3)(4)		Reclamation Costs (5)		Advanced Projects, Research and Development and Exploration (6)		General and Administrative		Other Expense, Net (7)		Treatment and Refining Costs		Sustaining Capital and Lease Related Costs (8)(9)(10)		All-In Sustaining Costs		Ounces (000) Sold	All-In Sustaining Costs Per oz. (11)
Gold
CC&V	$	51	$	2	$	3	$	—	$	—	$	—	$	10	$	66	48	$	1,375
Musselwhite	58		1		1		—		—		—		14		74		44	1,681
Porcupine	70		5		4		—		—		—		13		92		65	1,412
Éléonore	75		2		1		—		—		—		19		97		68	1,420
Peñasquito	67		3		—		—		—		4		12		86		56	1,539
Merian	85		2		2		—		—		—		14		103		83	1,235
Cerro Negro	70		1		1		—		—		—		12		84		61	1,379
Yanacocha	56		7		3		—		1		—		3		70		53	1,332
Boddington	167		4		1		—		—		5		28		205		198	1,035
Tanami	61		1		—		—		—		—		17		79		65	1,219
Ahafo	130		4		—		—		1		—		44		179		131	1,366
Akyem	63		10		—		—		—		—		10		83		78	1,067
Nevada Gold Mines	286		4		4		2		—		2		65		363		258	1,405
Corporate and Other (12)	—		—		19		61		—		—		2		82		—	—
Total Gold	$	1,239	$	46	$	39	$	63	$	2	$	11	$	263	$	1,663	1,208	$	1,376

Gold equivalent ounces - other metals (13)
Peñasquito	$	190	$	7	$	1	$	—	$	—	$	34	$	36	$	268	199	$	1,351
Boddington	53		1		1		—		—		4		8		67		66	1,019
Corporate and Other (12)	—		—		3		11		—		—		—		14		—	—
Total Gold Equivalent Ounces	$	243	$	8	$	5	$	11	$	—	$	38	$	44	$	349	265	$	1,322

Consolidated	$	1,482	$	54	$	44	$	74	$	2	$	49	$	307	$	2,012

____________________________

(1)Excludes Depreciation and amortization and Reclamation and remediation.

(2)Includes by-product credits of $32 and excludes co-product revenues of $376.

(3)Includes stockpile and leach pad inventory adjustments of $1 at Akyem, and $1 at NGM.

(4)Beginning January 1, 2023, COVID-19 specific costs incurred in the ordinary course of business are recognized in Costs applicable to sales.

(5)Reclamation costs include operating accretion and amortization of asset retirement costs of $24 and $30, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties that have entered the closure phase and have no substantive future economic value of $38 and $4, respectively.

(6)Advanced projects, research and development and exploration excludes development expenditures of $2 at Peñasquito, $1 at Merian, $1 at Cerro Negro, $4 at Tanami, $6 at Ahafo, $3 at Akyem, $3 at NGM, and $19 at Corporate and Other, totaling $39 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.

(7)Other expense, net is adjusted for impairment charges of $4 and restructuring and severance of $2.

(8)Includes sustaining capital expenditures of $285. See Liquidity and Capital Resources within Part I, Item 2, Management's Discussion and Analysis for sustaining capital expenditures by segment.

(9)Excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $241. See Liquidity and Capital Resources within Part I, Item 2, Management's Discussion and Analysis for discussion of major development projects.

(10)Includes finance lease payments and other costs for sustaining projects of $22.

(11)Per ounce measures may not recalculate due to rounding.

(12)Corporate and Other includes the Company's business activities relating to its corporate and regional offices and all equity method investments. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.

(13)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20.00/oz.), Lead ($1.00/lb.) and Zinc ($1.20/lb.) pricing for 2023.

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Three Months Ended March 31, 2022	Costs Applicable to Sales (1)(2)(3)		Reclamation Costs (4)		Advanced Projects, Research and Development and Exploration (5)		General and Administrative		Other Expense, Net (6)(7)		Treatment and Refining Costs		Sustaining Capital and Lease Related Costs (8)(9)(10)		All-In Sustaining Costs		Ounces (000) Sold	All-In Sustaining Costs Per oz. (11)
Gold
CC&V	$	52	$	3	$	1	$	—	$	1	$	—	$	4	$	61	36	$	1,676
Musselwhite	43		2		1		—		1		—		6		53		32	1,642
Porcupine	66		1		2		—		—		—		9		78		60	1,296
Éléonore	62		2		—		—		1		—		12		77		50	1,557
Peñasquito	87		2		1		—		1		7		14		112		134	843
Merian	87		2		1		—		1		—		11		102		103	991
Cerro Negro	63		1		—		—		6		—		11		81		64	1,252
Yanacocha	67		4		—		—		3		—		5		79		68	1,163
Boddington	162		5		1		—		—		3		13		184		198	931
Tanami	65		—		3		—		3		—		29		100		99	1,012
Ahafo	106		2		1		—		1		—		22		132		108	1,223
Akyem	67		7		1		—		—		—		10		85		90	942
Nevada Gold Mines	257		1		3		3		—		1		46		311		287	1,086






Corporate and Other (12)	—		—		23		51		—		—		7		81		—	—
Total Gold	$	1,184	$	32	$	38	$	54	$	18	$	11	$	199	$	1,536	1,329	$	1,156

Gold equivalent ounces - other metals (13)
Peñasquito	$	205	$	5	$	2	$	—	$	3	$	33	$	33	$	281	295	$	951
Boddington	46		1		—		—		—		2		4		53		55	959



Corporate and Other (12)	—		—		5		10		—		—		1		16		—	—
Total Gold Equivalent Ounces	$	251	$	6	$	7	$	10	$	3	$	35	$	38	$	350	350	$	997

Consolidated	$	1,435	$	38	$	45	$	64	$	21	$	46	$	237	$	1,886

____________________________

(1)Excludes Depreciation and amortization and Reclamation and remediation.

(2)Includes by-product credits of $29 and excludes co-product revenues of $509.

(3)Includes stockpile and leach pad inventory adjustments of $5 at CC&V, $3 at Merian, and $1 at NGM.

(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $16 and $22, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties that have entered the closure phase and have no substantive future economic value of $28 and $17, respectively.

(5)Advanced projects, research and development and exploration excludes development expenditures of $1 at Porcupine, $2 at Peñasquito, $2 at Merian, $3 at Cerro Negro, $1 at Yanacocha, $3 at Tanami, $3 at Ahafo, $3 at Akyem, $3 at NGM, and $16 at Corporate and Other, totaling $37 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.

(6)Other expense, net includes incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites of $17.

(7)Other expense, net is adjusted settlement costs of $13 and restructuring and severance of $1.

(8)Includes sustaining capital expenditures of $220. See Liquidity and Capital Resources within Part I, Item 2, Management's Discussion and Analysis for sustaining capital expenditures by segment.

(9)Excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $217. See Liquidity and Capital Resources within Part I, Item 2, Management's Discussion and Analysis for discussion of major development projects.

(10)Includes finance lease payments for sustaining projects of $17.

(11)Per ounce measures may not recalculate due to rounding.

(13)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022.

Accounting Developments

For a discussion of Risks and Uncertainties and Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 of the Condensed Consolidated Financial Statements.

Refer to our Management’s Discussion and Analysis of Accounting Developments and Critical Accounting Estimates included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 for additional information on our critical accounting policies and estimates.

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Safe Harbor Statement

Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “estimate(s)”, “should”, “intend(s)” and similar expressions are intended to identify forward-looking statements. Our forward-looking statements may include, without limitation:

•estimates regarding future earnings and the sensitivity of earnings to gold, copper, silver, lead, zinc, and other metal prices;

•estimates of future mineral production and sales;

•estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;

•estimates of future cash flows and the sensitivity of cash flows to gold, copper, silver, lead, zinc, and other metal prices;

•estimates of future capital expenditures, construction, production or closure activities and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;

•estimates as to the projected development of certain ore deposits, including the timing of such development, the costs of such development and other capital costs, financing plans for these deposits and expected production commencement dates;

•estimates of reserves and resources statements regarding future exploration results and reserve and resource replacement and the sensitivity of reserves to metal price changes;

•statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future share repurchase transactions, debt repayments, or debt tender transactions;

•statements regarding future dividends and returns to shareholders;

•estimates regarding future exploration expenditures, and discoveries;

•statements regarding fluctuations in financial and currency markets;

•estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;

•expectations regarding statements regarding future transactions, including, without limitation, statements related to future acquisitions and projected benefits, synergies and costs associated with acquisitions and related matters;

•expectations of future equity and enterprise value;

•expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;

•statements regarding future hedge and derivative positions or modifications thereto;

•statements regarding local, community, political, economic or governmental conditions and environments;

•statements and expectations regarding the impacts of COVID-19, COVID variants and other health and safety conditions;

•statements regarding the impacts of changes in the legal and regulatory environment in which we operate including, without limitation, relating to regional, national, domestic and foreign laws;

•statements regarding climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures;

•statements regarding expected changes in the tax regimes in which we operate, including, without limitation, estimates of future tax rates and estimates of the impacts to income tax expense, valuation of deferred tax assets and liabilities, and other financial impacts;

•estimates of income taxes and expectations relating to tax contingencies or tax audits;

•estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation, in connection with water treatment and tailings management;

•statements relating to potential impairments, revisions or write-offs, including without limitation, the result of fluctuation in metal prices, unexpected production or capital costs, or unrealized reserve potential;

•estimates of pension and other post-retirement costs;

•statements regarding estimates of timing of adoption of recent accounting pronouncements and expectations regarding future impacts to the financial statements resulting from accounting pronouncements;

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•estimates of future cost reductions, synergies, savings and efficiencies in connection with full potential programs and initiatives; and

•expectations regarding future exploration and the development, growth and potential of operations, projects and investments.

Where we express 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, our forward-looking 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 those forward-looking statements. Such risks and uncertainties include, but are not limited to:

•the price of gold, copper, silver, lead, zinc, and other metal prices and commodities;

•the cost of operations;

•currency fluctuations;

•other macroeconomic events impacting inflation, interest rates, supply chain, and capital markets;

•geological and metallurgical assumptions;

•operating performance of equipment, processes and facilities;

•environmental impacts and geotechnical challenges including in connection with climate-related and other catastrophic events;

•labor relations;

•healthy and safety impacts including in connection with global events, pandemics, and epidemics;

•timing of receipt of necessary governmental permits or approvals;

•domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;

•changes in tax laws;

•domestic and international economic and political conditions;

•our ability to obtain or maintain necessary financing; and

•other risks and hazards associated with mining operations.

More detailed information regarding these factors is included in the section titled Item 1, Business; Item 1A, Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2022 as well as elsewhere throughout this report. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (dollars in millions, except per ounce and per pound amounts).

Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the USD; inflation, deflation, or other general price instability; and global mine production levels. Changes in the market price of copper, silver, lead and zinc also affect our profitability and cash flow. These metals are traded on established international exchanges and prices generally reflect market supply and demand but can also be influenced by speculative trading in the commodity or by currency exchange rates.

Decreases in the market price of metals can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of long-lived assets and goodwill. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 for information regarding the sensitivity of our impairment analyses over long-lived assets and goodwill to changes in metal price.

Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates.

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The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at March 31, 2023 included production cost and capitalized expenditure assumptions unique to each operation and short-term and long-term assumptions as follows:


	Short-Term		Long-Term
Gold price (per ounce)	$	1,890	$	1,600
Copper price (per pound)	$	4.05	$	3.50
Silver price (per ounce)	$	22.55	$	20.00
Lead price (per pound)	$	0.97	$	1.05
Zinc price (per pound)	$	1.42	$	1.30
AUD to USD exchange rate	$	0.68	$	0.75
CAD to USD exchange rate	$	0.74	$	0.80
MXN to USD exchange rate	$	0.05	$	0.04

The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Interest Rate Risk

We are subject to interest rate risk related to the fair value of our senior notes which consist of fixed rates. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. The terms of our fixed rate debt obligations do not generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have significant exposure to interest rate risk for our fixed rate debt; however, we do have exposure to fair value risk if we repurchase or exchange long-term debt prior to maturity which could be material. See Note 9 to our Condensed Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.

Foreign Currency

In addition to our operations in the U.S., we have significant operations and/or assets in Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana. All of our operations sell their gold, copper, silver, lead and zinc production based on USD metal prices. Foreign currency exchange rates can fluctuate widely due to numerous factors, such as supply and demand for foreign and U.S. currencies and U.S. and foreign country economic conditions. Fluctuations in the local currency exchange rates in relation to the USD can increase or decrease profit margins, capital expenditures, cash flow and Costs applicable to sales per ounce/ pound to the extent costs are paid in local currency at foreign operations.

We performed a sensitivity analysis to estimate the impact to Costs applicable to sales per ounce arising from a hypothetical 10% adverse movement to local currency exchange rates at March 31, 2023 in relation to the U.S. dollar at our foreign mining operations. The sensitivity analyses indicated that a hypothetical 10% adverse movement would result in an approximate $68 increase to Costs applicable to sales per ounce at March 31, 2023.

Hedging

In October 2022, the Company entered into A$574 of AUD-denominated fixed forward contracts to mitigate variability in the USD functional cash flows related to the AUD-denominated capital expenditures expected to be incurred in 2023 and 2024 during the construction and development phase of the Tanami Expansion 2 project included in the Company's Australia segment. The Company has designated the forward contracts as foreign currency cash flow hedges against the forecasted AUD-denominated Tanami Expansion 2 capital expenditures.

By using hedges, we are affected by market risk, credit risk, and market liquidity risk. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this potential risk to our financial condition by establishing trading agreements with counterparties under which we are not required to post any collateral or be subject to any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative. We have performed a sensitivity analysis as of March 31, 2023, using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the AUD foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant. The analysis covered all of our AUD-denominated fixed forward contracts. The foreign currency exchange rates we used in performing the sensitivity analysis were based on AUD market rates in effect at March 31, 2023. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in an approximate decrease in the fair value of the hedging derivative instruments of $35 at March 31, 2023.

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Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. We mitigate credit risk by entering into derivatives with high credit quality counterparties, limiting the amount of exposure to each counterparty and monitoring the financial condition of the counterparties.

Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We further mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

Commodity Price Exposure

Our provisional concentrate sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the respective metal concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which is not designated for hedge accounting, is marked to market through earnings each period prior to final settlement.

We perform an analysis on the provisional concentrate sales to determine the potential impact to Net income (loss) attributable to Newmont stockholders for each 10% change to the average price on the provisional concentrate sales subject to final pricing over the next several months. Refer below for our analysis as of March 31, 2023.


