United States Securities and Exchange Commission Form S-4 Newmont Goldcorp Corporation Newmont Usa Limited

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As filed with the Securities and Exchange Commission on June 28, 2019 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEWMONT GOLDCORP CORPORATION NEWMONT USA LIMITED

(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)

Delaware Delaware

(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)

1040 1040

(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)

84-1611629 13-2526632

(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)

6363 South Fiddler’s Green Circle 6363 South Fiddler’s Green Circle Greenwood Village, Colorado 80111 Greenwood Village, Colorado 80111 (303) 863-7414 (303) 863-7414 (Address, including zip code, and telephone number, including (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) area code, of Registrant’s principal executive offices)

Nancy Lipson Executive Vice President and General Counsel Newmont Goldcorp Corporation 6363 South Fiddler’s Green Circle Greenwood Village, Colorado 80111 (303) 863-7414 (Name, address, including zip code and telephone number, including area code, of agent for service)

With copies to: Laura M. Sizemore David M. Johansen White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable following the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Emerging Growth Company o

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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: o Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Proposed Proposed Amount Maximum Maximum Amount of Title of Each Class of to be Offering Price Aggregate Registration Securities to be Registered Registered per Unit (1) Offering Price Fee (2)

3.625% Notes due 2021 $ 472,434,000(4) 100% $ 472,434,000 $ 57,259.00

Guarantee of the 3.625% Notes due 2021 — — — —(3)

3.700% Notes due 2023 $ 810,243,000(5) 100% $ 810,243,000 $ 98,201.45

Guarantee of the 3.700% Notes due 2023 — — — —(3)

5.450% Notes due 2044 $ 443,639,000(6) 100% $ 443,639,000 $ 53,769.05

Guarantee of the 5.450% Notes due 2044 — — — —(3)

Total $ 1,726,316,000 $ 1,726,316,000 $ 209,229.50

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (2) The registration fee has been calculated under Rule 457(f) of the Securities Act. (3) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees. (4) Represents the maximum principal amount at maturity of 3.625% Notes due 2021 that may be issued pursuant to the exchange offer described in this registration statement. (5) Represents the maximum principal amount at maturity of 3.700% Notes due 2023 that may be issued pursuant to the exchange offer described in this registration statement. (6) Represents the maximum principal amount at maturity of 5.450% Notes due 2044 that may be issued pursuant to the exchange offer described in this registration statement.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 28, 2019.

PROSPECTUS

NEWMONT GOLDCORP CORPORATION

Offers to Exchange

Any and all of the outstanding 3.625% Notes due 2021 for registered 3.625% Notes due 2021

Any and all of the outstanding 3.700% Notes due 2023 for registered 3.700% Notes due 2023

Any and all of the outstanding 5.450% Notes due 2044 for registered 5.450% Notes due 2044

On April 22, 2019, we issued (i) $472,434,000 aggregate principal amount of 3.625% Notes due 2021, (ii) $810,243,000 aggregate principal amount of 3.700% Notes due 2023 and (iii) $443,639,000 aggregate principal amount of 5.450% Notes due 2044 (collectively, the “Existing Notes”), in private placements. We are offering to exchange (the “Exchange Offers”) all of the issued and outstanding Existing Notes for newly issued and registered notes (collectively, the “Registered Notes”). As used herein, the term “Notes” shall mean the Registered Notes together with the Existing Notes.

The Registered Notes will have substantially identical terms to the Existing Notes, except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series. The Registered Notes will initially be guaranteed on a senior unsecured basis by Newmont USA Limited, which guarantees the Existing Notes. Each guarantee constitutes a separate security offered by Newmont USA Limited.

Each series of Registered Notes will be part of the same corresponding series of the Existing Notes and will be issued under the same base indenture. The Registered Notes will be exchanged for Existing Notes of the corresponding series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance of Registered Notes in the Exchange Offers.

The Exchange Offers expire at 5:00 p.m. New York City time on , 2019, unless extended (the “Expiration Date”). You may withdraw tenders of Existing Notes at any time prior to the expiration of the Exchange Offers.

We do not intend to list the Registered Notes on any securities exchange or any automated quotation system.

Our common shares trade on The New York Stock Exchange under the symbol “NEM.”

See “Risk Factors” beginning on page 11 for a discussion of risk factors that you should consider prior to tendering your Existing Notes in the Exchange Offers as well as the risk factors and other information contained or incorporated by reference in this prospectus .

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2019

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This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of Registered Notes acquired in the Exchange Offers where it is legal to do so.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: Newmont Goldcorp Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111, Attn: Newmont Investor Relations, (303) 837-5484, [email protected]. In order to receive timely delivery of any requested documents in advance of the Expiration Date, you should make your request no later than , 2019, which is five full business days before you must make a decision regarding the Exchange Offers.

In making a decision regarding the Exchange Offers, you should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.

None of Newmont Goldcorp Corporation, the Exchange Agent or any affiliate of any of them makes any recommendation as to whether or not holders of Existing Notes should exchange their Existing Notes for Registered Notes in response to the Exchange Offers.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Each broker-dealer that receives Registered Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Registered Notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Existing Notes where such Registered Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available, upon request, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

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Forward-Looking Statements i Summary 1 Risk Factors 11 Summary of Significant IFRS to U.S. GAAP Differences 17 Unaudited Pro Forma Condensed Combined Financial Information 20 The Exchange Offers 37 Use of Proceeds 47 Description of Other Indebtedness 48 Description of the Registered Notes 49 Registration Rights 66 Plan of Distribution 69 Certain United States Federal Income Tax Considerations 70 Certain ERISA Considerations 71 Legal Matters 73 Experts 73 Where You Can Find More Information 73 Incorporation of Certain Information by Reference 74

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of 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 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 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 statements regarding future exploration results and reserve 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 debt repayments or debt tender transactions;

· estimates regarding future exploration expenditures, results and reserves;

· 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 transactions, including, without limitation, statements related to recent and future acquisitions and joint ventures, projected timing benefits, synergies and costs and related matters;

· 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 political, economic or governmental conditions and environments;

· statements regarding the impacts of changes in the legal and regulatory environment in which we operate;

· estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation with respect to our Yanacocha operation;

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

· estimates of pension and other post-retirement costs.

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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 include, but are not limited to:

· the risk that the cost savings and any other synergies from acquisitions or joint ventures may not be fully realized or may take longer to realize than expected or the risks associated with any unforeseen liabilities from such acquisitions or joint ventures;

· the price of gold, copper and other metal prices and commodities;

· the cost of operations;

· currency fluctuations;

· geological and metallurgical assumptions;

· operating performance of equipment, processes and facilities;

· labor relations;

· 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.

The forward looking statements contained in documents incorporated by reference herein are more specifically indicated in those documents. More detailed information regarding these factors is included in the section titled “Risk Factors” on page 11 of this prospectus and the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 , and in our Annual Report on Form 10-K for the year ended December 31, 2018 , each of which is incorporated by reference in this prospectus and in our reports and other documents on file with the SEC. 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.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or the documents incorporated by reference in this prospectus. This summary, does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding our Company and the Registered Notes appearing elsewhere in this prospectus or the documents incorporated by reference in this prospectus. You should also carefully consider, among other things, the matters discussed in the sections entitled “Risk Factors” in this prospectus or the documents incorporated by reference in this prospectus, and the consolidated financial statements and the related notes incorporated by reference in this prospectus, before making a decision regarding the Exchange Offers.

In this prospectus, except as the context otherwise requires or as otherwise indicated, (1) references to “Newmont Goldcorp Corporation, ” “ Newmont Goldcorp, ” “ Newmont, ” “ we, ” “ us ” and “ our ” refer to Newmont Goldcorp Corporation together with its consolidated subsidiaries; (2) references to the “Subsidiary Guarantor” or “Newmont USA” refer to Newmont USA Limited, together with its subsidiaries; and (3) references to “ Goldcorp ” refer to our wholly-owned subsidiary, Goldcorp Inc., together with its subsidiaries.

Newmont Goldcorp Corporation

Overview

Newmont is one of the world’s largest gold producers and is the only gold company included in the S&P 500 Index and Fortune 500. We have been included in the Dow Jones Sustainability Index-World for 12 consecutive years and have adopted the World Gold Council’s Conflict-Free Gold Policy. We are also engaged in the exploration for and acquisition of gold and copper properties. We have significant operations and/or assets in the United States (“U.S.”), Canada, Mexico, Australia, Argentina, Peru, Ghana and Suriname.

We continue to focus on improving safety and efficiency at our operations, maintaining leading environmental, social and governance practices, and building a stronger portfolio of longer-life, lower cost mines to generate the financial flexibility we need to fund our best projects, reduce debt, and return cash to shareholders.

Our common stock is traded on the New York Stock Exchange under the symbol “NEM” and on the Toronto Stock Exchange under the symbol “NGT.” Our principal executive offices are located at 6363 South Fiddler’s Green Circle, Greenwood Village 80111, Colorado, and our telephone number at that location is (303) 863-7414.

On January 14, 2019, we entered into a definitive agreement (as amended by the first amendment to the arrangement agreement, dated as of February 19, 2019, the “Arrangement Agreement”), in connection with our acquisition of Goldcorp, which closed on April 18, 2019 (the “Arrangement”). Under the terms of the Arrangement Agreement, Newmont acquired all outstanding common shares of Goldcorp in a primarily stock transaction (the “Newmont Goldcorp transaction”). Under the terms of the Arrangement Agreement, Goldcorp shareholders received approximately 285 million shares of Newmont common stock valued at $9.4 billion on the date of close and approximately $17 million in cash consideration. As of the closing date, the combined company is known as Newmont Goldcorp Corporation, continuing to be traded on the New York Stock Exchange under the ticker NEM and listed on the Toronto Stock Exchange under the ticker NGT.

At the time of the Newmont Goldcorp transaction, Goldcorp had outstanding an aggregate principal amount of $2 billion in notes consisting of: (i) $550 million aggregate principal amount of 3.625% Notes due 2021, (ii) $1 billion aggregate principal amount of 3.700% Notes due 2023 and (iii) $450 million aggregate principal amount of 5.450% Notes due 2044, which we refer to collectively as the “Goldcorp Notes.” On April 22, 2019, we settled offers to exchange any and all outstanding Goldcorp Notes for (1) the Existing Notes issued by Newmont having the same maturity and interest rates as the Goldcorp Notes and (2) cash. Approximately 86%, or approximately $1.7 billion, of the Goldcorp Notes were tendered and accepted in the exchange offers, and we issued the Existing Notes pursuant to the exchange offers.

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Newmont USA

Newmont USA is a Delaware limited liability company and a wholly owned subsidiary of Newmont. A substantial portion of the operations of Newmont are currently conducted through Newmont USA.

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The Exchange Offers

The Exchange Offers We are offering to exchange up to: (i) $472,434,000 aggregate principal amount of newly issued and registered 3.625% 2021 Notes (the “Registered 2021 Notes”) for an equal principal amount of our outstanding 3.625% 2021 Notes (the “Existing 2021 Notes”), (ii) $810,243,000 aggregate principal amount of newly issued and registered 3.700% 2023 Notes (the “Registered 2023 Notes”) for an equal principal amount of our outstanding 3.700% 2023 Notes (the “Existing 2023 Notes”) and (iii) $443,639,000 aggregate principal amount of newly issued and registered 5.450% 2044 Notes (the “Registered 2044 Notes” and, together with the Registered 2021 Notes and the Registered 2023 Notes, the “Registered Notes”) for an equal principal amount of our outstanding 5.450% 2044 Notes (the “Existing 2044 Notes” and, together with the Existing 2021 Notes and the Existing 2023 Notes, the “Existing Notes”).

Purpose of the Exchange Offers The Registered Notes are being offered to satisfy our obligations under the registration rights agreement entered into at the time we issued and sold the Existing Notes by and among us, as issuer, Newmont USA as guarantor, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as dealer managers (the “Registration Rights Agreement”). Subject to limited exceptions, after the Exchange Offers are complete, you will not have any further rights under the Registration Rights Agreement, including any right to require us to register any of the Existing Notes that you do not exchange, to file a shelf registration statement to cover resales of the Existing Notes or to pay you the additional interest we agreed to pay to holders of Existing Notes if we failed to satisfy our obligations under the Registration Rights Agreement.

The Notes The Registered Notes will have substantially identical terms to the Existing Notes, except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series. The Registered Notes will initially be guaranteed on a senior unsecured basis by Newmont USA, which guarantees the Existing Notes. Each guarantee constitutes a separate security offered by Newmont USA Limited. Each series of Registered Notes will be part of the same corresponding series of the Existing Notes and will be issued under the same base indenture. Holders of Existing Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers.

As used herein, the term “Notes” shall mean the Registered Notes together with the Existing Notes, the “2021 Notes” shall mean the Existing 2021 Notes together with the Registered 2021 Notes, the “2023 Notes” shall mean the Existing 2023 Notes together with the Registered 2023 Notes and the “2044 Notes” shall mean the Existing 2044 Notes together with the Registered 2044 Notes.

Denomination The Registered Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No

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tender of Existing Notes will be accepted if it results in the issuance of less than $2,000 principal amount of Registered Notes.

Expiration Date The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2019 (the “Expiration Date”), unless we extend it, in which case Expiration Date means the latest date and time to which the Exchange Offers are extended.

Settlement Date The Settlement Date for the Exchange Offers will be promptly after the Expiration Date.

Procedures for Tendering the Existing Notes If you wish to accept the Exchange Offers, you must tender your Existing Notes and do the following on or prior to the Expiration Date:

· if Existing Notes are tendered in accordance with the book-entry procedures described under “The Exchange Offers— Book-Entry Delivery Procedures for Tendering Existing Notes Held with DTC,” transmit an Agent’s Message to the Exchange Agent through the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”), or

· transmit a properly completed and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent, including all other documents required by the letter of transmittal.

See “The Exchange Offers—Procedures for Tendering.”

Consequences of Failure to Exchange the Existing Notes You will continue to hold Existing Notes, which will remain subject to their existing transfer restrictions, if you do not validly tender your Existing Notes or you tender your Existing Notes and they are not accepted for exchange. With some limited exceptions, we will have no obligation to register the Existing Notes after we consummate the Exchange Offers. See “The Exchange Offers—Terms of the Exchange Offers” and “The Exchange Offers—Consequences of Failure To Exchange.”

Conditions to the Exchange Offers The Exchange Offers are subject to several customary conditions. We will not be required to accept for exchange, or to issue any Registered Notes in exchange for, any Existing Notes, and we may terminate or amend the Exchange Offers with respect to one or more series of the Notes if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offers would violate applicable law or any applicable interpretation of the staff of the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any time. In addition, we will not accept for exchange any Existing Notes tendered, and no Registered Notes will be issued in exchange for any such Existing Notes, if at any time any stop order is threatened or in effect with respect to:

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· the registration statement of which this prospectus constitutes a part; or

· the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

See “The Exchange Offers—Conditions to the Exchange Offers.” We reserve the right to terminate or amend the Exchange Offers at any time prior to the Expiration Date upon the occurrence of any of the foregoing events. If we make a material change to the terms of the Exchange Offers, we will, to the extent required by law, disseminate additional offer materials and extend the Exchange Offers.

Withdrawal Rights Tenders of Existing Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of Existing Notes, a notice of withdrawal must be actually received by the Exchange Agent at its address set forth in “The Exchange Offers— Exchange Agent” prior to 5:00 p.m., New York City time, on the Expiration Date. See “The Exchange Offer—Withdrawal.”

Registration Rights Agreement We have undertaken the Exchange Offers pursuant to the terms of the Registration Rights Agreement. Under the Registration Rights Agreement, Newmont agreed, among other things, to consummate an exchange offer for the Existing Notes pursuant to an effective registration statement or to cause resales of the Existing Notes to be registered. We have filed this registration statement to meet our obligations under the Registration Rights Agreement. If we fail to satisfy certain obligations under the Registration Rights Agreement, we are required to pay additional interest to holders of the Existing Notes under specified circumstances. See “Registration Rights.”

Resale of the Registered Notes We believe the Registered Notes that will be issued in the Exchange Offers may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. Each broker-dealer that receives Registered Notes for its own account in exchange for Existing Notes, where such Existing Notes were acquired by such broker-dealer as a result of market- making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Registered Notes. You should read the discussions under “The Exchange Offers” and “Plan of Distribution” for further information regarding the Exchange Offers and resale of the Registered Notes.

Acceptance of Existing Notes for Exchange and Delivery of Except in some circumstances, any and all Existing Notes that are validly tendered in the Exchange Offers prior to 5:00 p.m., New York City Registered Notes time, on the Expiration Date will be accepted for exchange. The Registered Notes issued pursuant to the Exchange Offers will be delivered promptly after such acceptance. See “The Exchange Offers— Acceptance of Existing Notes for Exchange and Delivery of Registered Notes.”

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Exchange Agent The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent (the “Exchange Agent”).

Certain United States Federal Income Tax Considerations We believe that the exchange of the Existing Notes for the Registered Notes will not constitute a taxable exchange for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

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The Registered Notes

The following is a brief summary of the principal terms of the Registered Notes. The terms of each series of the Registered Notes are identical in all material respects to those of the corresponding series of the Existing Notes except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the Registered Notes and the terms and provisions of the indenture that governs the Existing Notes and will govern the Registered Notes (the “Indenture”), see “Description of the Registered Notes.”

Issuer Newmont Goldcorp Corporation, a corporation duly organized and existing under the laws of the State of Delaware.

Subsidiary Guarantor Newmont USA Limited, a corporation duly organized and existing under the laws of the State of Delaware.

Securities Offered Up to $472,434,000 aggregate principal amount of Registered 2021 Notes.

Up to $810,243,000 aggregate principal amount of Registered 2023 Notes.

Up to $443,639,000 aggregate principal amount of Registered 2044 Notes.

Maturity Dates The Registered 2021 Notes will mature on June 9, 2021. The Registered 2023 Notes will mature on March 15, 2023. The Registered 2044 Notes will mature on June 9, 2044.

Interest Rate The Registered 2021 Notes will bear interest at 3.625% per year. The Registered 2023 Notes will bear interest at 3.700% per year. The Registered 2044 Notes will bear interest at 5.450% per year.

Interest Payment Dates We will pay interest on the Registered 2021 Notes on June 9 and December 9 of each year, commencing on December 9, 2019.

We will pay interest on the Registered 2023 Notes on March 15 and September 15 of each year, commencing on September 15, 2019.

We will pay interest on the Registered 2044 Notes on June 9 and December 9 of each year, commencing on December 9, 2019.

The Registered Notes of each series will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers; provided that interest will only accrue with respect to the aggregate principal amount of Registered Notes a holder receives, which may be less than the principal amount of Existing Notes tendered for exchange. Except as set forth above, no accrued but unpaid interest will be paid with respect to Existing Notes tendered for exchange.

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Optional Redemption We may redeem the Registered Notes, in whole or in part, at any time or from time to time at the redemption prices set forth under “Description of the Registered Notes—Optional Redemption.”

Change of Control Repurchase Event Upon the occurrence of a change of control repurchase event (as defined under “Description of the Registered Notes—Change of Control Repurchase Event”), we are required to make an offer to each holder of the Registered Notes to repurchase the Registered Notes at a price equal to 101% of the aggregate principal amount of the Registered Notes repurchased plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of the Registered Notes—Change of Control Repurchase Event.”

Certain Covenants Under the Indenture, we are subject to covenants limiting our ability to incur indebtedness secured by mortgages on our and any of our restricted subsidiaries’ principal properties or any shares of stock or debt of our restricted subsidiaries held by us or any restricted subsidiary without equally and ratably securing the Registered Notes. In addition, under the Indenture, our ability to engage in sale and leaseback transactions on our principal properties and our ability to merge, consolidate or transfer all or substantially all of our assets is also limited. See “Description of the Registered Notes—Certain Covenants.”

Neither we nor any of our subsidiaries are subject to any financial covenants under the Indenture. In addition, neither we nor any of our subsidiaries are restricted under the Indentures from incurring unsecured debt, paying dividends or issuing or repurchasing our securities.

These covenants are subject to a number of important exceptions and qualifications, which are described under “Description of the Registered Notes—Certain Covenants.”

Ranking The Registered Notes will be our general senior unsecured obligations. The Registered Notes will rank equally in right of payment with all of our other senior unsecured indebtedness, will rank effectively junior to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to all indebtedness and other liabilities of our non-guarantor subsidiaries, including any indebtedness of Goldcorp.

· we would have had total indebtedness (including the Existing Notes) of $6,541 million as of December 31, 2018;

· we would have had secured indebtedness of $497 million as of December 31, 2018; and

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· our non-guarantor subsidiaries would have had total liabilities (including trade payables but excluding intercompany debt and reclamation and remediation liabilities) of $5,788 million as of December 31, 2018, all of which would have been structurally senior to the Registered Notes.

Subsidiary Guarantees The Registered Notes will initially be guaranteed on a senior unsecured basis (the “Subsidiary Guarantees”) by the Subsidiary Guarantor.

The Subsidiary Guarantees will be general unsecured senior obligations of the Subsidiary Guarantor. The Subsidiary Guarantees will rank senior in right of payment to all of the indebtedness of the Subsidiary Guarantor that is expressly subordinated in right of payment to the Subsidiary Guarantees, will rank equally in right of payment with all of the unsecured indebtedness and liabilities of the Subsidiary Guarantor that are not so subordinated and will rank effectively junior to any secured indebtedness of the Subsidiary Guarantor, to the extent of the value of the assets securing such indebtedness. The Subsidiary Guarantees will be released under certain circumstances, including if the Subsidiary Guarantor sells or otherwise disposes of all or substantially all of its assets to a non-affiliate of Newmont or if the Subsidiary Guarantor ceases to guarantee more than $75 million of other indebtedness of Newmont. See “Description of the Registered Notes—Subsidiary Guarantees.”

As of December 31, 2018, on an as further adjusted basis to give effect to (i) the consummation of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an aggregate principal amount of approximately $1.7 billion, the Subsidiary Guarantor would have guaranteed other indebtedness of Newmont that did not contain a similar fall-away provision of $594 million as of December 31, 2018.

DTC Eligibility The Registered Notes of each series will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Description of the Registered Notes—Book-Entry; Delivery and Form.”

Same-Day Settlement Beneficial interests in the Registered Notes will trade in DTC’s same-day funds settlement system until maturity. Therefore, secondary market trading activity in such beneficial interests will be settled in immediately available funds. See “Description of the Registered Notes—Same-Day Settlement in respect of the Notes Represented by Global Notes.”

No Listing of the Registered Notes We do not intend to apply to list the Registered Notes on any securities exchange or to have the Registered Notes quoted on any automated quotation system.

Governing Law The Registered Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York.

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Trustee, Registrar and Paying Agent The Bank of New York Mellon Trust Company, N.A.

Risk Factors See “Risk Factors” and other information in this prospectus for a discussion of factors that should be carefully considered by holders of Existing Notes before tendering their Existing Notes pursuant to the Exchange Offers and investing in the Registered Notes.

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RISK FACTORS

The terms of each series of Registered Notes are identical in all material respects to those of the corresponding series of Existing Notes, except that the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes. Before making a decision regarding the Registered Offers, you should carefully consider the risks described below and all of the information contained or incorporated by reference into this prospectus, including the information in Part I, Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K , Part II, Item 1A, “Risk Factors,” in our most recent Quarterly Report on Form 10-Q and subsequent filings made with the SEC and incorporated by reference in this prospectus, before making an investment decision. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. See “Forward-Looking Statements” in this prospectus.

Risks Related to the Exchange Offers

The Exchange Offers may not be consummated.

The Exchange Offers are subject to the satisfaction of certain conditions, including if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offers would violate applicable law or any applicable interpretation of the staff of the SEC (the “Staff”). Even if the Exchange Offers are completed, any or all of them may not be completed on the schedule described in this prospectus.

Accordingly, holders participating in the Exchange Offers may have to wait longer than expected to receive the Registered Notes, during which time those holders will not be able to effect transfers of their Existing Notes tendered in the applicable Exchange Offer.

If you fail to exchange your Existing Notes, they will continue to be restricted securities and will likely become less liquid.

Existing Notes that you do not tender, or we do not accept, will, following the Exchange Offers, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue the Registered Notes in exchange for the Existing Notes of the corresponding series pursuant to the Exchange Offers only following the satisfaction of the procedures and conditions set forth in “The Exchange Offers—Procedures for Tendering” and “The Exchange Offers—Conditions to the Exchange Offers.”

Because we anticipate that all or substantially all holders of Existing Notes will elect to exchange their Existing Notes in these Exchange Offers, we expect that the market for any Existing Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Existing Notes tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Existing Notes of the applicable series outstanding. If you do not tender your Existing Notes following the Exchange Offers, you generally will not have any further registration rights, and your Existing Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Existing Notes of each series is likely to be adversely affected.

Late deliveries of Existing Notes and other required documents could prevent a holder from exchanging its Existing Notes.

Holders are responsible for complying with all procedures of the Exchange Offers. The issuance of Registered Notes in exchange for Existing Notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offers.” Therefore, holders of Existing Notes who wish to exchange them for Registered Notes should allow sufficient time for timely completion of the Exchange Offers procedures. Neither we nor the Exchange Agent are obligated to extend the offer or notify you of any failure to follow the proper procedures or waive any defect if you fail to follow the proper procedures.

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If you are a broker-dealer, your ability to transfer the Registered Notes may be restricted.

A broker-dealer that purchased Existing Notes for its own account as part of market-making or trading activities must comply with the prospectus delivery requirements of the Securities Act when it sells the Registered Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Registered Notes. See “Plan of Distribution.”

Risks Related to the Notes

The Registered Notes and the Subsidiary Guarantees will be effectively subordinated to all of our existing and future secured indebtedness and to all existing and future liabilities of our subsidiaries other than the Subsidiary Guarantor, which may adversely affect your ability to receive payments on the Registered Notes.

The Registered Notes will be general unsecured obligations of Newmont and only one of our subsidiaries, the Subsidiary Guarantor, will initially guarantee our obligations under the Registered Notes. The Subsidiary Guarantees will be released under certain circumstances, including if the Subsidiary Guarantor sells or otherwise disposes of all or substantially all of its assets to a non-affiliate of Newmont or if the Subsidiary Guarantor ceases to guarantee more than $75 million of other indebtedness of Newmont. See “Description of the Registered Notes—Subsidiary Guarantees.” As of December 31, 2018, on an as further adjusted basis to give effect to (i) the consummation of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an aggregate principal amount of approximately $1.7 billion, the Subsidiary Guarantor would have guaranteed other indebtedness of Newmont that did not contain a similar fall-away provision of $594 million as of December 31, 2018.

None of our other subsidiaries will guarantee our obligations under, or have any obligation to pay any amounts due on, the Registered Notes. As a result, the Registered Notes will be effectively subordinated to claims of our secured creditors as well as to the liabilities of our non-guarantor subsidiaries, and the Subsidiary Guarantees will be effectively subordinated to the claims of the secured creditors of the Subsidiary Guarantor. We currently conduct a significant portion of our operations through our subsidiaries and our subsidiaries have significant liabilities. As of December 31, 2018, on an as further adjusted basis to give effect to (i) the consummation of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an aggregate principal amount of approximately $1.7 billion, our non-guarantor subsidiaries would have had $5,788 million as of December 31, 2018 of total liabilities (including trade payables but excluding intercompany debt and reclamation and remediation liabilities), all of which would have been structurally senior to the Registered Notes. Our cash flow and our ability to service our indebtedness, including the Registered Notes, therefore partially depends upon the earnings of our subsidiaries, and we depend on the distribution of earnings, loans or other payments by those subsidiaries to us.

Our subsidiaries are separate and distinct legal entities. Except for the Subsidiary Guarantor, our subsidiaries will have no obligation to pay any amounts due on the Registered Notes or, subject to existing or future contractual obligations between us and our subsidiaries, to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions and taxes on distributions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.

Our right to receive any assets of any of our non-guarantor subsidiaries upon liquidation or reorganization, and, as a result, the right of the holders of the Registered Notes to participate in those assets, will be effectively subordinated to the claims of such non-guarantor subsidiaries’ creditors, including trade creditors and preferred stockholders, if any. The Registered Notes do not restrict the ability of our subsidiaries to incur additional liabilities. In addition, even if we were a creditor of any of our non-guarantor subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our nonguarantor subsidiaries and any indebtedness of our non-guarantor subsidiaries senior to indebtedness held by us.

In addition, the Registered Notes are not secured by any of our assets or those of our subsidiaries. As a result, the Registered Notes are effectively subordinated to any secured indebtedness we or our subsidiaries may incur, to the extent of the value of the assets securing such indebtedness. As of December 31, 2018, on an as further

12 Table of Contents adjusted basis to give effect to (i) the consummation of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an aggregate principal amount of approximately $1.7 billion, we would have had $497 million as of December 31, 2018 of secured indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, holders of our secured indebtedness may assert rights against any assets securing such indebtedness in order to receive full payment of their indebtedness before those assets may be used to pay the holders of the Registered Notes. In such an event, we may not have sufficient assets remaining to pay amounts due on any or all of the Registered Notes.

