Gross Divestment Proceeds to Date are
Expected to Reach up to $2.9 Billion
Newmont Corporation (NYSE: NEM, TSX: NGT, ASX: NEM, PNGX: NEM)
(“Newmont” or the “Company”) announced today that it has agreed to
sell its Musselwhite operation in Ontario, Canada, to Orla Mining
Ltd (“Orla”) for up to $850 million in total consideration.
Under the terms of the agreement, Newmont will receive cash
consideration of $810 million upon closing and up to $40 million1
in contingent payments. The transaction is expected to close in the
first quarter of 2025, subject to certain conditions being
satisfied.2 Upon closing the announced transactions, Newmont will
have surpassed its target of delivering more than $2 billion in
gross proceeds from non-core divestitures.
“We are pleased to be selling our Musselwhite operation to Orla
and have full confidence that they will continue to operate
responsibly, while maintaining strong partnerships with the mine’s
workforce and local and Indigenous communities,” said Tom
Palmer, Newmont's President and Chief Executive Officer.
“Today’s announcement signifies Newmont’s continued progress toward
building our go-forward portfolio and delivering on the transaction
commitments we made at the beginning of the year. The announced
divestitures are expected deliver up to $2.9 billion in gross
proceeds to support Newmont's capital allocation priorities, which
include strengthening our balance sheet and returning capital to
shareholders.”
Divestiture Program Progress
In February 2024, Newmont announced the intent to divest its
non-core assets, including six operations and two projects from its
Australian, Ghanaian, and North American business units. With
definitive agreements in place to divest the assets in Australia,
Ghana, and now Musselwhite, the Company is focused on completing
the sales processes for its other North American non-core assets,
which are expected to conclude in the first quarter of 2025.3
Total gross proceeds from transactions announced in 2024 to date
are expected to be up to $2.9 billion. This includes $2.3 billion
from non-core divestitures and $527 million from the sale of other
investments, detailed as follows:
- Up to $475 million from the sale of the Telfer operation and
Newmont's 70% interest in the Havieron project;
- Up to $1.0 billion from the sale of the Akyem operation;
- Up to $850 million from the sale of the Musselwhite operation;
and
- $527 million from the completed sale of other investments,
including the sale of the Lundin Gold stream credit facility and
offtake agreement, and the monetization of Newmont's Batu Hijau
contingent payments.
Capital Allocation
Newmont continues to leverage free cash flow from its operations
and proceeds from divestitures to enhance long-term value for
shareholders by repurchasing shares on a ratable basis. In line
with this strategy, the Company has an aggregate $3 billion share
repurchase program authorized for execution through October
2026.4
Since October 24, 2024, Newmont has repurchased 7.2 million
shares, totaling $336 million. Since the program's inception5,
Newmont has repurchased 22.4 million shares, amounting to $1.1
billion. This ongoing progress reflects Newmont's commitment to
delivering meaningful returns and lasting value to
shareholders.
Additionally, Newmont has made significant progress toward
reaching its targeted debt balance of $8 billion, retiring
approximately $500 million of debt in 2024 and demonstrating the
Company's dedication to a disciplined and balanced approach to
capital allocation.
Advisers and Counsel
In connection with the Musselwhite transaction, BMO Capital
Markets acted as financial adviser and Goodmans LLP acted as legal
adviser.
About Newmont
Newmont is the world’s leading gold company and a producer of
copper, zinc, lead, and silver. The Company’s world-class portfolio
of assets, prospects and talent is anchored in favorable mining
jurisdictions in Africa, Australia, Latin America & Caribbean,
North America, and Papua New Guinea. Newmont is the only gold
producer listed in the S&P 500 Index and is widely recognized
for its principled environmental, social, and governance practices.
Newmont is an industry leader in value creation, supported by
robust safety standards, superior execution, and technical
expertise. Founded in 1921, the Company has been publicly traded
since 1925.
At Newmont, our purpose is to create value and improve lives
through sustainable and responsible mining. To learn more about
Newmont’s sustainability strategy and initiatives, go to
www.newmont.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws. Where a
forward-looking statement expresses or implies an expectation or
belief as to future events or results, such expectation or belief
is expressed in good faith and believed to have a reasonable basis.
However, such statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by
the forward-looking statements. Forward-looking statements in this
news release include, without limitation, (i) expectations
regarding outlook; (ii) statements regarding the sales of
Musselwhite, Telfer and Havieron, and Akyem, including, without
limitation, expectations regarding timing and closing of the
pending transactions, including receipt of required approvals and
satisfaction of closing conditions; (iii) expectations regarding
receipt of consideration upon closing and receipt of any deferred
contingent cash consideration in the future; (iv) expectations
regarding use of sale proceeds, capital allocation priorities, and
return capital to shareholders; (v) expectations regarding the
progress of the divestiture program and the sale of assets which
have been designated as assets held for sale; (vi) expectations
regarding capital allocation, share repurchase programs and future
share repurchases; and (vi) other statements regarding future
events or results. Estimates or expectations of future events or
results are based upon certain assumptions, which may prove to be
incorrect. Assumptions include, but are not limited to: (i) certain
exchange rate assumptions approximately consistent with current
levels; (ii) certain price assumptions for gold, copper, silver,
zinc, lead and oil; and (iii) all closing conditions being
satisfied.