	Gold		Copper		Silver		Lead		Zinc
	(ounces, in thousands)		(pounds, in millions)		(ounces, in thousands)		(pounds, in millions)		(pounds, in millions)
Provisionally priced sales subject to final pricing (1)	132		37		3,493		19		59
Average provisional price, per measure	$	1,969	$	4.05	$	24.08	$	0.96	$	1.33
Effect of 10% price change in average price, in millions	$	18	$	10	$	5	$	1	$	5
Market closing settlement price, per measure (2)	$	1,980	$	4.05	$	23.89	$	0.97	$	1.32

____________________________

(1)Includes provisionally priced by-product sales subject to final pricing, which are recognized within Costs applicable to sales.

(2)The closing settlement price as of March 31, 2023 is determined utilizing the London Metal Exchange for copper, lead and zinc and the London Bullion Market Association for gold and silver.

ITEM 4. CONTROLS AND PROCEDURES.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 17 of the Condensed Consolidated Financial Statements contained in this report and is incorporated herein by reference.

ITEM 1A. RISK FACTORS.

There were no material changes from the risk factors set forth under Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs
January 1, 2023 through January 31, 2023	—	$	—	—	N/A
February 1, 2023 through February 28, 2023	386,643	$	43.89	—	N/A
March 1, 2023 through March 31, 2023	115,546	$	43.70	—	N/A

___________________________

(1)The total number of shares purchased (and the average price paid per share) reflects shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

At Newmont, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Newmont, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.

In addition, we have established our “Rapid Response” crisis management process to mitigate and prevent the escalation of adverse consequences if existing risk management controls fail, particularly if an incident may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, so as to reduce the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, to ensure communications are being carried out in accordance with legal and ethical requirements and to identify actions in addition to those addressing the immediate hazards.

The health and safety of our people and our host communities is paramount. This is why Newmont continues to sustain robust controls at our operations and offices globally, including in connection with COVID-19, COVID variants, and other health and safety consideration.

The operation of our U.S. based mine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years.

Newmont is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Quarterly Report. It is noted that the Nevada mines owned by Nevada Gold Mines LLC, a joint venture between the Company (38.5%) and Barrick Gold Corporation (“Barrick”) (61.5%), are not included in the Company’s Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

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ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.


Exhibit Number		Description

10.1*	-	Senior Executive Compensation Program of Registrant, effective January 1, 2023, filed herewith.

10.2*	-	Newmont Equity Bonus Program for Grades E-5 to E-6, effective January 1, 2023, filed herewith

10.3*	-	2023 Form of Award Agreement used for Executive Officers to grant performance stock units, pursuant to Registrant's 2020 Stock Incentive Plan, filed herewith.

10.4*	-	2023 Form of Award Agreement used globally to grant restricted stock units, pursuant to Registrant's 2020 Stock Incentive Plan, filed herewith.

10.5*	-	2023 Form of Director Stock Unit Award Agreement to grant director stock units, pursuant to Registrant's 2020 Stock Incentive Plan, filed herewith.

10.6	-	Second Amendment Agreement, dated as of April 14, 2023, to the Credit Agreement, dated as of April 4, 2019, among Newmont Corporation as borrower, and the lenders party thereto, and Citibank N.A., as administrative agent, filed herewith.

31.1	-	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.

31.2	-	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer, filed herewith.

32.1	-	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, furnished herewith.

32.2	-	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer, furnished herewith.

95	-	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith.

101	-	101.INS	XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
		101.SCH	XBRL Taxonomy Extension Schema
		101.CAL	XBRL Taxonomy Extension Calculation
		101.DEF	XBRL Taxonomy Extension Definition
		101.LAB	XBRL Taxonomy Extension Labels
		101.PRE	XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (embedded within the XBRL document)

*This exhibit relates to compensatory plans or arrangements.

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SIGNATURES

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 thereunto duly authorized.


			NEWMONT CORPORATION
			(Registrant)

Date: April 27, 2023			/s/ BRIAN C. TABOLT
			Brian C. Tabolt
			Interim Chief Financial Officer
			(Principal Financial Officer)

Date: April 27, 2023			/s/ JOSHUA L. CAGE
			Joshua L. Cage
			Interim Chief Accounting Officer
			(Principal Accounting Officer)

EXHIBIT 10.1

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective January 1, 2023 )

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective January 1, 2023 )

PURPOSE

This Senior Executive Compensation Program includes the Restricted Stock Unit Bonus program, Performance Stock Bonus program and the Individual Bonus for the eligible Employees. This Program is a restatement of the Senior Executive Compensation Program effective on January 1, 2022. The purpose of the Restricted Stock Unit Bonus program and the Performance Stock Bonus program is to provide eligible Employees a direct interest in the success of the operations of Newmont Corporation (“Newmont”). The purpose of the Individual Bonus is to provide eligible Employees additional incentive to meet strategic objectives. The eligible Employees will be rewarded in accordance with the terms and conditions described below.

This Program is intended to be a program described in Department of Labor Regulation Sections 2510.3-1(b) and 2510.3-2(c), and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.

I. DEFINITIONS

The capitalized terms used in this compensation program shall have the same meaning as the capitalized terms in the Section 16 Officer and Senior Executive Short-Term Incentive Program (“STIP”), unless otherwise defined or stated herein. The following terms used in this compensation program shall have the meanings set forth below.

1. 1 “Absolute Total Shareholder Return” means; (a) the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days for administrative purposes, on the New York Stock Exchange of the Extended Performance Period, minus (b) the share price used to determine the Target Performance Stock Unit Award, assuming dividends are reinvested as of the ex-dividend date, divided by (c) the share price used to determine the Target Performance Stock Unit Award. The Leadership Development and Compensation Committee of the Board of Directors (“LDCC”) retains authority to make adjustments for extraordinary events affecting the calculations.

1.2 “Cause” means a) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Employee acted in accordance with an authorized written opinion of Newmont’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” b) any dishonest or fraudulent activity by the Employee or the reasonable belief by Newmont or an affiliated entity of the Employee’s breach of any contract, agreement or representation with the Newmont or an affiliated entity, or c) violation, or Newmont’s or an affiliated entity’s belief of Employee’s violation, of Newmont Corporation’s Code of Conduct and/or underlying policies and standards.

1.3 “Change of Control Price” means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the LDCC as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

1.4 “Common Stock” means the $1.60 par value common stock of Newmont.

1.5 “Extended Performance Period” means the time frame between the beginning and ending average closing prices (generally deemed to be three years with adjustments for administrative purposes) over which the LDCC will calculate and determine the Performance Stock Bonus.

1.6 “Fair Market Value” has the meaning given such term in the 2020 Stock Incentive Compensation Plan.

1.7 “Performance Stock Bonus” means the bonus payable to an eligible Employee in the form of Common Stock under this compensation program with respect to an Extended Performance Period (or portion thereof as provided in Section 4.4) and is calculated as described in Section 4.2.

1.8 “Performance Period” means the timeframe over which the LDCC will calculate and determine the Individual Bonus and the Restricted Stock Unit Bonus.

1.9 “Performance Stock” means the right to receive from Newmont Common Stock or restricted stock units under terms and conditions defined in a restricted stock unit or other award agreement, as determined by the LDCC.

1.10 “Relative Total Shareholder Return” means Newmont’s total shareholder return, defined as the change in the closing price of a share of Common Stock, assuming dividends are reinvested as of the ex-dividend date, between the share price used to determine the Target Performance Stock Unit Award and the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period; as compared to the total shareholder return, assuming dividends are reinvested as of the ex-dividend date, of an index of peer companies selected and determined by the LDCC. The LDCC retains authority to make adjustments for extraordinary events affecting the calculations.

1.11 “Individual Bonus” means the cash bonus payable to an eligible Employee based on the individual contribution of such eligible Employee to achievement of Newmont’s strategic objectives during the Performance Period, as set forth in Section 5.1 (or portion thereof as provided in Section 5.2).

1.12 “Restricted Stock Unit Bonus” means the bonus payable to an eligible Employee in the form of restricted stock units under this compensation program annually (or portion of a year as provided in Section 3.2), which shall be determined by dividing the eligible Employee’s Target Restricted Stock Unit Bonus by Fair Market Value, on the date of grant of the Restricted Stock Unit Bonus. The restricted stock units granted as a Restricted Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the LDCC.

1.13 “Retirement” means at least age 55, and, at least 5 years of continuous employment with Newmont and/or an Affiliated Entity, and, a total of at least 65 when adding age plus years of employment. This definition differs from the definition of retirement in other benefits plans, such as pension plans of Newmont, and shall not alter those definitions.

1.14 “Target Performance Stock Bonus” means the number of shares of Common Stock equivalent to the annual dollar value set by the LDCC for each participant in this program, using the average closing price of Common Stock for the 25 trading days on the New York Stock Exchange prior to the grant date of the Target Performance Stock Unit Bonus.

iii

1.15 “Target Restricted Stock Unit Bonus” means the dollar value set forth by the LDCC during their annual compensation review process.

1.16 “Terminated Eligible Employee” for purposes of the Performance Stock Bonus, means executive grade level Employee of a Participating Employer at grade level E-4 or above during the relevant Extended Performance Period, who terminates employment with Newmont and/or a Participating Employer as provided in Section 4.4. “Terminated Eligible Employee” for purposes of the Individual Bonus shall have the same meaning as in the STIP.

1.17 “2020 Stock Incentive Compensation Plan” means the Newmont Corporation 2020 Stock Incentive Compensation Plan (or any successor plan), as amended from time to time.

II. ELIGIBILITY

All executive grade level Employees of a Participating Employer at grade level E-4 or above are eligible to receive a Performance Stock Bonus and all executive grade level Employees of a Participating Employer at grade level E-4 are eligible to receive an Individual Bonus under this compensation program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Performance Period for the Individual Bonus or Extended Performance Period for the Performance Stock Bonus, and at the time the date of payout for the Individual Bonus and at the date the award is vested for the Performance Stock Bonus, or (ii) they are a Terminated Eligible Employee with respect to such Performance Period for the Individual Bonus, or Extended Performance Period for the Performance Stock Bonus. All executive grade level Employees of a Participating Employer at grade level E-4 or above are eligible to receive a Restricted Stock Unit Bonus under this compensation program, provided they are on the payroll of a Participating Employer at the time the award is granted. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Performance Period for Individual Bonus, or Extended Performance Period for the Performance Stock Bonus, but are still on the payroll of a Participating Employer shall be eligible to receive a Performance Stock Bonus and Individual Bonus for employees grade level E-4. Notwithstanding the foregoing provisions of this Section II, the LDCC may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Stock Bonus, any executive grade level Employee of a Participating Employer.

III. RESTRICTED STOCK UNIT BONUS

3.1 Determination of Restricted Stock Unit Bonus—In General. The Restricted Stock Unit Bonus shall be calculated by the LDCC as soon as reasonably practicable following the Performance Period. Following such determination, grant of the Restricted Stock Unit Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.

3.2 Separation of Employment and Payment of Restricted Stock Unit Bonus. An eligible Employee shall not be entitled to payment of a Restricted Stock Unit Bonus as a result of any separation of employment, voluntary or involuntary except as provided in Section 6.2 below.

period, with one-third of the restricted stock units vesting each year on the anniversary of the date of grant, all subject to the terms of the applicable award agreement.

IV. PERFORMANCE STOCK BONUS

4.1 Determination of Performance Stock—In General. The Performance Stock Bonus shall be calculated as soon as reasonably practicable after the LDCC determines the Performance Stock Bonus Payout Factor as described in Section 4.3 below. Following such determination, payment of the Performance Stock Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 4.5 below.

4.2 Calculation of Performance Stock Bonus. The Performance Stock Bonus equals the Target Performance Stock Bonus times the percentage dictated by the Performance Stock Bonus Payout Factor and corresponding schedule in Appendix B.

4.3 Calculation of the Performance Stock Bonus Payout Factor. The Performance Stock Bonus Payout Factor will be calculated by the following metrics:

80% Relative Total Shareholder Return and the corresponding percentage payout based on the schedule adopted by the LDCC, attached hereto in Appendix B.

10% Executive Female Representation based on the schedule adopted by the LDCC, attached hereto in Appendix B.

10% Scope 1 & 2 Emission Reduction Key Project Milestones based on the schedule adopted by the LDCC, attached hereto in Appendix B.

In the event that Absolute Total Shareholder Return over the Extended Performance Period is negative, the Performance Stock Bonus Payout Factor shall be capped at 100% for all metrics. Additionally, the total value maximum of any calculated Performance Stock Unit Bonus shall not exceed four times the dollar value of the Target Performance Stock Unit Bonus. In the event this maximum amount is exceeded, the Performance Stock Unit Bonus shall be reduced to a number of shares equaling four times the dollar value of the Target Performance Stock Unit Bonus divided by the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period, rounded down to the nearest share.

4.4 Separation of Employment and Payment of Performance Stock Bonus. Unless otherwise stated in this Section 4.4, an eligible Employee shall not be entitled to payment of a Performance Stock Bonus on or after any separation of employment, voluntary or involuntary. In the event an eligible Employee separates employment from a Participating Employer prior to payment of the Performance Stock Bonus, for which the Employee has already received a notice of grant and award agreement, as a result of: (a) Retirement, (b) death, (c) termination of employment entitling Employee to benefits under the Executive Severance Plan of Newmont, or separation benefits for any involuntary termination, other than for Cause, for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or (d) circumstances entitling eligible Employee to long-term disability benefits of the Company, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Stock Bonus for each of the outstanding awards calculated per the terms of this Program after the Extended Performance Period, with each separate award pro-rated based on the time they were actually employed by a Participating Employer during the Extended Performance Period. Further, a Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan

of Newmont must execute a Waiver and Release pursuant to terms of such applicable plan in order to receive payment under this Section 4.4.

4.5 Form of Payment. The amount of Performance Stock Bonus payable under this compensation program shall be paid in Common Stock (payable in whole shares only rounded down to the nearest share). Upon the payment of the Performance Stock Bonus in Common Stock, an eligible Employee shall also be entitled to a cash payment equal to any dividends paid with respect to the Common Stock delivered for the Performance Stock Bonus for the Extended Performance Period, minus any applicable taxes.

4.6 Timing of Payment Payment of the Performance Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Stock Bonus relates.

4.7 Performance Stock Bonus for Newly Hired or Newly Promoted eligible Employees. In the event an individual is hired as an eligible Employee, or promoted into an eligible Employee position, such eligible Employee may be eligible for payment of a pro-rated Performance Stock Bonus, as determined in the sole discretion of the Company or the LDCC for Section 16 Officers, at each date of payment of a Performance Stock Bonus after the date of hire or after the date of promotion.