The Indenture contains limited restrictive covenants and we may incur substantially more indebtedness or take other actions which may affect our ability to satisfy our obligations under the Registered Notes.

The Indentures will not contain any financial or operating covenants or restrictions on the incurrence of indebtedness, the payments of dividends or the issuance or repurchase of securities by us or any of our subsidiaries. In addition, the limited covenants applicable to the Registered Notes will not require us to achieve or maintain any minimum financial results relating to our financial position or results of operations.

Our ability to recapitalize, incur additional indebtedness and take a number of other actions that will not be limited by the terms of the Indenture could have the effect of diminishing our ability to make payments on the Registered Notes when due and require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of cash flow to fund our operations, working capital and capital expenditures.

An active trading market for the Registered Notes may not develop.

The Registered Notes of each series are a new issue of securities with no established trading market. We do not intend to apply for listing of the Registered Notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the Registered Notes of any series will ever develop or will be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the Registered Notes. Further, there can be no assurance as to the liquidity of any market that may develop for the Registered Notes, your ability to sell the Registered Notes or the price at which you will be able to sell the Registered Notes. Future trading prices of the Registered Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the Registered Notes and the markets for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

· the time remaining to the maturity of the Registered Notes;

· the outstanding amount of the Registered Notes;

· the terms related to optional redemption of the Registered Notes; and

· the level, direction and volatility of market interest rates generally.

We may choose to redeem any series of Registered Notes prior to maturity.

We may redeem the Registered Notes of any series, in whole or in part, at any time or from time to time. See “Description of the Registered Notes—Optional Redemption.” If prevailing interest rates are lower at the time of redemption, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as the interest rate on the Registered Notes being redeemed.

We may be unable to repurchase the Registered Notes upon a change of control repurchase event.

If we experience a change of control and the Registered Notes experience a specified credit rating decline, we will be required to offer to repurchase the Registered Notes for cash at a price equal to 101% of the principal amount of the Registered Notes plus accrued and unpaid interest, if any, to the date of repurchase in order to avoid an event of default under the Indenture. See “Description of the Registered Notes—Change of Control Repurchase Event.” A change of control may also require us to purchase certain of our other indebtedness and give rise to the

13 Table of Contents early termination of our primary revolving credit facility. In the event of a change of control and, in certain prescribed circumstances a specified credit rating decline relating to our indebtedness, we may not have sufficient funds to purchase all of the affected indebtedness and to repay the amounts owing under our primary revolving credit facility.

Registered Notes may receive a lower rating than anticipated.

If one or more rating agencies assign the Registered Notes ratings lower than the ratings expected by investors, or reduce their respective ratings in the future, the market price of the Registered Notes of such series would be harmed.

Current global financial conditions could adversely affect the availability of new financing and our operations.

Current global financial conditions have been characterized by increased market volatility and uncertainty. These factors may adversely affect our ability to obtain equity or debt financing in the future on terms favorable to us or at all. In addition, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted.

The Subsidiary Guarantees could be voided if they constitute a fraudulent transfer under United States bankruptcy or similar state law, which would prevent the holders of the Registered Notes from relying on the Subsidiary Guarantor to satisfy their claims.

Under United States bankruptcy law and comparable provisions of state fraudulent transfer laws, the Subsidiary Guarantees can be voided, or claims under the Subsidiary Guarantees may be subordinated to all other indebtedness of the Subsidiary Guarantor if, among other things, the Subsidiary Guarantor, at the time it incurred the indebtedness evidenced by the Subsidiary Guarantees or, in some states, when payments become due under the Subsidiary Guarantees, received less than reasonably equivalent value or fair consideration for the incurrence of the Subsidiary Guarantees and:

· was insolvent or rendered insolvent by reason of such incurrence;

· was engaged in a business or transaction for which the Subsidiary Guarantor’s remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

The Subsidiary Guarantees may also be voided, without regard to the above factors, if a court found that the Subsidiary Guarantor entered into the Subsidiary Guarantees with the actual intent to hinder, delay or defraud its creditors. A court would likely find that the Subsidiary Guarantor did not receive reasonably equivalent value or fair consideration for the Subsidiary Guarantees if the Subsidiary Guarantor did not substantially benefit directly or indirectly from the issuance of the Registered Notes. If a court were to void the Subsidiary Guarantees with respect to the Registered Notes, the holders of the Registered Notes would no longer have a claim against the Subsidiary Guarantor. Sufficient funds to repay the Registered Notes may not be available from other sources. In addition, the court might direct you to repay any amounts that you already received from the Subsidiary Guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, the Subsidiary Guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

· it could not pay its debts as they became due.

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The Subsidiary Guarantees for the Registered Notes will contain a provision intended to limit the Subsidiary Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under the Subsidiary Guarantees to be a fraudulent transfer. See “Description of the Registered Notes—Subsidiary Guarantees.” This provision may not be effective to protect the Subsidiary Guarantees from being voided under fraudulent transfer law.

Risks Related to the Combined Company Following the Newmont Goldcorp Transaction

On April 18, 2019, Newmont closed its acquisition of Goldcorp (the “Newmont Goldcorp Transaction”) following receipt of all regulatory approvals and approval by Newmont’s and Goldcorp’s shareholders of the resolutions at the shareholder meetings on April 11 and April 4, 2019, respectively. The Newmont Goldcorp Transaction could subject us to significant risks, including those described below.

Significant demands will be placed on the combined company as a result of the combination.

As a result of the Newmont Goldcorp Transaction, significant demands will be placed on the managerial, operational and financial personnel and systems of Newmont. We cannot provide any assurance that the systems, procedures and controls of Newmont will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the combination. The future operating results of Newmont will be affected by the ability of our officers and key employees to manage changing business conditions, to integrate Newmont and Goldcorp, to implement a new business strategy and to improve our operational and financial controls and reporting systems.

We may not realize the anticipated benefits of the Newmont Goldcorp Transaction and the integration of Goldcorp and Newmont may not occur as planned.

The Newmont Goldcorp Transaction has been agreed with the expectation that its completion will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for Newmont. These anticipated benefits will depend in part on whether Goldcorp’s and Newmont’s operations can be integrated in an efficient and effective manner. A significant number of operational and strategic decisions and certain staffing decisions with respect to integration of the two companies have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees.

The performance of Newmont’s operations after completion of the Newmont Goldcorp Transaction could be adversely affected if, among other things, Newmont is not able to achieve the anticipated savings and synergies expected to be realized in entering the Newmont Goldcorp Transaction, or retain key employees to assist in the integration and operation of Goldcorp and Newmont. The integration of Newmont and Goldcorp may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of Newmont. Although Newmont and its advisors have conducted due diligence on the operations of Goldcorp, there can be no guarantee that Newmont is aware of any and all liabilities of Goldcorp. For example, the compliance mechanisms and monitoring programs adopted and implemented by Goldcorp prior to the Newmont Goldcorp Transaction may not adequately prevent or detect possible violations of environmental, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other applicable laws and failure by Goldcorp to comply with any of the foregoing legislation prior to the Newmont Goldcorp Transaction could result in severe criminal or civil sanctions and may subject Newmont to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of Newmont. As a result of these factors, it is possible that certain benefits expected from the Newmont Goldcorp Transaction may not be realized.

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Goldcorp’s public filings were subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Prior to the Newmont Goldcorp Transaction, Goldcorp’s mineral reserves and mineral resource estimates were prepared in accordance with the disclosure standards of National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification system under Canadian securities laws, which differ from the requirements of United States securities laws.

Industry Guide 7 and NI 43-101 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed in accordance with NI 43-101, but these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. “Inferred mineral resources” under NI 43-101 have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. By contrast, under Industry Guide 7 standards, a “final or “bankable” feasibility study is typically required to report reserves or cash flow analysis to designate reserves. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

Expectations regarding the combined mineral reserves and mineral resources of Newmont and Goldcorp following the closing of the Newmont Goldcorp Transaction remain subject to adjustment, pending continuing review of Goldcorp’s mineral resources in accordance with SEC Industry Guide 7 standards. Future adjustment may occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors.

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SUMMARY OF SIGNIFICANT IFRS TO U.S. GAAP DIFFERENCES

The financial information of Goldcorp incorporated by reference into this prospectus has been prepared and presented in accordance with International Financial Reporting Standards (as issued by the International Accounting Standards Board) (“IFRS”). Certain differences exist between IFRS and U.S. GAAP, which might be material to the financial information incorporated by reference into this prospectus.

The principal differences between U.S. GAAP and IFRS which might be material in the preparation of Goldcorp’s consolidated financial statements are described below. The following summary does not include all differences that exist between IFRS and U.S. GAAP and is not intended to provide a comprehensive listing of all such differences specifically related to Newmont, Goldcorp or the industry in which we operate.

The differences described below reflect only those differences in accounting policies in force at the time of the preparation of the historical financial information of Goldcorp. There has been no attempt to identify future differences between IFRS and U.S. GAAP as the result of prescribed changes in accounting standards, transactions or events that may occur in the future.

Impairment of Long-Lived Assets

Under both U.S. GAAP and IFRS, long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may be impaired. Under U.S. GAAP, the asset group is first tested for recoverability by determining if its carrying amount exceeds the expected future cash flows from the asset group on an undiscounted basis. If the asset group is determined to not be recoverable, an impairment expense is recorded for the excess of the asset group’s carrying amount over its fair value. Further, future reversal of a previously recognized impairment loss is prohibited.

Under IFRS, when an impairment indicator is determined to exist, an impairment expense is recorded for the excess of the cash generating unit carrying amount over the greater of its fair value less costs of disposal and its value in use. Impairment expense previously recorded is reversible in subsequent periods under certain conditions.

Mine Development and Stripping Costs

Under U.S. GAAP, mine development costs and costs of removing overburden and waste materials to access the ore body prior to the production phase, referred to as pre-stripping costs, are capitalized once mineralization is classified as proven and probable reserves. Stripping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory and are recognized in costs applicable to sales in the same period as the revenue from the sale of inventory. Under IFRS, mine development costs and pre-stripping costs incurred prior to the production stage of a mining property are capitalized before mineralization is classified as proven and probable reserves. In addition, certain stripping costs continue to be capitalized after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

Depreciation & Amortization

Under U.S. GAAP, certain mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, certain mine development costs are also amortized using the units-of-production method, but based on estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

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Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of asset retirement obligation is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

Under IFRS, initial recognition of reclamation and remediation liability is generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

Joint Arrangements

Under U.S. GAAP, a joint venture is defined as an entity whose operations and activities are jointly controlled by its equity investors. Joint ventures are accounted for using the equity method of accounting. Proportionate consolidation is used in the oil and gas and mining and extractive industries, when working interest owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

IFRS addresses two types of joint arrangements: (1) joint operations and (2) joint ventures, both distinguished by the rights and obligations of the parties involved. In a joint operation, an entity has rights to the underlying assets and obligations for the liabilities of the arrangement and recognizes its share of the assets, liabilities, revenues, and expenses arising from its interest. In a joint venture, the equity method of accounting is used and requires the use of a separate legal entity. Unlike U.S. GAAP, the existence of a separate legal entity is not sufficient evidence to conclude that an arrangement is a joint venture.

Income Taxes

U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates.

Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

Pre-production Sales

18 Table of Contents costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 18, 2019 (the “acquisition date”), pursuant to the previously announced Arrangement Agreement, Newmont completed the acquisition of Goldcorp by acquiring all outstanding common shares of Goldcorp in a primarily stock transaction. Goldcorp shareholders received 0.3280 of a share of Newmont common stock and $0.02 in cash for each Goldcorp common share they owned, valued at $9.4 billion and $17 million (collectively, the “consideration”), respectively.

The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) has been prepared based on the historical annual audited consolidated financial statements for the year ended December 31, 2018 of Newmont and Goldcorp as well as the interim unaudited condensed consolidated financial statements of Newmont and condensed interim unaudited consolidated financial statements of Goldcorp for the quarter ended March 31, 2019, and is intended to provide you with information about how the Arrangement might have affected Newmont’s historical financial statements.

The unaudited pro forma condensed combined statements of operations (“unaudited pro forma statements of operations”) for the year ended December 31, 2018 and quarter ended March 31, 2019, combine the historical annual audited consolidated statement of operations of Newmont for the year ended December 31, 2018, as well as the interim unaudited condensed consolidated statement of operations of Newmont for the quarter ended March 31, 2019, with respective historical annual audited consolidated statement of earnings of Goldcorp and condensed interim unaudited consolidated statement of earnings of Goldcorp, as if the arrangement had occurred on January 1, 2018. The unaudited pro forma condensed combined balance sheet (“unaudited pro forma balance sheet”) as of March 31, 2019, combines the interim unaudited condensed consolidated balance sheet of Newmont, and the condensed interim unaudited consolidated balance sheet of Goldcorp as of March 31, 2019, as if the Arrangement had occurred on March 31, 2019.

The unaudited pro forma financial information has been developed from and should be read in conjunction with:

· the accompanying notes to the unaudited pro forma financial information;

· the historical annual audited consolidated financial statements of Newmont for the year ended December 31, 2018 included in Newmont’s Annual Report on Form 10-K, filed with the SEC on February 21, 2019 , and the interim unaudited condensed consolidated financial statements of Newmont for the quarter ended March 31, 2019, included in Newmont’s Quarterly Report on Form 10-Q, filed with the SEC on April 25, 2019 ;

· the historical annual audited consolidated financial statements of Goldcorp for the year ended December 31, 2018, as filed in Goldcorp’s Annual Report on Form 40-F, filed with the SEC on March 28, 2019 , and the condensed interim unaudited consolidated financial statements of Goldcorp for the quarter ended March 31, 2019; and

· other information relating to Newmont and Goldcorp contained in or incorporated by reference into this document. See section titled “Where You Can Find More Information” beginning on page 73 of this prospectus.

The unaudited pro forma financial information is presented using the acquisition method of accounting, with Newmont as the acquirer of Goldcorp. Under the acquisition method of accounting, the purchase price is allocated to the underlying Goldcorp tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.

The unaudited pro forma combined financial information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC and is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The pro forma financial information also does not reflect the costs

20 Table of Contents of any integration activities or cost savings or synergies expected to be achieved as a result of the Arrangement, and, accordingly, does not attempt to predict or suggest future results.

The unaudited pro forma financial information does not give effect to the proposed Nevada Joint Venture to operate and manage certain mining operations and assets located in Nevada and included in our North America reportable segment (the “Assets”) and certain of Barrick’s Nevada mining operations and assets. Newmont believes that the proposed Nevada Joint Venture is not material to understanding the combination with Goldcorp and is not directly attributable to the combination with Goldcorp.

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Newmont Goldcorp Corporation Unaudited Pro Forma Condensed Combined Statement of Operations For the Three Months Ended March 31, 2019

Purchase Accounting Reclassified IFRS to and Other Historical Historical U.S. GAAP Pro Forma Pro

Newmont Goldcorp Adjustments Adjustments Forma in millions (USD), except per share (Note 2) (Note 3) (Note) (Note 4) (Note) Combined (Note)

Sales $ 1,803 $ 697 $ (17) 3(i)(j) $ 21 4(f) $ 2,504

Costs and expenses:

Costs applicable to sales 978 463 6 3(b)(i) — 1,447

Depreciation and amortization 312 207 29 3(c)(j) (32) 4(c)(g) 516

Reclamation and remediation 30 8 — 1 4(d) 39

Exploration 41 15 — — 56

Advanced projects, research and development 27 2 — — 29

General and administrative 59 38 — — 97

Impairment of long-lived assets — — — — —

Other expense, net 68 6 — (54) 4(e) 20

1,515 739 35 (85) 2,204

Other income (expense):

Other income, net 45 (24) 1 3(g) — 22

Interest expense, net of capitalized interest (58) (49) — 10 4(a)(g) (97)

(13) (73) 1 10 (75)

Income (loss) before income and mining tax and other items 275 (115) (51) 116 225

Income and mining tax benefit (expense) (125) (6) 19 3(b)(c)(f) (39) 4(h) (151)

Equity income (loss) of affiliates (5) 18 (1) 3(b) 5 4(c) 17

Net income (loss) from continuing operations 145 (103) (33) 82 91

Net loss (income) from continuing operations attributable to noncontrolling interests (32) — — — (32)

Net income (loss) from continuing operations attributable to Newmont Goldcorp stockholders $ 113 $ (103) $ (33) $ 82 $ 59

Basic earnings per common share attributable to Newmont Goldcorp stockholders $ 0.21 $ 0.07 4(k)

Diluted earnings per common share attributable to Newmont Goldcorp stockholders $ 0.21 $ 0.07 4(k)

22 Table of Contents

Newmont Goldcorp Corporation Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2018

Purchase Accounting Reclassified IFRS to and Other Historical Historical U.S. GAAP Pro Forma Pro

Newmont Goldcorp Adjustments Adjustments Forma in millions (USD), except per share (Note 2) (Note 3) (Note) (Note 4) (Note) Combined (Note)

Sales $ 7,253 $ 3,032 $ (53) 3(i)(j) $ 82 4(f) $ 10,314

Costs and expenses:

Costs applicable to sales 4,093 1,769 (49) 3(b)(i) — 5,813

Depreciation and amortization 1,215 983 140 3(c)(j) (319) 4(c)(g) 2,019

Reclamation and remediation 163 47 — 7 4(d) 217

Exploration 197 43 — — 240

Advanced projects, research and development 153 43 — — 196

General and administrative 244 131 — — 375

Impairment of long-lived assets 369 4,727 (787) 3(a) — 4,309

Other expense, net 29 — — — 29

6,463 7,743 (696) (312) 13,198

Other income (expense):

Other income, net 155 (10) (106) 3(g) — 39

Interest expense, net of capitalized interest (207) (123) — 28 4(a)(g) (302)

(52) (133) (106) 28 (263)

Income (loss) before income and mining tax and other items 738 (4,844) 537 422 (3,147)

Income and mining tax benefit (expense) (386) 612 145 3(a)(b)(c) (f) (144) 4(h) 227

Equity income (loss) of affiliates (33) 83 (10) 3(b) 21 4(c) 61

Net income (loss) from continuing operations 319 (4,149) 672 299 (2,859)

Net loss (income) from continuing operations attributable to noncontrolling interests (39) — — — (39)

Net income (loss) from continuing operations attributable to Newmont Goldcorp stockholders $ 280 $ (4,149) $ 672 $ 299 $ (2,898)

Basic earnings per common share attributable to Newmont Goldcorp stockholders $ 0.53 $ (3.54) 4(k)

Diluted earnings per common share attributable to Newmont Goldcorp stockholders $ 0.53 $ (3.54) 4(k)

23 Table of Contents

Newmont Goldcorp Corporation Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2019

Purchase Accounting Reclassified IFRS to U.S. and other

Historical Historical GAAP Pro Forma Newmont Goldcorp Adjustments Adjustments Pro Forma

in millions (USD) (Note 2) (Note 3) (Note) (Note 4) (Note) Combined

ASSETS

Cash and cash equivalents $ 3,545 $ 106 $ — $ (1,104) 4(a) $ 2,547

Trade receivables 209 139 — — 348

Other accounts receivables 80 — — 45 4(c) 125

Investments 56 227 — — 283

Inventories 634 356 — 102 4(b) 1,092

Stockpiles and ore on leach pads 739 98 — 82 4(b) 919

Other current assets 134 273 — — 407 Current assets 5,397 1,199 — (875) 5,721 Property, plant and mine development, net 3(a)(b)(c)

12,264 13,008 1,032 (e)(f)(h)(j) (2,742) 4(c) 23,562

Investments 336 2,661 590 3(b)(e)(h) (351) 4(c) 3,236

Goodwill — — — 2,296 4(j) 2,296

Stockpiles and ore on leach pads 1,835 67 — 38 4(b) 1,940

Deferred income tax assets 378 21 488 3(f) (509) 4(h) 378

Other non-current assets 670 141 (84) 3(e) — 727 Total assets $ 20,880 $ 17,097 $ 2,026 $ (2,143) $ 37,860

LIABILITIES

Debt $ 626 $ 400 $ — $ (400) 4(a)(g) $ 626

Accounts payable 287 243 (2) 3(e) — 528

Employee-related benefits 230 84 — 11 4(i) 325

Income and mining taxes payable 96 125 — — 221

Lease and other financing obligations 59 19 — — 78

Other current liabilities 517 348 — 167 4(d)(e)(f) 1,032 Current liabilities 1,815 1,219 (2) (222) 2,810

Debt 3,420 2,672 — (620) 4(a)(g) 5,472

Reclamation and remediation liabilities 2,499 592 (2) 3(e) 1 4(d) 3,090 Deferred income tax liabilities 3(a)(b)(c)

614 2,263 (557) (e)(f)(h) 163 4(f)(h) 2,483

Employee-related benefits 415 14 — — 429

Lease and other financing obligations 268 275 — 152 4(g) 695

Other non-current liabilities 330 299 781 3(j) 580 4(d)(f) 1,990 Total liabilities 9,361 7,334 220 54 16,969 Contingently redeemable noncontrolling interest 48 — — — 48

EQUITY

Common stock—$1.60 par value 860 — — 456 4(i) 1,316

Authorized—1,280 million shares — — — — —

Outstanding shares—820 million shares — — — — — —

Treasury stock—2 million shares (109) — — — (109)

Additional paid-in capital 9,632 18,258 — (9,286) 4(i) 18,604

Accumulated other comprehensive income (loss) (269) (131) 247 3(g)(k) (116) 4(i) (269)

Retained earnings 385 (8,364) 1,559 6,749 4(i) 329 Stockholders’ equity 10,499 9,763 1,806 (2,197) 19,871

Noncontrolling interests 972 — — — 972 Total equity 11,471 9,763 1,806 (2,197) 20,843 Total liabilities and equity $ 20,880 $ 17,097 $ 2,026 $ (2,143) $ 37,860

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The accompanying unaudited pro forma financial information presents the unaudited pro forma statements of operations and unaudited pro forma balance sheet of Newmont Goldcorp based on the historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of Newmont and historical annual audited consolidated financial statements and condensed interim unaudited consolidated financial statements of Goldcorp after giving effect to the Arrangement, and pro forma adjustments as described in these notes. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Arrangement, (ii) factually supportable, and (iii) with respect to the statement of operations only, expected to have a continuing impact on the combined results. The unaudited pro forma statements of operations do not reflect non-recurring expenses directly attributable to the Arrangement, including fees to banks, attorneys, accountants and other professional advisors, and other transaction-related costs. However, the impacts of such expenses incurred subsequent to the balance sheet date are reflected in the unaudited pro forma balance sheet as accrued liabilities. This amount does not include estimates for fees that are not readily determinable or factually supportable. The unaudited pro forma statements of operations and the unaudited pro forma balance sheet give effect to the Arrangement as if it had occurred on January 1, 2018, and March 31, 2019, respectively.

The historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of Newmont are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are shown in U.S. dollars. The historical annual audited consolidated financial statements and condensed interim unaudited consolidated financial statements of Goldcorp are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and are shown in U.S. dollars.

The Arrangement will be accounted for using the acquisition method of accounting, which requires an allocation of the purchase price to the net assets acquired and liabilities assumed, based on their fair values as of the date of the Arrangement. As of the date of this filing, the purchase price allocation is preliminary and final allocation will be determined after the final valuation of Goldcorp’s net assets acquired is completed. A preliminary determination of the fair value of Goldcorp’s assets and liabilities, including property, plant and mine development, is based on the property, plant and mine development of Goldcorp that exist as of the closing date of the Arrangement. The value of the consideration paid by Newmont for the Arrangement is determined based on the closing price of Newmont’s common stock on April 18, 2019. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information presented herein. Newmont has estimated the fair value of Goldcorp’s assets and liabilities based on discussions with Goldcorp’s management, preliminary valuation studies, due diligence and information presented in Goldcorp’s filings with the SEC. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma balance sheet and the unaudited pro forma statements of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

Purchase Consideration

The total purchase price of $9,456 million was determined as of the acquisition date, based on Goldcorp’s issued and outstanding common shares and equity awards outstanding under Goldcorp’s incentive compensation plans that were exchanged or will ultimately be paid out in cash on or after the acquisition date. The number of shares of Newmont common stock issued was based on the number of Goldcorp common shares outstanding as of the acquisition date multiplied by the 0.3280 exchange ratio, adjusted for fractional shares. The aggregate purchase price for unaudited pro forma financial information purposes is based on the closing price of Newmont common stock on April 18, 2019 ($33.04 per share).

25 Table of Contents

Purchase

(in millions, except share and per share data) Shares Per Share Consideration Stock Consideration

Shares of Newmont exchanged for Goldcorp outstanding common shares(1) 285,187,067 $ 33.04 $ 9,423

Share awards and options allocated to purchase consideration(2) $ 16

285,187,067 $ 9,439

Cash Consideration

Cash consideration payable for each Goldcorp outstanding common shares(3) 869,472,763 $ 0.02 $ 17

$ 17

Total Purchase Price $ 9,456

(1) 285 million shares of Newmont common stock were exchanged for 869 million shares of issued and outstanding Goldcorp common shares as of April 18, 2019. Goldcorp shareholders received 0.3280 of a share of Newmont common stock, par value $1.60 per share (“Newmont common stock”) and $0.02 in cash for each share of Goldcorp common shares.

(2) Fair value of Goldcorp unvested share awards, which include 4.1 million restricted share units (“RSUs”), 1.3 million phantom RSUs, and 2.4 million performance share units (“PSUs”) outstanding as of the acquisition date that were either exchanged for Newmont replacement RSUs or will become payable in cash on the vesting date (PSUs or phantom RSUs) and treated as liability awards on the basis of the Equity Award Exchange Ratio (as defined in the Arrangement Agreement), a portion of which is allocated to purchase consideration based on pre-combination services provided. In addition, it includes $2 million towards the fair value of 3.6 million options (the “Goldcorp options”) outstanding as of the acquisition date, which remain outstanding on their existing terms and are exercisable for shares of Newmont common stock on the basis of the Equity Award Exchange Ratio, all of which is allocated to purchase consideration. The fair value of the Goldcorp options is valued using the “Black Scholes” valuation model using industry standard practice and certain inputs specified in the plan of arrangement.

(3) $17 million in cash consideration was paid representing $0.02 per each of the 869 million issued and outstanding shares of Goldcorp common shares as of the acquisition date.

Preliminary Purchase Price Allocation

The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed for purposes of the unaudited pro forma financial information as if the Arrangement occurred on March 31, 2019:

(in millions) Preliminary purchase price allocation

Cash and cash equivalents $ 106

Trade receivables 139

Other accounts receivable 45

Investments 227

Equity method investments 2,900

Inventories 458

Stockpiles and ore on leach pads 284

Property, plant & mine development 11,298

Goodwill 2,296

Other assets 330

Total Assets $ 18,083

Debt $ 3,139

Accounts payable 241

Employee-related benefits 98

Income and mining taxes payable 125

Lease and other financing obligations 446

Reclamation and remediation liabilities 675

Deferred income tax liabilities 1,869

Other liabilities 2,034

Total liabilities $ 8,627

Total Preliminary Purchase Price $ 9,456

The Goodwill balance is primarily attributed to the assembled workforce, operating synergies anticipated upon the integration of the operations of Newmont and Goldcorp, and potential strategic and financial benefits that

26 Table of Contents include, the gold sector’s largest reserve and resource base, the benefits of additional revenue from other products such as silver, zinc, and copper, and the financial flexibility to execute capital priorities.

2. Goldcorp Historical Financial Statements

Goldcorp historical balances were derived from Goldcorp’s historical annual audited consolidated financial statements for the year ended December 31, 2018, as well as Goldcorp’s condensed interim unaudited consolidated financial statements for the quarter ended March 31, 2019, as described above and are presented under IFRS and are in U.S. dollars. The historical annual and interim balances reflect certain reclassifications of Goldcorp’s consolidated statement of (loss) earnings and consolidated balance sheet categories to conform to Newmont’s presentation in its historical annual audited consolidated statement of operations, interim unaudited condensed consolidated statement of operations and interim condensed consolidated balance sheet.