Divestment Programs: Expectations regarding the divestment of
assets held of sale are subject to risks and uncertainties. Based
on a comprehensive review of the Company’s portfolio of assets, the
Company’s announced a portfolio optimization program to divest six
non-core assets and a development project in February 2024. The
non-core assets to be divested include CC&V, Musselwhite,
Porcupine, Éléonore, Telfer, and Akyem, and the Coffee development
project. While the Company concluded that these non-core assets and
the development project met the accounting requirements to be
presented as held for sale there is a possibility that the assets
held for sale may exceed one year, or not occur at all, due to
events or circumstances beyond the Company's control. As of the
date of this release, no binding agreements have been entered into
with respect to the sale of CC&V, Porcupine, Éléonore or the
Coffee development project. The closing of the Telfer/Havieron sale
remains conditional on satisfaction of certain conditions
including: (i) Newmont and Greatland receiving approval for the
transaction from the Foreign Investment Review Board (FIRB); (ii)
transfer of key approvals and tenements; (iii) assignment of key
contracts and leases; (iv) obtaining specific environmental
licenses; (iv) restart of operations at Telfer following
remediation of TSF8; and (v) other customary closing conditions.
Under the terms of the agreement, expected gross proceeds of up to
$475 million, which include cash consideration of $207.5 million,
due upon on closing, equity consideration of $167.5 million in the
form of Greatland shares, to be issued upon closing and deferred
contingent cash consideration of up to $100 million. No assurance
can be provided with respect to deferred consideration which may be
payable to Newmont in cash through a gold price linked payment
structure with a 50% price upside participation by Newmont in
respect of gold produced from Havieron for 5 calendar years
following the declaration of commercial production, subject to a
hurdle price of $1,850/oz. Deferred consideration for the relevant
year will be equal to 50% x (market price – hurdle price) x sum of
total gold sold for the relevant year (inc. doré and concentrate),
subject to the annual cap and the total cap. See the September 10,
2024 press release, available on Newmont’s website, for further
details re the agreement to divest Telfer and Havieron. The closing
of the Akyem transaction remains subject to the satisfaction of
certain customary conditions precedent, including but not limited
to, the purchaser obtaining the necessary filings, approvals, or
registrations from the National Development and Reform Commission,
the Ministry of Commerce and the State Administration of Foreign
Exchange of the People’s Republic of China, and the parties receipt
of a no objections letter from the Minister of Lands and Natural
Resources of the Republic of Ghana. A failure to satisfy these
conditions precedent would delay and/or prevent closing of the
transaction. Similarly, receipt of $900 million in cash
consideration is subject to closing of the transaction, and an
additional $100 million in cash consideration is expected to be
paid after the earliest to occur of the ratification of the
extended eastern mining lease by the Parliament of Ghana, the
ratification of a replacement mining lease to the extended eastern
mining lease by the Parliament of Ghana and the five-year
anniversary of the closing date. The purchase price payable at the
closing is subject to adjustments for closing cash, working
capital, inventory, finished goods inventory, and other customary
purchase price adjustment items. See the October 8, 2024 press
release, available on Newmont’s website, for further details re the
agreement to divest Akyem. As noted in the footnotes to this press
release, the closing of the Musselwhite sale remains subject to
purchaser shareholder approval, no material adverse changes,
completion of the pre-closing reorganization and key regulatory
approvals, including Canadian Competition Act. No assurances can be
provided with respect to the timing of closing or receipt of
contingent consideration.
Share Repurchase Programs: Investors are reminded that that the
extent to which the Company repurchases its shares, and the timing
of such repurchases, will depend upon a variety of factors,
including trading volume, market conditions, legal requirements,
business conditions and other factors. The repurchase program may
be discontinued at any time, and the program does not obligate the
Company to acquire any specific number of shares of its common
stock or to repurchase the full authorized amount. Consequently,
the Board of Directors may revise or terminate such share
repurchase authorization in the future.
For a discussion of risks and other factors that might impact
future looking statements and future results, see the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on February 29, 2024, under the heading “Risk Factors", and other
factors identified in the Company's reports filed with the SEC,
available on the SEC website or at www.newmont.com. The Company
does not undertake any obligation to release publicly revisions to
any “forward-looking statement,” including, without limitation,
outlook, to reflect events or circumstances after the date of this
news release, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
Investors should not assume that any lack of update to a previously
issued “forward-looking statement” constitutes a reaffirmation of
that statement.
1 Up to a maximum $40 million in contingent consideration
may be payable to Newmont in cash in two separate payments of $20
million based on a gold price linked payment structure as follows:
a first payment of $20.0 million should the gold price average
>$2,900/oz for a full year period following transaction closing
and a second payment of $20.0 million should the gold price average
>$3,000/oz for a full year period in the second year following
transaction closing. 2 Closing conditions include: (i) Orla
shareholder approval, (ii) no material adverse change and no
transaction-related litigation, (iii) the completion of the
pre-closing reorganization, and (iv) regulatory approvals,
including Canadian Competition Act. See cautionary statement at the
end of this release regarding forward-looking statements. 3
See cautionary statement at end of this release regarding
forward-looking statements, including expectations regarding
divestments and proceeds. 4 In February 2024, the Board of
Directors authorized a $1billion stock repurchase program to
repurchase shares of outstanding common stock to provide returns to
shareholders. In October 2024, the Board authorized an additional
$2 billion share repurchase program to be executed at the Company’s
discretion, utilizing open market repurchases to occur from time to
time throughout the next 24 months. See cautionary statement at end
of this release. 5 Includes share repurchases completed
through November 15, 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241116933336/en/
Investor Contact – Global Neil Backhouse
investor.relations@newmont.com
Investor Contact – Asia Pacific Natalie Worley
apac.investor.relations@newmont.com
Media Contact – Global Jennifer Pakradooni
globalcommunications@newmont.com
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