V . INDIVIDUAL BONUS

5.1 Determination of Individual Bonus—In General. At the end of each Performance Period, the management will evaluate E-4 officer eligible Employees’ performance against relevant strategic objectives and award an Individual Bonus, up to the maximum amounts listed in Appendix A. At the end of each Performance Period, the designated supervisor of a non-Section 16 E-4 officer eligible Employee will evaluate the non-Section 16 E-4 officer eligible Employee’s performance against relevant strategic objectives and award an Individual Bonus, up to the maximum amounts listed in Appendix A. Following such determination, payment of the Individual Bonus shall be made to eligible Employees as soon as reasonably practicable following the end of the applicable Performance Period, provided that such payment shall be made no later than the 15th day of the third month following the Performance Period to which such Individual Bonus relates.

5.2 Separation of Employment and Payment of Individual Bonus. In the event an eligible Employee separates employment from a Participating Employer and is a Terminated Eligible Employee, the Individual Bonus shall be paid at 50% of the maximum level shown on Appendix A (with the exception that the calculation shall be based upon current rate of base salary, rather than eligible earnings), pro-rated for the time of employment during the Performance Period, and shall be paid as soon as practicable. However, in the event that a Terminated Eligible Employee separates employment at the beginning of a calendar year before the bonus is paid for the prior calendar year, the Terminated Eligible Employee shall receive the actual payout according to Section V of this program, at the same time as all other actual payouts are delivered according to this program. If an eligible Employee is terminated between January 1 and March 31 of any calendar year, and entitled to benefits under the Severance Plan of

Newmont or the Executive Severance Plan of Newmont, Employee shall not qualify for any bonus under this program for the period of January 1 to March 31 for the calendar year of the termination. If an eligible Employee is not a Terminated Eligible Employee, eligible Employee shall not be entitled to payment of an Individual Bonus on or after any separation of employment, voluntary or involuntary. A Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to terms of such applicable plan in order to receive payment under this Section 5.2.

VI . CHANGE OF CONTROL

6.1 Individual Bonus. In the event of a Change of Control (as defined in the STIP): (a) each eligible Employee employed as of the date of the Change of Control shall become entitled to the payment of 50% of the maximum Individual Bonus pro-rated for partial service during the Performance Period for the portion of the calendar year from January 1 through the date of the Change of Control; and (b) each eligible Employee employed as of the last day of the calendar year in which the Change of Control occurs shall be entitled to 50% of the maximum Individual Bonus pro-rated for partial service during the Performance Period for the remaining portion of the calendar year following the Change of Control. The Individual Bonuses payable in accordance with the provisions of this Section 6.1 shall be calculated and paid as soon as practicable, in the case of the Individual Bonus contemplated by clause (a) of the first sentence of this Section 6.1, following the date of the Change of Control, and (y) in the case of the Individual Bonus contemplated by clause (b) of the first sentence of this Section 6.1, following the conclusion of the calendar year in which the Change of Control occurs. Such payments shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. Upon the completion of such payment(s), eligible Employees shall have no further right to the payment of any Individual Bonus hereunder for such calendar year (other than any bonus payable hereunder with respect to a previous calendar year that has not yet been paid). In the event that a Change of Control and a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Executive Change of Control Plan of Newmont (“2012 Plan”) or Section 3.01 of the Executive Change of Control Plan of Newmont (“2008 Plan”) of an Eligible employee occur in the same calendar year, payment of an Individual Bonus under this section along with any Corporate Performance Bonus payable in the event of a Change of Control under the Newmont Section 16 Officer and Senior Executive Short-Term Incentive Program shall satisfy Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan solely with respect to the portion of such calendar year from January 1 through the date of the Change of Control; in such instance, the bonuses provided for under Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan for the period of time between the Change of Control and the Separation of Service shall be calculated for such period of time in accordance with the formula provided therein. If a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Plan or Section 3.01 of the 2008 Plan occurs in a year subsequent to the year in which a Change of Control occurs, any payments made under this Section 6.1 shall not in any way satisfy Section 3.02(a)(i)(B) of the 2012 Plan or Section 3.02(a)(i)(B) of the 2008 Plan.

6.2 Restricted Stock Unit Bonus. In the event of a Change of Control (as defined in the STIP) each Restricted Stock Unit Bonus for the current year shall immediately be granted at target level in the form of a restricted stock unit award vesting 1/3 on January 1 of the year immediately following the year in which the Change of Control occurred, and another 1/3 on each of the following two January 1 anniversaries. The restricted stock unit award agreement shall provide for immediate vesting of all outstanding restricted stock units upon a termination of employment entitling the grantee to benefits under the applicable Executive Change of Control Plan of Newmont.

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6.3 Performance Stock Bonus. In the event of a Change of Control (as defined in the STIP), each eligible Employee or a Terminated Eligible Employee, shall become entitled to the payment of a Performance Stock Bonus for an Extended Performance Period. The Performance Stock Bonus shall be calculated in the manner stated in Section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii) the Change of Control Price shall be substituted for the ending price for the Extended Performance Period for purposes of Section 4.3 above for the relative total shareholder return component of the payout, and actual performance as of the time of the Change of Control shall be used for purposes of non-relative total shareholder return component of the payout, and (iii) the Performance Stock Bonus Payout Factor for purposes of Section 4.3 above will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common stock, “Acquirer Stock”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, within 5 days following the date of the Change of Control (provided, however, that if such Change of Control does not constitute a change in the ownership or effective control of Newmont or of a substantial portion of the assets of Newmont, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “409A CoC”), such percentage of the Performance Stock Bonus shall be so paid when the Performance Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of (A) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or (B) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the LDCC as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided, however, that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.

VII . GENERAL PROVISIONS

7.1 Administration. This compensation program shall be administered by the LDCC or its delegee. All actions by Newmont under this program shall be taken by the LDCC or its

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delegee. The LDCC shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the LDCC with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.

7.2 Plan Unfunded. This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or their heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont or another Participating Employer, as applicable, for any amounts payable hereunder.

7.3 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont’s life insurance plan, with the exception of Performance Stock Bonuses, which shall be paid from a timing perspective according to Section 4.4. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to their estate.

7.4 Reimbursement. The LDCC, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Performance Stock Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and; b) the amount of such Performance Stock Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Performance Stock Bonus actually awarded or; c) a reimbursement is permitted or required by any clawback standard adopted by Newmont, including a standard adopted after the effective date of this Program. The approach used to determine the amount of reimbursement will be based on commonly used valuation methodologies or those as supported or validated by an independent third party with expertise in related matters. Additionally, the LDCC, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Restricted Stock Unit Bonus, Performance Stock Bonus and Individual Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for Cause.

7.5 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The LDCC may, in its sole discretion, permit eligible Employees to satisfy withholding applicable to the portion of the bonus payable in shares of Common Stock or Performance Stock by causing Newmont to withhold or sell the appropriate number of shares of Common Stock or Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.

7.6 Issuance of Stock. Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont or as otherwise determined in the sole discretion of the LDCC. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2020

Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2020 Stock Incentive Compensation Plan.

7.7 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.

7.8 Right of Offset. To the extent permitted by applicable law, Newmont or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees consent to the reduction of any compensation paid to the eligible Employee by Newmont or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.

7.9 Termination and Amendment. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the LDCC may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The LDCC may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without their consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules. Further, upon or following a Change of Control, Section VI of this program may not be amended, suspended, or terminated until the obligations of Section VI of this program have been fully satisfied with respect to such Change of Control.

7.10 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.

7.11 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.

7.12 Transferability. Any bonus payable hereunder is personal to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

7.13 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont and eligible Employees and their respective heirs, representatives and successors.

7.14 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

7.15 Section 409A. It is the intention of Newmont that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont in a manner consistent with such intent, as determined in the discretion of Newmont. None of Newmont nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.

APPENDIX A

Maximum Individual Bonuses


Pay Grade			Maximum Individual Bonus as a Percentage of Base Salary (which constitutes the Eligible Earnings for the year as defined in the STIP)
E-4			42% to 45%

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APPENDIX B

Performance Stock Bonus Payout Factor Schedule:

Newmont grants Performance Stock Bonus awards based on three metrics:


Relative Total Shareholder Return	Executive Female Representation	Scope 1 & 2 Emission Reduction Key Project Milestones
80%	10%	10%

1)Relative Total Shareholder Return (“TSR”) relative to the components of the VanEck Vectors Gold Miners ETF (GDX) at the end of the Extended Performance Period. The components are determined at the start of the Extended Performance Period. Any company that goes bankrupt will have a TSR of -100%. Acquired companies will be excluded. A payout will be based on the following payout factor schedule:


Percentile			Payout
80th percentile			200%
75th percentile			180%
55th percentile			100%
25th percentile			50%
Below 25th percentile			0%

Interpolation shall be used between the above percentiles.

2)Executive Female Representation


Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
36%	38%	41%

3)Scope 1 & 2 Emission Reduction Key Project Milestones

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Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
•Advance Boddington study through Feasibility	•Advance Boddington and Tanami studies through Feasibility	•Advance Boddington study into execution; •Advance Tanami study through Feasibility; AND •Advance one additional study outside of the Australia region to Prefeasibility

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EXHIBIT 10.2

NEWMONT
EQUITY BONUS PROGRAM FOR GRADES E-5 TO E-6

(Effective January 1, 2023)

NEWMONT
EQUITY BONUS
PROGRAM FOR GRADES E-5 TO E-6

(Effective January 1, 2023)

PURPOSE

This Equity Bonus Program for Grades E5 to E6 includes the Restricted Stock Unit Bonus program and Performance Stock Bonus program for the eligible Employees. This program is a restatement of the Newmont Equity Bonus Program for Grades E-5 to E-6 effective January 1, 2022. The purpose of this program is to provide to Employees of Newmont Corporation (“Newmont”) and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont. The eligible Employees will be rewarded in accordance with the terms and conditions described below.

This program is intended to be a program described in Department of Labor Regulation Sections 2510.3-1(b) and 2510.3-2(c) and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.

SECTION I-DEFINITIONS

The capitalized terms used in this program shall have the same meaning as the capitalized terms in the Short-Term Incentive Program (“STIP”), unless otherwise stated herein. In addition, the terms set forth in this Section shall have the meaning set forth below.

01-611111.9

Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

1.4 “Common Stock” means the $1.60 par value common stock of Newmont Corporation.

1.6 “Fair Market Value” has the meaning given such term in the 2020 Stock Incentive Compensation Plan.

1.8 “Performance Period” means the calendar year over which the LDCC will calculate and determine the Restricted Stock Unit Bonus.

1.9 “Performance Stock” means the right to receive from Newmont, Common Stock or restricted stock units under terms and conditions defined in a restricted stock unit or other award agreement, as determined by the LDCC.

1.11 “Restricted Stock Unit Bonus” means the bonus payable to an eligible Employee in the form of restricted stock units under this compensation program annually (or portion of a year as provided in Section 3.2), which shall be determined by dividing the eligible Employee’s Target Restricted Stock Unit Bonus by Fair Market Value, on the date of grant of the Restricted Stock Unit Bonus. The restricted stock units granted as a Restricted Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the LDCC.

1.12 “Retirement” means at least age 55, and, at least 5 years of continuous employment with Newmont and/or an Affiliated Entity, and, a total of at least 65 when adding age plus years of employment. This definition differs from the definition of retirement in other benefits plans, such as pension plans of Newmont, and shall not alter those definitions.

1.13 “Target Performance Stock Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the LDCC which is set forth in Appendix B, using the average closing

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price of Common Stock for the 25 trading days on the New York Stock Exchange prior to the grant date of the Target Performance Leverage Stock Unit Bonus.

1.14 “Target Restricted Stock Unit Bonus” means the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the eligible Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the LDCC which is set forth in Appendix A.

1.15 “Terminated Eligible Employee” for purposes of the Performance Stock Bonus means executive grade level Employee of a Participating Employer at an executive grade level during the relevant Extended Performance Period, who terminates employment with Newmont and/or a Participating Employer as provided in Section 4.4.

1.16 “2020 Stock Incentive Compensation Plan” means the Newmont Corporation 2020 Stock Incentive Compensation Plan (or any successor plan), as amended from time to time.

SECTION II-ELIGIBILITY

All Employees of a Participating Employer in an executive grade level, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive a Performance Stock Bonus under this program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Extended Performance Period for the Performance Stock Bonus, and at the time the award is vested, or (ii) they are a Terminated Eligible Employee with respect to Extended Performance Period for the Performance Stock Bonus. All executive grade level Employees of a Participating Employer, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive a Restricted Stock Unit Bonus under this compensation program, provided they are on the payroll of a Participating Employer at the time the award is granted. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Extended Performance Period for the Performance Stock Bonus, but are still on the payroll of a Participating Employer shall be eligible to receive a Performance Stock Bonus. Notwithstanding the foregoing provisions of this Section II, the LDCC or the Executive Vice President of Human Resources of Newmont (or their delegate) may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Stock Bonus, any executive grade level Employee of a Participating Employer.

SECTION III-RESTRICTED STOCK UNIT BONUS

3.1 Determination of Restricted Stock Unit Bonus—In General. The Restricted Stock Unit Bonus shall be calculated by determining the Target Restricted Stock Unit Bonus and modifying such amount by the eligible Employee’s personal performance for the Performance Period based upon manager discretion and guidance from the human resources department. Such calculations shall be done as soon as reasonably practicable after the Performance Period. Following such determination, payment of the Restricted Stock Unit Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.

3.3 Form of Payment. The amount of Restricted Stock Unit Bonus payable under this compensation program shall be paid in restricted stock units (payable in whole units only rounded down to the nearest share). The restricted stock units shall have a three-year vesting period, with one-third of the restricted stock units vesting each year on the anniversary of the date of grant, all subject to the terms of the applicable award agreement.

IV. PERFORMANCE STOCK BONUS

4.3 Calculation of the Performance Stock Bonus Payout Factor. The Performance Stock Bonus Payout Factor will be calculated by the following metrics:

80% Relative Total Shareholder Return and the corresponding percentage payout based on the schedule adopted by the LDCC, attached hereto in Appendix B.

10% Executive Female Representation based on the schedule adopted by the LDCC, attached hereto in Appendix B.

10% Scope 1 & 2 Emission Reduction Key Project Milestones based on the schedule adopted by the LDCC, attached hereto in Appendix B.

In the event that Absolute Total Shareholder Return over the Extended Performance Period is negative, the Performance Stock Bonus Payout Factor shall be capped at 100% for all metrics. Additionally, the total value maximum of any calculated Performance Stock Unit Bonus shall not exceed four times the dollar value of the Target Performance Stock Unit Bonus. In the event, this maximum amount is exceeded, the Performance Stock Unit Bonus shall be reduced to a number of shares equaling four times the dollar value of the Target Performance Stock Unit Bonus divided by the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period, rounded down to the nearest share.