The reclassifications are summarized below:

Goldcorp for the Goldcorp Three Months Historical Ended March 31, Reclassified Newmont Financial

Goldcorp Financial Statement Line 2019 Reclassifications Amount Statement Line

(in millions) Income Statement for the three months ended March 31, 2019

Revenues $ 697 $ — $ 697 Sales

Mine operating costs - Production costs (464) 1 (463) Costs applicable to sales

Mine operating costs - Depreciation and depletion (207) — (207) Depreciation and amortization

(8) (8) Reclamation and remediation

Exploration, evaluation and project costs (17) 2 (15) Exploration

(2) (2) Advanced projects, research and development

Share of net earnings related to associates and joint venture 18 — 18 Equity income (loss) of affiliates

Corporate administration (38) — (38) General and administrative

Gain on disposition of mining interest, net of transaction costs (6) — (6) Other expense, net

Finance costs (56) 7 (49) Interest expense, net of capitalized interest

Other (expense) income, net (24) — (24) Other income, net

Income tax recovery (6) — (6) Income and mining tax benefit

Net loss from continuing operations $ (103) $ — $ (103)

Goldcorp for the Goldcorp Year Ended Historical December 31, Reclassified Newmont Financial

Goldcorp Financial Statement Line 2018 Reclassifications Amount Statement Line

(in millions) Income Statement for the year ended December 31, 2018

Revenues $ 3,032 $ — $ 3,032 Sales

Mine operating costs - Production costs (1,794) 25 (1,769) Costs applicable to sales

Mine operating costs - Depreciation and depletion (983) — (983) Depreciation and amortization

— (47) (47) Reclamation and remediation

Exploration, evaluation and project costs (86) 43 (43) Exploration

— (43) (43) Advanced projects, research and development

Share of net earnings related to associates and joint venture 83 — 83 Equity income (loss) of affiliates

Impairment of mining interest, net (4,727) — (4,727) Impairment of long-lived assets

Corporate administration (131) — (131) General and administrative

Finance costs (145) 22 (123) Interest expense, net of capitalized interest

Other (expense) income, net (10) — (10) Other income, net

Income tax recovery 612 — 612 Income and mining tax benefit

Net loss from continuing operations $ (4,149) $ — $ (4,149)

27 Table of Contents

Goldcorp Historical Goldcorp as of Reclassified Newmont Financial

Goldcorp Financial Statement Line March 31, 2019 Reclassifications Amount Statement Line

(in millions) Balance Sheet as of March 31, 2019

Assets Assets

Current: Cash and cash equivalents $ 106 $ — $ 106 Current: Cash and cash equivalents

Current: Short-term investments 38 189 227 Current: Investments

Current: Accounts receivable 139 — 139 Current: Trade receivables

Current: Inventories 454 (98) 356 Current: Inventories

— 98 98 Current: Stockpiles and ore on leach pads

Current: Sales and indirect taxes recoverable 203 — 203 Current: Other current assets

Current: Income taxes receivable 39 — 39 Current: Other current assets

Current: Other 31 — 31 Current: Other current assets

Mining interests - owned by subsidiaries and joint operation 13,008 — 13,008 Property, plant and mine development, net

Mining interests - Investments in associates and joint venture 2,661 — 2,661 Investments

Equity securities 189 (189) — Investments

Inventories 67 67 Stockpiles and ore on leach pads

Deferred income taxes 21 — 21 Deferred income tax assets

Other (non-current) 141 — 141 Other non-current assets

$ 17,097 — $ 17,097

Liabilities Liabilities

Current: Accounts payable and accrued liabilities $ 588 $ (345) 243 Current: Accounts payable

Current: Debt 400 — 400 Current: Debt

— 84 84 Current: Employee-related benefits

Current: Income taxes payable 125 — 125 Current: Income and mining taxes payable

— 19 19 Current: Lease and other financing obligations

Current: Provisions and other 106 242 348 Current: Other current liabilities

Deferred income taxes 2,263 — 2,263 Deferred income tax liabilities

— 592 592 Reclamation and remediation liabilities

Debt 2,672 — 2,672 Debt

14 14 Employee-related benefits

Deferred payment obligation 156 — 156 Other non-current liabilities

Finance lease obligations 275 — 275 Lease and other financing obligations (non-current)

Provisions 627 (601) 26 Other non-current liabilities

Income taxes payable (non-current) 68 — 68 Other non-current liabilities

Other (non-current) 54 (5) 49 Other non-current liabilities

7,334 — 7,334

Shareholders’ equity Shareholders’ equity

Common shares, stock options and restricted share units 18,258 (18,258) — Common stock

18,258 18,258 Additional paid-in capital

Accumulated other comprehensive loss (131) — (131) Accumulated other comprehensive loss

Deficit (8,364) — (8,364) Retained earnings

$ 17,097 $ — $ 17,097

28 Table of Contents

3. IFRS to U.S. GAAP Adjustments

IFRS differs in certain material respects from U.S. GAAP. The following material adjustments have been made to reflect Goldcorp’s historical annual audited consolidated statement of earnings, condensed interim unaudited consolidated statement of earnings and condensed interim unaudited consolidated balance sheet on a U.S. GAAP basis for purposes of unaudited pro forma financial information. In addition, the material adjustments have been made to align Goldcorp’s historical significant accounting policies under IFRS to Newmont’s significant accounting policies under U.S. GAAP. a) Impairment of Long-Lived Assets

The following table reflects the reversal of impairment expense recognized by Goldcorp under IFRS, after adjusting the carrying value of the property, plant and mine development for (i) the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense, (ii) reversing previous impairment expense recognized by Goldcorp, net of previous IFRS impairment expense reversals, (iii) reversing mine development and stripping costs capitalized by Goldcorp, as outlined in Note 3(b), and (iv) reversing proceeds from the sale of pre-production metal, net of operating costs, which were deducted against Property, plant, and mine development, net, as outlined in Note 3(h), that would not be recognized under U.S. GAAP.

As of For the three months For the year ended

(in millions) March 31, 2019 ended March 31, 2019 December 31, 2018 Condensed Balance Sheet

Increase to property, plant and mine development, net $ 627 $ — $ —

Increase to deferred income tax liabilities 223 — —

Condensed Statement of Operations

Decrease to impairment of long-lived assets — — (787)

Decrease to income and mining tax benefit (expense) $ — $ — $ (150)

b) Mine development and stripping costs

Under U.S. GAAP, Newmont capitalizes mine development costs, including the initial costs to remove overburden and waste in order to access the main ore body and before the production phase of the mine is achieved. After the production phase of a mine is achieved, stripping costs are included as variable production costs of stockpiles and ore on leach pads. Under IFRS, Goldcorp capitalizes mine development costs, including stripping costs to remove overburden and waste to access the main ore body, and in addition, Goldcorp continues to capitalize certain stripping costs after the production phase of a mine is achieved when the current strip ratio exceeds the estimated life of mine strip ratio.

The following table reflects the reversal of mine development and stripping costs capitalized by Goldcorp for its consolidated subsidiaries and equity method investees, before mineralization is classified as proven and probable reserves and after the production phase of a mine is achieved, net of depreciation and amortization.

29 Table of Contents

As of For the three months For the year ended

(in millions) March 31, 2019 ended March 31, 2019 December 31, 2018 Condensed Balance Sheet

Decrease to property, plant and mine development, net $ (39) $ — $ —

Decrease to investments (96) — —

Decrease to deferred income tax liabilities (14) — —

Condensed Statement of Operations

Increase to cost applicable to sales — 27 17

Increase to income and mining tax benefit (expense) — 9 6

Increase (decrease) to equity income (loss) of affiliates $ — $ (1) $ (10)

c) Depreciation and Amortization

Under U.S. GAAP, Newmont’s policy is to amortize certain mine development costs using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. Under IFRS, Goldcorp includes estimated recoverable ounces contained in proven and probable reserves and a portion of resources, when it is considered highly probable that resources will be economically extracted.

The following table reflects the impact of excluding resources from recoverable ounces in units-of-production based depreciation expense calculations.

For the three For the year As of months ended ended December

(in millions) March 31, 2019 March 31, 2019 31, 2018 Condensed Balance Sheet

Decrease to property, plant and mine development, net $ (172) $ — $ —

Decrease to deferred income tax liabilities (65) — —

Condensed Statement of Operations

Increase to depreciation and amortization — 25 127

Increase to income and mining tax benefit (expense) $ — $ 9 $ 47

d) Reclamation and Remediation Liabilities

Under U.S. GAAP, the initial recognition of the asset retirement obligations is based on the fair value of the reclamation and remediation liability, generally utilizing a present value technique to estimate the liability and discounted at a credit-adjusted risk-free interest rate. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.

Under IFRS, reclamation and remediation liabilities are generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate is re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

The unaudited pro forma financial information does not reflect the impact of converting Goldcorp’s reclamation and remediation liabilities, capitalized asset retirement costs, and related reclamation and remediation expenses on a U.S. GAAP basis as it is impractical to re-estimate the impact of period-to-period revisions to the timing or amount of the original reclamation liability over historical periods using the layering approach and credit adjusted risk free rates. In addition, the impact of converting reclamation and remediation liabilities from IFRS to U.S. GAAP is not meaningful because, under the acquisition method of accounting, reclamation and remediation liabilities are recorded at fair value as of the closing date of the Arrangement. Therefore, Newmont has reflected the adjustment to recognize Reclamation and remediation liabilities , and related capitalized asset retirement costs, at their estimated fair value on the Arrangement closing date. Refer to Note 4(d) below for additional information. e) Joint Arrangements—Norte Abierto Project

30 Table of Contents owners join together in the development and operation of a jointly-owned or unitized property outside a separate legal entity pursuant to a written agreement.

The following table reflects the impact of converting Goldcorp’s accounting for its interest in Norte Abierto from joint operations accounting under IFRS to the equity method of accounting under U.S. GAAP as of March 31, 2019. The impact to Equity income (loss) of affiliates in the unaudited pro forma statements of operations for the three months ended March 31, 2019 and the year ended December 31, 2018 is not material.

(in millions) As of March 31, 2019 Condensed Balance Sheet

Decrease to property, plant and mine development, net $ (599)

Increase to investments 673

Decrease to other non-current assets (84)

Decrease to accounts payable (2)

Decrease to reclamation and remediation liabilities (2)

Decrease to deferred income tax liabilities $ (6)

f) Income Taxes

Under U.S. GAAP, deferred taxes are recognized for temporary differences arising from the initial recognition of assets acquired or liabilities assumed. Under IFRS, deferred income taxes are not recorded for temporary differences arising from the initial recognition of an asset or liability in a transaction that (i) is not a business combination, and (ii) affects neither accounting nor taxable profit. The impact of recording deferred taxes on asset acquisitions under U.S. GAAP resulted in an increase to Deferred income tax liabilities of $431 million and a corresponding increase to Property, plant and mine development, net , of $431 million as of March 31, 2019.

Additionally, U.S. GAAP prohibits recognition of deferred tax consequences for differences that arise from changes in exchange rates or indexing for tax purposes for those foreign subsidiaries that are required to use historical rates to remeasure nonmonetary assets and liabilities from the local currency into the functional currency. Under IFRS, deferred tax assets or liabilities are recognized for temporary differences related to nonmonetary assets or liabilities that are remeasured from the local currency into the functional currency for book purposes using historical exchange rates, but are reported in local currency for tax purposes using current exchange rates. The impact of reversing deferred taxes on foreign nonmonetary liabilities resulted in a decrease to Deferred income tax liabilities of $1,127 million and an increase to Deferred income tax assets of $488 million as of March 31, 2019, and resulted in an increase to Income and mining tax benefit (expense) of $1 million and $242 million for the three months ended March 31, 2019 and year ended December 31, 2018, respectively.

The following table reflects the net increase (decrease) to deferred tax assets and deferred tax liabilities, respectively, relating to adjustments discussed in Note 3(a), 3(b), 3(c), 3(e), 3(f), and 3(h).

31 Table of Contents

As of

(in millions) Note March 31, 2019 Condensed Balance Sheet

Increase (decrease) to deferred tax assets due to:

Exchange rate changes and indexing for tax purposes 3(f) $ 488

Net increase to deferred tax assets $ 488

Increase (decrease) to deferred tax liabilities due to:

Impairment of long-lived assets 3(a) $ 223

Mine development and stripping costs 3(b) (14)

Depreciation and amortization 3(c) (65)

Joint arrangements - recognition of Norte Abierto as equity method investments 3(e) (6)

Initial recognition of asset acquisitions 3(f) 431

Exchange rate changes and indexing for tax purposes 3(f) (1,127)

Pre-production sales 3(h) 1

Net increase to deferred tax liabilities $ (557)

g) Marketable Equity Securities

U.S. GAAP requires investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, unless equity securities do not have a readily determinable fair value. Under IFRS, equity securities designated as fair value through other comprehensive income (FVTOCI) are carried at fair value and changes in fair value are recognized in other comprehensive income, which is not subsequently charged to earnings.

This adjustment reflects the reversal of gains and losses recorded by Goldcorp for marketable equity securities classified as FVTOCI from Other comprehensive income into Other income of $1 million and $106 million for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively, and results in a reclassification of amounts recognized in Accumulated other comprehensive income (loss) to Retained earnings of $145 million as of March 31, 2019. h) Pre-production Sales

Under U.S. GAAP, proceeds from the sale of pre-production metal produced during commissioning of a processing facility are credited to other income, net of operating costs. However, sales of metal produced during the development phase of a mine where there is already an existing processing facility are recorded within sales and costs applicable to sales. Under IFRS, proceeds from the sale of metal produced during the development phase of a mine are offset against capitalized asset costs, net of allocated operating costs.

The following table reflects the impact of reversing proceeds from the sale of metal produced during the development phase of a mine, net of allocated operating costs, for consolidated subsidiaries and equity method investees for the period ended March 31, 2019. The impact to sales in the unaudited pro forma statements of operations for the three months ended March 31, 2019 and the year ended December 31, 2018 is not material.

As of

(in millions) March 31, 2019 Condensed Balance Sheet

Increase to property, plant and mine development, net $ 3

Increase to investments 13

Increase to deferred income tax liabilities $ 1

i) By-Product versus Co-Product Revenue Accounting

Under Newmont’s accounting policy, a metal is considered a by-product when sales represent less than 10% to 20% of the total sales from all metals on a life-of-mine basis and revenue from by-product metal sales is recognized as a reduction to cost applicable to sales. Goldcorp’s accounting policy is to recognize proceeds from sales of all metals in sales.

The following table reflects the impact of reversing sales for certain metals that are considered by-products metals for the three months ended March 31, 2019 and the year ended December 31, 2018.

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For the three For the year months ended ended December

(in millions) March 31, 2019 31, 2018 Condensed Statement of Operations

Decrease to sales $ (21) $ (66)

Decrease to cost applicable to sales $ (21) $ (66)

j) Fixed Price Sales Contract

Under U.S. GAAP, the upfront cash payment received upon entering into an off-market fixed price sales contract to deliver metal from future production (i.e., a metal streaming contract) is recognized as a financing transaction, through recognition of a deferred revenue liability for the future metal delivery performance obligation. Under IFRS, upfront cash payment received upon entering into a metal streaming contract is recognized as an offset to property, plant and mine development. The payment received is indirectly recognized in the statement of earnings through a reduction of depreciation and amortization expense over the term of the contract.

The following table reflects the impact of reversing the offset to Property, plant and mine development, net of Depreciation and amortization expense, by recognizing a liability for the same amount for the quarter ended March 31, 2019, and the impact to Sales in the pro forma statement of operations for the quarter ended March 31, 2019.

For the three months For the year As of ended March 31, ended December

(in millions) March 31, 2019 2019 31, 2018 Condensed Balance Sheet

Increase to property, plant and mine development $781 $— $—

Increase to other non-current liabilities 781 — —

Condensed Statement of Operations

Increase to sales — 4 13

Increase to depreciation and amortization $— $4 $13

k) IFRS 1—First-time Adoption of International Financial Reporting Standards (“IFRS 1”)

Goldcorp adopted IFRS in accordance with IFRS 1 with a transition date of January 1, 2010 and its consolidated financial statements were prepared in accordance with IFRS standards and interpretations effective as of December 31, 2011. In accordance with IFRS 1, Goldcorp recognized $102 million cumulative translation difference from translating its Canadian operations prior to April 1, 2005 in opening retained earnings at January 1, 2010.

This adjustment reflects the reversal of $102 million cumulative translation difference recorded by Goldcorp in opening Retained earnings at January 1, 2010 to Accumulated other comprehensive income (loss) as of March 31, 2019. l) Leases

As of January 1, 2019, Newmont and Goldcorp adopted ASC 842, Leases and IFRS 16, Leases, respectively. While IFRS and US GAAP requirements under ASC 840 and IAS 17 were similar for lessees prior to the transition date, January 1, 2019, there are several notable differences between the two standards that will impact accounting after the transition date. U.S. GAAP follows finance lease and operating lease models for lessees, which impacts the pattern of expense recognition associated with the lease. Under IFRS, lessees account for all their leases under one accounting model, which is effectively equivalent to that of a finance lease under U.S. GAAP. The impact to the unaudited pro forma statement of operations for the three months ended March 31, 2019 is not material. There is no impact to the unaudited pro forma statement of operations for the year ended December 31, 2018 since both Newmont and Goldcorp followed ASC 840 and IAS 17, respectively, through to December 31, 2018.

4. Purchase Accounting and Other Adjustments

The following adjustments have been made to the unaudited pro forma financial information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the

33 Table of Contents combined company. At this time, Newmont is not aware of any additional arrangement related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments. a) Cash and Cash Equivalents and Debt

The net decrease in Cash and cash equivalents of $1,104 million represents the agreed-upon cash consideration for Goldcorp common shares at $0.02 per share for $17 million (Note 1), the repayment of Goldcorp’s $400 million term loan and the repayment of $685 million drawn on Goldcorp’s $3 billion revolving credit facility. As a result of the repayment of Goldcorp’s term loan and termination of its revolving credit facility, net interest expense for the three months ended March 31, 2019 and the year ended December 31, 2018 decreased by $11 million and $31 million, respectively. b) Inventories, and Stockpiles and Ore on Leach Pads

The adjustments to increase Inventories and current and non-current Stockpiles and ore on leach pads by $102 million, $82 million and $38 million, reflects the fair value estimate of inventories, stockpiles and ore on leach pads, respectively, as of March 31, 2019. c) Property, Plant and Mine Development and Investments

The adjustments to decrease Property, plant and mine development, net and Investments by $2,742 million and $351 million, reflects the fair value estimate of property, plant, and mine development and equity method investments, respectively, as of March 31, 2019, and the related decrease to Depreciation and amortization of $34 million and $327 million and increase to Equity income (loss) of affiliates of $5 million and $21 million for the three months ended March 31, 2019 and for the year ended December 31, 2018, respectively. The increase of $45 million in Other accounts receivables relates to insurance receivable relating to damage caused by fire to property, plant, and equipment at a Goldcorp mine. d) Reclamation and Remediation Liabilities

As discussed in Note 3(d), the increase to Reclamation and remediation liabilities of $17 million, of which $16 million is included in Other current liabilities , reflects an adjustment to recognize asset retirement obligation at fair value as of March 31, 2019. In addition, an increase of $40 million to Other non-current liabilities reflects an adjustment to recognize the fair value of incremental reclamation and remediation liabilities relating to an equity method investee with a nil carrying value as of March 31, 2019. As a result of the increases to the Reclamation and remediation liabilities , Reclamation and remediation expense for the three months ended March 31, 2019 and the year ended December 31, 2018 increased by $1 million and $7 million, respectively. e) Accrued and Other Liabilities

The $56 million increase in accrued liabilities, included in Other current liabilities, and the corresponding offset to Retained earnings (see Note 4(i)) reflects estimated transaction expenses for banking, accounting, legal, and other professional fees associated with the arrangement. This amount does not include estimates for fees that are not readily determinable or factually supportable. Transaction expenses of $54 have been excluded from the unaudited pro forma statements of operations as they are non-recurring charges directly attributable to the arrangement. f) Other Current and Non-Current Liabilities

As discussed in Note 3(j), the adjustment reflects the recognition of incremental fair value of liabilities relating to metal streaming contracts of $95 million and $226 million, included in Other current liabilities and Other non-current liabilities , respectively, as of March 31, 2019. In addition, a decrease to Deferred tax liabilities of $260 million, an increase to income taxes payable of $88 million and $226 million has been included in Other non-current liabilities for the metal streaming contract and other tax liabilities as of March 31, 2019, respectively. As a result of the increase in other current and non-current liabilities, a net increase

34 Table of Contents of $21 million and $82 million to Sales has been recognized as a result of the amortization of the increased liabilities for the three months ended March 31, 2019 and year ended December 31, 2018, respectively. g) Debt and Lease and Other Financing Obligations

The increase of $54 million to long-term debt reflects the adjustment to recognize Goldcorp’s assumed $1.0 billion and $1.5 billion notes at fair value, net of unamortized debt issuance costs of $13 million as of March 31, 2019. The increase of $152 million to Lease and other financing obligations reflects the adjustment to recognize Goldcorp’s finance lease obligations at fair value and alignment of the election of practical expedients adopted by Newmont related to certain lease arrangements for not separating lease and non-lease components in determining minimum lease payments as of March 31, 2019. The aggregate impact to depreciation, amortization and interest expense in the unaudited pro forma statements of operations from the adjustments to Debt and Lease and other financing obligations for the three months ended March 31, 2019 and year ended December 31, 2018 is not material. h) Income Taxes

Deferred income taxes have been recognized based on the pro forma fair value adjustments to identifiable assets acquired and liabilities assumed using the marginal tax rate on a jurisdictional basis. The $423 million increase in Deferred tax liabilities and the $509 million decrease in Deferred tax assets reflect the preliminary estimate of deferred tax assets and liabilities recognized on the new book to tax basis differences of assets acquired and liabilities assumed, and have been recognized as part of Goodwill .

The estimated income and mining tax expense impact of the pro forma adjustments (except for net adjustments to interest expense) has been recognized based upon a blended federal and state statutory rate of 35 percent. The estimated tax rate of 22 percent has been applied to the pro forma adjustments to interest expense based on a preliminary analysis of the applicable rules for interest cost allocation required by tax regulations. i) Goldcorp Shareholders’ Equity

The adjustment reflects an adjustment of $11,569 million to eliminate Goldcorp’s historical stockholder’s equity adjusted for IFRS to U.S. GAAP differences, which represents the historical book value of Goldcorp’s net assets, as a result of the application of purchase accounting.

The adjustment reflects an increase of $456 million and decrease of $9,286 million to Common stock and Additional paid-in capital , respectively, to reflect the issuance of 285,187,067 shares of Newmont common stock with a par value of $1.60 per share to satisfy the issuance of 0.3280 of a share of Newmont common stock for each Goldcorp common share outstanding pursuant to the Arrangement Agreement, at a closing price of Newmont common stock on April 18, 2019 of $33.04 per share. In addition, Retained earnings and Accumulated other comprehensive income (loss) have been adjusted by $6,749 million and $116 million, respectively, to eliminate Goldcorp’s historical equity balances adjusted for IFRS to U.S. GAAP differences and purchase accounting and other pro forma adjustments as of March 31, 2019.

The table below reflects elimination of Goldcorp’s historical equity balances after adjustments for IFRS to U.S. GAAP differences and purchase accounting as of March 31, 2019.

Reclassified IFRS to U.S. Purchase Other Pro

Historical Historical GAAP Accounting Forma Equity Pro Forma

(in millions) Newmont Goldcorp Adjustments Adjustments Adjustments Adjustments Notes Combined Common stock - $1.60 par value $ 860 $ — $ — $ — $ — $ 456 (i) $ 1,316

Authorized - 1,280 million shares

Outstanding shares - 820 million shares

Treasury stock - 2 million shares (109) — — — — — (109)

Additional paid-in capital 9,632 18,258 — — — (9,286) (ii) 18,604

Accumulated other comprehensive income (loss) (269) (131) 247 — — (116) (iii) (269)

Retained earnings 385 (8,364) 1,559 (3,476) (56) 10,281 (iv) 329

Stockholders’ equity $ 10,499 $ 9,763 $ 1,806 $ (3,476) $ (56) $ 1,335 $ 19,871

(i) Represents issuance of 285 million shares of Newmont common stock at par value $1.60 in exchange of 869 million Goldcorp common shares

(ii) Represents adjustment to write-off Goldcorp’s historical Additional paid-in capital of $18,258, and, to record issuance of 285 million shares of Newmont common stock for $8,972 million, calculated by deducting the aggregate of (a) $456 million common stock (see (i) above) (b) $17 million cash payment (see Note 1) and (c) PSUs and Phantom RSUs treated as liability awards representing an increase to current Employee-related benefits of $11 million, from $9,456 million purchase consideration.

(iii) Represents adjustment to write-off Goldcorp’s historical Accumulated other comprehensive income (loss) of ($131) million, net of $247 million for IFRS to U.S. GAAP adjustments

(iv) Represents adjustment to write-off Goldcorp’s historical Retained earnings of $(8,364), net of $1,559 million for IFRS to U.S. GAAP adjustments, and $(3,476) million for purchase accounting adjustments. $(56) million represents transaction expenses payable by Newmont, as discussed in Note 4(e).

35 Table of Contents j) Goodwill

Goodwill is calculated as the difference between the purchase price and the fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The Company is continuing to value all assets acquired and liabilities assumed, as a final determination of the fair value of Goldcorp’s assets and liabilities is ongoing. Based on the preliminary purchase price allocation, the Company has allocated $2,296 million to Goodwill in the unaudited pro forma balance sheet. This amount may increase or decrease based on the final purchase price allocation. Goodwill recorded in connection with the acquisition will not be deductible for income tax purposes. k) Earnings (loss) per share

The pro forma combined diluted earnings (loss) per share presented below for the three months ended March 31, 2019 and year ended December 31, 2019, reflects the adjustment to weighted average number of shares outstanding based on 0.328 of a share of Newmont common stock for each share of Goldcorp common shares outstanding as of April 18, 2019 and cash consideration as follows:

For the year For the three ended months ended December 31,

(in millions) March 31, 2019 2018 Pro forma net income (loss) from continuing operations attributable to Newmont stockholders $ 59 $ (2,898)

Pro forma basic and diluted weighted average Newmont shares outstanding 819 819

Pro forma basic and diluted earnings (loss) per share $ 0.07 $ (3.54)

5. Proposed Joint Venture with Barrick Gold Corporation

The unaudited pro forma financial information does not give effect to the proposed creation of a joint venture (the “joint venture”) to operate and manage certain mining operations and assets located in Nevada and included in our North America reportable segment (the “Assets”) and certain of Barrick’s Nevada mining operations and assets, as the joint venture is not directly attributable to the Arrangement. Newmont’s unaudited pro forma statement of operations includes $89 million and $334 million of Income (loss) before income and mining tax and other items attributable to the Assets for the quarter ended March 31, 2019 and year ended December 31, 2018, respectively, which (i) does not reflect general corporate expenses, interest (except project-specific interest) or income and mining taxes and (ii) does reflect elimination of intercompany revenue and expense amounts with our other reportable segments. Similarly, the unaudited pro forma balance sheet includes $5,531 million of Total assets attributable to the Assets as of March 31, 2019. The Income (loss) before income and mining tax and other items and Total assets attributable to the Assets disclosed above are preliminary and subject to change based on the final terms of the joint venture to-be formed.

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THE EXCHANGE OFFERS

Purpose of the Exchange Offers

Pursuant to the Registration Rights Agreement, we agreed, for the benefit of the holders of Existing Notes, at our cost, to use our commercially reasonable efforts to prepare and file with the SEC a registration statement with respect to registered offers to exchange the Existing Notes of each series for Registered Notes of the same series, which will have terms identical in all material respects to such Existing Notes, except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series. See “Registration Rights.”

General

On April 22, 2019, Newmont consummated offers to exchange (the “Original Exchange Offer”), pursuant to exemptions from the registration requirements of the Securities Act, and exchanged the Existing Notes for tendered Goldcorp Notes of a corresponding series. Newmont exchanged (i) $472,434,000 aggregate principal amount of Goldcorp’s 3.625% Notes due 2021 for a like principal amount of the Existing 2021 Notes issued by Newmont, (ii) $810,243,000 aggregate principal amount of Goldcorp’s 3.700% Notes due 2023 for a like principal amount of the Existing 2023 Notes issued by Newmont and (iii) $443,639,000 aggregate principal amount of Goldcorp’s 5.450% Notes due 2044 for a like principal amount of the Existing 2044 Notes issued by Newmont.

Under existing interpretations of the Staff of the SEC, the Registered Notes would generally be freely tradable after the completion of the Exchange Offers without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, each holder of Existing Notes who is an affiliate of ours or who intends to participate in the Exchange Offers for the purposes of distributing the Registered Notes:

· will not be able to rely on the interpretations of the Staff;

· will not be entitled to participate in the Exchange Offers; and

· must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Registered Notes, unless that sale or transfer is made pursuant to an exemption from those requirements.

Each holder of Existing Notes that participates in the Exchange Offers will be required to represent to us at the time of consummation of the Exchange Offers that:

· it is not an affiliate of ours;

· it is not a broker-dealer tendering notes acquired directly from us for its own account;

· the Registered Notes to be received by it will be acquired in the ordinary course of its business; and

· it is not engaged and does not intend to engage in, and has no arrangement or understanding with any person, to participate in the distribution, within the meaning of the Securities Act, of the Registered Notes.

Our consummation of the Exchange Offers is subject to certain conditions described in the Registration Rights Agreement, including, without limitation, our receipt of the representations from participating holders as described above and in the Registration Rights Agreement.

In addition, in connection with any resales of the Registered Notes, any broker-dealer that acquired Registered Notes for its own account as a result of market-making or other trading activities (“exchanging broker- dealers”) must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Registered Notes with the prospectus contained in the exchange offer registration statement. Under the Registration Rights Agreement, we will be required for a limited period to allow exchanging broker-dealers and other persons, if any,

37 Table of Contents subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of Registered Notes.

Terms of the Exchange Offers

Newmont is offering holders of the Existing Notes the opportunity to exchange any and all of their Existing Notes for the Registered Notes. This prospectus and the accompanying letter of transmittal (the “letter of transmittal”) contain the terms and conditions of the Exchange Offers. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together constitute the Exchange Offers, we will accept for exchange the Existing Notes which are properly tendered on or prior to the Expiration Date, unless you have previously withdrawn them.

When you tender Existing Notes as provided below, our acceptance of the Existing Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal. In tendering Existing Notes, you should also note the following important information:

· The Existing Notes may be tendered only in principal amounts equal to minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who do not tender all of their Existing Notes should ensure that they retain a principal amount of Existing Notes amounting to at least the minimum denomination equal to $2,000. The Registered Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Existing Notes will be accepted if it results in the issuance of less than $2,000 principal amount of Registered Notes.

· The Exchange Offers will remain open for 20 business days after the date notice is mailed to the holders of the Existing Notes, or longer if required by applicable law. We are sending this prospectus, together with the letter of transmittal, on , 2019, to all of the registered holders of Existing Notes.

· The Exchange Offers expire at 5:00 p.m., New York City time, on , 2019; provided , however, that we, in our sole discretion, may extend the period of time for which the Exchange Offers are open.

· The Exchange Offers are not conditioned upon any minimum principal amount of the Existing Notes being tendered.

· Our obligation to accept the Existing Notes for exchange in the Exchange Offers is subject to the conditions described under “—Conditions to the Exchange Offers.”

· We expressly reserve the right, at any time, to extend the period of time during which the Exchange Offers are open, and thereby delay acceptance of any Existing Notes, by giving oral (promptly followed in writing) or written notice of an extension to the Exchange Agent and notice of that extension to the holders of the Notes as described below. During any extension, all Existing Notes previously tendered will remain subject to the Exchange Offers unless withdrawal rights are exercised as described under “—Withdrawal.” Any Existing Notes not accepted for exchange for any reason will be returned without expense to the tendering holder of the Existing Notes promptly after the expiration or termination of the Exchange Offers.

· We expressly reserve the right to amend or terminate the Exchange Offers, and to not accept for exchange any Existing Notes that we have not yet accepted for exchange, at any time prior to the Expiration Date. If we make a material change to the terms of the Exchange Offers, including the waiver of a material condition, we will, to the extent required by law, disseminate additional offer materials and extend the period of time during which the Exchange Offers is open so that at least five business days remain in the Exchange Offers following notice of a material change.

· Existing Notes which are not tendered for exchange, or are tendered but not accepted, in connection with the Exchange Offers will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Registration Rights Agreement.

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· We intend to conduct the Exchange Offers in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

· By executing, or otherwise becoming bound by, the letter of transmittal, you will be making to us the representations described under “—Resale of the Registered Notes.”

Expiration Date; Extensions; Termination; Amendments

The Exchange Offers expire on the Expiration Date, which is 5:00 p.m., New York City time, on , 2019, subject to Newmont’s right to extend that time and date in Newmont’s sole discretion (which right is subject to applicable law), in which case the Expiration Date means the latest time and date to which the Expiration Date is extended. To extend the Expiration Date, Newmont will notify the Exchange Agent and will make a public announcement thereof before 5:00 p.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any extension of the Expiration Date, all Existing Notes previously tendered in extended Exchange Offers will remain subject to such Exchange Offers and may be accepted for exchange by Newmont.

Subject to applicable law, Newmont expressly reserves the right, in its sole discretion and with respect to any or all of the Exchange Offers, to:

· delay accepting any of the Existing Notes, to extend the Exchange Offers or to terminate the Exchange Offers and not accept any Existing Notes;

· extend the Expiration Date;

· terminate the Exchange Offers and return all tendered Existing Notes to the respective tendering holders; and

· amend, modify or waive, in whole or in part, at any time, or from time to time, the terms of the Exchange Offers in any respect, including waiver of any conditions to consummation of any of the Exchange Offers.

If any termination or material amendment occurs, we will notify the Exchange Agent in writing and will either issue a press release or give written notice to the holders of the Existing Notes as promptly as practicable. Additionally, in the event of a material amendment or change in the Exchange Offers, which would include any waiver of a material condition hereof, we will extend the Exchange Offers, if necessary, so that at least five business days remain in the Exchange Offers following notice of the material amendment or change, as applicable. Unless we terminate the Exchange Offers prior to 5:00 p.m., New York City time, on the Expiration Date, we will exchange the Registered Notes for the tendered Existing Notes promptly after the Expiration Date and will issue to the Exchange Agent Registered Notes for Existing Notes validly tendered, not withdrawn and accepted for exchange. Existing Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the Exchange Offers. See “—Acceptance of Existing Notes for Exchange and Delivery of Registered Notes.”

Settlement Date

The Settlement Date for the Exchange Offers will be promptly after the Expiration Date. Newmont will not be obligated to deliver Registered Notes unless the applicable Exchange Offer is consummated.

Procedures for Tendering

If you wish to participate in the Exchange Offers and your Existing Notes are held by a custodial entity such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Existing Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure you contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, dealer, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for their instruction. It is your responsibility to properly tender your Existing Notes.

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To participate in the Exchange Offers, you must either:

· complete, sign and date the letter of transmittal, or a facsimile thereof, in accordance with the instructions in the letter of transmittal, including guaranteeing the signatures to the letter of transmittal, if required, and mail or otherwise deliver the letter of transmittal, or a facsimile thereof, together with the certificates representing your Existing Notes specified in the letter of transmittal, to the Exchange Agent at the address set forth in the letter of transmittal, for receipt prior to the Expiration Date; or

· comply with the ATOP procedures for book-entry transfer described below prior to the Expiration Date.

The Exchange Agent and DTC have confirmed that the Exchange Offers are eligible for ATOP with respect to book-entry notes held through DTC. The letter of transmittal, or a facsimile thereof, with any required signature guarantees or, in the case of book-entry transfer, an agent’s message in lieu of the letter of transmittal and consent, and any other required documents, must be transmitted to and received by the Exchange Agent prior to the Expiration Date at its address listed below under “—Exchange Agent.” Existing Notes will not be deemed to have been tendered until the letter of transmittal and signature guarantees, if any, or an agent’s message is received by the Exchange Agent. There are not any guaranteed delivery procedures applicable to the Exchange Offers under the terms of the Exchange Offers.

The method of delivery of Existing Notes, the letter of transmittal and all other required documents to the Exchange Agent, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the election and risk of the holder of the Existing Notes. For documents, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent prior to the Expiration Date. Do not send the letter of transmittal or any Existing Notes to anyone other than the Exchange Agent.

If you are tendering your Existing Notes in exchange for the Registered Notes and anticipate delivering your letter of transmittal and other documents other than through DTC, Newmont urges you to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Registered Notes to be delivered pursuant to the Exchange Offers and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

Book-Entry Delivery Procedures for Tendering Existing Notes Held with DTC

If you wish to tender Existing Notes held on your behalf by a nominee with DTC, you must:

· inform your nominee of your interest in tendering your Existing Notes pursuant to the Exchange Offers; and

· instruct your nominee to tender all Existing Notes you wish to be tendered in the Exchange Offers into the Exchange Agent’s account at DTC prior to the Expiration Date.

Any financial institution that is a nominee of DTC, including CDS, Euroclear and Clearstream, must tender Existing Notes by effecting a book-entry transfer of Existing Notes to be tendered in the Exchange Offers into the account of the Exchange Agent at DTC by electronically transmitting its acceptance of the Exchange Offers through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, that states that DTC has received an express acknowledgement from an organization that participates in DTC (a “participant”) tendering Existing Notes, that the participant has received and agrees to be bound by the terms of the letter of transmittal and that Newmont may enforce the agreement against the participant. The letter of transmittal need not accompany tenders effected through ATOP; provided that all holders of the Existing Notes located in Canada are required to complete, sign and submit the Canadian Eligibility Form (which is attached as Annex A to the letter of transmittal) to the Exchange Agent, regardless of whether such holders are submitting the letter of transmittal or executing their tenders through DTC’s ATOP procedures.

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Conditions to the Exchange Offers

Notwithstanding any other provisions of the Exchange Offers, we will not be required to accept for exchange, or to issue the Registered Notes in exchange for, any of the Existing Notes and may terminate or amend the Exchange Offers, if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offers would violate applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not accept for exchange any Existing Notes tendered, and no Registered Notes will be issued in exchange for any such Existing Notes, if at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act.

We reserve the right to terminate or amend the Exchange Offers at any time prior to the Expiration Date upon the occurrence of any of the foregoing events.

In addition, we will not be obligated to accept for exchange the Existing Notes of any holder that has not made to us the representations described in the Letter of Transmittal and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the Registered Notes under the Securities Act.

The foregoing conditions are for our sole benefit and may be waived by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. The rights described in the prior paragraphs are ongoing rights which we may assert at any time and from time to time.

Proper Execution and Delivery of the Letter of Transmittal

Signatures on the letter of transmittal or notice of withdrawal described under “—Withdrawal,” as the case may be, must be guaranteed by an eligible guarantor institution unless the Existing Notes tendered pursuant to the letter of transmittal are tendered for the account of an eligible guarantor institution. An “eligible guarantor institution” is one of the following firms or other entities identified in Rule 17Ad-15 under the Exchange Act (as such terms are used in Rule 17Ad-15):

· a bank;

· a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

· a credit union;

· a national securities exchange, registered securities association or clearing agency; or

· a savings association.

If signatures on the letter of transmittal or notice of withdrawal are required to be guaranteed, that guarantee must be made by an eligible guarantor institution.

If the letter of transmittal is signed by the holders of Existing Notes tendered thereby, the signatures must correspond with the names as written on the face of the Existing Notes without any change whatsoever. If any of the Existing Notes tendered thereby are held by two or more holders, each holder must sign the letter of transmittal. If any of the Existing Notes tendered thereby are registered in different names on different Existing Notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

If Existing Notes that are not tendered for exchange pursuant to the Exchange Offers are to be returned to a person other than the tendering holder, certificates for those Existing Notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible guarantor institution.

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If the letter of transmittal is signed by a person other than the holder of any Existing Notes set forth in the letter of transmittal, such Existing Notes must be properly endorsed or accompanied by a properly completed bond power, signed by the holder exactly as the holder’s name appears on such Existing Notes and signatures on such Existing Notes must be guaranteed by an eligible guarantor institution. If the letter of transmittal or any Existing Notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Newmont, evidence satisfactory to Newmont of their authority to so act must be submitted with the letter of transmittal.

No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal, or a facsimile thereof, the tendering holder of Existing Notes waives any right to receive any notice of the acceptance for exchange of their Existing Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing Existing Notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Existing Notes not tendered or exchanged will be returned to the tendering holder.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Existing Notes will be determined by Newmont in its sole discretion, which determination will be final and binding. Newmont reserves the absolute right to reject any and all tendered Existing Notes determined by Newmont not to be in proper form or not to be tendered validly or any tendered Existing Notes acceptance of which by Newmont would, in the opinion of Newmont’s counsel, be unlawful. Newmont also reserves the right to waive, in its sole discretion, any defects, irregularities or conditions of tender as to particular Existing Notes, whether or not waived in the case of other Existing Notes. Newmont’s interpretation of the terms and conditions of the Exchange Offers, including the terms and instructions in the letter of transmittal and consent, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within the time Newmont determines. Although Newmont intends to notify holders of Existing Notes of defects or irregularities with respect to tenders of Existing Notes, none of Newmont, the Exchange Agent, or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Existing Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

Any holder whose Existing Notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for indemnifying the Trustee in a manner satisfactory to it. Holders may contact the Exchange Agent for assistance with these matters.

Withdrawal

You can withdraw your tender of Existing Notes at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Tenders of any series of Existing Notes in the Exchange Offers may be validly withdrawn at any time prior to the applicable Withdrawal Deadline, but will thereafter be irrevocable, even if Newmont otherwise extends the Exchange Offers beyond the Expiration Date, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable, except in the limited circumstances where additional withdrawal rights are required by law.

For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent prior to the Withdrawal Deadline at its address listed below under “— Exchange Agent.” The withdrawal notice must:

· specify the name of the tendering holder of Existing Notes;

· bear a description of the Existing Notes to be withdrawn;

· specify, in the case of Existing Notes tendered by delivery of certificates for such Existing Notes, the certificate numbers shown on the particular certificates evidencing such Existing Notes;

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· specify the aggregate principal amount represented by those Existing Notes;

· specify, in the case of Existing Notes tendered by delivery of certificates for such Existing Notes, the name of the registered holder, if different from that of the tendering holder, or specify, in the case of Existing Notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Existing Notes; and

· be signed by the holder of those Existing Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to Newmont that the person withdrawing the tender has succeeded to the beneficial ownership of those Existing Notes.

The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Existing Notes have been tendered for the account of an eligible guarantor institution.

Withdrawal of tenders of Existing Notes may not be rescinded, and any Existing Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offers. Validly withdrawn Existing Notes may, however, be retendered by again following the procedures described in “—Procedures for Tendering” above prior to the Expiration Date.

Resale of the Registered Notes

Under existing interpretations of the Staff of the SEC contained in several no-action letters to third parties, the Registered Notes would in general be freely transferable by holders thereof (other than affiliates of us) after the Exchange Offers without further registration under the Securities Act (subject to certain representations required to be made by each holder of Existing Notes participating in the Exchange Offers, as set forth below). The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, the Morgan Stanley & Co. Incorporated letter, which was made available by the SEC on June 5, 1991, the K-111 Communications Corporation letter, which was made available by the SEC on May 14, 1993, and the Shearman & Sterling letter, which was made available by the SEC on July 2, 1993. Neither Newmont nor Newmont USA, nor any of their affiliates, have entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offers and, to the best of our information and belief, each person participating in the Exchange Offers is (i) neither an “affiliate” of Newmont or Newmont USA within the meaning of Rule 405 under the Securities Act, nor a broker-dealer acquiring the securities in exchange for securities acquired directly from Newmont or Newmont USA for its own account, (ii) acquiring the securities in its ordinary course of business, and (iii) is not engaged in, and does not intend to engage in, the distribution of the securities to be received in the Exchange Offers and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offers.

However, any holder of Existing Notes who is an “affiliate” of ours or who intends to participate in the Exchange Offers for the purpose of distributing the Registered Notes:

· will not be able to rely on such SEC interpretation;

· will not be able to tender its Existing Notes in the Exchange Offers; and

· must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of Existing Notes unless such sale or transfer is made pursuant to an exemption from those requirements.

We acknowledge that such secondary resale transactions should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

By executing, or otherwise becoming bound by, the letter of transmittal, each holder of the Existing Notes will represent that:

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· it is not an affiliate of ours;

· it is not a broker-dealer tendering notes acquired directly from us for its own account;

· the Registered Notes to be received by it will be acquired in the ordinary course of its business; and

We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the Exchange Offers, and there can be no assurance that the SEC staff would make a similar determination with respect to the Registered Notes as it has made in previous no-action letters.

In addition, in connection with any resales of those Existing Notes, each exchanging broker-dealer, as defined below, receiving the Registered Notes for its own account in exchange for the Existing Notes, where such Existing Notes were acquired by such exchanging dealer as a result of market-making activities or other trading activities, must acknowledge that it may be a statutory underwriter and that it must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. See “Plan of Distribution.”

The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Registered Notes, other than a resale of an unsold allotment from the original sale of the Existing Notes, by delivery of the prospectus contained in the Exchange Offers registration statement.

Absence of Appraisal and Dissenters’ Rights

Holders of the Existing Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers.

Acceptance of Existing Notes for Exchange and Delivery of Registered Notes

On the Settlement Date, the Registered Notes to be issued in exchange for the Existing Notes tendered and accepted in the Exchange Offers will be delivered in book-entry form.

Newmont will be deemed to accept the Existing Notes that have been validly tendered by holders and that have not been validly withdrawn before the Withdrawal Deadline as provided in this prospectus when, and if, Newmont gives oral or written notice of acceptance to the Exchange Agent. Following receipt of that notice by the Exchange Agent and subject to the terms and conditions of the Exchange Offers, delivery of the Registered Notes will be made by the Exchange Agent on the Settlement Date. The Exchange Agent will act as agent for tendering holders of Existing Notes for the purpose of receiving Existing Notes and transmitting Registered Notes as of the Settlement Date. If any tendered Existing Notes are not accepted for any reason described in the terms and conditions of the Exchange Offers, such unaccepted Existing Notes will be returned without expense to the tendering holders promptly after the expiration or termination of the Exchange Offers.

If, for any reason, acceptance for exchange of tendered Existing Notes, or issuance of Registered Notes in exchange for validly tendered Existing Notes, pursuant to the applicable Exchange Offer is delayed, or Newmont is unable to accept tendered Existing Notes for exchange or to issue Registered Notes in exchange for validly tendered Existing Notes pursuant to the Exchange Offers, then the Exchange Agent may, nevertheless, on behalf of Newmont, retain the tendered Existing Notes, without prejudice to the rights of Newmont described under “—Expiration Date; Extensions; Termination; Amendments” and “—Conditions to the Exchange Offers” and “—Withdrawal” above, but subject to Rule 14e-1 under the Exchange Act, which requires that Newmont return the Existing Notes tendered promptly after the termination or withdrawal of any exchange offer, and the tendered Existing Notes may not be withdrawn.

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Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the Exchange Agent for the Exchange Offers. Letters of transmittal and all other correspondence in connection with the Exchange Offers, including questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal, should be sent or delivered by each holder of the Existing Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the Exchange Agent at the address set forth below:

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations - Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Tiffany Castor Email: [email protected]

By Facsimile Transmission (eligible institutions only): (732) 667-9408

For Information or Confirmation by Telephone: (315) 414-3034

Holders of Existing Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offers. Newmont will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Solicitation of Tenders; Fees and Expenses

We have not retained any dealer-manager or similar agent in connection with the Exchange Offers and we will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offers. We will, however, pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for actual and reasonable out-of-pocket expenses.

Newmont will bear the expenses of soliciting tenders of the Existing Notes. Solicitations of holders may be made by mail, e-mail, telephone, facsimile transmission, in person and otherwise by any Exchange Agent as well as by Newmont officers and other employees and those of Newmont affiliates. No additional compensation will be paid to any officers or employees who engage in soliciting exchanges.

Holders tendering their Existing Notes accepted in the Exchange Offers will not be obligated to pay brokerage commissions or fees to Newmont, the Exchange Agent or, except as set forth below, to pay transfer taxes with respect to the exchange of their Existing Notes. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

The Exchange Offers are not being made to, nor will tenders be accepted from or on behalf of, holders of Existing Notes in any jurisdiction in which the making of the Exchange Offers or the acceptance would not be in compliance with the laws of the jurisdiction.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of Existing Notes in the Exchange Offers unless you instruct Newmont to issue or cause to be issued Registered Notes, or request that Existing Notes not tendered or accepted in the Exchange Offers be returned, to a person other than the tendering holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

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If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder and/or withheld from any amounts due with respect to the Existing Notes tendered by such holder.

Consequences of Failure to Exchange

As a consequence of the offer or sale of the Existing Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of Existing Notes who do not exchange Existing Notes for Registered Notes in the Exchange Offers will continue to be subject to the restrictions on transfer of the Existing Notes. In general, the Existing Notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Upon completion of the Exchange Offers, due to the restrictions on transfer of the Existing Notes and the absence of similar restrictions applicable to the Registered Notes, it is highly likely that the market, if any, for Existing Notes will be relatively less liquid than the market for Registered Notes. Consequently, holders of Existing Notes who do not participate in the Exchange Offers could experience significant diminution in the value of their Existing Notes compared to the value of the Registered Notes.

NONE OF NEWMONT, GOLDCORP OR THE TRUSTEE WITH RESPECT TO THE REGISTERED NOTES, THE EXCHANGE AGENT, OR ANY AFFILIATE OF ANY OF THEM, MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS OF THE EXISTING NOTES SHOULD EXCHANGE THEIR EXISTING NOTES FOR REGISTERED NOTES IN RESPONSE TO THE EXCHANGE OFFERS.

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USE OF PROCEEDS

The Exchange Offers are intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated by this prospectus, we will receive, in exchange, an equal principal amount of the corresponding series of Existing Notes. Existing Notes surrendered in exchange for Registered Notes will be retired and cannot be reissued.

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DESCRIPTION OF OTHER INDEBTEDNESS

Newmont Existing Revolving Credit Facility

In April 2019, the Company entered into a $3.0 billion revolving credit facility (the “Revolving Credit Facility”) with a syndicate of financial institutions expiring in April 2024. The Revolving Credit Facility provides for borrowings in U.S. dollars and contains a letter of credit sub-facility. The fees on the Revolving Credit Facility vary based on the credit ratings of our senior, uncollateralized, non-current debt. Borrowings under the Revolving Credit Facility bear interest at a market based rate plus a margin determined by reference to our credit ratings. As of June 1, 2019, Newmont had no borrowings outstanding under the Revolving Credit Facility. There were $71 million of letters of credit outstanding under the letter of credit sub-facility as of June 1, 2019.

LC Facility Agreement

In September 2013, Newmont entered into a Letter of Credit Facility Agreement (the “LC Facility Agreement”) with BNP Paribas, New York Branch. The LC Facility Agreement established a $175 million letter of credit facility for a three year period to support reclamation obligations. In 2017, the LC Facility Agreement was extended to September 30, 2020. The LC Facility Agreement had a balance of $172 million as of March 31, 2019.

Senior Notes

As of March 31, 2019, Newmont had $4,046 million in aggregate principal amount of senior notes outstanding. All outstanding senior notes are unsecured and rank equally with one another and other senior unsecured indebtedness of Newmont. The following table sets forth the aggregate principal amount of each series of senior notes outstanding as of March 31, 2019.

(in millions) 2019 Senior Notes, net(1) $ 626

2022 Senior Notes, net(1) 987

2035 Senior Notes, net(1) 594

2039 Senior Notes, net(1) 859

2042 Senior Notes, net(1) 984

Total $ 4,050

(1) Represents the aggregate principal amount, net of any debt issuance costs or discounts.

Debt Covenants

The Revolving Credit Facility and Newmont’s senior notes contain various covenants and default provisions, including payment defaults, limitation on liens, leases, sales and leaseback agreements and merger restrictions.

The Revolving Credit Facility contains a financial ratio covenant requiring us to maintain a net debt (total debt net of cash and cash equivalents) to total capitalization ratio of less than or equal to 62.5% in addition to the covenants noted above. Furthermore, the Revolving Credit Facility contains a covenant limiting the incurrence of liens, a covenant limiting mergers, consolidations and the sale of all or substantially all of Newmont’s assets and certain change of control provisions.

As of March 31, 2019, Newmont and its related entities were in compliance with all of the debt covenants and provisions related to potential defaults.

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DESCRIPTION OF THE REGISTERED NOTES

General

The Existing Notes of each series were, and the Registered Notes of each series will be, issued under an indenture, dated as of April 22, 2019 (the “Indenture”), by and among Newmont, Newmont USA, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The terms of the Existing Notes of each series and the Registered Notes of each series will include those expressly set forth in the Indenture and those made part of the Indenture by reference therein to the Trust Indenture Act. Each series of Registered Notes, when issued, will be part of the same series of corresponding Existing Notes under the Indenture. References to “the Notes” include the Existing Notes and the Registered Notes. The Existing Notes constitute, and the Registered Notes will constitute, debt securities issued under the Indenture.

Although, for convenience, the 3.625% 2021 Notes (the “2021 Notes”), the 3.700% 2023 Notes (the “2023 Notes”) and the 5.450% 2044 Notes (the “2044 Notes”) are referred to collectively as the “Notes,” they were issued, and will be issued, each as a separate series and will not together have any class voting or other rights. All references in this “Description of the Registered Notes” to the Notes and to holders of the Notes mean (i) in the case of the 2021 Notes, the Registered 2021 Notes and the holders of the Registered 2021 Notes together with the Existing 2021 Notes and the holders of Existing 2021 Notes, (ii) in the case of the 2023 Notes, the Registered 2023 Notes and the holders of the Registered 2023 Notes, together with the Existing 2023 Notes and the holders of the Existing 2023 Notes and (iii) in the case of the 2044 Notes, the Registered 2044 Notes and the holders of the Registered 2044 Notes, together with the Existing 2044 Notes and the holders of the Existing 2044 Notes.

The following description of certain provisions of the Indenture does not purport to be complete and is subject, and is qualified in its entirety by reference, to all of the provisions of the Indenture, including the definitions therein of certain terms, and to the Registered Notes. We urge you to read the Indenture and the Notes because they contain additional information and they, and not this description, define your rights as a holder of the Notes. Copies of the Indenture and forms of the Registered Notes will be made available without charge upon request in writing to us at the address set forth under “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.” For purposes of this “Description of the Registered Notes,” references to “Newmont,” “we,” “us,” or “our” refer only to Newmont and do not include any of its current or future subsidiaries, unless the context otherwise requires.

The Registered Notes will have terms identical in all material respects to the Existing Notes of the same series, except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series.

The 2021 Notes will mature on June 9, 2021. The 2023 Notes will mature on March 15, 2023. The 2044 Notes will mature on June 9, 2044. The Notes of each series will be issued only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Notes are senior unsecured obligations of Newmont. The Notes will rank equally in right of payment with all of Newmont’s other senior unsecured indebtedness, rank effectively junior to any of Newmont’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities of Newmont’s nonguarantor subsidiaries.

The Subsidiary Guarantor guarantees (the “Subsidiary Guarantees”) on a senior unsecured basis the full and punctual payment of the principal of, and any interest on, the Notes, when and as these payments become due and payable, whether at maturity, declaration of acceleration or otherwise. The Subsidiary Guarantees rank senior in right of payment to all of the indebtedness of the Subsidiary Guarantor that is expressly subordinated in right of payment to the Subsidiary Guarantees, rank equally in right of payment with all of the unsecured indebtedness and liabilities of the Subsidiary Guarantor that are not so subordinated and rank effectively junior to any secured indebtedness of the Subsidiary Guarantor, to the extent of the value of the assets securing such indebtedness.

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Further Issues

We may, without the consent of the then existing holders of the Notes of a series, “reopen” the series and issue additional notes in an unlimited amount, which additional notes will have the same terms as the Notes of the same series offered hereby except for the issue price, issue date and, in certain circumstances, the first interest payment date and the first date from which interest will accrue; provided that, if any additional notes of a series are not fungible with the Notes of the same series offered hereby for United States federal income tax purposes, such additional notes will be issued as a separate series under the Indenture and will have a separate CUSIP number from the applicable series of Notes.

Form, Transfer and Exchange

The Registered Notes of each series will be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. At the option of the holder, subject to the terms of the Indenture and the limitations applicable to global securities, the Notes of each series will be exchangeable for other securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount.

Subject to the terms of the Indenture, the Notes may be presented for exchange as provided herein or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the registrar or at the office of any transfer agent designated by Newmont for such purpose. No service charge is made for any registration of transfer or exchange of the Notes, but Newmont may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange is effected upon the registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. Newmont has appointed the Trustee to act as registrar and transfer agent. Newmont may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts; provided that Newmont will be required to maintain a transfer agent in each place of payment for each series of the Notes.

If any series of the Notes, or of any series and specified tenor, is to be redeemed in part, Newmont is not required to:

· issue, register the transfer of or exchange any of the Notes of such series, or of such series and specified tenor, as the case may be, during a period beginning at the opening of business 15 days before the day of transmitting of a notice of redemption for any such Notes that may be selected for redemption and ending at the close of business on the day of such transmission; or

· register the transfer of or exchange any of the Notes so selected for redemption, in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.

Payment and Paying Agents

Payment of interest on the Notes on any interest payment date will be made to the person in whose name such Notes are registered at the close of business on the regular record date for such interest payment.

Principal of, and any premium and interest on, the Notes will be payable at the office of such paying agent or paying agents as Newmont may designate for such purpose from time to time, except that, at the option of Newmont, payment of any interest may be made by wire transfer in accordance with wire instructions set forth in the security register. The Trustee will initially be designated as Newmont’s sole paying agent for payments with respect to the Notes of each series. Newmont may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that Newmont will be required to maintain a paying agent in each place of payment for each series of the Notes.

All moneys paid by Newmont to a paying agent for the payment of the principal of, or any premium or interest on, any of the Notes which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to Newmont, and the holder of such Notes thereafter may look only to Newmont for payment thereof.

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Interest

Newmont pays interest on the 2021 Notes at a rate of 3.625% per annum and on the 2044 Notes at a rate of 5.450% per annum, in each case, semi-annually in arrears on June 9 and December 9 of each year, commencing, in the case of the Registered Notes, on December 9, 2019, to the persons in whose names the Notes are registered at the close of business on May 25 or November 25, as the case may be (whether or not a business day), immediately preceding the relevant interest payment date. Newmont will pay interest on the 2023 Notes at a rate of 3.700% per annum, semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2019, to the persons in whose names the Notes are registered at the close of business on March 1 or September 1, as the case may be (whether or not a business day), immediately preceding the relevant interest payment date.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each series of the Notes will accrue from (and including) the most recent date on which interest has been paid or duly provided for on the corresponding series of Existing Notes.