4.4 Separation of Employment and Payment of Performance Stock Bonus. Unless otherwise stated in this Section 4.4, an eligible Employee shall not be entitled to payment of a Performance Stock Bonus on or after any separation of employment, voluntary or involuntary. In the event an eligible Employee separates employment from a Participating Employer prior to payment of the Performance Stock Bonus, for which the Employee has already received a notice of grant and award agreement, as a result of: (a) Retirement, (b) death, (c) termination of employment entitling Employee to benefits under the Executive Severance Plan of Newmont, or separation benefits for any involuntary termination, other than for Cause, for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or (d) circumstances entitling eligible Employee to long-term disability benefits of the Company, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Stock Bonus for each of the outstanding awards per the terms of this Program after the Extended Performance Period, with each separate award pro-rated based on the time they were actually employed by a Participating Employer during the Extended Performance Period.

Further, a Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to Section 2.01 of such applicable plan in order to receive payment under this Section 4.4.

4.6 Timing of Payment. Payment of the Performance Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Stock Bonus relates. Upon the payment of the Performance Stock Bonus in Common Stock, an eligible Employee shall also be entitled to a cash payment equal to any dividends paid with respect to the Common Stock delivered for the Performance Stock Bonus for the Extended Performance Period, minus any applicable taxes.

V . CHANGE OF CONTROL

5.1 Restricted Stock Unit Bonus. In the event of a Change of Control (as defined in the STIP) each Restricted Stock Unit Bonus for the current year shall immediately be granted at target level in the form of a restricted stock unit award vesting 1/3 on January 1 of the year immediately following the year in which the Change of Control occurred, and another 1/3 on each of the following two January 1 anniversaries. The restricted stock unit award agreement shall provide for immediate vesting of all outstanding restricted stock units upon a termination of employment entitling the grantee to benefits under the applicable Executive Change of Control Plan of Newmont.

5.2 Performance Stock Bonus. In the event of a Change of Control (as defined in the STIP), each eligible Employee or a Terminated Eligible Employee, shall become entitled to the payment of a Performance Stock Bonus for an Extended Performance Period. The Performance Stock Bonus shall be calculated in the manner stated in Section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii) the Change of Control Price shall be substituted for the closing price for the end of the Extended Performance Period for purposes of Section 4.3 above for the relative total shareholder return component of the payout, and actual performance as of the time of the Change of Control shall be used for purposes of non-relative total shareholder return component of the payout, and (iii) the Performance Stock Bonus Payout Factor for purposes of Section 4.3 above will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common

stock, “Acquirer Stock”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, within 5 days following the date of the Change of Control (provided, however, that if such Change of Control does not constitute a change in the ownership or effective control of Newmont or of a substantial portion of the assets of Newmont, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “409A CoC”), such percentage of the Performance Stock Bonus shall be so paid when the Performance Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of (A) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or (B) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the LDCC as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided, however, that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.

VI. GENERAL PROVISIONS

6.1 Administration. This compensation program shall be administered by the LDCC or its delegee. All actions by Newmont under this program shall be taken by the LDCC Committee or its delegee. The LDCC Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the LDCC with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.

6.2 Plan Unfunded. This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or their heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont or another Participating Employer, as applicable, for any amounts payable hereunder.

6.3 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by

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such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont’s life insurance plan, with the exception of Performance Stock Bonuses, which shall be paid from a timing perspective according to Section 4.4 In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to their estate.

6.4 Reimbursement. The LDCC, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Performance Stock Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Performance Stock Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Performance Stock Bonus actually awarded, or; c) a reimbursement is permitted or required by any clawback standard adopted by Newmont, including a standard adopted after the effective date of this Program. The approach used to determine the amount of reimbursement will be based on commonly used valuation methodologies or those as supported or validated by an independent third party with expertise in related matters. Additionally, the LDCC, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for Cause.

6.5 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The LDCC may, in its sole discretion, permit eligible Employees to satisfy withholding applicable to the portion of the bonus payable in shares of Common Stock or Performance Stock by causing Newmont to withhold or sell the appropriate number of shares of Common Stock or Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.

6.6 Issuance of Stock. Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont or as otherwise determined in the sole discretion of the LDCC. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2020 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2020 Stock Incentive Compensation Plan.

6.7 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.

6.8 Right of Offset. To the extent permitted by applicable law, Newmont or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees consent to the reduction of any compensation paid to the eligible Employee by Newmont or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.

6.9 Termination and Amendment. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the LDCC may,

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consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The LDCC may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without their consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules. Further, upon or following a Change of Control, Section V of this program may not be amended, suspended, or terminated until the obligations of Section V of this program have been fully satisfied with respect to such Change of Control.

6.10 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.

6.11 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.

6.12 Transferability. Any bonus payable hereunder is personal to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

6.13 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont and eligible Employees and their respective heirs, representatives and successors.

6.14 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

6.15 Section 409A. It is the intention of Newmont that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont in a manner consistent with such intent, as determined in the discretion of Newmont. None of Newmont nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.

APPENDIX A

Target Restricted Stock Unit Bonus


Grade			Percentage of Base Salary1
E-5			60%
E-6			40%

1 Target amounts may vary at levels E-5 and E-6 for individuals who work in a country other than the United States.

APPENDIX B

Target Performance Stock Bonus


Grade			Percentage of Base Salary2
E-5			60%
E-6			40%

2 Target amounts may vary at levels E-5 and E-6 for individuals who work in a country other than the United States.

APPENDIX C

Performance Stock Bonus Payout Factor Schedule:

Newmont grants Performance Stock Bonus awards based on three metrics:


Relative Total Shareholder Return	Executive Female Representation	Scope 1 & 2 Emission Reduction Key Project Milestones
80%	10%	10%


Percentile			Payout
80th percentile			200%
75th percentile			180%
55th percentile			100%
25th percentile			50%
Below 25th percentile			0%

Interpolation shall be used between the above percentiles.

2)Executive Female Representation


Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
36%	38%	41%

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3)Scope 1 & 2 Emission Reduction Key Project Milestones


Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
•Advance Boddington study through Feasibility	•Advance Boddington and Tanami studies through Feasibility	•Advance Boddington study into execution; •Advance Tanami study through Feasibility; AND •Advance one additional study outside of the Australia region to Prefeasibility

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EXHIBIT 10.3

Grades E1-E6

NEWMONT CORPORATION

PERFORMANCE STOCK UNIT AGREEMENT

NOTICE OF GRANT AND AWARD AGREEMENT

You are eligible for Performance Leveraged Stock Units (“PSUs”) under the Newmont Corporation 2020 Stock Incentive Compensation Plan (the “Plan”), the terms of this Notice of Grant and Award Agreement, including any country specific terms and conditions set forth in any appendix hereto, and the applicable compensation program (Senior Executive Compensation Program for Grades E-1 to E-4 or Equity Bonus Program for Grades E-5 to E-6), (collectively “PSU Terms Agreement”). Subject to the provisions of the PSU Terms Agreement, the principle features of PSUs are as follows:

Target Grant Setting Date: February 27, 2023

Target number of PSUs: See your Reward and Recognition Statement or Fidelity account

Performance Period: As defined in applicable compensation program document. Generally, time frame between the beginning and ending average closing prices (deemed to be three years with adjustments for administrative purposes)- February 27, 2023 – February 27 2026

Payout Determination: Based upon Newmont Corporation relative total shareholder return (80%), executive female representation (10%), and scope 1 & 2 emission reduction project milestones (10%) over the performance period as provided in the applicable compensation program document. Payout will be made in the form of Company Common Stock.

Target Acknowledgement and Agreement: You must acknowledge and accept this PSU Terms Agreement within 60 days of receipt of this PSU Terms Agreement to be eligible for payout of PSUs. The Grant Acknowledgment is set forth on the Fidelity online employee portal, and is incorporated by reference herein. The PSU Terms Agreement shall be deemed executed by Employee upon his or her electronic execution of the Grant Acknowledgment.

Separation of Employment Prior to

Expiration of the Performance Period: You shall receive no vesting of PSUs, meaning no delivery of Common Stock, in the event of voluntary separation of employment. See the terms of the

applicable compensation program document for treatment of PSUs in the event of death, disability, involuntary termination without cause, retirement*, change of control and termination of employment following change of control.

*Retirement means at least age 55, and, at least 5 years of continuous employment with Newmont Corporation and/or a Subsidiary, and, a total of at least 65 when adding age plus years of employment.

Notwithstanding the provisions in the applicable compensation program document, if the Company or the Employer (as defined in Section 3 below) determines, in its sole discretion, that any provision in the compensation program document may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Company, in its sole discretion, may choose not to apply such provision to the PSUs.

All capitalized terms that are not defined herein shall have the meaning as defined in the Plan.

1. Nontransferability. Employee’s interest in the PSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Employee.

2. No Ownership Rights Prior to Issuance of Common Stock. Employee shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the PSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been issued to Employee and transferred on the books and records of Newmont.

3. Withholding Taxes. Employee acknowledges that, regardless of any action taken by Newmont or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee's participation in the Plan and legally applicable to him or her (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount actually withheld by Newmont or the Employer. Employee further acknowledges that Newmont and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSU, including, but not limited to, the grant, vesting or settlement of the PSU, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items.

In this regard, Employee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding a number of whole shares of Common Stock to be issued upon settlement of the PSU having a fair market value on

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the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. If Newmont determines in its discretion that withholding in shares of Common Stock is not permissible or advisable under applicable local law, Newmont may satisfy its obligations for Tax-Related Items by one or a combination of the following:

(1)withholding from Employee’s wages or other cash compensation paid to Employee by Newmont and/or the Employer; or

(2)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged Newmont (on Employee’s behalf pursuant to this authorization).

Provided, however, that if Employee is a Section 16 officer of Newmont under the Exchange Act, then Newmont will withhold by deducting from the shares of Common Stock otherwise deliverable to Employee in settlement of the PSUs a number of whole shares of Common Stock having a fair market value on the date that the withholding for the Tax-Related Items is determined not in excess of the amount of such Tax-Related Items, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied pursuant to (b) above.

Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested PSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Finally, Employee agrees to pay to Newmont or the Employer, any amount of Tax-Related Items that Newmont or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

4. Acknowledgements. Employee acknowledges receipt of and understands and agrees to the terms of the PSU Terms Agreement and the Plan. In addition, Employee understands and agrees to the following:

(i)Employee hereby acknowledges receipt of a copy of the PSU Terms Agreement, the Plan and agrees to be bound by all of the terms and provisions thereof, including any terms and provisions of the Plan adopted after the date of the PSU Terms Agreement but prior to the completion of the Performance Period. If and to the extent that any provision contained in the PSU Terms Agreement is inconsistent with the Plan, the Plan shall govern. If and to the extent that any provision of the Notice of Grant is inconsistent with the applicable compensation program, the applicable compensation program shall govern.

(ii)Employee acknowledges that as of the date of the PSU Terms Agreement, the PSU Terms Agreement, the Grant Acknowledgement and the Plan set forth the entire

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understanding between Employee and Newmont regarding the acquisition of shares of Common Stock underlying the PSUs in Newmont and supersedes all prior oral and written agreements pertaining to the PSUs.

(iii)Employee understands that Newmont has reserved the right to amend or terminate the Plan at any time.

5. Miscellaneous

(a) No Right to Continued Employment. Neither the PSUs nor any terms contained in the PSU Terms Agreement shall confer upon Employee any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Employee acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in the PSU Terms Agreement and the Plan, and not through the act of being hired, being granted the PSUs or acquiring shares of Common Stock under the PSU Terms Agreement.

(b) Compliance with Laws and Regulations. The award of the PSUs to Employee and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (i) all applicable federal, state, local and foreign laws, rules and regulations, and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

(c) Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Employee shall execute, prior to the delivery of any shares of Common Stock to Employee by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Employee represents and warrants that Employee is purchasing or acquiring the shares acquired under the PSU Terms Agreement for Employee’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Employee shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

(d) Severability. If any of the provisions of the PSU Terms Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

(e) Governing Law. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related PSU provisions construed, under the General Corporation Law of the State of Delaware, the PSU Terms Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or

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interpretation of the PSU Terms Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

(f) Transferability of PSU Terms Agreement. The PSU Terms Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. The PSU Terms Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Employee, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this PSU Terms Agreement shall be deemed to prevent transfer of the PSUs in the event of Employee’s death in accordance with Section 12(b) of the Plan.

(g) Specified Employee Delay. If Newmont determines that settlement of PSUs hereunder (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”), (ii) is made to Employee by reason of his or her “separation from service” (within the meaning of Code Section 409A), and (iii) Employee is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, transfers of Common Stock will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, on Employee’s death.

(8)No Advice Regarding Award. Newmont is not providing any tax, legal or financial advice, nor is Newmont making any recommendations regarding Employee’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. Employee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(9)Appendix. Notwithstanding any provisions in this PSU Terms Agreement, the Award shall be subject to any terms and conditions set forth in Appendix to this PSU Terms Agreement for Employee’s country. Moreover, if Employee relocates to one of the countries included in the Appendix, the terms and conditions for such country will apply to him or her, to the extent Newmont determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this PSU Terms Agreement.

(10)Imposition of Other Requirements. Newmont reserves the right to impose other requirements on Employee’s participation in the Plan, on the PSUs and on any shares of Common Stock acquired under the Plan, to the extent Newmont determines it is necessary or advisable for legal or administrative reasons, and to require Employee to sign any additional PSU Terms Agreements or undertakings that may be necessary to accomplish the foregoing.

(11)Modification. Notwithstanding any other provision of this PSU Terms Agreement to the contrary, the Committee may amend this PSU Terms Agreement to the extent it determines necessary or appropriate to comply with the requirements of Code Section 409A and the guidance thereunder and any such amendment shall be binding on Employee.

(12)Waiver. Employee acknowledges that a waiver by Newmont of breach of any provision of this PSU Terms Agreement shall not operate or be construed as a waiver of any

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other provision of this PSU Terms Agreement, or of any subsequent breach of this PSU Terms Agreement.

(13)Electronic Delivery and Acceptance. Newmont may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Newmont or a third party designated by Newmont.

IN WITNESS WHEREOF, pursuant to Employee’s Grant Acknowledgement (including without limitation, the Terms and Conditions section hereof), incorporated herein by reference, and electronically executed by Employee, Employee agrees to the terms and conditions of the PSU Terms Agreement.

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APPENDIX

NEWMONT CORPORATION

PERFORMANCE STOCK UNIT PSU TERMS AGREEMENT

Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix shall have the same definitions as in the Plan and/or the PSU Terms Agreement (as applicable). The terms and conditions in Part A apply to all Employees outside the United States. The country-specific terms and conditions in Part B will also apply to Employee if he or she resides in one of the countries listed below.