If any interest payment date falls on a day that is not a business day, the interest payment will be postponed to the next day that is a business day, and no interest on such payment will accrue for the period from and after such interest payment date to such date of payment. If the maturity date of any series of the Notes falls on a day that is not a business day, the payment of principal of, and any interest on, such series of the Notes may be made on the next succeeding business day, and no interest on such payment will accrue for the period from and after the maturity date to such date of payment.

As used in this “Description of the Registered Notes,” “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or executive order to close in the City of New York.

Optional Redemption

The Notes may be redeemed, in whole or in part, at Newmont’s option at any time or from time to time. Newmont will notify the Trustee of its decision to redeem the Notes, in whole or in part, as provided in the Indenture. Prior to (i) April 9, 2021 (two months prior to the maturity date of the 2021 Notes) in the case of the 2021 Notes, (ii) December 15, 2022 (three months prior to the maturity date of the 2023 Notes) in the case of the 2023 Notes and (iii) December 9, 2043 (six months prior to the maturity date of the 2044 Notes) in the case of the 2044 Notes, the Notes of each series will be redeemable at a redemption price calculated by Newmont equal to the greater of the following amounts:

· 100% of the principal amount of the Notes of such series being redeemed on the applicable redemption date; or

· the sum of the present values of the remaining scheduled payments of principal of, and interest on, the Notes of such series being redeemed on such redemption date (not including any portion of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis at the Treasury Rate (as defined below), as determined by the Reference Treasury Dealer (as defined below), plus 25 basis points for each of the 2021 Notes and the 2023 Notes or 35 basis points for the 2044 Notes, plus, in each case, accrued and unpaid interest, if any, on the Notes of such series to (but not including) such redemption date.

At any time on or after April 9, 2021 (two months prior to the maturity date of the 2021 Notes), the 2021 Notes will be redeemable, in whole or in part, at Newmont’s option at any time or from time to time, at a redemption price calculated by Newmont equal to 100% of the principal amount of the 2021 Notes to be redeemed plus accrued and unpaid interest, if any, on the 2021 Notes to (but not including) the redemption date. At any time on or after December 15, 2022 (three months prior to the maturity date of the 2023 Notes), the 2023 Notes will be redeemable, in whole or in part, at Newmont’s option at any time or from time to time, at a redemption price calculated by Newmont equal to 100% of the principal amount of the 2023 Notes to be redeemed plus accrued and unpaid interest, if any, on the 2023 Notes to (but not including) the redemption date. At any time on or after December 9, 2043 (six months prior to the maturity date of the 2044 Notes), the 2044 Notes will be redeemable, in whole or in part, at

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Newmont’s option at any time or from time to time, at a redemption price calculated by Newmont equal to 100% of the principal amount of the 2044 Notes to be redeemed plus accrued and unpaid interest, if any, on the 2044 Notes to (but not including) the redemption date.

Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture.

Newmont will send notice of redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of the Notes to be redeemed. Any such notice of redemption may, in Newmont’s discretion, be subject to the satisfaction of one or more conditions precedent. Once notice of redemption is sent, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price plus accrued and unpaid interest, if any, on the Notes redeemed to the redemption date.

For purposes of the foregoing discussion of an optional redemption, the following definitions are applicable:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by the Reference Treasury Dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Quotation.

“Independent Investment Banker” means Citigroup Global Markets Inc. or J.P. Morgan Securities LLC and their respective successors or, if all of such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by us.

“Reference Treasury Dealer” means (A) Citigroup Global Markets Inc. or J.P. Morgan Securities LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)), and their respective successors; provided, however, that, if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

On and after the redemption date, the Notes will cease to bear interest (unless Newmont defaults in the payment of the redemption price and accrued interest). On or before the redemption date, Newmont will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of, and accrued interest on, the Notes to be redeemed on such redemption date. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected in accordance with applicable procedures of the applicable depositary.

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Change of Control Repurchase Event

If a change of control repurchase event occurs in respect of the Notes, unless Newmont has exercised its right to redeem all of the Notes as described under “—Optional Redemption,” Newmont will be required to make an offer to each holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase. Within 30 days following any change of control repurchase event or, at Newmont’s option, prior to any change of control, but after the public announcement of the proposed change of control, Newmont will transmit, or cause to be transmitted, a notice to the Trustee and each holder, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, other than as may be required by law. The notice will, if transmitted prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. Holders of the Notes electing to have their Notes purchased pursuant to a change of control repurchase event offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the repurchase payment date.

Newmont will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a change of control repurchase event. To the extent that the provisions of any applicable securities or corporate laws or regulations conflict with the change of control repurchase event provisions of the Notes, Newmont will comply with the applicable securities or corporate laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the Notes by virtue of such conflict.

On the repurchase date following a change of control repurchase event, Newmont will, to the extent lawful:

· accept for payment all of the Notes or portions of the Notes validly tendered (and not validly withdrawn) pursuant to a change of control repurchase event offer;

· deposit with the paying agent an amount equal to the aggregate purchase price in respect of all of the Notes or portions of the Notes validly tendered (and not validly withdrawn); and

· deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by Newmont.

The paying agent will promptly transmit to each holder of Notes validly tendered (and not validly withdrawn) the purchase price for the Notes (or make payment through the depositary), and the Trustee will promptly authenticate and cause to be transferred by book-entry to each holder new Notes equal in principal amount to any unpurchased portion of any Notes surrendered; provided that new Notes will be in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.

Newmont will not be required to make an offer to repurchase the Notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements applicable to an offer made by Newmont, and such third party purchases all Notes validly tendered (and not validly withdrawn) pursuant to its offer.

For purposes of the foregoing discussion of a change of control repurchase event, the following definitions are applicable:

“change of control” means the occurrence of any of the following:

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(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Newmont and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Newmont or one of its subsidiaries;

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a subsidiary of Newmont) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting stock of Newmont or other voting stock into which Newmont’s voting stock is reclassified, consolidated, exchanged or changed measured by voting power rather than by number of shares;

(3) Newmont consolidates with, or merges with, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates with, or merges with or into, Newmont, in any such event pursuant to a transaction in which any of the outstanding voting stock of Newmont or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of Newmont outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of Newmont’s board of directors are not continuing directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of Newmont.

Notwithstanding the foregoing, a transaction is not deemed to involve a change of control if (i) Newmont becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Newmont’s voting stock immediately prior to that transaction or (B) immediately following that transaction, no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

The definition of change of control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of Newmont’s and its subsidiaries’ assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require Newmont to repurchase such holder’s Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of Newmont’s and its subsidiaries’ assets taken as a whole to another person or group may be uncertain.

“change of control repurchase event” means, with respect to a change of control and provided the Notes carry an investment grade rating from both rating agencies immediately prior to the first public announcement of the occurrence of the change of control or of the intention of Newmont to effect the change of control, the Notes are rated below an investment grade rating by both rating agencies on any date within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the rating agencies) after the earlier of the occurrence of the change of control and the first public announcement of the intention to effect the change of control; provided that a change of control purchase event shall be deemed not to have occurred if (i) a rating agency that has reduced its rating of the Notes below an investment grade rating during that period does not announce or publicly confirm or inform Newmont that the reduction was the result, in whole or in part, of any event or circumstance comprised or arising as a result of the applicable change of control (regardless of whether that change of control shall then have occurred) or (ii) a rating of the Notes by one of the rating agencies is within that period subsequently upgraded to an investment grade rating. For greater certainty, a change of control repurchase event will be deemed not to have occurred in connection with any particular change of control unless and until that change of control has actually been consummated.

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“continuing director” means, as of any date of determination, any member of the board of directors of Newmont who:

(1) was a member of such board of directors on April 22, 2019; or

(2) was nominated for election, elected or appointed to such board of directors with the approval of a majority of the continuing directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of Newmont’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“investment grade rating” means (i) a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), (ii) a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and (iii) the equivalent investment grade rating from any additional rating agency or rating agencies selected by Newmont as a replacement rating agency or replacement ratings agencies.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“rating agency” means each of Moody’s and S&P; provided that, if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of Newmont’s control, Newmont may select (as certified by a resolution of Newmont’s board of directors)

a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors. “voting stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The change of control repurchase event feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of Newmont and, thus, the removal of incumbent management. Subject to the limitations discussed below, Newmont could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control repurchase event under the Notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect Newmont’s capital structure or credit ratings on the Notes. Restrictions on Newmont’s ability to incur liens are contained in the covenants as described under “— Certain Covenants—Limitation on Liens.”

We may not have sufficient funds to repurchase all of the Notes upon a change of control repurchase event. See “Risk Factors—Risks Relating to the Notes—We may be unable to repurchase the Registered Notes upon a change of control repurchase event.”

Certain Covenants

The Indenture requires Newmont and its Restricted Subsidiaries (as defined below) to comply with certain covenants, some of which are described below.

Certain Definitions

“Attributable Debt” means, with respect to any lease under which Newmont is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by Newmont under such lease during the remaining term thereof, discounted from the respective due dates thereof to such date at the rate of interest per annum implicit in the terms of such lease (as determined by any two of the following: the chair of the board of directors of Newmont, the president, the chief executive officer, any executive vice president, any senior vice president, the treasurer, the controller or the secretary of Newmont) compounded semi-annually. The net amount of rent required to be paid under any such lease for any such period shall be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease

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“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current maturities of long- term indebtedness and capital lease obligations) and (ii) all goodwill, all as shown in the most recent consolidated balance sheet of Newmont and its Subsidiaries computed in accordance with generally accepted accounting principles.

“Funded Debt” means all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower.

“Principal Property” means any mine, together with any fixtures comprising a part thereof, and any plant or other facility, together with any land upon which such plant or other facility is erected and fixtures comprising a part thereof, used primarily for mining or processing, in each case, located in the United States and the net book value of which on the date as of which the determination is being made exceeds 5% of Consolidated Net Tangible Assets; provided that “Principal Property” shall not include (i) any mine, plant or facility which, in the opinion of the board of directors of Newmont, is not of material importance to the total business conducted by Newmont and its Subsidiaries as an entirety or (ii) any portion of a particular mine, plant or facility which, in the opinion of Newmont is not of material importance to the use or operation of such mine, plant or facility.

“Restricted Subsidiary” means any Subsidiary (i) substantially all of the property of which is located, or substantially all of the business of which is carried on, within the United States and (ii) which owns a Principal Property; provided that Restricted Subsidiary shall not include any Subsidiary the primary business of which consists of financing operations in connection with leasing and conditional sales transactions on behalf of Newmont and its Subsidiaries, and/or purchasing accounts receivable and/or making loans secured by accounts receivable or inventory, or which is otherwise primarily engaged in the business of a finance company.

“Subsidiary” of Newmont means (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by Newmont, by Newmont and one or more Subsidiaries of Newmont or by one or more Subsidiaries of Newmont or (ii) any other Person (other than a corporation) in which Newmont, one or more Subsidiaries of Newmont or Newmont and one or more Subsidiaries of Newmont, directly or indirectly, at the date of determination thereof, has greater than a 50% ownership interest.

Limitation on Liens

The Indenture prohibits Newmont and any of its Restricted Subsidiaries from incurring, issuing, assuming or guaranteeing any indebtedness for money borrowed or any indebtedness evidenced by notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“Debt”) secured by pledge of, or mortgage, deed of trust or other lien on, any Principal Property owned by Newmont or any Restricted Subsidiary, or any shares of stock or other ownership interests or Debt of any Restricted Subsidiary held by Newmont or any Restricted Subsidiary (collectively, “Mortgages”), without securing all outstanding series of the Notes under the Indenture equally and ratably with (or prior to) the secured Debt to be incurred, issued, assumed or guaranteed. This restriction does not apply if the sum of the following does not exceed 10% of Consolidated Net Tangible Assets:

· the aggregate principal amount of such secured Debt;

· all secured Debt which would otherwise be prohibited; and

· all of the Attributable Debt of Newmont and its Restricted Subsidiaries in respect of sale and

· leaseback transactions which would otherwise be prohibited by the covenant limiting sale and

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· leaseback transactions described below.

The restriction described above also does not apply to Debt secured by the following:

· Mortgages on property of, or on any shares of stock or other ownership interests or Debt of, any corporation or any other entity existing at the time such corporation or entity becomes a Restricted Subsidiary;

· Mortgages to secure indebtedness of a Restricted Subsidiary to Newmont or to another Restricted Subsidiary;

· Mortgages for taxes, assessments or governmental charges or levies (i) that are not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings;

· Mortgages of materialmen, mechanics, carriers, workmen, repairmen, landlords or other like Mortgages, or deposits to obtain the release of these Mortgages;

· Mortgages arising under an order of attachment or restraint or similar legal process so long as the execution or enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith;

· Mortgages to secure (i) to secure public or statutory obligations, (ii) to secure payment of workmen’s compensation, (iii) to secure performance in connection with tenders, leases of real property, bids or contracts or (iv) to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes;

· Mortgages in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute (including Debt of the Pollution Control or Industrial Revenue Bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;

· Mortgages on property (including any lease which should be capitalized on the lessee’s balance sheet in accordance with generally accepted accounting principles), shares of stock or other ownership interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation or through purchase or transfer of the properties of a corporation or any other entity as an entirety or substantially as an entirety) or to secure the payment of all or any part of the purchase price or construction cost or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within one year after, the acquisition of such property or shares or other ownership interests or Debt or the completion of any such construction (including any improvements on an existing property) or the commencement of commercial operation of such property, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof;

· Mortgages existing at the date of the Indenture; and

· any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage enumerated above; provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not increased.

The restrictions discussed above also do not apply to (i) any gold-based loan or forward sale arrangement and (ii) any Mortgage upon property owned or leased by Newmont or any Restricted Subsidiary or in which Newmont or any Restricted Subsidiary owns an interest to secure Newmont’s or a Restricted Subsidiary’s proportionate share of any payments required to be made to any person incurring the expense of developing, exploring, or conducting operations for the recovery, processing or sale of the mineral resources of such owned or leased property.

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Limitation on Sales and Leasebacks

The Indenture prohibits Newmont and any of its Restricted Subsidiaries from entering into any arrangement with any third party lender or investor pursuant to which Newmont or any Restricted Subsidiary leases for a period, including renewals, in excess of three years, any Principal Property if Newmont or the Restricted Subsidiary sold or will sell or transfer the Principal Property more than 270 days after the acquisition of the Principal Property or after completion of construction and commencement of full operation of the Principal Property, to such third party lender or investor or to any person to whom funds have been or will be advanced by such third party lender or investor on the security of the Principal Property (a “sale and lease-back transaction”), unless:

· Newmont or such Restricted Subsidiary could create Debt secured by a Mortgage on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to the provisions of the covenant under “Limitation on Liens” above; or

· Newmont applies within 180 days after the sale or transfer an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to the arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of entering into the arrangement to:

(a) the purchase of different property, facilities or equipment which has a value at least equal to the net proceeds of the sale; or

(b) the retirement of Funded Debt of Newmont or any Restricted Subsidiary (other than as a result of payment at maturity or pursuant to any mandatory sinking fund or prepayment provision).

The amount to be applied to the retirement of Funded Debt of Newmont will be reduced by:

· the principal amount of the Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation;

· if the Notes of any series were issued with original issue discount or provide that an amount other than the face value is or may be payable upon maturity or a declaration of acceleration, the amount as may be due and payable with respect to such series of the Notes pursuant to the Indenture delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation; and

· the principal amount of Funded Debt, other than the Notes, voluntarily retired by Newmont within 180 days after such sale or transfer.

Consolidation, Merger, Conveyance, Transfer or Lease

Newmont shall not consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to any person (a “successor person”) and shall not permit any person to consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, Newmont, unless:

(1) the successor person is a corporation, partnership or trust organized and validly existing under the laws of any domestic jurisdiction and expressly assumes Newmont’s obligations under the Notes and the Indenture;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of Newmont or any Subsidiary as a result of such transaction as having been incurred by Newmont or such Subsidiary at the time of such transaction, no Event of Default (as defined in the Indenture), and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(3) certain other conditions are satisfied.

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Events of Default

Each of the following constitute an “Event of Default” under the Indenture with respect to any series of the Notes:

(a) failure to pay principal of, or any premium on, the Notes of such series when due;

(b) failure to pay any interest on the Notes of such series when due, continued for 30 days;

(c) failure to perform, or breach of, any other covenant of Newmont in the Indenture, continued for 90 days after written notice has been given to Newmont by the Trustee or to Newmont and the Trustee by the holders of at least 25% in principal amount of the then outstanding Notes of such series as provided in the Indenture;

(d) default by Newmont or the Subsidiary Guarantor with respect to any indebtedness (other than indebtedness under the Notes) of any one or both of Newmont and the Subsidiary Guarantor in an aggregate principal amount exceeding $75,000,000 (i) resulting in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise, if such indebtedness has not been discharged, or such acceleration has not been rescinded or annulled;

(e) certain events in bankruptcy, insolvency or reorganization of Newmont or the Subsidiary Guarantor; and

(f) except as permitted by the Indenture, (i) the Subsidiary Guarantees shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or (ii) the Subsidiary Guarantor shall deny or disaffirm its obligation under the Subsidiary Guarantees.

If an Event of Default (other than an Event of Default described in clause (e) above) with respect to any series of the Notes at the time outstanding shall occur and be continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series by notice as provided in the Indenture may declare the principal amount of all of the Notes of such series to be due and payable immediately.

If an Event of Default described in clause (e) above with respect to any series of the Notes at the time outstanding shall occur, the principal amount of all of the Notes of such series will automatically, and without any declaration or action by the Trustee or any holder, become immediately due and payable. After any such declaration or acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the holders of a majority in aggregate principal amount of the then outstanding Notes of such series may, under certain circumstances, rescind and annul such declaration if all Events of Default with respect to the Notes of such series, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the Indenture. See “—Modifications, Amendments and Waivers.”

Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the Trustee indemnity satisfactory to the Trustee. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the then outstanding Notes of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes of such series.

No holder of a Note of any series has any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:

(1) such holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of such series;

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(2) the holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series have made written request, and such holder or holders have offered indemnity satisfactory to the Trustee to institute such proceeding as Trustee; and

(3) the Trustee has failed to institute such proceeding within 60 days after its receipt of such notice, request and offer and has not received from the holders of a majority in aggregate principal amount of the then outstanding Notes of such series a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a holder of a Note for the enforcement of payment of the principal of, or any premium or interest on, such Note on or after the applicable due date specified in such Note.

Newmont is required to furnish to the Trustee, within 120 days after the end of each fiscal year, an officers’ certificate, stating whether or not, to the best knowledge of the signers thereof, Newmont is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults.

Modifications, Amendments and Waivers

Modifications and amendments of the Indenture may be made by Newmont and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the then outstanding Notes of each series affected by such modification or amendment, as the case may be (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes of such series); provided , however, that no such modification or amendment may, without the consent of the holder of the then outstanding Notes of each series affected thereby:

(1) change the stated maturity of the principal of, or any installment of principal of or interest on, any of the Notes;

(2) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof;

(3) change any place of payment where, or the coin or currency in which, any of the Notes or any premium or interest thereon is payable;

(4) impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date);

(5) reduce the percentage in principal amount of the then outstanding Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; or

(6) modify any such provisions with respect to modification, amendment and waiver, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified, amended or waived without the consent of the holder of the then outstanding Notes of each series affected thereby.

The holders of not less than a majority in principal amount of the then outstanding Notes of any series may waive compliance by Newmont with certain restrictive provisions of the Indenture. The holders of a majority in principal amount of the then outstanding Notes of any series may waive any past default under the Indenture, except a default in the payment of principal of, or any premium or interest on, and certain covenants and provisions of the Indenture which cannot be modified or amended without the consent of each holder of the then outstanding Notes of any series affected thereby.

Certain of the Notes of any series, including those for whose payment or redemption money in the necessary amount has been deposited with the Trustee or any paying agent in trust or set aside and segregated in trust by Newmont for the holders of such Notes and those that have been fully defeased pursuant to the applicable provisions of the Indenture, will not be deemed to be outstanding.

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Except in certain limited circumstances, Newmont is entitled to set any day as a record date for the purpose of determining the holders of the outstanding Notes of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action under the Indenture, in the manner and subject to the limitations provided in the Indenture. If a record date is set for any action to be taken by holders of a particular series of the Notes, such action may be taken only by holders of the then outstanding Notes of such series on the record date. To be effective, such action must be taken by holders of the requisite principal amount of the Notes of such series within a specified period following the record date. For any particular record date, this period will be 180 days or such other period as may be specified by Newmont, and may be shortened or lengthened from time to time.

Defeasance and Covenant Defeasance

Newmont may elect, at its option at any time, to have the provisions of the Indenture relating to defeasance and discharge of indebtedness or the provisions of the Indenture relating to defeasance of certain restrictive covenants in the Indenture applied to the Notes of any series.

Defeasance and Discharge

The Indenture provides that, upon Newmont’s exercise of its option to defease and discharge indebtedness with respect to the Notes of any series, Newmont will be discharged from all its obligations with respect to the Notes of such series (except for certain obligations to exchange or register the transfer of securities, to replace stolen, lost or mutilated securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the holders of the Notes of such series, of money or U.S. government obligations, or both, which, in the opinion of a certified public accounting firm of national reputation, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and any premium and interest on, the Notes of such series on their respective stated maturities in accordance with the terms of the Indenture and the Notes of such series. Such defeasance or discharge may occur only if, among other things, Newmont has delivered to the Trustee an opinion of counsel to the effect that Newmont has received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in the applicable federal income tax law, in each case, to the effect that holders of the Notes of such series will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur.

Defeasance of Certain Covenants

The Indenture provides that, upon Newmont’s exercise of its option to defease certain restrictive covenants in the Indenture with respect to the Notes of any series, Newmont may omit to comply with certain restrictive covenants and the occurrence of certain Events of Default will be deemed not to be or result in an Event of Default with respect to the Notes of such series. In order to exercise its option to defease certain restrictive covenants, Newmont will be required to deposit in trust for the benefit of the holders of the Notes of such series money or U.S. government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and any premium and interest on, the Notes of such series on their respective stated maturities in accordance with the terms of the Indenture and the Notes of such series. Newmont will also be required, among other things, to deliver to the Trustee an opinion of counsel to the effect that holders of the Notes of such series will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event Newmont exercised this option with respect to the Notes of any series and the Notes of such series were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. government obligations so deposited in trust would be sufficient, in the opinion of a certified public accounting firm of national reputation, to pay amounts due on the Notes of such series at the time of their respective stated maturities but may not be sufficient to pay amounts due on the Notes of such series upon any acceleration resulting from such Event of Default. In such case, Newmont would remain liable for such payments.

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Notices

Notices or communications to holders of the Notes are given to the addresses of such holders as they may appear on the registration books of the registrar.

Title

Newmont, the Trustee and any agent of Newmont or the Trustee may treat the person in whose name a Note is registered as the owner thereof (whether or not such Note may be overdue) for the purpose of making payments on such Note and for all other purposes.

Governing Law

The Indenture, the Notes and the Subsidiary Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustee

The Trustee also serves as trustee under other indentures between it, Newmont and the Subsidiary Guarantor with respect to other series of debt securities. Upon the occurrence of an Event of Default or an event which, after notice or lapse of time or both, would become an Event of Default, or upon the occurrence of a default under one or more of such other indentures, the Trustee may be deemed to have a conflicting interest with respect to the Notes or one or more of such other indentures for purposes of the Trust Indenture Act, and, accordingly, may be required to resign as the Trustee under the Indenture. In that event, Newmont would be required to appoint a successor trustee.

Subsidiary Guarantees

The Subsidiary Guarantor currently unconditionally guarantees on a senior unsecured basis the full and punctual payment of the principal of, and any interest on, the Notes and the other obligations under the Indenture, when and as these payments become due and payable, whether at maturity, declaration of acceleration or otherwise. The Subsidiary Guarantees are general unsecured obligations of the Subsidiary Guarantor that rank senior in right of payment to all of the indebtedness of the Subsidiary Guarantor that is expressly subordinated in right of payment to the Subsidiary Guarantees and rank equally in right of payment with all of the unsecured indebtedness and liabilities of the Subsidiary Guarantor that are not so subordinated. In the event of bankruptcy, liquidation, reorganization or other winding up of the Subsidiary Guarantor, the assets of the Subsidiary Guarantor that secure secured indebtedness will be available to pay obligations under the Subsidiary Guarantees only after all of such secured indebtedness has been repaid in full from such assets. In addition to the holders of the Notes, the holders of the Subsidiary Guarantor’s other equally ranking unsecured indebtedness and liabilities will have claims against any assets remaining after the payment of all such secured indebtedness. There can be no assurance that there will be sufficient assets remaining to pay amounts due under any of the Subsidiary Guarantor’s Subsidiary Guarantees.

Under the terms of the Subsidiary Guarantees, holders of the Notes will not be required to exercise their remedies against Newmont before they proceed directly against the Subsidiary Guarantor.

The Subsidiary Guarantor will be released from all of its obligations under the Indenture and the Subsidiary Guarantees, and the Subsidiary Guarantees will terminate, in the following circumstances, each of which is permitted by the Indenture:

· 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 of, or other interests in, the Subsidiary Guarantor entitled to vote generally in the election of directors (other than to Newmont or any of its affiliates);

· upon the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (other than to Newmont or any of its affiliates);

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· upon such time as the Subsidiary Guarantor ceases to guarantee the indebtedness of Newmont other than indebtedness not exceeding $75,000,000 in the aggregate (it being understood that indebtedness of Newmont that is guaranteed by the Subsidiary Guarantor and that also provides that the guarantee of the Subsidiary Guarantor under such indebtedness shall be released and relieved upon such time as the Subsidiary Guarantor ceases to guarantee any of indebtedness of Newmont other than indebtedness not exceeding $75,000,000 or more in the aggregate shall not be considered in calculating the amount of indebtedness under this provision; or

· upon discharge of the Notes in accordance with the provisions of the Indenture.

The Subsidiary Guarantees for each series of the Notes contain a provision intended to limit the Subsidiary Guarantor’s liability to the maximum amount that it could incur, after giving effect to all other contingent and fixed liabilities of the Subsidiary Guarantor (including, without limitation, any guarantees of other indebtedness of Newmont), without resulting in the obligations of the Subsidiary Guarantor under the Subsidiary Guarantees constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being voided or voidable under any similar laws affecting the rights of creditors generally. This provision may not be effective to protect the Subsidiary Guarantees from being voided under fraudulent transfer law.

Book-Entry, Delivery and Form

The Notes will initially be evidenced by one or more global notes deposited with the Trustee, as custodian for DTC, and registered in the name of Cede & Co., as DTC’s nominee.

Unless the Notes represented by a global note are exchanged, in whole or in part, for Notes in definitive form, the Notes represented by a global note may generally be transferred only as a whole and only to another nominee of DTC or to a successor depositary or its nominee.

DTC currently limits the maximum denomination of any single global note to $500.0 million. Beneficial interests in the Notes represented by a global note will be shown on, and transfers of Notes represented by a global note will be effected only through, records maintained by DTC and its participants.

DTC has provided us the following information: DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities that its participants deposit with DTC. DTC also facilitates the clearance and recording of the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participants’ accounts. This eliminates the need for physical exchange of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Other organizations such as securities brokers and dealers, banks and trust companies that work through a participant either directly or indirectly use DTC’s book-entry system. The rules that apply to DTC and its participants are on file with the SEC.

Pursuant to DTC’s procedures, upon issuance of the Registered Notes represented by a global note in connection with the Exchange Offers, DTC will credit the accounts of the participants designated by the Exchange Agent with the applicable principal amount of the Registered Notes exchanged for the Existing Notes in the Exchange Offers. Ownership of beneficial interests in the Registered Notes represented by global notes will be shown:

· on DTC’s records with respect to participants;

· by the participants with respect to indirect participants and certain beneficial owners; and

· by the indirect participants with respect to all other beneficial owners.

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The laws of some states require that certain persons take physical delivery in definitive form of the securities which they own. Consequently, the ability to transfer beneficial interests in the Notes represented by global notes may be limited.

Under the Indenture, if the nominee of DTC is the registered owner the Notes represented by global notes, the nominee will be considered the sole owner or holder of such Notes. Except as provided below, owners of the Notes represented by global notes will not be entitled to have such Notes registered in their names, will not receive or be entitled to receive physical delivery of such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approval to the Trustee. However, DTC has advised us that, pursuant to its customary practice with respect to the giving of consents and voting, it will deliver an omnibus proxy to the Trustee assigning the related holder’s voting rights to the participant to whose account the Notes represented by global notes are credited on the record date. Each proxy will include a list of participants’ positions in the relevant Note as of the record date for a consent or vote.

Newmont will wire to DTC’s nominee principal and interest payments with respect to the Notes represented by global notes. Newmont and the Trustee will treat DTC’s nominee as the owner of the Notes represented by global notes for all purposes. Accordingly, Newmont, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the Notes represented by global notes to owners of beneficial interests in such Notes or for maintaining and reviewing any records relating to the beneficial interests.