Terms and Conditions

This Appendix includes additional country-specific terms and conditions that govern Employee’s PSUs if he or she resides and/or works in one of the countries listed herein.

If Employee is a resident of a country other than the one in which he or she is currently residing and/or working, relocate to another country after the PSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the PSUs contained herein may not be applicable to Employee, and Newmont shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.

Notifications

This Appendix also includes information regarding certain issues of which Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. As a result, Newmont strongly recommends that Employee not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that Employee’s PSUs vest or he or she sells shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Employee’s particular situation, and Newmont is not in a position to assure him or her of a particular result. Accordingly, Employee should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation.

Finally, if Employee is a resident of a country other than the one in which he or she is currently residing and/or working, transfers employment after the PSUs are granted, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Employee.

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1.ALL NON-U.S. COUNTRIES

TERMS AND CONDITIONS

The following additional terms and conditions will apply to Employee if he or she resides in any country outside the United States.

1.Nature of Grant. The following provisions supplement Section 4 of the PSU Terms Agreement:

(1)the grant of PSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional PSUs in any future year or in any given amount.

(2)the grant of PSUs and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with Newmont and shall not interfere with the ability of the Employer to terminate Employee's employment or service relationship (if any).

(3)the PSUs should in no event be considered as compensation for, or relating in any way to, past services for Newmont, the Employer or any Subsidiary.

(4)Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the PSUs and any future PSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law.

(5)Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the PSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.

(6)Employee acknowledges and understands the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of the same, are not intended to replace any pension rights or compensation.

(7)Employee acknowledges for the purposes of the PSUs, his or her employment will be considered terminated as of the date he or she is no longer actively providing services to Newmont, the Employer or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where he or she is employed or the terms of his or her employment PSU Terms Agreement, if any), and unless otherwise expressly provided in this PSU Terms Agreement or determined by Newmont, if any, will terminate as of such date and will not be extended by any

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notice period (e.g., Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where he or she is employed or the terms of his or her employment PSU Terms Agreement, if any); the Newmont Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of his or her PSU grant (including whether Employee may still be considered to be providing services while on a leave of absence).

(8)Employee acknowledges and understands that unless otherwise agreed with Newmont, the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of the same, are not granted as consideration for, or in connection with the service he or she may provide as a director of a Subsidiary of Newmont.

(9)Employee acknowledges and understands the PSUs and the share of Common Stock subject to the PSUs and the income and value of the same, are not part of normal or expected compensation salary for any purpose.

(10)Employee acknowledges and understands that neither Newmont, the Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between his or her local currency and the United States Dollar that may affect the value of the PSU or of any amounts due to Employee pursuant to the settlement of the PSU or the subsequent sale of any shares of Common Stock acquired upon settlement.

2.Data Privacy Information and Consent. Newmont headquarters is located at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Employee would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Employee’s consent.

(1)Data Collection and Usage. Newmont collects, processes and uses personal data of Employees, including name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in Newmont, and details of all awards or other entitlements to shares of Common Stock, granted, canceled, exercised, vested, unvested or outstanding in Employee’s favor (“Data”), which Newmont receives from Employee or the Employer. In connection with the grant of the PSU, Newmont will collect Employee’s Data for purposes of administering Employee’s participation in the Plan. Newmont’s legal basis for the processing of Employee’s Data, where required, if Employee’s consent.

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account for Employee to receive shares of Common Stock. Employee may be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Employee’s ability to participate in the Plan.

(3)International Data Transfers. Newmont and its service providers are based in the United States. If Employee is outside the United States, Employee should note that his or her country has enacted data privacy laws that are different from the United States. Newmont’s legal basis for the transfer of Employee’s Data is his or her consent.

(4)Data Retention. Newmont will use Employee’s Data only as long as is necessary to implement, administer and manage Employee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and security laws. This period may extend beyond Employee’s period or employment with the Employer. When Newmont or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes to the fullest extent practicable.

(5)Voluntariness and Consequences of Denial or Withdrawal. Employee’s participation in the Plan and Employee’s grant of consent is purely voluntary. Employee may deny or withdraw his or her consent at any time. If Employee does not consent, or if Employee withdraws his or her consent, Employee cannot participate in the Plan. This would not affect Employee’s salary as an employee or his or her career; Employee would merely forfeit the opportunities associated with the Plan.

(6)Data Subject Rights. Employee has a number of rights under data privacy laws in his or her country. Depending on where Employee is based, Employee’s rights may include the right to (i) request access or copies of Data Newmont processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrict the processing of Data, (v) restrict the portability of Data, (vi) lodge complaints with the competent tax authorities in Employee’s country, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding Employee’s rights or to exercise Employee’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., attention: Director of Compensation, Newmont Corporate.

If Employee agrees with the data processing practices as described in this notice, please declare Employee’s consent by clicking “Accept” on the Fidelity award acceptance page.

3.Language. Employee acknowledges that he or she is sufficiently proficient in English, or, alternatively, Employee acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in the PSU Terms Agreement. Furthermore, if Employee received this PSU Terms Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated versions is different than the English version, the English version will control.

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4.Insider-Trading/Market-Abuse Laws. Employee acknowledges that, depending on his or her country or broker’s country, or the country in which Common Stock is listed, he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., PSUs) or rights linked to the value of Common Stock, during such times as Employee is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Employee placed before possessing inside information. Furthermore, Employee may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Newmont insider trading policy. Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Employee should speak to his or her personal advisor on this matter.

5.Foreign Asset/Account Reporting Requirements. Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold the shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the shares of Common Stock acquired under the Plan) in a brokerage or bank account outside his or her country. Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Employee also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and he or she should speak to his or her personal advisor on this matter.

6.General. Notwithstanding the provisions of the Agreement, if Newmont or the Employer develops a good faith belief that any provision may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then Newmont in its sole discretion may choose not to apply such provision to the PSU, nor any PSU grant in Employee’s jurisdiction.

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2.COUNTRY-SPECIFIC ADDITIONAL TERMS AND CONDITIONS

ARGENTINA

Notifications

Securities Law Notification. Neither the PSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). The PSU Terms Agreement, this Appendix and any other offering material related to the PSUs, as well as the underlying shares of Common Stock, may not be used in connection with any general offering to the public in Argentina. Argentine residents who receive PSUs under the Plan do so according to the terms of a private offering made from outside Argentina.

Exchange Control Notification. It is Employee’s responsibility to comply with any and all Argentine currency exchange restrictions, approvals, and reporting requirements in connection with the PSUs.

Foreign Asset / Account Reporting Notification. If Employee is an Argentine tax resident, Employee must report any shares of Common Stock acquired under the Plan and held by Employee on December 31st of each year on his or her annual tax return for that year.

AUSTRALIA

Notifications

Securities Law Notification. The offer of PSUs is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth). If Employee offers any shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law (in addition to any requirements under the Plan and the Agreement). Employee should consult with Employee's personal legal advisor prior to making any such offer to ensure compliance with the applicable requirements.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in the Act).

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Employee will be required to file the report.

CANADA

Terms and Conditions

Vesting/Termination. The following provision replaces Section 1(f) of Part A of this Appendix:

For purposes of the PSU Terms Agreement, except as otherwise provided for in the “Separation of Employment Prior to Expiration of the Performance Period” provision of the Notice of Grant of the PSU Terms Agreement, in the event Employee ceases his or her employment or service relationship with Newmont or Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws), Employee’s right to vest in the PSUs will terminate as of the date that is the earliest of: (a) the date Employee's

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employment with the Employer is terminated for any reason; and (b) the date Employee receives written notice of termination from the Employer; regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Employee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which his or her right to vest terminates, nor will Employee be entitled to any compensation for lost vesting.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Employee's right to vest in the PSUs, if any, will terminate effective upon the expiry of the minimum statutory notice period, but Employee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the statutory notice period, nor will you be entitled to any compensation for lost vesting. In any event, if employment standards legislation explicitly requires continued vesting during a statutory notice period, then the additional vesting provided under the “Separation of Employment Prior to Expiration of the Performance Period” provision of the Notice of Grant of the PSU Terms Agreement is deemed to be inclusive of any entitlements that arise during the applicable statutory notice period.

The following provisions apply if Employee is a resident of Quebec:

French Language Documents. A French translation of certain documents related to the Plan will be made available to Employee as soon as reasonably practicable. Notwithstanding the provisions of Section 3 of Part A of this Appendix, to the extent required by applicable law and unless Employee indicates otherwise, the French translation of such documents will govern Employee's participation in the Plan.

Documents en Langue Française. Une traduction française de certains documents relatifs au Plan sera mise à la disposition du Employee dès que cela sera raisonnablement possible. Nonobstant les dispositions de l'article 3 de la Partie A de la présente Annexe, dans la mesure requise par la loi applicable et à moins que l'Employee n'indique le contraire, la traduction française de ces documents régira la participation du Employee au Plan.

Data Privacy. The following provision supplements Section 2 of Part A of this Appendix:

Notifications

Securities Law Information. Employee is permitted to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed on the New York Stock Exchange.

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must be reported (generally, at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property held by Employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if Employee owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.

FRANCE

Terms and Conditions

Consent to Receive Information in English. By accepting the PSU Terms Agreement providing for the terms and conditions of Employee’s grant, Employee confirms having read and understood the documents relating to this grant (the Plan and the PSU Terms Agreement) which were provided in English language. Employee accepts the terms of those documents accordingly.

Consentement relatif à la réception d’informations en langue anglaise. En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le salarié confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le salarié accepte les termes de ces documents en connaissance de cause.

Notifications

Non-Tax-Qualified Award. Employee understands and agrees that the Award is not intended to qualify for specific tax and social security treatment in France under Sections L. 225-197-1 to L. 225-197-6-1 of the French Commercial Code, as amended.

Foreign Asset/Account Reporting Information. If Employee holds shares of Common Stock outside France or maintains a foreign bank or brokerage account (including Employee’s Fidelity account), he or she should report such shares of Common Stock and account, whether open, current or closed, to the French tax authorities on his or her annual tax return.

GHANA

There are no country-specific provisions.

MEXICO

Terms and Conditions

Plan Document Acknowledgement. By accepting the PSUs, Employee acknowledges that he or she has received a copy of the Plan, the Grant Acknowledgement, and the PSU Terms Agreement, including this Appendix, which Employee has reviewed. Employee acknowledges further that he or she accepts all the provisions of the Plan, the Grant Acknowledgement, and the PSU Terms Agreement, including this Appendix. Employee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 1 (“Nature of Grant”) in this Appendix, which clearly provides as follows:

(1) Employee’s participation in the Plan does not constitute an acquired right;

(2) The Plan and Employee’s participation in it are offered by Newmont on a wholly discretionary basis;

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(3) Employee’s participation in the Plan is voluntary; and

(4) Newmont and its Subsidiaries are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the PSUs.

Labor Law Policy and Acknowledgment. By accepting the PSUs, Employee expressly recognizes that Newmont, with registered offices at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., is solely responsible for the administration of the Plan and that Employee’s participation in the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between Employee and Newmont since Employee is participating in the Plan on a wholly commercial basis and his or her sole employer is Newmont’s Subsidiary in Mexico (“Newmont Mexico”). Based on the foregoing, Employee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between Employee and the employer, Newmont Mexico, and do not form part of the employment conditions and/or benefits provided by Newmont Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Employee’s employment.

Employee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of Newmont; therefore, Newmont reserves the absolute right to amend and/or discontinue Employee’s participation at any time without any liability to Employee.

Finally, Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Newmont for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Employee therefore grants a full and broad release to Newmont, and its subsidiaries, branches, representative offices, stockholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.

Spanish Translation

Reconocimiento del Documento del Plan

Al aceptar el Premio de Desempeño (“PSUs”), el Empleado reconoce que ha recibido una copia del Plan, el Reconocimiento de la Subvención y en los términos del Acuerdo de PSUs, con inclusión de este Apéndice, que el Empleado ha revisado. El Empleado reconoce, además, que acepta todas las disposiciones del Plan, el Reconocimiento de la Subvención, y en los términos del Acuerdo de PSUs, incluyendo este Apéndice. El Empleado también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 1 (“Naturaleza de la Subvención”) del Apéndice, que claramente dispone lo siguiente:

(1) La participación del Empleado en el Plan no constituye un derecho adquirido;

(2) El Plan y la participación del Empleado en el Plan se ofrecen por Newmont en su discrecionalidad total;

(3) Que la participación del Empleado en el Plan es voluntaria; y

(4) Newmont y sus Subsidiarias no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir los PSUs.

Política Laboral y Reconocimiento

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Al aceptar las PSUs, el Empleado expresamente reconoce que Newmont, con sus oficinas registradas y ubicadas en 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., es la única responsable por la administración del Plan y que la participación del Empleado en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Empleado y Newmont, ya que el Empleado participa en el Plan en un marco totalmente comercial y su único patrón es el Subsidiario de Newmont en Mexico

(“Newmont Mexico”). Derivado de lo anterior, el Empleado expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Empleado y el patrón, Newmont Mexico, y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Newmont Mexico, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de la relación de trabajo del Empleado.

Asimismo, el Empleado reconoce que su participación en el Plan se ha resultado de una decisión unilateral y discrecional de Newmont; por lo tanto, Newmont se reserva el derecho absoluto de modificar y/o terminar la participación del Empleado en cualquier momento y sin responsabilidad alguna frente el Empleado.

Finalmente, el Empleado por este medio declara que no se reserva ninguna derecho o acción en contra de Newmont por cualquier compensación o daños y perjuicios en relación de las disposiciones del Plan o de los beneficios derivados del Plan, y por lo tanto, el Empleado otorga el más amplio finiquito que en derecho proceda a Newmont, y sus Subsidiarias, oficinas de representación, accionistas, directores, autoridades, empleados, agentes, o representantes legales en relación con cualquier demanda que pudiera surgir.

Notifications

Securities Law Information. The PSUs and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the PSUs may not be publicly distributed in Mexico. These materials are addressed to Employee only because of his or her existing relationship with Newmont and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

PERU

Terms and Conditions

Labor Law Acknowledgement. The following provision supplements Section 4 of the PSU Terms Agreement and Section 1 of Part A of this Appendix:

In accepting this PSU Terms Agreement, Employee acknowledges that the PSUs are being granted ex gratia to Employee with the purpose of rewarding him or her.

Notifications

Securities Law Information. The offer of the PSUs is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning this offer,

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please refer to the Plan, the PSU Terms Agreement and any other grant documents made available by Newmont.

SURINAME

Terms and Conditions

Award Settlement. Notwithstanding any provision in the PSU Terms Agreement to the contrary, if deemed by Newmont to be necessary for regulatory reasons, Newmont reserves the right to settle PSUs by payment in cash or its equivalent of an amount equal in value to the shares of Common Stock subject to the vested PSUs.

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EXHIBIT 10.4

NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT

This Agreement, including any country-specific terms and conditions set forth in any appendix hereto (the “Agreement”), dated February 27, 2023, is made between Newmont Corporation (“Newmont”) and “Employee,” as specified in his or her Grant Summary and Grant Acknowledgment (collectively, the “Grant Acknowledgment”). The Grant Acknowledgment is set forth on the Fidelity online employee portal.

The Grant Acknowledgment is incorporated by reference herein. This Agreement shall be deemed executed by Employee upon his or her electronic execution of the Grant Acknowledgment. All capitalized terms that are not defined herein shall have the meaning as defined in the Newmont Corporation 2020 Stock Incentive Compensation Plan (“Plan”).

1.Award of Restricted Stock Units. Newmont hereby grants to Employee the right to receive from Newmont the number of Restricted Stock Units (the “RSUs”) specified in the Grant Acknowledgment, pursuant to the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan. Each RSU granted represents an unfunded right to receive one share of Newmont Common Stock, subject to the conditions and restrictions set forth in this Agreement and the Plan.

2.Vesting Period. The RSUs will vest in accordance with the vesting schedule set forth below, provided Employee remains employed by Newmont or one of its Subsidiaries through each vesting date, or unless otherwise provided in this Agreement:

Vesting Period Percentage Vested

February 27, 2024 33%

February 27, 2025 33%

February 27, 2025 34%

3.Termination. Notwithstanding Section 2 above, the RSUs will vest as stated below in the specific circumstances:

a.Termination of Employment for death, disability, and following change of control. If (i) Employee dies, or (ii) Employee’s employment with Newmont or any Subsidiary terminates by reason of (a) disability (as determined under the terms of the Long-Term Disability Plan of Newmont), or (b) termination of employment entitling Employee to benefits under the Executive Change of Control Plan of Newmont or the Change of Control Plan of Newmont, the outstanding RSUs subject to this Agreement shall become fully vested and nonforfeitable, as of the date of Employee’s death or other termination of employment, referred to in clause (ii) above.

b.Termination of Employment under a Severance Plan of Newmont. If Employee terminates employment with Newmont or any Subsidiary and is entitled to: (i) separation benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or; (ii) separation benefits for any involuntary termination, other than for Cause (as defined below), for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, a pro-rata percentage of the RSUs will

407565183-v2\NA_DMS

vest as of the date of Employee’s employment termination in accordance with the following formula, and the remaining RSUs will be forfeited:

RSUs
vested =

Total RSUs Covered by This Agreement

Days Elapsed From Date of Grant to Date of Termination of Employment

Prior
Vestings

1096

If Employee is entitled to separation benefits as contemplated in clauses (i) or (ii) above in this Section 3.B, and is also retirement eligible as defined in Section 3.C below, the RSUs shall vest in accordance with this Section 3.B and not 3.C below.

“Cause” is defined as: 1) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Employee acted in accordance with an authorized written opinion of Newmont’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” 2) any dishonest or fraudulent activity by the Employee or the reasonable belief by Newmont or an affiliated entity of the Employee’s breach of any contract, agreement or representation with the Newmont or an affiliated entity, or 3) violation, or Newmont or an affiliated entities’ belief of Employee’s violation of Newmont Corporation’s Code of Conduct and underlying policies and standards.

c.Retirement. If Employee terminates employment with Newmont or any Subsidiary due to retirement, defined as: (1) at least age 55, (2) at least 5 years of continuous employment with Newmont and/or a Subsidiary, and (3) a total of at least 65 when adding age plus years of continuous employment, the RSUs shall vest as follows.

(i)If Employee retires within 365 days from the date of grant, a pro-rata percentage of the RSUs will vest as of the date of Employee’s employment termination in accordance with the following formula, and the remaining RSUs will be forfeited:

RSUs
vested =

Total RSUs Covered by This Agreement

Days Elapsed From Date of Grant to Date of Termination of Employment

Prior
Vestings

1096

(ii)If Employee retires more than 365 days after the date of grant, the RSUs will continue to vest in accordance with the schedule set forth in Section 2 above, despite separation of employment.

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d.Other Terminations. If Employee terminates employment with Newmont or any Subsidiary under circumstances other than those set forth above in Sections 3.A through 3.C, Employee agrees that any unvested RSUs will be immediately and unconditionally forfeited without any action required by Employee or Newmont as of the date of such termination of employment. For the avoidance of doubt, if Employee terminates employment with Newmont or any Subsidiary during only a period prior to a vesting date (but where employment has terminated prior to the vesting date) does not entitle Employee to vest in a pro-rata portion of the RSUs on such date.

e.Discretion to Apply Termination Vesting Provisions. Notwithstanding the provisions in this Section 3, if the Company or, if different, the Employer (as defined in Section 5 below), determines, in its sole discretion, that any provision in this Section 3 may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Company, in its sole discretion, may choose not to apply such provision to the RSUs.

4.No Ownership Rights Prior to Issuance of Common Stock. Employee shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the RSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been issued to Employee and transferred on the books and records of Newmont; provided, however, at the time that the Shares are delivered to Employee in settlement of the vested RSUs, Newmont shall make a cash payment to Employee equal to any dividends paid with respect to shares of Common Stock underlying such RSUs from the date of grant of the RSUs until the date such RSUs vest, minus any applicable Tax-Related Items (as defined in Section 5 below).

5.Withholding Taxes. Employee acknowledges that, regardless of any action taken by Newmont or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee's participation in the Plan and legally applicable or deemed by Newmont or the Employer, in its discretion, to be an appropriate charge to Employee even if legally applicable to Newmont or the Employer (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount actually withheld by Newmont or the Employer. Employee further acknowledges that Newmont and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with the relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items.

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applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. If Newmont determines in its discretion that withholding in shares of Common Stock is not permissible or advisable under applicable local law, Newmont may satisfy its obligations for Tax-Related Items by one or a combination of the following:

(1)withholding from Employee’s wages or other cash compensation paid to Employee by Newmont and/or the Employer; or

(2)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged Newmont (on Employee’s behalf pursuant to this authorization).

Provided, however, that if Employee is a Section 16 officer of Newmont under the Exchange Act, then Newmont will withhold by deducting from the shares of Common Stock otherwise deliverable to Employee in settlement of the RSUs a number of whole shares of Common Stock having a fair market value on the date that the withholding for the Tax-Related Items is determined) not in excess of the amount of such Tax-Related Items, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied pursuant to (b) above.

Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Notwithstanding anything in this Section 5 to the contrary, to avoid a prohibited distribution under Section 409A of the Code, if shares of Common Stock underlying the RSUs will be withheld (or sold on Employee’s behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of shares of Common Stock withheld (or sold on Employee’s behalf) shall not exceed the number of shares of Common Stock that equals the liability for the Tax-Related Items.

6.Delivery of Shares of Common Stock. As soon as reasonably practicable, but in any event within 30 days, following the date of vesting pursuant to Section 2 or 3, subject to Section 9(i), Newmont shall cause to be delivered to Employee a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Section 5) deliverable to Employee in accordance with the provisions of this Agreement; provided, however, that for non-Section 16

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officers of Newmont under the Exchange Act, Newmont may allow Employee to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Employee’s tax withholding obligations with respect to such Common Stock), sold on behalf of Employee, with the cash proceeds thereof, net of tax withholding, remitted to Employee, in lieu of Employee receiving a stock certificate or electronic delivery of shares in a direct registration system.

7.Nontransferability. Employee’s interest in the RSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Employee.

8.Acknowledgements. Employee acknowledges receipt of and understands and agrees to the terms of the RSUs award and the Plan. In addition to the above terms, Employee understands and agrees to the following:

(1)Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the completion of the Vesting Period. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(2)Employee acknowledges that as of the date of this Agreement, the Agreement, the Grant Acknowledgement and the Plan set forth the entire understanding between Employee and Newmont regarding the acquisition of shares of Common Stock underlying the RSUs in Newmont and supersedes all prior oral and written agreements pertaining to the RSUs.

(3)Employee understands that Newmont has reserved the right to amend or terminate the Plan at any time.

9.Miscellaneous

(1)No Right to Continued Employment. Neither the RSUs nor any terms contained in this Agreement shall confer upon Employee any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Employee acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through the act of being hired, being granted the RSUs or acquiring shares of Common Stock hereunder.

(2)Compliance with Laws and Regulations. The award of the RSUs to Employee and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (i) all applicable federal, state, local and foreign laws, rules and regulations, and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

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(3)Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Employee shall execute, prior to the delivery of any shares of Common Stock to Employee by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Employee represents and warrants that Employee is purchasing or acquiring the shares acquired under this Agreement for Employee’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Employee shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

(4)Definitions. All capitalized terms that are used in this Agreement that are not defined herein have the meanings defined in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail.

(5)Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Employee, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Employee at his or her last known address as set forth in Newmont’s records.

(6)Severability. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

(7)Governing Law. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related RSUs provisions construed, under the General Corporation Law of the State of Delaware, this Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

(8)Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Employee, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the RSUs in the event of Employee’s death in accordance with Section 12(b) of the Plan.

(9)Section 409A Requirements. For purposes of complying with Section 409A of the Code, if the RSUs constitute non-qualified deferred compensation, Employee is a U.S. taxpayer and the RSUs are to be settled at a time that is by reference to a termination of Employee’s employment, the Employer and Employee shall take all steps necessary (including with regard to any post-termination services by Employee) to ensure that

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a termination contemplated under Section 3 constitutes a “separation from service” within the meaning of Section 409A of the Code. Further, if and the foregoing sentence applies and Employee is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, settlement of the RSUs and any related dividend payments will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, until Employee’s death.

(10)No Advice Regarding Award. Newmont is not providing any tax, legal or financial advice, nor is Newmont making any recommendations regarding Employee’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. Employee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(11)Appendix. Notwithstanding any provisions in this Agreement, the Award shall be subject to any terms and conditions set forth in Appendix to this Agreement for Employee’s country. Moreover, if Employee relocates to one of the countries included in the Appendix, the terms and conditions for such country will apply to him or her, to the extent Newmont determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

(12)Imposition of Other Requirements. Newmont reserves the right to impose other requirements on Employee’s participation in the Plan, on the RSUs and on any shares of Common Stock acquired under the Plan, to the extent Newmont determines it is necessary or advisable for legal or administrative reasons, and to require Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(13)Modification. Notwithstanding any other provision of this Agreement to the contrary, the Committee may amend this Agreement to the extent it determines necessary or appropriate to comply with the requirements of Code Section 409A and the guidance thereunder and any such amendment shall be binding on Employee.

(14)Waiver. Employee acknowledges that a waiver by Newmont of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

(15)Electronic Delivery and Acceptance. Newmont may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Newmont or a third party designated by Newmont.

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APPENDIX TO THE
NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT

Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix shall have the same definitions as in the Plan and/or the Agreement (as applicable). The terms and conditions in Part A apply to all Employees outside the United States. The country-specific terms and conditions in Part B will also apply to Employee if he or she resides in one of the countries listed below.

Terms and Conditions

This Appendix includes additional country-specific terms and conditions that govern Employee’s RSUs if he or she resides and/or works in one of the countries listed herein.

If Employee is a resident of a country other than the one in which he or she is currently residing and/or working, relocate to another country after the RSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the RSUs contained herein may not be applicable to Employee, and Newmont shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.

Notifications

This Appendix also includes information regarding certain issues of which Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. As a result, Employee should not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that Employee’s RSUs vest or he or she sells shares of Common Stock acquired under the Plan.

Finally, if Employee is a resident of a country other than the one in which he or she is currently residing and/or working, transfers employment after the RSUs are granted, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Employee.

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a.ALL NON-U.S. COUNTRIES

TERMS AND CONDITIONS

The following additional terms and conditions will apply to Employee if he or she resides in any country outside the United States.

1.Nature of Grant. The following provisions supplement Section 8 of the Agreement:

(1)the grant of RSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional RSUs in any future year or in any given amount.

(2)the grant of RSUs and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with Newmont and shall not interfere with the ability of the Employer to terminate Employee's employment or service relationship (if any).

(3)the RSUs should in no event be considered as compensation for, or relating in any way to, past services for Newmont, the Employer or any Subsidiary.

(4)Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law.

(5)Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.

(6)Employee acknowledges and understands the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of the same, are not intended to replace any pension rights or compensation.

(7)Employee acknowledges for the purposes of the RSUs, his or her employment will be considered terminated as of the date he or she is no longer actively providing services to Newmont, the Employer or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where he or she is employed or the terms of his or her employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by Newmont, if any, will terminate as of such date and will not be extended by any notice period (e.g., Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where he or she is employed or the terms of his or her employment agreement, if any); the Newmont Committee shall have the exclusive discretion to determine when Employee is

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no longer actively providing services for purposes of his or her RSU grant (including whether Employee may still be considered to be providing services while on a leave of absence).

(8)Employee acknowledges and understands that unless otherwise agreed with Newmont, the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of the same, are not granted as consideration for, or in connection with the service he or she may provide as a director of a Subsidiary of Newmont.

(9)Employee acknowledges and understands the RSUs and the share of Common Stock subject to the RSUs and the income and value of the same, are not part of normal or expected compensation salary for any purpose.

(10)Employee acknowledges and understands that neither Newmont, the Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between his or her local currency and the United States Dollar that may affect the value of the RSU or of any amounts due to Employee pursuant to the settlement of the RSU or the subsequent sale of any shares of Common Stock acquired upon settlement.

(1)Data Collection and Usage. Newmont collects, processes and uses personal data of Employees, including name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in Newmont, and details of all awards or other entitlements to shares of Common Stock, granted, canceled, exercised, vested, unvested or outstanding in Employee’s favor (“Data”), which Newmont receives from Employee or the Employer. In connection with the grant of the RSU, Newmont will collect Employee’s Data for purposes of administering Employee’s participation in the Plan. Newmont’s legal basis for the processing of Employee’s Data, where required, if Employee’s consent.

(2)Stock Plan Administration Service Providers. Newmont transfers Data to Fidelity Investments, an independent service provider based in the United States, which assists Newmont with the implementation, administration and management of the Plan. In the future, Newmont may select a different service provider and share Employee’s Data with another company that serves in a similar manner. Newmont’s service provider will open an account for Employee to receive shares of Common Stock. Employee may be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Employee’s ability to participate in the Plan.