It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit participants’ accounts on the payment date according to their holdings of beneficial interests in the Notes represented by global notes as shown on DTC’s records. DTC’s current practice is to credit such accounts, as to interest, in next-day funds and, as to principal, in same-day funds. Payments by participants to owners of beneficial interests in the Notes represented by global notes will be governed by standing instructions and customary practices between the participants and the owners of beneficial interests in the Notes represented by global notes, as is the case with securities held for the account of customers registered in “street name.” However, payments will be the responsibility of the participants and not of DTC, the Exchange Agent, the Trustee or Newmont.

The Notes represented by global notes will be exchangeable for the Notes registered with the same terms in authorized denominations only if:

· DTC notifies Newmont that it is unwilling or unable to continue as depositary or has ceased to be a clearing agency registered under the Exchange Act;

· an Event of Default has occurred and is continuing with respect to the Notes represented by global notes; or

· certain circumstances exist, as specified in the Indenture.

If any of these events occur, DTC will generally notify all direct participants of the availability of definitive Notes. Such Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, in registered form only, and without coupons. Newmont maintains one or more offices or agencies in New York City, New York to facilitate the transfer or exchange of the Notes represented by global notes. Holders of the Notes are not required to pay any service charges for any transfer or exchange, but Newmont may require you to pay any tax, other governmental charge or payment in connection with the exchange or transfer.

Links have been established among DTC, CDS Clearing and Depositary Services Inc. (“CDS”), Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank S.A./N.V. (“Euroclear”), which are Canadian and European book-entry depositaries similar to DTC, to facilitate the initial issuance of the Registered Notes exchanged outside of the United States and cross-market transfers of the Notes associated with secondary market trading.

Although DTC, CDS, Clearstream and Euroclear have agreed to the procedures provided below in order to facilitate transfers, they are under no obligation to perform these procedures, and these procedures may be modified or discontinued at any time.

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Each of CDS, Clearstream and Euroclear will record the ownership interests of their participants in much the same way as DTC, and DTC will record the total ownership of each of the United States agents of CDS, Clearstream and Euroclear, as participants in DTC.

When the Notes are to be transferred from the account of a DTC participant to the account of a CDS participant, a Clearstream participant or a Euroclear participant, the purchaser must send instructions to CDS, Clearstream or Euroclear, as the case may be, through a participant at least one day prior to settlement. CDS, Clearstream or Euroclear, as the case may be, will instruct its United States agent to receive the Notes against payment therefor. After settlement, CDS, Clearstream or Euroclear, as the case may be, will credit its participant’s account. Credit for the Notes will appear on the next day (European time), in the case of Clearstream and Euroclear.

Because settlement of the issuance of the Notes will take place during New York business hours, DTC participants will be able to employ their usual procedures for sending the Notes to the relevant United States agent acting for the benefit of CDS, Clearstream or Euroclear, as the case may be, participants. As a result, to the DTC participant, a cross-market transaction will settle no differently than a transaction between two DTC participants.

When a CDS, Clearstream or Euroclear, as the case may be, participant wishes to transfer the Notes to a DTC participant, the seller will be required to send instructions to CDS, Clearstream or Euroclear, as the case may be, through a participant at least one business day prior to settlement. In these case, CDS, Clearstream or Euroclear, as the case may be, will instruct its United States agent to transfer the Notes against payment therefor. The payment will then be reflected in the account of the CDS, Clearstream or Euroclear, as the case may be, participant the following day, with the proceeds back-valued to the value date, which would be the preceding day, when settlement occurs in the New York City, New York. If settlement is not completed on the intended value date, proceeds credited to the CDS, Clearstream or Euroclear, as the case may be, participant’s account will instead be valued as of the actual settlement date.

Same-Day Settlement in respect of the Notes Represented by Global Notes

Secondary trading in definitive long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, debt securities represented by global notes held by DTC will trade in DTC’s Same-Day Funds Settlement System until maturity, and DTC therefore will require that secondary market trading activity in such debt securities settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in debt securities represented by global notes.

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REGISTRATION RIGHTS

The following description of the Registration Rights Agreement is a summary and does not describe every aspect of the Registration Rights Agreement. This summary is subject to, and is qualified in its entirety by, reference to all of the provisions of the Registration Rights Agreement. We urge you to read the Registration Rights Agreement in its entirety because it, not the following summary, will define your rights as a holder of Notes under that agreement. A copy of the Registration Rights Agreement was filed with the SEC and may also be obtained upon request at the address set forth under “Where You Can Find More Information.”

In connection with the issuance of the Existing Notes, we entered into the Registration Rights Agreement pursuant to which we agreed, for the benefit of the holders of Existing Notes, at our cost to use our commercially reasonable efforts to:

· File, no later than 180 days after the Existing Notes were issued, a registration statement with the SEC with respect to registered offers to exchange the Existing Notes of each series for Registered Notes of the same series, which will have terms identical in all material respects to such Existing Notes, except that the Registered Notes will be registered under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series;

· cause such registration statement to be declared effective within 365 days after the Existing Notes were issued; and

· complete the Exchange Offers within 365 days after the Existing Notes were issued.

When the SEC declares the registration statement effective, we will promptly commence the Exchange Offers. The Exchange Offers will remain open for 20 business days after the date notice is mailed to the holders of Existing Notes, or longer if required by applicable law. Interest on each Registered Note will accrue from the last interest payment date on which interest was paid on the Existing Notes surrendered in exchange therefor or, if no interest has been paid on the Existing Notes, from the date of their original issuance. The Registered Notes will vote and consent together with the Existing Notes of the same series on all matters on which holders of such Existing Notes or Registered Notes are entitled to vote and consent.

· will not be able to rely on the interpretations of the Staff;

· will not be entitled to participate in the Exchange Offers; and

Each holder of Existing Notes that participates in the Exchange Offers will be required to represent to us at the time of consummation of the Exchange Offers that:

· it is not an affiliate of ours;

· it is not a broker-dealer tendering notes acquired directly from us for its own account;

· the Registered Notes to be received by it will be acquired in the ordinary course of its business; and

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If:

· due to a change in law or in applicable interpretations of the Staff, we determine upon the advice of our outside counsel that we are not permitted to effect the Exchange Offers;

· any holder of Existing Notes notifies us prior to the 20th day following completion of the Exchange Offers that it is not eligible to participate in the Exchange Offers or does not receive fully tradeable Registered Notes pursuant to the Exchange Offers; or

· for any other reason, the Exchange Offers are not completed within 365 days after the Existing Notes were issued;

the Registration Rights Agreement provides that we will, at our reasonable cost:

· as promptly as practicable, but not more than 90 days after so required or requested pursuant to the registration rights agreement, file with the SEC a shelf registration statement (the “shelf registration statement”) covering resales of the Existing Notes;

· use our commercially reasonable efforts to cause the shelf registration statement to become effective under the Securities Act within 270 days after the date, if any, on which we became obligated to file the shelf registration statement; and

· use our commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the date that is one year after the Existing Notes were issued or the time that all of the Existing Notes eligible to be sold under the shelf registration statement have been sold pursuant to the shelf registration statement or are freely tradeable pursuant to Rule 144 of the Securities Act and the applicable interpretations of the SEC.

For each relevant holder, we agreed to:

· provide copies of the prospectus that is part of the shelf registration statement;

· notify each such holder when the shelf registration statement has been filed and when it has become effective; and

· take certain other actions as are required to permit unrestricted resales of the Registered Notes.

A holder that sells Existing Notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder, including certain indemnification obligations. No holder shall be entitled to be named as a selling security holder in the shelf registration statement or to use the prospectus forming a part thereof for resales of the Existing Notes unless such holder has signed and returned to us a notice and questionnaire as distributed by us consenting to such holder’s

67 Table of Contents inclusion in the shelf registration statement and related prospectus as a selling security holder and providing further information to us. In addition, a holder of Existing Notes will be required to deliver information to be used in connection with the shelf registration statement to benefit from the provisions set forth in the following paragraph.

If:

· neither the Exchange Offers are completed within 365 days after the Existing Notes were issued nor the shelf registration has been declared effective within 270 days after the date, if any, on which we became obligated to file the shelf registration statement; or

· the shelf registration statement, if applicable, has been both filed and effective but ceases to be effective or usable for a period of time that exceeds 120 days in the aggregate in any 12-month period in which it is required to be effective under the registration rights agreement (each such event referred to in this bullet point and the previous bullet point, a “registration default”);

then we will, subject to certain exceptions, be required to pay additional interest as liquidated damages to the holders of the Notes affected thereby, and additional interest will accrue on the principal amount of the Notes affected thereby, in addition to the stated interest on the Notes, from and including the date on which any registration default shall occur to, but not including, the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any registration default and shall increase to a maximum of 0.50% per annum thereafter while any registration default is continuing, until all registration defaults have been cured.

Following the cure of all registration defaults, the accrual of additional interest on the affected Existing Notes will cease and the interest rate will revert to the original rate on such Existing Notes. Any additional interest will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to any holder of Existing Notes with respect to any registration default.

Holders of Existing Notes will also be required to suspend (on one or more occasions) their use of the shelf registration statement and the related prospectus upon written notice from us for a period not to exceed an aggregate of 120 days in any calendar year because of the occurrence of any material event or development with respect to us that, in our reasonable judgment, would be detrimental to Newmont if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

The Registration Rights Agreement provides that a holder of Existing Notes agrees to be bound by the provisions of the Registration Rights Agreement whether or not the holder has signed the Registration Rights Agreement.

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PLAN OF DISTRIBUTION

Under existing interpretations of the Staff of the SEC, set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the Registered Notes would generally be freely tradable after the completion of the Exchange Offers without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, each holder of Existing Notes who is an affiliate of ours or who intends to participate in the Exchange Offers for the purposes of distributing the Registered Notes:

· will not be able to rely on the interpretations of the Staff;

· will not be entitled to participate in the Exchange Offers; and

Each holder of Existing Notes that participates in the Exchange Offers will be required to represent to us at the time of consummation of the Exchange Offers that:

· it is not an affiliate of ours;

· it is not a broker-dealer tendering notes acquired directly from us for its own account;

· the Registered Notes to be received by it will be acquired in the ordinary course of its business; and

In addition, in connection with any resales of the Registered Notes, any broker-dealer that acquired Registered Notes for its own account as a result of market-making or other trading activities (“exchanging broker- dealers”) may be deemed to be an “underwriter” within the meaning of the Securities Act and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. The SEC has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the Registered Notes with the prospectus contained in the exchange offer registration statement. Under the Registration Rights Agreement, we will be required for a limited period to allow exchanging broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of Registered Notes.

The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, the letter of transmittal states that if the exchange offeree is a broker-dealer that will receive Registered Notes for its own account in exchange for Existing Notes, where such Existing Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the Exchange Offers.

We have not sought and do not intend to seek a no-action letter from the SEC with respect to the Exchange Offers, and there can be no assurance that the Staff would make a similar determination with respect to the Registered Notes as it has in such no-action letters.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered Existing Notes for Registered Notes pursuant to the Exchange Offers, but does not purport to be a complete analysis of all the potential tax considerations relating to the Exchange Offers. This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated or proposed thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations. We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks and certain other financial institutions, partnerships and other pass-through entities, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, holders subject to alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts and persons holding the Registered Notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, or the effects of any other U.S. federal tax laws, including the gift and estate tax, the alternative minimum tax and the Medicare tax.

The exchange of an Existing Note for a Registered Note pursuant to the Exchange Offers (described under “Exchange Offers”) will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you will not recognize any taxable gain or loss upon the receipt of a Registered Note pursuant to the Exchange Offers, your holding period for a Registered Note will include the holding period of the Existing Note exchanged therefor, your adjusted tax basis in an Registered Note will be the same as the adjusted tax basis in the Existing Note immediately before such exchange, and all of the U.S. federal income tax considerations associated with owning an Existing Note will continue to apply to the Registered Note received in exchange therefor.

HOLDERS OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

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CERTAIN ERISA CONSIDERATIONS

The following summary regarding certain aspects of ERISA and the Code is based on ERISA and the Code, judicial decisions and United States Department of Labor and IRS regulations and rulings that are in existence on the date of this prospectus. This summary is general in nature and does not address every issue pertaining to ERISA or the Code that may be applicable to us, the Registered or any particular investor. Neither this summary nor anything provided in this prospectus is, or is intended to be, investment advice directed at any potential Plan investor or at Plan investors generally and any such investors in the Registered Notes, or beneficial interests therein, should consult and rely on their own counsel and advisers as to whether an investment in the Registered Notes is suitable for such Plan investor. Accordingly, each prospective investor should consult with its own counsel in order to understand the issues relating to ERISA and the Code that affect or may affect such investor with respect to the investment in the Registered Notes.

ERISA and the Code impose certain requirements on (i) employee benefit plans that are subject to Title I of ERISA, (ii) plans subject to Section 4975 of the Code and (iii) entities whose underlying assets include plan assets by reason of such employee benefit plan or plan’s investment in such entities (each such entity, a “Plan”) and on those persons who are “fiduciaries” as defined in Section 3(21) of ERISA and Section 4975 of the Code with respect to Plans. In considering an investment of the assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in the Registered Notes, a fiduciary must, among other things, discharge its duties solely in the interest of the participants of such Plan and their beneficiaries and for the exclusive purpose of providing benefits to such participants and beneficiaries and defraying reasonable expenses of administering such Plan. A fiduciary must act prudently and must diversify the investments of a Plan subject to Part 4 of Subtitle B of Title I of ERISA so as to minimize the risk of large losses, as well as discharge its duties in accordance with the documents and instruments governing such Plan. In addition, ERISA generally requires fiduciaries to hold all assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in trust and to maintain the indicia of ownership of such assets within the jurisdiction of the district courts of the United States. A fiduciary of a Plan subject to Part 4 of Subtitle B of Title I of ERISA should consider whether an investment in the Registered Notes satisfies these requirements.

An investor who is considering acquiring the Registered Notes with the assets of a Plan must consider whether the acquisition and holding of the Registered Notes will constitute or result in a non-exempt prohibited transaction. Section 406(a) of ERISA and Sections 4975(c)(1)(A), (B), (C) and (D) of the Code prohibit certain transactions that involve a Plan and a “party in interest,” as defined in Section 3(14) of ERISA, or a “disqualified person,” as defined in Section 4975(e)(2) of the Code with respect to such Plan. Examples of such prohibited transactions include, but are not limited to, sales or exchanges of property (such as the Registered Notes) or extensions of credit between a Plan and a party in interest or disqualified person. Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code generally prohibit a fiduciary with respect to a Plan from dealing with the assets of the Plan for its own benefit (for example, when a fiduciary of a Plan uses its position to cause the Plan to make investments in connection with which the fiduciary (or a party related to the fiduciary) receives a fee or other consideration).

ERISA and the Code contain certain exemptions from the prohibited transactions described above, and the United States Department of Labor has issued several exemptions, although certain exemptions do not provide relief from the prohibitions on self-dealing contained in Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code. Exemptions include (i) Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code pertaining to certain transactions with non-fiduciary service providers, (ii) United States Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60 applicable to transactions involving insurance company general accounts, (iii) PTCE 90-1 regarding investments by insurance company pooled separate accounts, (iv) PTCE 91-38 regarding investments by bank collective investment funds, (v) PTCE 84-14 regarding investments effected by a qualified professional asset manager and (vi) PTCE 96-23 regarding investments effected by an in house asset manager. There can be no assurance that any of these exemptions will be available with respect to the acquisition of the Registered Notes. Under Section 4975 of the Code, excise taxes are imposed on disqualified persons who participate in non-exempt prohibited transactions (other than a fiduciary acting only as such) and such transactions may have to be rescinded.

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As a general rule, a governmental plan, as defined in Section 3(32) of ERISA (each, a “Governmental Plan”), a church plan, as defined in Section 3(33) of ERISA, that has not made an election under Section 410(d) of the Code to have certain provisions of Title I of ERISA apply to it (each, a “Church Plan”) and a plan maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens (each, a “non-U.S. Plan”) are not subject to Title I of ERISA or Section 4975 of the Code, but may be subject to applicable Similar Laws. A fiduciary of a Government Plan, a Church Plan or a non-U.S. Plan should consider whether investing in the Registered Notes satisfies the requirements, if any, under any applicable Similar Law.

Each investor in the Registered Notes will be deemed to represent and warrant with respect to the Registered Notes that (1)(a) it is not (i) a Plan, (ii) a Governmental Plan, (iii) a Church Plan, (iv) a non-U.S. Plan or (v) an entity whose underlying assets include the assets of a Plan, (b) it is a Plan or an entity whose underlying assets include the assets of a Plan and the acquisition and holding of the Registered Notes will not result in a non- exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (c) it is a Governmental Plan, a Church Plan or a non-U.S. Plan that is not subject to (i) ERISA, (ii) Section 4975 of the Code or (iii) any applicable Similar Law that prohibits or imposes excise or penalty taxes on the acquisition or holding of the Registered Notes and (2) it will notify us and the Trustee with respect to the Registered Notes immediately if, at any time while holding the Registered Notes, it is no longer able to make the representations contained in clause (1) above. Any purported transfer of the Registered Notes to a transferee that does not comply with the foregoing requirements shall be null and void ab initio .

Each purchaser or transferee of the Registered Notes that is a Plan shall be deemed to represent, warrant and agree that (i) neither Newmont nor any other persons that provide marketing services, nor any of their respective affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it or any Plan Fiduciary has relied as a primary basis in connection with its decision to invest in the Registered Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan or the Plan Fiduciary in connection with the Plan’s acquisition of the Registered Notes and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Registered Notes.

This offer is not a representation by us that an acquisition of the Registered Notes meets any or all of the legal requirements applicable to investments by Plans, Governmental Plans, Church Plans, non- U.S. Plans or entities whose underlying assets include the assets of a Plan, a Governmental Plan, a Church Plan or a non-U.S. Plan or that such an investment is appropriate for any particular Plan, Governmental Plan, Church Plan, non-U.S. Plan or an entity whose underlying assets include the assets of a Plan.

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LEGAL MATTERS

Certain legal matters of United States federal and New York state law in connection with the validity of the Registered Notes offered hereby and in connection with the Exchange Offers will be passed upon for Newmont and the Subsidiary Guarantor by White & Case LLP.

EXPERTS

The consolidated financial statements of Newmont Goldcorp appearing in its Annual Report on Form 10-K for the year ended December 31, 2018 (including the financial statement schedule appearing therein) incorporated by reference herein, and the effectiveness of Newmont Goldcorp’s internal control over financial reporting as of December 31, 2018, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Goldcorp as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016, including the accompanying notes, incorporated by reference herein, and the effectiveness of Goldcorp’s internal control over financial reporting as of December 31, 2018 and 2017, have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports thereon, which are included therein and incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon such reports given on the authority of said firm as experts in auditing and accounting.

Donald Doe, Newmont’s Group Executive, Reserves & Resources, is a Society for Mining, Metallurgy and Exploration Registered Member and the Competent Person responsible for the preparation of the scientific and technical information concerning our mineral properties incorporated by reference into this prospectus. The reserves disclosed and incorporated by reference in this prospectus have been prepared in compliance with Industry Guide 7. We have determined that such reserves would be substantively the same as those prepared using the Guidelines established by the Canadian Institute of Mining, Metallurgy and Petroleum. For a description of the key assumptions, parameters and methods used to estimate mineral reserves on our material properties, as well as a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant factors, please see our Annual Report on Form 10-K for the year ended December 31, 2018 , incorporated by reference in this prospectus and our Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, as filed from time to time, with the SEC in the United States.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from our web site at http://www.newmont.com or from the SEC’s web site at http://www.sec.gov . The information on or accessed through our website is not incorporated by reference into and is not made a part of this prospectus.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We “incorporate by reference” in this prospectus certain information that we file with the SEC, which means that we disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and, where applicable, supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below that have been previously filed with the SEC. These documents contain important information about us and our financial condition. The footnotes to the financial statements within certain of these documents contain financial information for Newmont USA Limited.

Newmont SEC Filings (File No. 001-31240) Period

Annual Report on Form 10-K (including the portions of our proxy statement for our 2019 annual meeting Year ended December 31, 2018 of stockholders, filed April 16, 2019 , incorporated by reference therein)

Quarterly Report on Form 10-Q Quarter ended March 31, 2019

Current Reports on Form 8-K Filed January 14, 2019 , February 4, 2019 , March 4, 2019 , March 12, 2019 , March 14, 2019 , March 25, 2019 , March 27, 2019 , April 1, 2019 , April 4, 2019 , April 10, 2019 , April 11, 2019 , April 15, 2019 , April 22, 2019 , April 23, 2019 , June 5, 2019 and June 7, 2019

Registration Statement on Form 8-A Filed February 15, 2002 (containing the description of our common stock)

Goldcorp SEC Filings (File No. 001-12970) Period

Exhibit 99.3 of Annual Reports on Form 40-F Year ended December 31, 2018 and year ended December 31, 2017

We also incorporate by reference in this prospectus any future filings that we may make with the SEC under Sections 13 (a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the securities that may be offered by this prospectus. However, we are not incorporating by reference any information furnished under Item 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) of any Current Report on Form 8-K. Nothing in this prospectus shall be deemed to incorporate by reference herein information of the type described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K contained in any of the documents or the future filings described above.

You may request a copy of these filings at no cost to you, excluding all exhibits unless we have specifically incorporated by reference an exhibit in this prospectus, by writing or telephoning us as follows:

Newmont Goldcorp Corporation 6363 South Fiddler’s Green Circle Greenwood Village, Colorado 80111 Attn: Newmont Investor Relations (303) 837-5484 [email protected]

This prospectus incorporates documents by reference which are not presented in or delivered with this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of those documents. You should rely only on the information contained in this prospectus and in the documents that we have incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of the securities described in this prospectus in any state or jurisdiction where the offer is not permitted.

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NEWMONT GOLDCORP CORPORATION

Offers to Exchange

Any and all of the outstanding 3.625% Notes due 2021 for registered 3.625% Notes due 2021

Any and all of the outstanding 3.700% Notes due 2023 for registered 3.700% Notes due 2023

Any and all of the outstanding 5.450% Notes due 2044 for registered 5.450% Notes due 2044

PROSPECTUS

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Each of Article Tenth of the Certificate of Incorporation of Newmont and Article VIII of the Restated Certificate of Incorporation of Newmont USA provides that its directors shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the DGCL as from time to time in effect.

The By-Laws of Newmont provide that each person who is serving or served as director or officer of Newmont, or is serving or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer or trustee at the request of Newmont and his or her testator or intestate, shall be indemnified by Newmont in accordance with and to the full extent permitted by the DGCL. Article VI of the By-Laws of Newmont facilitates enforcement of the right of directors and owners to be indemnified by establishing such right as a contract right pursuant to which the person entitled thereto may bring suit as if the indemnification provisions of the By-Laws were set forth in a separate written contract between Newmont and the director or officer. The By-Laws of Newmont USA provide that each person who is serving or served as director or officer of Newmont USA, or is serving or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer or trustee at the request of Newmont USA and his or her testator or intestate, shall be indemnified by Newmont USA in accordance with and to the full extent permitted by the DGCL. Article V of the By-Laws of Newmont USA facilitates enforcement of the right of directors and owners to be indemnified by establishing such right as a contract right pursuant to which the person entitled thereto may bring suit as if the indemnification provisions of the By-Laws were set forth in a separate written contract between Newmont USA and the director or officer.

Section 145 of the DGCL authorizes and empowers each Delaware corporation to indemnify its directors, officers, employees and agents against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his or her relationship with the corporation, provided that such persons acted in good faith and in a manner such person reasonably believed to be in, and not opposed to, the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful in connection with the acts or events on which such claim, action or suit is based. The finding of either civil or criminal liability on the part of such person in connection with such acts or events is not necessarily determinative of the question of whether such person has met the required standard of conduct and is, accordingly, entitled to be indemnified. The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL.

In addition, each of Newmont and Newmont USA has obtained a directors’ and officers’ liability and company reimbursement policy that insures against certain liabilities under the Securities Act of 1933, as amended, subject to applicable retentions.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit

Number Description

2.1 — Arrangement Agreement, dated as of January 14, 2019, by and among Newmont Goldcorp Corporation (“Newmont”) and Goldcorp Inc. Incorporated by reference to Exhibit 2.1 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on January 14, 2019.

2.2 — First Amendment to Arrangement Agreement, dated as of February 19, 2019, by and among Newmont and Goldcorp Inc., filed herewith. Incorporated by reference to Exhibit 2.5 to Newmont’s Form 10-K filed with the Securities and Exchange Commission on February 21, 2019.

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3.1 — Amended and Restated Certificate of Incorporation of Newmont, dated April 17, 2019. Incorporated by reference to Exhibit 3.1 to Newmont’s Form 8-K, filed with the Securities and Exchange Commission on April 22, 2019.

3.2 — By-Laws of Newmont, amended and restated effective as of April 23, 2019. Incorporated by reference to Exhibit 3.2 to Newmont’s Form 10-Q for the period ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019.

3.3 — Restated Certificate of Incorporation of Newmont USA Limited, dated as of February 15, 2002, filed herewith.

3.4 — Certificate of Amendment, dated as of February 22, 2002, to the Restated Certificate of Incorporation of Newmont USA Limited, dated as of February 15, 2002, filed herewith.

3.5 — Certificate of Amendment, dated as of July 3, 2002, to the Restated Certificate of Incorporation of Newmont USA Limited, dated as of February 15, 2002, filed herewith.

3.6 — Amended and Restated By-Laws of Newmont USA Limited adopted on June 1, 2014, filed herewith.

4.1 — Indenture, dated as of April 22, 2019, by and among Newmont, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.1 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.2 — Form of 3.625% Notes due 2021 issued pursuant to Indenture, dated as of April 22, 2019, by and among Newmont, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.2 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.3 — Form of 3.700% Notes due 2023 issued pursuant to Indenture, dated as of April 22, 2019, by and among Newmont, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.3 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.4 — Form of 5.450% Notes due 2044 issued pursuant to Indenture, dated as of April 22, 2019, by and among Newmont, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.4 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.5 — Registration Rights Agreement, dated as of April 22, 2019, by and among Newmont, Newmont USA Limited, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. Incorporated by reference to Exhibit 4.5 to Newmont’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

5.1 — Opinion of White & Case LLP, filed herewith.

21 — Subsidiaries of Newmont, filed herewith.

23.1 — Consent of Ernst & Young LLP, filed herewith.

23.2 — Consent of Deloitte LLP, filed herewith.

23.3 — Consent of White & Case LLP, included in Exhibit 5.1.

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24.1 — Power of Attorney of Newmont, filed herewith.

24.2 — Power of Attorney of Newmont USA Limited, filed herewith.

25 — Form T-1 statement of eligibility under the Trust Indenture Act of 1939 as amended of The Bank of New York Mellon Trust Company, N.A. as Trustee for the Indenture, dated as of April 22, 2019, filed herewith.

99.1 — Form of Letter of Transmittal, filed herewith.

Item 22. Undertakings.

(a) Each of the undersigned co-registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act to any purchaser:

(i) each prospectus filed by the co-registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the

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registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the co-registrants under the Securities Act to any purchaser in the initial distribution of securities, that, in a primary offering of securities of the undersigned co- registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned co-registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned co-registrants relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned co-registrants or used or referred to by the undersigned co-registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned co-registrants or their securities provided by or on behalf of the undersigned co-registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned co-registrants to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the co-registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(8) That every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(9) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the co-registrants pursuant to the foregoing provisions, or otherwise, such co-registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the co-registrants of expenses incurred or paid by a director, officer or controlling person of the co-registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the co-registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(10) Each of the undersigned co-registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(11) Each of the undersigned co-registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 28 th day of June, 2019.

NEWMONT GOLDCORP CORPORATION

By: /s/ Nancy Lipson

Nancy Lipson

Executive Vice President and General Counsel

Pursuant to the requirements of this Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 28 th day of June, 2019.

Signature Title

* President, Chief Executive Officer and Director

Gary J. Goldberg (Principal Executive Officer)

* Executive Vice President and Chief Financial Officer

Nancy K. Buese (Principal Financial Officer)

* Vice President, Controller and Chief Accounting Officer

John W. Kitlen (Principal Accounting Officer)

Noreen Doyle* Non-Executive Chair Gregory H. Boyce* Director Bruce R. Brook* Director J. Kofi Bucknor* Director Joseph A. Carrabba* Director Veronica M. Hagen* Director Sheri E. Hickok* Director René Médori* Director Jane Nelson* Director Julio M. Quintana* Director Molly P. Zhang* Director

*By: /s/ Nancy Lipson

Nancy Lipson

Attorney-in-Fact

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SIGNATURES

NEWMONT USA LIMITED

By: /s/ Nancy Lipson

Nancy Lipson

Director and Vice President

Signature Title

* President

Todd White (Principal Executive Officer)

* Director, Vice President and Chief Financial Officer

Nancy K. Buese (Principal Financial Officer)

* Vice President and Controller

John W. Kitlen (Principal Accounting Officer)

Rob Atkinson * Director Randy Engel * Director Nancy Lipson * Director

*By: /s/ Nancy Lipson

Nancy Lipson

Attorney-in-Fact

Exhibit 3.3

Exhibit A

RESTATED CERTIFICATE OF INCORPORATION OF NEWMONT GOLD COMPANY

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

“Newmont Gold Company”

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is THE CORPORATION TRUST COMPANY.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 2,301,000 shares of capital stock, of which 1000 shares shall be shares of Common Stock, $0.01 par value

(“Common Stock”), and 2,300,000 shares shall be shares of Preferred Stock, $5.00 par value (“Preferred Stock”).