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obligations, including under tax, exchange control, labor and security laws. This period may extend beyond Employee’s period of employment with the Employer. When Newmont or the Employer no longer need Data for any of the above purposes, they will cease processing it in this contact and remove it from all of their systems used for such purposes to the fullest extent practicable.

(6)Data Subject Rights. Employee has a number of rights under data privacy laws in his or her country. Depending on where Employee is based, Employee’s rights may include the right to (i) request access or copies of Data Newmont processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrict the processing of Data, (v) restrict the portability of Data, (vi) lodge complaints with the competent tax authorities in Employee’s country, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding Employee’s rights or to exercise Employee’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237 U.S.A., attention: Director of Compensation, Newmont Corporate.

If Employee agrees with the data processing practices as described in this notice, please declare Employee’s consent by clicking “Accept” on the Fidelity award acceptance page.

3.Language. Employee acknowledges that he or she is sufficiently proficient in English, or, alternatively, Employee acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in the Agreement. Furthermore, if Employee received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated versions is different than the English version, the English version will control.

4.Insider-Trading/Market-Abuse Laws. Employee acknowledges that, depending on his or her country or broker’s country, or the country in which Common Stock is listed, he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of Common Stock, during such times as Employee is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Employee placed before possessing inside information. Furthermore, Employee may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Newmont insider trading policy. Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Employee should speak to his or her personal advisor on this matter.

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shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the shares of Common Stock acquired under the Plan) in a brokerage or bank account outside his or her country. Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Employee also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and he or she should speak to his or her personal advisor on this matter.

6.General. Notwithstanding the provisions of the Agreement, if Newmont or the Employer develops a good faith belief that any provision may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then Newmont in its sole discretion may choose not to apply such provision to the RSU, nor any RSU grant in Employee’s jurisdiction.

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a.COUNTRY-SPECIFIC ADDITIONAL TERMS AND CONDITIONS

ARGENTINA

Notifications

Securities Law Notification. Neither the RSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). The Agreement, this Appendix and any other offering material related to the RSUs, as well as the underlying shares of Common Stock, may not be used in connection with any general offering to the public in Argentina. Argentine residents who receive RSUs under the Plan do so according to the terms of a private offering made from outside Argentina.

AUSTRALIA

Notifications

Securities Law Notification. The offer of RSUs is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth). If Employee offers any shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law (in addition to any requirements under the Plan and the Agreement). Employee should consult with Employee's personal legal advisor prior to making any such offer to ensure compliance with the applicable requirements.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in the Act).

CANADA

Terms and Conditions

Vesting/Termination. The following provision supplements Section 3 of the Agreement and Section 1 of Part A of this Appendix:

For purposes of the Agreement, except as otherwise provided for in Section 3 of the Agreement, in the event Employee ceases his or her employment or service relationship with Newmont or Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws), Employee’s right to vest in the RSUs will terminate as of the date that is the earliest of: (a) the date Employee's employment with the Employer is terminated for any reason; and (b) the date Employee receives written notice of termination from the Employer; regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Employee will not earn or be entitled to

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any pro-rated vesting for that portion of time before the date on which his or her right to vest terminates, nor will Employee be entitled to any compensation for lost vesting.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Employee's right to vest in the RSUs, if any, will terminate effective upon the expiry of the minimum statutory notice period, but Employee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the statutory notice period, nor will you be entitled to any compensation for lost vesting. In any event, if employment standards legislation explicitly requires continued vesting during a statutory notice period, then the additional vesting provided under Section 3 of the Agreement is deemed to be inclusive of any entitlements that arise during the applicable statutory notice period.

The following provisions apply if Employee is a resident of Quebec:

Data Privacy. The following provision supplements Section 2 of Part A of this Appendix:

Employee hereby authorizes Newmont and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Employee further authorizes Newmont, any parent or Subsidiary of Newmont, and any stock plan service provider that may be selected by Newmont to assist with the Plan to disclose and discuss the Plan with their respective advisors. Employee further authorizes Newmont and any parent or Subsidiary of Newmont to record such information and to keep such information in Employee’s employee file. Employee acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. Finally, Employee acknowledges and authorizes Newmont and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on Employee’s or the administration of the Plan.

Notifications

Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including shares of Common Stock and rights to receive shares of Common Stock (e.g., RSUs), on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds C$100,000 at any time during the year. RSUs must be reported (generally, at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property held by Employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if

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Employee owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.

FRANCE

Terms and Conditions

Consent to Receive Information in English. By accepting the Agreement providing for the terms and conditions of Employee’s grant, Employee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. Employee accepts the terms of those documents accordingly.

Consentement relatif à la réception d’informations en langue anglaise. En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le salarié confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le salarié accepte les termes de ces documents en connaissance de cause.

Notifications

GHANA

There are no country-specific provisions.

MEXICO

Terms and Conditions

Plan Document Acknowledgement. By accepting the RSUs, Employee acknowledges that he or she has received a copy of the Plan, the Grant Acknowledgement, and the Agreement, including this Appendix, which Employee has reviewed. Employee acknowledges further that he or she accepts all the provisions of the Plan, the Grant Acknowledgement, and the Agreement, including this Appendix. Employee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 1 (“Nature of Grant”) in this Appendix, which clearly provides as follows:

(1) Employee’s participation in the Plan does not constitute an acquired right;

(2) The Plan and Employee’s participation in it are offered by Newmont on a wholly discretionary basis;

(3) Employee’s participation in the Plan is voluntary; and

(4) Newmont and its Subsidiaries are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the RSUs.

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Labor Law Policy and Acknowledgment. By accepting the RSUs, Employee expressly recognizes that Newmont, with registered offices at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., is solely responsible for the administration of the Plan and that Employee’s participation in the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between Employee and Newmont since Employee is participating in the Plan on a wholly commercial basis and his or her sole employer is Newmont’s Subsidiary in Mexico (“Newmont Mexico”). Based on the foregoing, Employee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between Employee and the employer, Newmont Mexico, and do not form part of the employment conditions and/or benefits provided by Newmont Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Employee’s employment.

Finally, Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Newmont for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Employee therefore grants a full and broad release to Newmont, and its subsidiaries, branches, representative offices, shareholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.

Spanish Translation

Reconocimiento del Documento del Plan

Al aceptar las Unidades de Acciones Restringidas (RSUs, por sus siglas en inglés), el Empleado reconoce que ha recibido una copia del Plan, el Reconocimiento de la Subvención y el Acuerdo, con inclusión de este Apéndice, que el Empleado ha revisado. El Empleado reconoce, además, que acepta todas las disposiciones del Plan, el Reconocimiento de la Subvención, y en el Acuerdo, incluyendo este Apéndice. El Empleado también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 1 (“Naturaleza de la Subvención”) del Acuerdo, que claramente dispone lo siguiente:

(1) La participación del Empleado en el Plan no constituye un derecho adquirido;

(2) El Plan y la participación del Empleado en el Plan se ofrecen por Newmont en su discrecionalidad total;

(3) Que la participación del Empleado en el Plan es voluntaria; y

(4) Newmont y sus Subsidiarias no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir las RSUs.

Política Laboral y Reconocimiento

Al aceptar las RSUs, el Empleado expresamente reconoce que Newmont, con sus oficinas registradas y ubicadas en 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., es la única responsable por la administración del Plan y que la participación del Empleado en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Empleado y Newmont, ya que el Empleado participa en el Plan en un marco totalmente comercial y su único patrón es el Subsidiario de Newmont en Mexico (“Newmont Mexico”). Derivado de lo anterior, el Empleado expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Empleado y el patrón, Newmont Mexico, y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Newmont Mexico, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de la relación de trabajo del Empleado.

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Notifications

Securities Law Information. The RSUs and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to Employee only because of his or her existing relationship with Newmont and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

PERU

Terms and Conditions

Labor Law Acknowledgement. The following provision supplements Section 1 of Part A of this Appendix:

In accepting this Agreement, Employee acknowledges that the RSUs are being granted ex gratia to Employee with the purpose of rewarding him or her.

Notifications

Securities Law Information. The offer of the RSUs is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning this offer, please refer to the Plan, the Agreement and any other grant documents made available by Newmont.

SURINAME

Terms and Conditions

Award Settlement. Notwithstanding any provision in the Agreement to the contrary, if deemed by Newmont to be necessary for regulatory reasons, Newmont reserves the right to settle RSUs by payment in cash or its equivalent of an amount equal in value to the shares of Common Stock subject to the vested RSUs.

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EXHIBIT 10.5

NEWMONT CORPORATION

2020 STOCK INCENTIVE COMPENSATION PLAN

GLOBAL 2023 DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

This Director Restricted Stock Unit Agreement, including any country specific terms and conditions set forth in any appendix hereto (“Agreement”), is dated as of April 28, 2023, between Newmont Corporation, a Delaware corporation (“Newmont”), and Director.

WITNESSETH:

WHEREAS, Director is a director of Newmont; and

WHEREAS, in recognition of the Director’s service as a director of Newmont rendered and to be rendered during the 2023 calendar year, the Board of Directors, the Leadership Development and Compensation Committee and the Corporate Governance and Nominating Committee (“Newmont Committee”) has awarded Director, pursuant to the terms and conditions of this Agreement and those of the Newmont Corporation 2020 Stock Incentive Compensation Plan (“Plan”), the number of Director Restricted Stock Units (“DSUs”) specified below. Each DSU represents a right to receive a share of Newmont Common Stock (“Common Stock”) (rounded down to the nearest whole share), subject to the conditions and restrictions set for in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings given such terms in the Plan.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, Newmont hereby documents such award to Director of ___ DSUs and, in connection with such award, Newmont and Director hereby agree as follows:

AGREEMENT:

1.Immediate Vesting. The DSUs are immediately fully vested and nonforfeitable.

2.No Ownership Rights Prior to Issuance of Common Stock. Director shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the DSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after such shares of Common Stock have been actually issued to Director and transferred on the books and records of Newmont; provided, however, that each DSU shall accrue Dividend Equivalents during the period from the date of this Agreement until the date such shares are delivered in accordance with Section 3, payable in cash at the time specified in Section 3 below.

3.Delivery of Shares of Common Stock. Within thirty (30) days following the date of Director’s retirement from the Board, Newmont shall cause to be delivered to Director the full number of shares of Common Stock underlying the DSUs, together with all accrued Dividend Equivalents, subject to satisfaction of any applicable tax withholding pursuant to Section 5 hereof and Section 16 of the Plan. For purposes of this Agreement, “retirement” from the Board means separation from service (as a director, employee and all other service provider relationships) with Newmont and the Affiliates under any circumstances, including due to death For the avoidance of doubt, a separation from service must meet the requirements of a

407565184-v2\NA_DMS

“separation from service” within the meaning of Section 409A of the Code if Director is a U.S. taxpayer.

4.Nature of Grant. Director acknowledges receipt of and understands and agrees to the terms of the DSUs awarded hereunder and the Plan. In addition to the above terms, Director understands and agrees to the following:

(i)Director hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the distribution of Common Stock underlying the DSUs. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(ii)Director acknowledges that this Agreement and the Plan set forth the entire understanding between Director and Newmont regarding the DSUs and the shares of Common Stock underlying the DSUs and supersedes any prior oral and written agreements pertaining to the DSUs and/or such shares.

(iii)The Plan is established voluntarily by Newmont, it is discretionary in nature, and it may be modified, amended, suspended or terminated by Newmont at any time as set forth in the Plan.

(iv)All decisions with respect to future DSU grants, if any, will be at the sole discretion of Newmont.

(v)Director acknowledges that the Director’s acceptance of the DSUs, including the terms and conditions herein, is voluntary.

(vi)The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty.

(vii)Director acknowledges and understands the DSU grant and Director’s participation in the Plan shall not create a right to employment or service or be interpreted as forming or amending an employment or service contract with Newmont or any Affiliate.

(viii)The DSUs and the shares of Common Stock subject to the DSUs, and the income and value of same, are not intended to replace pension rights, if any.

(ix)For Directors who reside outside the U.S., Director acknowledges and agrees that neither Newmont, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Director’s local currency and the United States Dollar that may affect the value of the DSUs or of any amounts due to Director pursuant to the vesting of the DSUs or the subsequent sale of any shares of Common Stock acquired at vesting.

5.Withholding Taxes. Director acknowledges that, regardless of any action Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not

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commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items.

Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.

6.Privacy Information and Consent. Newmont headquarters is located at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237 U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Director would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Director’s consent.

(a)Data Collection and Usage. Newmont collects, processes and uses personal data of Directors, including name, home address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in Newmont, and details of all awards or other entitlements to shares of Common Stock, granted, canceled, exercised, vested, unvested or outstanding in Director’s favor, which Newmont receives from Director. If Newmont offers Director an award under the Plan, then Newmont will collect Director’s personal data for purposes of allocating stock and implementing, administering and managing the Plan. Newmont’s legal basis for the processing of Director’s personal data would be his or her consent.

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(b)Stock Plan Administration Service Providers. Newmont transfers data to Fidelity Investments, an independent service provider based in the United States, which assists Newmont with the implementation, administration and management of the Plan. In the future, Newmont may select a different service provider and share Director’s data with another company that serves in a similar manner. Newmont’s service provider will open an account for Director to receive shares of Common Stock. Director will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Director’s ability to participate in the Plan.

(c)International Data Transfers. Newmont and its service providers are based in the United States. If Director is outside the United States, Director should note that his or her country has enacted data privacy laws that are different from the United States. Newmont’s legal basis for the transfer of Director’s personal data is his or her consent.

(d)Data Retention. Newmont will use Director’s data only as long as is necessary to implement, administer and manage Director’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When Newmont no longer needs Director’s personal data, which will generally be seven (7) years after Director is granted awards under the Plan, Newmont will remove it from its systems. If Newmont keeps the data longer, it would be to satisfy legal or regulatory obligations and Newmont’s legal basis would be relevant laws or regulations.

(e)Voluntariness and Consequences of Denial or Withdrawal. Director’s participation in the Plan and Director’s grant of consent is purely voluntary. Director may deny or withdraw his or her consent at any time. If Director does not consent, or if Director withdraws his or her consent, Director cannot participate in the Plan. This would not affect Director’s career; Director would merely forfeit the opportunities associated with the Plan.

(f)Data Subject Rights. Director has a number of rights under data privacy laws in his or her country. Depending on where Director is based, Director’s rights may include the right to (i) request access or copies of personal data Newmont processes, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing, (v) portability of data, (vi) to lodge complaints with the competent tax authorities in Director’s country, and/or (vii) a list with the names and addresses of any potential recipients of Director’s personal data. To receive clarification regarding Director’s rights or to exercise Director’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237 U.S.A., attention: Director of Compensation, Newmont Corporate.

If Director agrees with the data processing practices as described in this notice, please declare Director’s consent by clicking “Accept” on the online award acceptance page.