Section 2. Except as otherwise provided by law or by resolution or resolutions adopted by the Board of Directors designating the voting powers, preferences and relative, participating, optional and other special rights, if any, of any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

Section 3. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, and the voting powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The voting powers, preferences and relative, participating, optional and other special rights, if any, of each series of Preferred Stock, and any qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors . A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2. Indemnification and Insurance .

(a) Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that,

4 except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided , however , that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit . If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards

5 of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights . The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d) Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

6 Exhibit 3.4

CERTIFICATE OF AMENDMENT STATE OF DELAWARE TO THE SECRETARY OF STATE RESTATED CERTIFICATE OF INCORPORATION DIVISION OF CORPORATIONS of FILED 12:00 PM 02/22/2002 NEWMONT GOLD COMPANY 020122404 - 0623413 A DELAWARE CORPORATION

Newmont Gold Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: That, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation (this “Amendment”) and declaring this Amendment advisable.

SECOND: That this Amendment was duly approved and adopted by the sole stockholder of the issued and outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Section 228 and Section 242 of the DGCL.

THIRD: The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article I in its entirety and inserting in lieu thereof the following new language:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

“Newmont USA Limited”

FOURTH: That this Certificate of Amendment shall be effective on its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by a duly authorized officer this 22 nd day of February, 2002.

NEWMONT GOLD COMPANY

By: /s/ Britt D. Banks Name: Britt D. Banks Title: Vice President and Secretary

Exhibit 3.5

CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF NEWMONT USA LIMITED A Delaware Corporation

Newmont USA Limited, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

SECOND: That this Amendment has been consented to and authorized by the sole stockholder of the issued and outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Section 228 of the DGCL.

THIRD: That this Amendment was duly approved and adopted by the sole stockholder of the Corporation pursuant to Section 242 of the DGCL.

FOURTH: That the Restated Certificate of Incorporation of the Corporation is hereby amended as follows:

Article IV of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

Article IV

Section 1. The Corporation shall be authorized to issue 1,000 shares of capital stock, of which 1,000 shares shall be shares of common stock, $0.01 par value (“Common Stock”).

Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

FIFTH: That this Certificate of Amendment shall be effective on its filing with the Secretary of State of the State of Delaware.

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 12:00 PM 07/05/2002 020434234 - 0623413

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by a duly authorized officer this 3rd day of July, 2002.

NEWMONT USA LIMITED

By: /s/ Britt D. Banks

Britt D. Banks

Vice President, General Counsel and Secretary

2 Exhibit 3.6

AMENDED AND RESTATED BYLAWS

NEWMONT USA LIMITED

Adopted on June 1, 2014

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE — The registered office of NEWMONT USA LIMITED (the “Corporation”) shall be established and maintained at the office of Corporation Service Company at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County, and said Corporation Service Company shall be the registered agent of the Corporation in charge thereof.

SECTION 2. OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday of June. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3. VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these Bylaws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all

other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4. QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5. NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten or more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6. ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be three and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2. RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4. REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5. COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6. MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders, or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7. QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these Bylaws shall require the vote of a greater number.

SECTION 8. COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9. ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS — The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect a Chairman of the Board, and such Assistant

Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2. CHAIRMAN OF THE BOARD — The Board of Directors may elect a Chairman of the Board who, if elected, shall be the Chief Executive Officer of the Corporation. If present, he or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors. The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3. PRESIDENT — Except to the extent that the Board of Directors elects a Chairman of the Board, the President shall be the Chief Executive Officer. To the extent the Board of Directors elects a Chairman of the Board, the President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4. VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 5. TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 6. SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He or she shall record all the proceedings of the meetings of the Board of

Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS — The Corporation shall, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), indemnify any person (and the heirs, executors and administrators thereof) who was or is made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency) including (i) an action by or in the right of the Corporation to procure a judgment in its favor and (ii) an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation is serving or served as a director, officer or trustee at the request of the Corporation, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer or trustee, against all expense, liability and loss (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided, however, except as provided in Section 7 of this Article V, with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) is authorized by the Board of Directors of the Corporation.

SECTION 2. INDEMNIFICATION OF OTHERS — The Corporation shall indemnify other persons and reimburse the expenses thereof, to the extent required by applicable law, and may indemnify any other person to whom the Corporation is permitted to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the Delaware General Corporation Law or otherwise.

SECTION 3. ADVANCES OR REIMBURSEMENT OF EXPENSES — The Corporation shall, to the fullest extent permitted by applicable law, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action, suit or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article V or otherwise.

SECTION 4. SERVICE OF CERTAIN ENTITIES DEEMED REQUESTED — Any director or officer of the Corporation servicing (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation, or (ii) any employee benefit plan of the Corporation or any corporation referred in clause (i), in any capacity shall be deemed to be doing so at the request of the Corporation.

SECTION 5. INTERPRETATION — Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, to the extent permitted by applicable law, or on the basis of the applicable law in effect at the time indemnification is sought.

SECTION 6. INDEMNIFICATION RIGHT — The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 7. INDEMNIFICATION CLAIMS — If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation or recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Corporation (including its Directors who are not parties to such action, suit or proceeding, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Directors who are not parties to such action, suit or proceeding, a committee of such directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

SECTION 8. TERMINATION OF SUIT — The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable by law or did not act

7 in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

ARTICLE VI

MISCELLANEOUS

SECTION 1. CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2. LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate or the issuance of any such new certificate.

SECTION 3. TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on

8 which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5. DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6. SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7. FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8. CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these Bylaws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Without limiting the manner by which notice otherwise may be given effectively, any notice may be given by electronic transmission in accordance with applicable law. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these Bylaws, a waiver thereof, in writing and signed by

9 the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VII

AMENDMENTS

These Bylaws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

ARTICLE VIII

LIQUIDATION AND DISSOLUTION

If and when the Board of Directors decides that the Corporation should be dissolved, the Corporation shall be dissolved in accordance with the provisions of 8 Del. C. §§ 276 & 256.

10 Exhibit 5.1

[White & Case LLP Letterhead]

June 28, 2019 Newmont Goldcorp Corporation 6363 South Fiddlers Green Circle Greenwood Village, Colorado 80111

Re: $472,434,000 3.625% Notes due 2021 $810,243,000 3.700% Notes due 2023 $443,639,000 5.450% Notes due 2044

Ladies and Gentlemen:

We have acted as New York counsel to Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation), a Delaware corporation (the “Corporation”), and Newmont USA Limited, a Delaware corporation (the “Guarantor”) in connection with the Corporation’s offer (the “Exchange Offer”) to exchange up to (i) $472,434,000 aggregate principal amount of its 3.625% Notes due 2021 (the “2021 Exchange Notes”) for any and all of its outstanding 3.625% Notes due 2021 (the “2021 Outstanding Notes”), (ii) $810,243,000 aggregate principal amount of its 3.700% Notes due 2023 (the “2023 Exchange Notes”) for any and all of its outstanding 3.700% Notes due 2023 (the “2023 Outstanding Notes”), and (iii) $443,639,000 aggregate principal amount of its 5.450% Notes due 2044 (the “2044 Exchange Notes” and, together with the 2021 Exchange Notes and the 2023 Exchange Notes, the “Exchange Notes”) for any and all of its outstanding 5.450% Notes due 2044 (the “2044 Outstanding Notes” and, together with the 2021 Outstanding Notes, the 2023 Outstanding Notes, the “Outstanding Notes”), pursuant to a registration statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). The Outstanding Notes were issued and the Exchange Notes are to be issued under an indenture (the “Indenture”), dated as of April 22, 2019, by and among the Corporation, the Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) filed as Exhibit 4.1 to the Corporation’s Form 8-K filed with the Commission on April 23, 2019. The Exchange Notes will be guaranteed by the Guarantor pursuant to the terms of the Indenture (the “Guarantees”).

In connection with the opinion expressed below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of corporate records, agreements, documents, and other instruments, matter of law, proceedings and such certificates or comparable documents of public officials and of officers and representatives of the Corporation, including: (i) the Corporation’s Amended and Restated Certificate of Incorporation, dated April 17, 2019, filed as Exhibit 3.1 to the Corporation’s Form 8-K filed with the Commission on April 22, 2019; (ii) the Corporation’s By-Laws, amended and restated effective as of April 23, 2019, filed as Exhibit 3.2 to the Corporation’s Form 10-Q for the period ended March 31, 2019, filed with the Commission on April 25, 2019; (iii) the Guarantor’s Restated Certificate of Incorporation, dated as of February 15, 2002, Certificate of Amendment dated as of February 22, 2002 to the Restated Certificate of Incorporation and Certificate of Amendment dated as of July 3, 2002 to the Restated Certificate of Incorporation, filed as Exhibits 3.3, 3.4 and 3.5, respectively, to the Registration Statement; (iv) the Guarantor’s Amended and Restated By-Laws, adopted on June 1, 2014, filed as Exhibit 3.6 to the Registration Statement; (v) the resolutions adopted by the Corporation’s board of directors on February 20, 2019; (vi) the written consent of directors adopted by the Guarantor’s board of directors on March 14, 2019; (vii) the Indenture; (viii) the forms of global certificates included in the Indenture; and (ix) the Registration Statement, and have made such inquiries of such officers and representatives as we have deemed necessary as a basis for the opinions set forth in this opinion letter. In rendering such opinion, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents and the accuracy and completeness of all public records examined by us. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and officers and representatives of the Corporation and the Guarantor and documents furnished to us by the Corporation and the Guarantor and representations by the Corporation and the Guarantor without independent investigation or verification of any kind of their accuracy.

In making our examination of documents executed by parties other than the Corporation and the Guarantor, we have assumed that such parties had the power, corporate or other, and authority to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery

by such parties of such documents and the validity, binding and enforceable effect thereof.

In rendering the opinion contained herein, we have assumed that: (i) the Registration Statement and any supplements and amendments thereto, will have become effective and will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of the Exchange Notes and Guarantees thereunder); (ii) a prospectus supplement providing supplemental information to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission and will comply with all applicable laws; (iii) the Corporation will issue and deliver the Exchange Notes and the Guarantor will issue and deliver the Guarantees in the manner contemplated by the Registration Statement; (iv) the resolutions authorizing the Corporation to issue, offer and sell the Exchange Notes have been adopted by the Corporation’s board of directors (or an authorized committee thereof) and will be in full force and effect at all times at which the Exchange Notes are offered or sold by the Corporation; (v) the resolutions authorizing the Guarantor to issue, offer and sell the Guarantees have been adopted by the Guarantor’s board of directors (or an authorized committee thereof) and will be in full force and effect at all times at which the Guarantees are offered or sold by the Guarantor, and (vi) all the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added and will be issued and sold in compliance with applicable federal and state securities laws or applicable laws or regulations or any agreement or other instrument binding upon the Corporation and the Guarantor.

We have further assumed that the Exchange Notes and Guarantees will be delivered by the Corporation and the Guarantor in accordance with applicable laws and sold as contemplated in the Registration Statement.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth in this opinion letter, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that, when the Exchange Notes have been duly authorized by all necessary corporate action, executed, issued and delivered by the Corporation and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offers as set forth in the Registration Statement, (a) the Exchange Notes will constitute valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms and (b) the Guarantees will constitute valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms.

The foregoing opinions as to enforceability of obligations of the Corporation and the Guarantor is subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality); (ii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by Federal and state securities laws.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder.

The opinions set forth in this letter are effective as of the date hereof only. We assume no responsibility to update this opinion letter for, or to advise you of, any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances, regardless of whether or not they affect the opinions expressed in this opinion letter.

The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.

Very truly yours,

/s/ White & Case LLP White & Case LLP

EXHIBIT 21

NEWMONT GOLDCORP CORPORATION AND SUBSIDIARIES

Name Incorporation Ownership Newmont Goldcorp Corporation Delaware, USA

1144963 B.C. Ltd. British Columbia, Canada 100%

AC40689 Limited Cayman Islands *

Administradora de Negocios Mineros, S.A. de C.V. Mexico 100%

Aerolineas Holdings S.A. de C.V. Mexico *

Battle Mountain Resources Inc. Nevada, USA 100%

Canada Pampas Ltd. Ontario, Canada *

Cayman Pampas Ltd. Cayman Islands 100%

Con Exploration Ltd. British Columbia, Canada 100%

Cripple Creek & Victor Gold Mining Company LLC Colorado, USA 100%

Datawave Sciences Inc. Barbados 100%

Dawn Mining Company LLC Delaware, USA *

Dominicana Holdings Inc. Barbados *

Elko Land and Livestock Company Nevada, USA 100%

ELLC Grazing Membership LLC Nevada, USA 100%

EMH (BVI) Inc. British Virgin Islands 100%

Empresa Minera Maria SRL Bolivia *

Euronimba Liberia Limited Liberia *

Euronimba Limited Jersey *

Euronimba UK Limited United Kingdom *

Fronteer Development (USA) LLC Delaware, USA 100%

Fronteer Development LLC Delaware, USA 100%

Fronteer Royalty LLC Delaware, USA 100%

Galore Creek Mining Corporation British Columbia, Canada 100%

Galore Creek Partnership British Columbia, Canada *

GCGC LLC Colorado, USA 100%

Glamis Rand Mining Company Nevada, USA 100%

GMK Investments Pty Ltd Western Australia 100%

Gold SpA Chile *

Goldcorp (Barbados) Inc. Barbados 100%

Goldcorp America Holdings Inc. Nevada, USA 100%

Goldcorp Aureus Inc. Barbados 100%

Goldcorp Aurum Argentum Inc. Barbados 100%

Goldcorp Borden Limited Ontario, Canada 100%

Goldcorp Canada Ltd. Ontario, Canada 100%

Goldcorp Capital Corporation Ontario, Canada 100%

Goldcorp Exeter Ltd. British Columbia, Canada 100%

Goldcorp Exploraciones de Argentina S.A. (pending dissolution) Argentina 100%

Goldcorp Faja de Plata S.A. de C.V. Mexico 100%

Goldcorp Finance Europe B.V. Netherlands 100%

Goldcorp General Holdings Ltd. British Columbia, Canada 100%

Goldcorp Global Services Inc. British Columbia, Canada 100%

Goldcorp Holdings Europe B.V. Netherlands 100%

Goldcorp Holdings GmbH Switzerland 100%

Goldcorp Inc. British Columbia, Canada 100%

Goldcorp Insurance Company Inc. Barbados 100%

Goldcorp Internacional, S.A. de C.V. Mexico 100%

Goldcorp Kaminak Ltd. Yukon, Canada 100%

Goldcorp Latin America Finance Limited Barbados 100%

Goldcorp MC Holding SpA Chile 100%

Goldcorp Mineral Finance Europe B.V. Netherlands 100%

Goldcorp Peñasquito, S.A. de C.V. Mexico 100%

Goldcorp Porcupine Nominee Ltd. Ontario, Canada 100%

Goldcorp Red Lake Nominee Ltd. Ontario, Canada 100%

Goldcorp Servicios Chile Limitada Chile 100%

Goldcorp Stratum Inc. Barbados 100%

Goldcorp Tesoro Inc. Barbados 100%

Goldcorp Trading GmbH Switzerland 100%

Goldcorp USA Holdings Ltd. Ontario, Canada 100%

Goldcorp USA Services Inc. Nevada, USA 100%

Goldcorp USA, Inc. Nevada, USA 100%

Goldcorp, S.A. de C.V. Mexico 100%

Goldfields Power Pty Ltd Western Australia *

Hemlo Gold Mines (Ghana) Limited Ghana 100%

Holdco SpA Chile *

Honduras Holdings Ltd. Cayman Islands 100%

Hospah Holdings Company Delaware, USA 100%

Idarado Mining Company Delaware, USA *

Integrated Mining Services Goldcorp, SC Mexico 100%

International Mineral Finance S.ÀR.L. Luxembourg 100%

Kalgoorlie Consolidated Gold Mines Pty Ltd Western Australia *

Kalgoorlie Lake View Pty Ltd Victoria, Australia 100%

Les Mines Opinaca Ltee Quebec, Canada 100%

Maderera Duranguense SRL Mexico 100%

Marien Mining Company, S.A. Haiti 100%

Mexicana Resources Inc. British Columbia Canada 100%

Minas de la Alta Pimeria, S.A. de C.V. Mexico 100%

Minas de San Luis, S.A. de C.V. Mexico 100%

Minera Alumbrera Limited Barbados *

Minera BMG Nevada, USA 100%

Minera Chaupiloma Dos de Cajamarca S.R.L. Peru *

Minera Choluteca S.A. de C.V. Honduras *

Minera Faja de Plata S.A. de C.V. Mexico 100%

Minera Goldcorp Chile SpA Chile 100%

Minera La Zanja S.R.L. Peru *

Minera Los Tapados S.A. Peru 100%

Minera Newmont (Chile) Limitada Chile 100%

Minera Oro Valenciana, S.A.P.I. de C.V. Mexico *

Minera Peñasquito, S.A. de C.V. Mexico 100%

Minera Urique, S.A. de C.V. Mexico 100%

Minera Yanacocha S.R.L. Peru *

Minerales Entre Mares Honduras, S.A. de C.V. (pending dissolution) Honduras 100%

Miramar Gold Corporation Nevada, USA 100%

Miramar HBG Inc. Quebec, Canada 100%

Miramar Northern Mining Ltd. British Columbia, Canada 100%

MMC Acquisition Limited (pending dissolution) Mexico 100%

Montana Exploradora de Guatemala, SA Guatemala 100%

Moydow Limited Ghana 100%

Musto Explorations (Bermuda) Limited Bermuda 100%

N.I. Limited Bermuda 100%

Nevada Eagle Resources LLC Nevada, USA 100%

New Verde Mines LLC Delaware, USA 100%

Newmont (Guyana) Incorporated Guyana 100%

Newmont AP Power Pty Ltd Western Australia 100%

Newmont Asia Pty Ltd Western Australia 100%

Newmont Australia Holdings Pty Ltd Victoria, Australia 100%

Newmont Australia Investment Limited Delaware, USA 100%

Newmont Australia Pty Ltd Western Australia 100%

Newmont Boddington Gold Pty Ltd Western Australia 100%

Newmont Boddington Pty Ltd Western Australia 100%

Newmont Bolivia Limited Nevada, USA 100%

Newmont Canada Corporation Nova Scotia, Canada 100%

Newmont Canada FN Holdings ULC British Columbia, Canada 100%

Newmont Canada Holdings ULC British Columbia, Canada 100%

Newmont Capital Limited Nevada, USA 100%

Newmont Capital Pty Ltd New South Wales, Australia 100%

Newmont CC&V Mining Corporation Delaware, USA 100%

Newmont Colombia S.A.S. Colombia 100%

Newmont de Mexico, S.A. de C.V. Mexico 100%

Newmont Euronimba B.V. Netherlands 100%

Newmont Exploration Pty Ltd Victoria, Australia 100%

Newmont FH B.V. Netherlands 100%

Newmont Galore Creek Holdings Corporation British Columbia 100%

Newmont Ghana Gold Limited Ghana 100%

Newmont Global Employment Limited Partnership Bermuda 100%

Newmont Gold Company Delaware, USA 100%

Newmont Gold Pty Ltd Western Australia 100%

Newmont Goldcorp Integrated Services Inc. Ontario, Canada 100%

Newmont Goldcorp Red Lake Holdings Ltd Ontario, Canada 100%

Newmont Golden Ridge Holdings, VOF Netherlands 100%

Newmont Golden Ridge Limited Ghana 100%

Newmont GTR LLC Nevada, USA 100%

Newmont Holdings ULC Nova Scotia 100%

Newmont Indonesia Investment Limited Delaware, USA 100%

Newmont Indonesia, LLC Delaware, USA 100%

Newmont International Exploration Pty Ltd Western Australia 100%

Newmont International Group BV Netherlands 100%

Newmont International Services Limited Delaware, USA 100%

Newmont Investment Holdings LLC Delaware, USA 100%

Newmont Landco Pty Ltd Western Australia 100%

Newmont LaSource SAS France 100%

Newmont Latin America Limited Delaware, USA 100%

Newmont McCoy Cove Limited Nevada, USA 100%

Newmont Mineral Holdings B.V. Netherlands 100%

Newmont Mines Limited Delaware, USA 100%

Newmont Mining Finance Pty Ltd Australian Capital Territory 100%

Newmont Mining Holdings Pty Ltd South Australia 100%

Newmont Mining Services Pty Ltd Western Australia 100%

Newmont Nevada Energy Investment LLC Delaware, USA 100%

Newmont NGL Holdings Pty Ltd Northern Territory, Australia 100%

Newmont North America Exploration Limited Delaware, USA 100%

Newmont Nusa Tenggara Holdings B.V. Netherlands 100%

Newmont Overseas Exploration Limited Delaware, USA 100%

Newmont Pacific Energy Pty Ltd Western Australia 100%

Newmont Peru Limited Delaware, USA 100%

Newmont Peru S.R.L. Peru 100%

Newmont Power Pty Ltd Western Australia 100%

Newmont Realty Company Delaware, USA 100%

Newmont Second Capital Corporation Delaware, USA 100%

Newmont Suriname, LLC Delaware, USA 100%

Newmont Tanami Pty Ltd Western Australia 100%

Newmont Technologies Limited Nevada, USA 100%

Newmont USA Limited Delaware, USA 100%

Newmont Ventures Limited Delaware, USA 100%

Newmont Woodcutters Pty Ltd New South Wales, Australia 100%

Newmont Yandal Operations Pty Ltd Victoria, Australia 100%

NeXtech Drilling Ltd. Alberta, Canada *

Normandy Company (Malaysia) Sdn Bhd Malaysia 100%

Normandy Overseas Holding Company Sdn Bhd Malaysia 100%

Norte Abierto SpA (Chile) Chile *

North American Metals Corp. British Columbia, Canada 100%

NP Kalgoorlie Pty Ltd Western Australia 100%

NuevaUnion SpA Chile *

Nusa Tenggara Partnership B.V. Netherlands *

NVL (USA) Limited Delaware, USA 100%

NVL Argentina S.R.L. Argentina 100%

NVL Haiti Limited S.A. Haiti *

NVL PNG Limited Papua New Guinea 100%

NVL Solomon Islands Limited Solomon Islands 100%

Orcana Resources Inc. Nevada, USA 100%

Oroplata S.A. Argentina 100%

Pequop Exploration LLC Nevada, USA 100%

Pittston Nevada Gold Company, Ltd. Nevada, USA 100%

PT Newmont Minahasa Raya Indonesia *

PT Newmont Pacific Nusantara Indonesia 100%

Pueblo Viejo Dominicana Corporation Dominican Republic *

Red Lake Gold Mines Ontario, Canada 100%

Resurrection Mining Company Delaware, USA 100%

Saddleback Investments Pty Ltd Western Australia 100%

San Juan Basin Holdings Company Delaware, USA 100%

Santa Fe Pacific Gold Corporation Delaware, USA 100%

Sermineros de Mexico, S.A. de C.V. Mexico 100%

Sermineros Zacatecas S.A. de C.V. Mexico 100%

Servicios Administrativos Goldcorp, S.A. de C.V. Mexico 100%

Servicios Profesionales de Zacatecas, S.A. de C.V. Mexico 100%

Servicios Profesionales Goldcorp S.A. de C.V. Mexico 100%

Servicios San Xavier, S.A. de C.V. Mexico 100%

Sociedad Contractual Minera El Morro Chile *

Societe des Mines de Fer de Guinee S.A. Guinea *

Suriname Gold Project CV Suriname *

Takari Mining SAS France *

Talapoosa Mining Inc. Nevada, USA 100%

The LeClair Consolidated Mines Company Colorado, USA 100%

The Matoa Gold Mining Company Wyoming, USA 100%

Transportes Aereos Terrestres, S.A. de C.V. Mexico *

U.S. Mineral Company, Inc. Delaware, USA 100%

Vol Mines Limited British Columbia, Canada *

West Pequop Project LLC Nevada, USA 100%

Wirralie Gold Mines Pty Ltd Queensland, Australia 100%

* Ownership less than 100%.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-4 and related Prospectus of Newmont Goldcorp Corporation (formerly known as Newmont Mining Corporation) for the registration of:

· $472,434,000 aggregate principal amount of 3.625% Notes due 2021 and related guarantee, · $810,243,000 aggregate principal amount of 3.700% Notes due 2023 and related guarantee, and · $443,639,000 aggregate principal amount of 5.450% Notes due 2044 and related guarantee and to the incorporation by reference therein of our reports dated February 21, 2019, with respect to the consolidated financial statements and schedule of Newmont Mining Corporation, and the effectiveness of internal control over financial reporting of Newmont Mining Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Denver, CO June 28, 2019

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-4 of Newmont Goldcorp Corporation of our reports dated February 13, 2019 and February 14, 2018, relating to the consolidated financial statements of Goldcorp Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Reports on Form 40-F of the Company for the years ended December 31, 2018 and 2017, respectively, and incorporated by reference in such Registration Statement, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte LLP Chartered Professional Accountants Vancouver, Canada June 28, 2019

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, person whose signature appears below hereby constitutes and appoints Nancy Lipson and Logan H. Hennessey and each of them acting individually and with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont Goldcorp Corporation (the “Corporation”) to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, including, without limitation, the power and authority (i) to sign his or her name in any and all capacities (including his or her capacity as a director and/or officer of the Corporation) to the Registration Statement on Form S-4 Registration Statement (or any amendments, restatements or supplements thereto after the date hereof), to be filed with the Commission registering the offers to exchange any and all outstanding 3.625% Notes due 2021 for newly issued and registered 3.625% Notes due 2021, any and all outstanding 3.700% Notes due 2023 for newly issued and registered 3.700% Notes due 2023, and any and all outstanding 5.450% Notes due 2044 for newly issued and registered 5.450% Notes due 2044, (ii) any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements and Registration Statements filed pursuant to Rule 462(b) of the Securities Act and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-4 Registration Statement, in each case, granting to said attorneys, and each of them individually, full power and authority to do or cause to be done any and all acts and things whatsoever deemed necessary, appropriate or desirable by said attorneys, or any one of them, to be in the premises, as fully to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and approving the acts of said attorneys, or any one of them, and any such substitute prior to the execution hereof. This Power of Attorney may be signed in several counterparts.

[ signature page follows ]

IN WITNESS WHEREOF, the undersigned have subscribed these presents in the capacities and on the dates indicated:

Signature Title of Capacities Date

/s/ Gary J. Goldberg Chief Executive Officer and Director June 27, 2019

Gary J. Goldberg (Principal Executive Officer)

/s/ Nancy K. Buese Executive Vice President and Chief Financial June 27, 2019

Nancy K. Buese Officer (Principal Financial Officer)

/s/ John W. Kitlen Vice President, Controller and Chief Accounting June 27, 2019

John W. Kitlen Officer (Principal Accounting Officer)

/s/ Noreen Doyle Non-Executive Chair June 27, 2019

Noreen Doyle

/s/ Gregory H. Boyce Director June 27, 2019

Gregory H. Boyce

/s/ Bruce R. Brook Director June 27, 2019

Bruce R. Brook

/s/ J. Kofi Bucknor Director June 27, 2019

J. Kofi Bucknor

/s/ Veronica M. Hagen Director June 27, 2019

Veronica M. Hagen

/s/ Sheri E. Hickok Director June 27, 2019

Sheri E. Hickok

/s/ René Médori Director June 27, 2019

René Médori

/s/ Jane Nelson Director June 27, 2019

Jane Nelson

/s/ Julio M. Quintana Director June 27, 2019

Julio M. Quintana

/s/ Joseph A. Carrabba Director June 27, 2019

Joseph A. Carrabba

/s/ Molly P. Zhang Director June 27 2019

Molly P. Zhang

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, person whose signature appears below hereby constitutes and appoints Nancy Lipson and Logan H. Hennessey and each of them acting individually and with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont USA Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, including, without limitation, the power and authority (i) to sign his or her name in any and all capacities (including his or her capacity as a director and/or officer of Newmont USA Limited) to the Registration Statement on Form S-4 Registration Statement (or any amendments, restatements or supplements thereto after the date hereof), to be filed with the Commission registering the offer to exchange any and all outstanding 3.625% Notes due 2021 for newly issued and registered 3.625% Notes due 2021, any and all outstanding 3.700% Notes due 2023 for newly issued and registered 3.700% Notes due 2023, and any and all outstanding 5.450% Notes due 2044 for newly issued and registered 5.450% Notes due 2044, (ii) any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements and Registration Statements filed pursuant to Rule 462(b) of the Securities Act and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-4 Registration Statement, in each case, granting to said attorneys, and each of them individually, full power and authority to do or cause to be done any and all acts and things whatsoever deemed necessary, appropriate or desirable by said attorneys, or any one of them, to be in the premises, as fully to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and approving the acts of said attorneys, or any one of them, and any such substitute prior to the execution hereof. This Power of Attorney may be signed in several counterparts.