7.Miscellaneous

(a)No Right to Continued Service. Neither the DSUs nor any terms contained in this Agreement shall confer upon Director any express or implied right to be

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retained in the service of Newmont or any Affiliate for any period at all, nor restrict in any way the right of Newmont or any Affiliate, which right is hereby expressly reserved, to terminate his or her service at any time with or without cause, subject to applicable law and the applicable provisions of Newmont’s Certificate of Incorporation and By-laws.

(b)Compliance with Laws and Regulations. The award of the DSUs to Director and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, local and non-United States laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

(c)Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Director shall, if requested by the Newmont Committee, execute, prior to the delivery of any shares of Common Stock to Director by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Director represents and warrants that Director is purchasing or acquiring the shares acquired under this Agreement for Director’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Director shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

(d)Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Director, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Director at his or her last known address as set forth in Newmont’s records or by such other means as set forth under Section 7(l) herein.

(e)Severability. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

(f)Governing Law and Venue. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related DSU provisions construed, under the General Corporation Law of the State of Delaware, this Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

(g)Transferability of DSUs / Agreement. This Agreement and DSUs granted hereunder may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by will or by the laws of descent and distribution. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted

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assigns, including, in the case of Director, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the DSUs in the event of Director’s death in accordance with Section 12(b) of the Plan.

(h)No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Director’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. Director should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(i)Appendix A. Notwithstanding any provisions in this Agreement, the DSU shall be subject to any terms and conditions set forth in Appendix A to this Agreement for Director’s country. Moreover, if Director relocates to one of the countries included in the Appendices, the terms and conditions for such country will apply to him or her, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.

(j)Imposition of Other Requirements. The Company reserves the right to impose other requirements on Director’s participation in the Plan, on the DSUs and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(k)Language. Director acknowledges that he or she is sufficiently proficient in English, or, alternatively, Director acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in this Agreement. Furthermore, if Director received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated versions is different than the English version, the English version will control.

(l)Electronic Delivery and Acceptance. Newmont may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Newmont or a third party designated by Newmont.

(m)Waiver. Director acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

(n)Insider-Trading/Market-Abuse Laws. Director acknowledges that, depending on his or her country or broker’s country, or the country in which Common Stock is listed, he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., DSUs) or rights linked to the value of Common Stock, during such times as Director is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Director’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Director placed before possessing inside information. Furthermore, Director may be prohibited from (i) disclosing insider information to any third party, including fellow directors (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition

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to any restrictions that may be imposed under any applicable Newmont insider trading policy (such as Newmont’s Stock Trading Standard). Director is responsible for complying with any applicable restrictions, so he or she should speak to his or her personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in his or her country.

(o)Foreign Asset/Account Reporting Requirements. Director acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold the shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the shares of Common Stock acquired under the Plan) in a brokerage or bank account outside his or her country. Director may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Director also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Director acknowledges that it is his or her responsibility to be compliant with such regulations, and he or she should speak to his or her personal advisor on this matter.

8.Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, Newmont Corporation has caused this Agreement to be executed by a duly authorized officer, and Director has executed this Agreement, both as of the day and year first written above.

NEWMONT CORPORATION

By:_________________________________

Name: Logan Hennessey

Title: Vice President, Associate General Counsel and Corporate Secretary

Agreed to by:

____________________________________

Director

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APPENDIX A

NEWMONT CORPORATION

2020 STOCK INCENTIVE COMPENSATION PLAN

GLOBAL 2023 DIRECTOR STOCK UNIT AGREEMENT

Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix A shall have the same definitions as in the Plan and/or the Agreement (as applicable).

Terms and Conditions

This Appendix A includes additional country-specific terms and conditions that govern Director’s DSUs if he or she resides and/or works in one of the countries listed herein.

If Director is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, relocates to another country after the DSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the DSUs contained herein may not be applicable to Director, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.

Notifications

This Appendix A also includes information regarding certain issues of which Director should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Director not rely on the information in this Appendix A as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that Director’s DSUs vest or he or she sells shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Director’s particular situation, and the Company is not in a position to assure him or her of a particular result. Accordingly, Director should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation.

Finally, if Director is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfer service after the DSUs are granted, or are considered a resident of another country for local law purposes, the information contained herein may not apply to Director.

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AUSTRALIA

Terms and Conditions

Form of Settlement. Notwithstanding any discretion in the Plan or anything contrary in Section 2 of the Agreement, due to tax considerations in Australia, the DSU grant (including any Dividend Equivalents) does not provide any right for Director to receive a cash payment, and the DSUs (including any Dividend Equivalents related thereto) are payable only in shares of Common Stock.

Notifications

Securities Law Notification. The offer of DSUs is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth). If Director offers any shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law (in addition to any requirements under the Plan and the Agreement). Director should consult with Director's personal legal advisor prior to making any such offer to ensure compliance with the applicable requirements.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in the Act).

CANADA

Terms and Conditions

The following provisions apply if Director is a resident of Quebec:

French Language Documents. A French translation of certain documents related to the Plan will be made available to Director as soon as reasonably practicable. Notwithstanding the provisions of Section 7(k) of the Agreement, to the extent required by applicable law and unless Director indicates otherwise, the French translation of such documents will govern Director's participation in the Plan.

Documents en Langue Française. Une traduction française de certains documents relatifs au Plan sera mise à la disposition du Directeur dès que cela sera raisonnablement possible. Nonobstant les dispositions de l'article 7(k) du Contrat d’Attribution, dans la mesure requise par la loi applicable et à moins que le Directeur n'indique le contraire, la traduction française de ces documents régira la participation du Directeur au Plan.

Data Privacy. The following provision supplements Section 6 of the Agreement:

Director hereby authorizes Newmont and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Director further authorizes Newmont, any parent or Subsidiary of Newmont, and any stock plan service provider that may be selected by Newmont to assist with the Plan to disclose and discuss the Plan with their respective advisors. Director further

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authorizes Newmont and any parent or Subsidiary of Newmont to record such information and to keep such information in Director’s file.

Notifications

Securities Law Information. Director is permitted to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed on the New York Stock Exchange.

Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including shares of Common Stock and rights to receive shares of Common Stock (e.g., DSUs), on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds C$100,000 at any time during the year. DSUs must be reported (generally, at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property held by Director. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if Director owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.

GHANA

There are no country-specific provisions.

MEXICO

Plan Document Acknowledgement. By accepting the DSUs, Director acknowledges that he or she has received a copy of the Plan and the Agreement, including this Appendix A which Director has reviewed. Director acknowledges further that he or she accepts all the provisions of the Plan and the Agreement, including this Appendix A. Director also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 4 (“Nature of Grant”) in the Agreement, which clearly provides as follows:

(1) Director’s participation in the Plan does not constitute an acquired right;

(2) The Plan and Director’s participation in it are offered by Newmont on a unilateral and wholly discretionary basis;

(3) Director’s participation in the Plan is voluntary; and

(4) Newmont and its Parents, Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the DSUs.

Labor Law Policy and Acknowledgment. By accepting the DSUs, Director expressly recognizes that Newmont, with registered offices at 7900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 U.S.A., is solely responsible for the administration of the Plan. Director further acknowledges that his or her participation in the Plan, the grant of the award and any acquisition of shares of Common Stock under the Plan do not constitute a service relationship nor a labor

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relationship between Director and Newmont because Director is participating in the Plan on a wholly commercial basis. Based on the foregoing, Director expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between Director and Newmont, and do not form part of the service conditions and/or benefits provided by Newmont, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Director’s service agreement, if any.

Director further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of Newmont and, therefore, Newmont reserves the absolute right to amend and/or discontinue Director’s participation in the Plan at any time, without prior notice and without any liability to Newmont.

Finally, Director hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against Newmont for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to Newmont and any Parent or Subsidiary, Affiliates, branches, representation offices, shareholders, officers, agents and legal representatives with respect to any claim that may arise.

Spanish Translation

Reconocimientos. Al aceptar las unidades de acciones restringidas (“DSUs”), el Director reconoce que ha recibido una copia del Plan, y del Acuerdo, incluyendo este Apéndice, mismo que ha sido revisado por el Director. El Director reconoce, además, que acepta todas las disposiciones del Plan, y del Acuerdo, incluyendo este Apéndice. El Director también reconoce que ha leído y específica y expresamente aprueba de los terminos y condiciones establecidas en la Sección 4 del Acuerdo (“Naturaleza de la Subvención”), que claramente establece lo siguiente:

(1) La participación del Director en el Plan no constituye un derecho adquirido;

(2) El Plan y la participación del Director en el Plan se ofrecen por la Compañía (“Newmont”) de manera unilateral y totalmente discrecional;

(3) La participación del Director en el Plan es voluntaria; y

(4) Newmont y sus Matrices, Subsidiarias y filiales no son responsables por cualquier disminución en el valor de las Acciones adquiridas cuando las DSUs se maduren.

Reconocimiento del Servicio y Declaración de la Política. Al aceptar el premio, el Director reconoce que Newmont, con domicilio registrado ubicado en 7900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 U.S.A., es la única responsable por la administración del Plan. Además, el Director reconoce que su participación en el Plan, el otorgamiento del Premio y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación de servicio, ni relación de trabajo entre el Director y Newmont, ya que el Director está participando en el Plan en sobre una base exclusivamente comercial. Con base en lo anterior, el Director expresamente reconoce que el Plan y los beneficios que le deriven de la participación en el Plan no establecen derecho alguno entre el Director y Newmont, y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Newmont, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de cualquier contrato de servicios del Director, de haber alguno.

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Además, el Director entiende que su participación en el Plan es resultado de una decisión unilateral y discrecional de Newmont y, por lo tanto, Newmont se reserva el derecho absoluto de modificar y/o discontinuar la participación del Director en el Plan en cualquier momento, sin aviso previo y sin responsabilidad alguna para Newmont.

Finalmente, el Director en este acto manifiesta que no se reserva ninguna acción o derecho para interponer una demanda o reclamación en contra de Newmont por cualquier compensación o daño o perjuicio en relación con cualquier disposición del Plan o los beneficios derivados del Plan y, en consecuencia, otorga un amplio y total finiquito a Newmont, cualesquier Matriz, Filial, Afiliada, sucursales, oficinas de representación, accionistas, directores, funcionarios, agentes y representantes con respecto a cualquier demanda o reclamación que pudiera surgir.

Notifications

Securities Law Information. The DSUs granted, and any shares of Common Stock acquired, under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the DSUs may not be publicly distributed in Mexico. These materials are addressed to Director because of Director’s existing relationship with Newmont, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present service providers of Newmont or any Subsidiary in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

UNITED KINGDOM

There are no country-specific provisions.

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Exhibit 10.6

Execution Version

SECOND AMENDMENT AGREEMENT dated as of April 14, 2023 (this “Second Amendment”), to the Credit Agreement, dated as of April 4, 2019 (as amended by the First Amendment, dated as of March 30, 2021 and as further amended, supplemented, restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”), among NEWMONT CORPORATION, a Delaware corporation (the “Borrower”), the lenders and issuing banks from time to time party thereto (collectively, the “Lenders”), and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

1. Pursuant to the Existing Credit Agreement, the Lenders have agreed to extend credit to the Borrower pursuant to the terms and subject to the conditions set forth therein.

2. The Borrower has requested that certain provisions of the Existing Credit Agreement be amended as set forth herein and the Lenders are willing to agree to such amendments on the terms set forth herein.

3. In order to effectuate the foregoing, the parties hereto desire to enter into this Second Amendment to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein.

4. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to Existing Credit Agreement.

The Existing Credit Agreement is hereby amended with the stricken text deleted (indicated textually in the same manner as the following example: stricken text) and with the double-underlined text added (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

SECTION 2. Effectiveness. This Second Amendment shall become effective as of the first date on which each of the following conditions is satisfied (such effective date, the “Second Amendment Effective Date”):

(i) the Administrative Agent shall have received counterparts of this Second Amendment that, when taken together, bear the signatures of the Borrower, the Administrative Agent and each Lender; and

(ii) the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented at least 3 Business Days prior to the Second Amendment Effective Date (but limited to, in the case of legal fees and expenses, the reasonable and documented fees and expenses of one outside legal counsel to the Administrative Agent), no later than the Second Amendment Effective Date.

SECTION a. Existing Eurodollar Loans. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) any Revolving Loans outstanding as of the date hereof that are Eurodollar Loans (as defined in the Existing Credit Agreement, the “Existing Eurodollar Loans”) shall continue to accrue interest based on the Adjusted LIBO Rate


AMERICAS 120615872

(as defined in the Existing Credit Agreement) and their applicable existing Interest Periods (as defined in the Existing Credit Agreement for purposes of this Section 3) until the last day of the Interest Period applicable to each such Existing Eurodollar Loans (provided, that in no event shall an Existing Eurodollar Loan be permitted to be continued as a Eurodollar Loan after the termination or expiration of its applicable existing Interest Period), and thereafter, all Existing Eurodollar Loans shall either be SOFR Loans or ABR Loans, as determined in accordance with the Credit Agreement, and (ii) subject to any express limitations set forth in the immediately preceding clause (i), the terms of the Credit Agreement in respect of the administration of Eurodollar Loans (solely with respect to any Existing Eurodollar Loans) shall remain in effect from and after the date hereof until the last day of the Interest Period applicable to each such Existing Eurodollar Loan, in each case, solely for purposes of administering the Existing Eurodollar Loans (including, without limitation, with respect to the payment of interest accrued thereon, determination of breakage fees and other subject matters set forth in the Existing Credit Agreement).

SECTION b. Effect of this Second Amendment. Except as expressly set forth herein and in the Credit Agreement, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. After the Second Amendment Effective Date, the Credit Agreement amends and restates, in its entirety, the Existing Credit Agreement, and any reference to the Existing Credit Agreement in the Loan Documents shall mean the Credit Agreement. This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION c. Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Second Amendment. Any electronic signature of any Credit Party to this Second Amendment is valid, enforceable and binding, and any electronic signature by any Credit Party shall be deemed to be an original signature hereto. Delivery of an executed counterpart of a signature page of this Agreement, and/or any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Second Amendment or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Second Amendment and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of


AMERICAS 120615872

the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

SECTION d. Governing Law; Waiver of Jury Trial; Service of Process; Judgment Currency. THE PROVISIONS OF SECTION 9.09 (GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS) AND SECTION 9.10 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS SECOND AMENDMENT, mutatis mutandis.

SECTION e. Headings. The headings of this Second Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


AMERICAS 120615872

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.


NEWMONT CORPORATION
By: /s/ Daniel Horton
			Name: Daniel Horton
			Title: VP Finance and Treasurer