[ signature page follows ]

IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 27 th day of June, 2019:

Signature Title of Capacities

/s/Todd White President (Principal Executive Officer)

Todd White

/s/Nancy K. Buese Director, Vice President and Chief Financial Officer

Nancy K. Buese (Principal Financial Officer)

/s/John W. Kitlen Vice President and Controller

John W. Kitlen (Principal Accounting Officer)

/s/Rob Atkinson Director

Rob Atkinson

/s/Randy Engel Director

Randy Engel

/s/Nancy Lipson Director

Nancy Lipson

Exhibit 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter)

95-3571558 (Jurisdiction of incorporation (I.R.S. employer if not a U.S. national bank) identification no.)

400 South Hope Street Suite 500 Los Angeles, California 90071 (Address of principal executive offices) (Zip code)

NEWMONT GOLDCORP CORPORATION (Exact name of obligor as specified in its charter)

Delaware 84-1611629 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)

6363 South Fiddler’s Green Circle Greenwood Village, Colorado 80111 (Address of principal executive offices) (Zip code)

NEWMONT USA LIMITED (Exact name of obligor as specified in its charter)

Delaware 13-2526632 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)

6363 South Fiddler’s Green Circle Greenwood Village, Colorado 80111 (Address of principal executive offices) (Zip code)

3.625% Notes due 2021 3.700% Notes due 2023 5.450% Notes due 2044 Guarantee of 3.625% Notes due 2021 Guarantee of 3.700% Notes due 2023 Guarantee of 5.450% Notes due 2044 (Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name Address

Comptroller of the Currency United States Department of the Treasury Washington, DC 20219

Federal Reserve Bank San Francisco, CA 94105

Federal Deposit Insurance Corporation Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 24 th day of June, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By: /s/ Karen Yu

Name: Karen Yu

Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business March 31, 2019, published in accordance with Federal regulatory authority instructions.

Dollar amounts

in thousands ASSETS

Cash and balances due from depository institutions:

Noninterest-bearing balances and currency and coin 815

Interest-bearing balances 176,287

Securities:

Held-to-maturity securities 0

Available-for-sale securities 199,729

Equity securities with readily determinable fair values not held for trading NR

Federal funds sold and securities purchased under agreements to resell:

Federal funds sold 0

Securities purchased under agreements to resell 0

Loans and lease financing receivables:

Loans and leases held for sale 0

Loans and leases, held for investment 0

LESS: Allowance for loan and lease losses 0

Loans and leases held for investment, net of allowance 0

Trading assets 0

Premises and fixed assets (including capitalized leases) 26,457

Other real estate owned 0

Investments in unconsolidated subsidiaries and associated companies 0

Direct and indirect investments in real estate ventures 0

Intangible assets 858,559

Other assets 99,990

Total assets $ 1,361,837

LIABILITIES

Deposits:

In domestic offices 4,130

Noninterest-bearing 4,130

Interest-bearing 0

Not applicable

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased 0

Securities sold under agreements to repurchase 0

Trading liabilities 0

Other borrowed money:

(includes mortgage indebtedness and obligations under capitalized leases) 20,947

Not applicable

Subordinated notes and debentures 0

Other liabilities 221,915

Total liabilities 246,992

Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus 0

Common stock 1,000

Surplus (exclude all surplus related to preferred stock) 323,719

Not available

Retained earnings 790,896

Accumulated other comprehensive income -770

Other equity capital components 0

Not available

Total bank equity capital 1,114,845

Noncontrolling (minority) interests in consolidated subsidiaries 0

Total equity capital 1,114,845

Total liabilities and equity capital 1,361,837

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President ) Michael P. Scott, Managing Director ) Directors (Trustees)

Kevin P. Caffrey, Managing Director )

2 Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken you should immediately consult your commercial bank, broker, dealer, trust company or other nominee.

LETTER OF TRANSMITTAL

relating to

NEWMONT GOLDCORP CORPORATION

Offers to Exchange

Any and all of the outstanding 3.625% Notes due 2021 issued on April 22, 2019 For a like principal amount of corresponding 3.625% Notes due 2021, which have been registered under the Securities Act of 1933, as amended

Any and all of the outstanding 3.700% Notes due 2023 issued on April 22, 2019 For a like principal amount of corresponding 3.700% Notes due 2023, which have been registered under the Securities Act of 1933, as amended

Any and all outstanding 5.450% Notes due 2044 issued on April 22, 2019 For a like principal amount of corresponding 5.450% Notes due 2044, which have been registered under the Securities Act of 1933, as amended

This Letter of Transmittal (as defined herein) relates to the Exchange Offers (as defined herein) being made by Newmont Goldcorp Corporation (“ Newmont ”). Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2019 (such date and time with respect to an Exchange Offer, as the same may be extended for such Exchange Offer, the “ Expiration Date ”). Tenders of any series of the Existing Notes (as defined herein) may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date (the “ Withdrawal Deadline ”), except in certain limited circumstances as set forth herein.

Delivery to:

The Bank of New York Mellon Trust Company, N.A. As Exchange Agent

By Registered or Certified Mail: By Hand and Overnight Courier: 111 Sanders Creek Parkway 111 Sanders Creek Parkway East Syracuse, NY 13057 East Syracuse, NY 13057 Attention: Tiffany Castor Attention: Tiffany Castor

By facsimile For Information or Confirmation by Telephone: (for eligible institutions only): (315) 414-3034 (732) 667-9408

E-mail:

[email protected]

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION HEREOF VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE OR IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

* If you are a holder of Existing Notes located in Canada, please refer to Annex A at the back of this Letter of Transmittal for important eligibility requirements and additional instructions.

The Exchange Offers

Newmont is offering holders of each series of the Existing Notes, in each case, upon the terms and subject to the conditions set forth in the accompanying prospectus, dated , 2019 (as amended or supplemented, the “ Prospectus ”), and this letter of transmittal (as amended or supplemented, this “ Letter of Transmittal ”), the opportunity to exchange (each, an “ Exchange Offer ” and, collectively, the “ Exchange Offers ”) any and all of the issued and outstanding Existing Notes issued by Newmont for a like principal amount of corresponding newly issued notes, which have been registered under the Securities Act of 1933, as amended, in each case, as set forth below. Subject to the terms and conditions set forth in the Prospectus, Newmont is making the following Exchange Offers:

· an offer to exchange any and all of the outstanding 3.625% Notes due 2021 issued by Newmont (the “ Existing 2021 Notes ”) for a like principal amount of corresponding newly issued 3.625% Notes due 2021, which have been registered under the Securities Act of 1933, as amended, to be issued by Newmont (the “ Registered 2021 Notes ”);

· an offer to exchange any and all of the outstanding 3.700% Notes due 2023 issued by Newmont (the “ Existing 2023 Notes ”) for a like principal amount of corresponding newly issued 3.700% Notes due 2023, which have been registered under the Securities Act of 1933, as amended, to be issued by Newmont (the “ Registered 2023 Notes ”); and

· an offer to exchange any and all of the outstanding 5.450% Notes due 2044 issued by Newmont (the “ Existing 2044 Notes ”) for a like principal amount of corresponding newly issued 5.450% Notes due 2044, which have been registered under the Securities Act of 1933, as amended, to be issued by Newmont (the “ Registered 2044 Notes ”).

The Existing 2021 Notes, the Existing 2023 Notes and the Existing 2044 Notes are referred to herein collectively as the “ Existing Notes .” The Registered 2021 Notes, the Registered 2023 Notes and the Registered 2044 Notes are referred to herein collectively as the “ Registered Notes .”

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Prospectus.

The Existing Notes tendered hereby must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The following table sets forth information regarding the Existing Notes and the Registered Notes:

Title of CUSIP Maturity Aggregate CUSIP Series of Numbers of Date of Principal Title of Series of Numbers of Maturity Date Existing Existing Existing Amount Exchange Registered Registered of Registered

Notes Notes Notes Outstanding Consideration Notes Notes Notes

3.625% Notes due 144A: 651639 AQ9; June 9, 2021 $ 472,434,000 an equal principal amount of 3.625% Notes due 2021 651639 AR7 June 9, 2021 2021 Reg S: U65163 AB0 newly issued and registered 3.625% Notes due 2021

3.700% Notes due 144A: 651639 AS5; March 15, 2023 $ 810,243,000 an equal principal amount of 3.700% Notes due 2023 651639 AT3 March 15, 2023 2023 Reg S: U65163 AC8 newly issued and registered 3.700% Notes due 2023

5.450% Notes due 144A: 651639 AU0; June 9, 2044 $ 443,639,000 an equal principal amount of 5.450% Notes due 2044 651639 AV8 June 9, 2044 2044 Reg S: U65163 AD6 newly issued and registered 5.450% Notes due 2044

The Exchange Offers are described in “ The Exchange Offers ” in the Prospectus and this Letter of Transmittal. All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “ terms and conditions .”

The Registered Notes are to be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), pursuant to the Registration Rights Agreement and, as a result, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not apply to the Registered Notes. See “ Registration Rights ” in the Prospectus.

The Registered Notes have not been registered with any state or foreign securities laws. The ability of a holder of Existing Notes to participate in the Exchange Offers also may be limited with respect to holders of Existing Notes outside the United States and the Exchange Offers are not being made to, nor will tenders be accepted from or on behalf of, holders of Existing Notes in any jurisdiction in which the making of the Exchange Offers or the acceptance would not be in compliance with the laws of the jurisdiction.

There is currently no market for the Registered Notes, and Newmont cannot assure you that any market will develop. Newmont does not intend to apply for listing of the Registered Notes on any securities exchange or for inclusion of the Registered Notes in any automated quotation system. All of the Existing Notes are held, and all of the Registered Notes are expected to be delivered, in book-entry form through the facilities of The Depository Trust Company (“ DTC ”) and its participants, including CDS & Co., as nominee of CDS Clearing and Depositary Services Inc., Clearstream Banking, société anonyme , and Euroclear Bank S.A./N.V. To exchange your Existing Notes for Registered Notes, you must instruct your commercial bank, broker, dealer, trust company or other nominee to further instruct the DTC participant through which your Existing Notes are held to tender for exchange your Existing Notes to DTC through the DTC’s Automated Tender Offer Program (“ ATOP ”) by the Expiration Date to receive the Registered Notes. See “ The Exchange Offers ” in the Prospectus.

Each holder of Existing Notes wishing to participate in the Exchange Offers, except holders of Existing Notes executing their tenders through ATOP procedures of DTC, should complete, sign and submit this Letter of Transmittal to the exchange agent, The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “ Exchange Agent ”), prior to the Expiration Date.

, 2019

This Letter of Transmittal may be used to participate in the Exchange Offers if certificates representing Existing Notes are to be physically delivered to the Exchange Agent or if Existing Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offers are eligible. Unless you intend to tender your Existing Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with any physical certificates for the Existing Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offers.

Holders of Existing Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offers are eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offers to DTC prior to the Expiration Date. DTC will verify acceptance of the Exchange Offers, execute a book-entry transfer of the tendered Existing Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation,” which shall include an agent’s message. An “ agent’s message ” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, that states that DTC has received an express acknowledgement from an organization that participates in DTC (a “ participant ”) tendering Existing Notes, that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that Newmont may enforce the agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of this Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders of Existing Notes who tender their Existing Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; provided that all holders of Existing Notes located in Canada are required to complete, sign and submit the Canadian Eligibility Form (which is attached as Annex A to this Letter of Transmittal) to the Exchange Agent, regardless of whether such Holders of Existing Notes are submitting the Letter of Transmittal or executing their tenders through DTC’s ATOP procedures.

As described more fully in the Prospectus, the Exchange Offers are subject to certain conditions. Subject to the completion of the Exchange Offers, Newmont will accept any and all of the Existing Notes that are validly tendered by holders of Existing Notes and not validly withdrawn prior to the Expiration Date. Accordingly, tenders of Existing Notes are not subject to proration. Any holder that is a commercial bank, broker, dealer, trust company or other nominee holding Existing Notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amounts of Existing Notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of

Registered Notes to be issued to such holder, will treat each such beneficial owner as a separate holder. Holders of Existing Notes that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of Registered Notes to be delivered pursuant to the Exchange Offers and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal. Beneficial owners are urged to appropriately instruct their commercial bank, broker, dealer, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for their instruction.

The Registered Notes will be issued in exchange for the Existing Notes pursuant to the applicable Exchange Offer, if consummated, on the settlement date, which shall be promptly after the Expiration Date (the “ Settlement Date ”). See “ The Exchange Offers—Settlement Date ” in the Prospectus.

On the Settlement Date, the Registered Notes will be issued by deposit in book-entry form with DTC.

Newmont may amend the terms of any Exchange Offer without amending the terms of any other Exchange Offer.

TENDER OF EXISTING NOTES

To effect a valid tender of Existing Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “ Method of Delivery ” and “ Description of Existing Notes Tendered ” and sign this Letter of Transmittal where indicated.

Registered Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “ Method of Delivery ,” on the Settlement Date.

Newmont has not provided guaranteed delivery procedures in conjunction with the Exchange Offers or under the Prospectus or other materials provided therewith.

Failure to provide the information necessary to effect delivery of Registered Notes will render such holder’s tender defective, and Newmont will have the right, which it may waive in its sole discretion, to reject such tender without notice.

METHOD OF DELIVERY

o CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED EXISTING NOTES ARE BEING DELIVERED HEREWITH.

o CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED EXISTING NOTES ARE HELD AND/OR THE CORRESPONDING REGISTERED NOTES ARE TO BE DELIVERED.

Name of Tendering Institution: DTC Participant Number: Account Number: Transaction Code Number:

List below the Existing Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the principal amount of Existing Notes and any certificate numbers should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF EXISTING NOTES TENDERED

1 Names and Address(es) of 2 3 4 Certificate Holder(s) (Please Principal Amount of Existing 2021 Principal Amount of Existing 2023 Principal Amount of Existing 2044

fill in Certificate Number(s)*) Notes Tendered** Notes Tendered** Notes Tendered**

* Need not be completed if Existing Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder of Existing Notes will be deemed to have tendered ALL of the Existing Notes represented by the Existing Notes indicated in columns 2, 3 and/or 4. See Instruction 2. Existing Notes tendered hereby must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 5.

The undersigned, or the beneficial owner (as defined below) on behalf of which the undersigned is acting, is a holder of Existing Notes and represents, warrants and agrees as set forth in paragraph 5 below.

Note: Signatures must be provided below. Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the applicable Exchange Offer, the undersigned hereby tenders to Newmont the aggregate principal amount of Existing Notes indicated in the table above entitled “ Description of Existing Notes Tendered .” The undersigned understands that validly tendered Existing Notes (or defectively tendered Existing Notes with respect to which Newmont has waived such defect or caused such defect to be waived) will be deemed to have been accepted by Newmont if, as and when Newmont gives oral or written notice thereof to the Exchange Agent. The undersigned understands that Existing Notes validly tendered (and not validly withdrawn) and accepted in accordance with the terms and conditions will be exchanged for Registered Notes.

The undersigned understands that any Existing Notes tendered pursuant to the Exchange Offers may be withdrawn, subject to the procedures set forth in the Prospectus and this Letter of Transmittal, at any time on or prior to the Withdrawal Deadline. The undersigned understands that tenders of Existing Notes pursuant to the terms of the Exchange Offers after the Withdrawal Deadline will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. If any Existing Notes are not accepted for exchange for any reason (or if Existing Notes are validly withdrawn), such Existing Notes will be returned, without expense, to the undersigned at the address shown above in the table entitled “ Description of Existing Notes Tendered ,” unless otherwise indicated herein or, in the case of book-entry delivery of Existing Notes, to the undersigned’s account at DTC or such other account, as designated herein, promptly after the expiration or termination of the Exchange Offers.

Following the later of (i) the Withdrawal Deadline and (ii) the date on which Existing Notes are tendered hereby, and subject to, and effective upon, Newmont’s acceptance for exchange of the principal amount of the Existing Notes tendered hereby, subject to and upon the terms and conditions, the undersigned hereby:

1. irrevocably sells, assigns and transfers to or upon Newmont’s order or the order of Newmont’s nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Existing Notes tendered hereby, such that thereafter the undersigned shall have no contractual or other rights or claims in law or equity against Newmont or any fiduciary, trustee, fiscal agent or other person connected with the Existing Notes arising under, from or in connection with those Existing Notes;

2. waives any and all rights with respect to the Existing Notes tendered hereby, including, without limitation, any existing or past defaults and their consequences in respect of those Existing Notes; and

3. releases and discharges Newmont and the Trustee from any and all claims that the undersigned may have, now or in the future, arising out of or related to the Existing Notes tendered hereby, including, without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Existing Notes tendered hereby, other than accrued and unpaid interest on the Existing Notes or as otherwise expressly provided in the Prospectus and this Letter of Transmittal, or to participate in any redemption or defeasance of the Existing Notes tendered hereby.

The undersigned understands that tenders of Existing Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Existing Notes by Newmont will, following such acceptance, constitute a binding agreement between the undersigned and Newmont, subject to and upon the terms and conditions. All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby represents, warrants and agrees that:

1. it has received the Prospectus;

2. it is the beneficial owner (as defined herein) of, or a duly authorized representative of one or more beneficial owners of, the Existing Notes tendered hereby, and it has full power and authority to execute this Letter of Transmittal;

3. the Existing Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, restrictions, charges, pledges, claims, encumbrances, security interests and rights of any kind, and Newmont will acquire good, indefeasible and unencumbered title to those Existing Notes, free and clear of all liens, restrictions,

charges, pledges, claims, encumbrances, security interests and rights of any kind, when Newmont accepts the same;

4. it will not sell, pledge, hypothecate or otherwise encumber or transfer Existing Notes tendered hereby from the date of this Letter of Transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

5. it is otherwise a person to whom it is lawful to make available the Prospectus or to make the Exchange Offers in accordance with applicable laws;

6. it is assuming all the risks inherent in participating in the Exchange Offers and has undertaken all the appropriate analyses of the implications of the Exchange Offers without reliance on Newmont, the Exchange Agent or any of their respective affiliates;

7. it acknowledges that none of Newmont, the Trustee, as applicable, the Exchange Agent, or any of their respective affiliates, has made any recommendation or given any advice, legal, financial or otherwise, in connection with the Exchange Offers or given any assurance, guarantee or representation as to projected success, profitability, return, performance, result, effect, consequence or benefit of the Exchange Offers and it represents that is has made its own decision with regard to the Exchange Offers;

8. it acknowledges that Newmont and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, covenants and agreements and agrees that if any of the acknowledgements, representations, covenants and warranties made by its submission of this Letter of Transmittal, or its agreement to the terms of this Letter of Transmittal pursuant to an agent’s message, are, at any time prior to the consummation of the Exchange Offers, no longer accurate, it shall promptly notify Newmont. If it is acquiring the Registered Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations, covenants and agreements on behalf of such account;

9. in evaluating the applicable Exchange Offer and in making its decision whether to participate in the applicable Exchange Offer by the tender of Existing Notes, it has made its own independent appraisal of the matters referred to in the Prospectus, this Letter of Transmittal and in any related communications;

10. the tender of Existing Notes shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case, on the terms and subject to conditions described or referred to in the Prospectus;

11. the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder of Existing Notes’s ability to withdraw its tender prior to the Withdrawal Deadline, and subject to the terms and conditions of the Exchange Offers, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Existing Notes tendered hereby in favor of Newmont or any other person or persons as Newmont may direct and to deliver those forms of transfer and other documents in the attorney’s and agent’s discretion and the certificates and other documents of title relating to the registration of Existing Notes and to execute all other documents and to do all other acts and things as may be, in the opinion of that attorney or agent, necessary or expedient for the purpose of, or in connection with, the acceptance of the tenders of Existing Notes pursuant to the applicable Exchange Offer, and to vest in Newmont or its nominees those Existing Notes;

12. either:

· such holder is not (i) an “employee benefit plan” that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (ii) a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (the “ Code ”), applies, (iii) an entity the underlying assets of which are considered to include “plan assets” of such employee benefit plan or plan (each of clauses (i), (ii) and (iii), a “ Plan ”) or (iv) a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) that has made an election under Section 410(d) of the Code or a non-U.S. plan; or

· (i) such holder’s acquisition and holding of the Registered Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (“ Similar Law ”), (ii) if such holder is a Plan or is purchasing or holding the Registered Notes on behalf of or with “plan assets” of any Plan, neither of Newmont nor any of its affiliates, (A) has

provided, and none of them will provide, any investment recommendation or investment advice on which such holder, or any fiduciary or other person investing the assets of such holder (a “ Plan Fiduciary ”), has relied or will rely as a primary basis in connection with its decision to invest in the Registered Notes, or (B) is otherwise acting, or has acted, as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to such holder or any Plan Fiduciary in connection with such holder’s acquisition of the Registered Notes and (iii) such holder and all Plan Fiduciaries are exercising their own independent judgment in evaluating the investment in the Registered Notes;

13. the terms and conditions of the applicable Exchange Offer shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly;

14. it is not an affiliate of ours;

15. it is not a broker-dealer tendering Existing Notes acquired directly from us for its own account;

16. the Registered Notes to be received by it will be acquired in the ordinary course of its business; and

17. it is not engaged and does not intend to engage in, and has no arrangement or understanding with any person, to participate in the distribution, within the meaning of the Securities Act, of the Registered Notes.

Unless otherwise indicated in the boxes entitled “ Special Issuance Instructions ” and “ Special Delivery Instructions ” below, please deliver, if applicable, substitute certificates representing Existing Notes for any Existing Notes not exchanged in the name of the undersigned at the address specified above in the box entitled “ Description of Existing Notes Tendered ” or, in the case of a book-entry delivery of Existing Notes, please credit the account maintained at DTC (specified above in the box entitled “ Method of Delivery ”). Similarly, unless otherwise instructed in the box entitled “ Special Issuance Instructions ” below, please deliver Registered Notes in book-entry form, to the DTC account of the undersigned or the undersigned’s custodian as specified in the box entitled “ Method of Delivery ” on the Settlement Date.

The undersigned understands that the delivery and surrender of the Existing Notes is not effective, and the risk of loss of the Existing Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of this Letter of Transmittal (or a manually executed facsimile hereof), properly completed and duly executed, or a properly transmitted agent’s message, together with all accompanying evidences of authority and any other required documents in a form satisfactory to Newmont. All questions as to the validity, form, eligibility, including time of receipt and acceptance and withdrawal of tendered Existing Notes, will be determined by Newmont in its sole discretion, which determination will be final and binding.

In the case of a holder of Existing Notes located in Canada only, the undersigned, by delivering this Letter of Transmittal, represents and warrants that it is a Canadian “accredited investor,” as defined in National Instrument 45-106— Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable, and a “permitted client,” as defined in National Instrument 31-103— Registration Requirements, Exemptions and Ongoing Registrant Obligations .

Each holder of Existing Notes that submits this Letter of Transmittal (including by agreeing to the terms of this Letter of Transmittal pursuant to an agent’s message) and any other purchaser or subsequent transferee of Registered Notes will be deemed to have represented and agreed as follows:

1. if the holder is a resident of one of the provinces or territories of Canada, the undersigned is (a) a Canadian “accredited investor,” as such term is defined in National Instrument 45-106— Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable, and a “permitted client,” as such term is defined in National Instrument 31-103— Registration Requirements, Exemptions and Ongoing Registrant Obligations , (b) either (i) acquiring securities as principal, (ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Prince Edward Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or (iii) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction and (c) was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106;

2. the holder acknowledges that (A) none of Newmont, the Exchange Agent or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to it with respect to Newmont or the offer or sale of any Registered Notes, other than the information contained in, or incorporated by reference into, the Prospectus (as amended or supplemented prior to the Expiration Date) and (B) any information it desires concerning Newmont, the Existing Notes and the Registered Notes or any other matter relevant to its decision to acquire the Registered Notes (including a copy of the Prospectus) is or has been made available to it;

3. the holder represents and warrants that it is able to act on its own behalf in the transactions contemplated by the Prospectus;

4. The Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., Commission No-Action Letter (available May 13, 1988), Morgan Stanley & Co., Inc., Commission No-Action Letter (available June 5, 1991) and Shearman & Sterling, Commission No- Action Letter (available July 2, 1993), that the Registered Notes issued in exchange for the Existing Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Existing Notes exchanged for such Registered Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933 and any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such Registered Notes;

5. If you are a broker-dealer that will receive Registered Notes for your own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Existing Notes in the Exchange Offer, that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Existing Notes held for your own account were not acquired as a result of market-making or other trading activities, such Existing Notes cannot be exchanged pursuant to the Exchange Offer.

6. the holder understands that Newmont, its counsel and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that, if any of the acknowledgements, representations, warranties or agreements made by its tendering of Existing Notes are, at any time prior to the consummation of the Exchange Offers, no longer accurate, it shall promptly notify Newmont. If it is acquiring the Registered Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations, warranties and agreements on behalf of such account; and

7. the holder understands that no action has been or will be taken in any jurisdiction that would permit a public offering of the Registered Notes or the possession, circulation or distribution of the Prospectus, this Letter of Transmittal or any material relating to Newmont, the Existing Notes or the Registered Notes in any jurisdiction where action for that purpose is required. Accordingly, the Registered Notes offered hereby may not be offered, sold or exchanged, directly or indirectly, and none of the Prospectus, this Letter of Transmittal or any other offering material or advertisement in connection with this offering of the Registered Notes may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

The representations, warranties, covenants and agreements of a holder tendering Existing Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the “beneficial owner” of any Existing Notes means any holder of Existing Notes that exercises investment discretion with respect to those Existing Notes.

SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS

(See Instruction 4) (See Instruction 4)

To be completed ONLY if certificates for Existing Notes in a principal amount not tendered or not accepted To be completed ONLY if certificates for Existing Notes in a principal amount not tendered or not accepted are to be issued in the name of someone other than the undersigned, or if Existing Notes are to be returned or are to be sent to someone other than the undersigned at an address other than that shown above. Registered Notes are to be issued by credit to an account maintained by DTC other than the account designated above. Issue certificates for Existing Notes not tendered or not accepted to: Deliver certificates for Existing Notes not tendered or not accepted to:

Name: Name:

(Please Print) (Please Print)

Address: Address:

(Include Zip Code) (Include Zip Code)

(Taxpayer Identification Number) (Taxpayer Identification Number)

(Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, or other (Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, or other applicable Form W-8) applicable Form W-8)

Credit Registered Notes tendered by book-entry transfer to:

o The DTC account set forth below:

(DTC Account Number)

IMPORTANT: This Letter of Transmittal, or a facsimile hereof, or an agent’s message in lieu thereof (together with the certificates for Existing Notes or a book-entry confirmation and all other required documents) must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER EXISTING NOTES FOR EXCHANGE, HOLDERS OF EXISTING NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL OR CAUSE TO BE PROPERLY TRANSMITTED AN AGENT’S MESSAGE.

SIGNATURES

(To be Completed By All Tendering Holders of Existing Notes Regardless of Whether Existing Notes Are Being Physically Delivered Herewith, Other Than Holders Effecting Delivery Through ATOP)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to Newmont the principal amount of the Existing Notes listed in the table entitled “ Description of Existing Notes Tendered. ”

Signature of Registered Holder(s) or Authorized Signatory (see Area Code and Telephone Number Date guarantee requirement below)

If the holder(s) of Existing Notes [is]/[are] tendering any Existing Notes, this Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on (1) the certificate(s) for the Existing Notes or (2) a securities position listing of DTC, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth at the line entitled “ Capacity (full title) ” and submit evidence satisfactory to the Exchange Agent and Newmont of such person’s authority to so act. See Instruction 6.

Name(s) :

(Please Type or Print)

Capacity (full title):

Address: (Including Zip Code)

SIGNATURE GUARANTEE (If required—See Instruction 6)

Signature(s) Guaranteed by

an Eligible Guarantor Institution: (Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated:

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS

1. Delivery of this Letter of Transmittal. This Letter of Transmittal is to be completed by tendering holders of Existing Notes if certificates representing Existing Notes are to be physically delivered to the Exchange Agent or if Existing Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. Holders of Existing Notes who tender their Existing Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; provided that all holders of Existing Notes located in Canada are required to complete, sign and submit the Canadian Eligibility Form (which is attached as Annex A to this Letter of Transmittal) to the Exchange Agent, regardless of whether such holders are submitting the Letter of Transmittal or executing their tenders through DTC’s ATOP procedures.

Certificates for all physically tendered Existing Notes or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Existing Notes delivered electronically, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offers by causing DTC to transfer Existing Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Existing Notes for purposes of the Exchange Offers.

Delivery of this Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. This Letter of Transmittal should not be sent to Newmont or DTC.

The method of delivery of Existing Notes, this Letter of Transmittal and all other required documents to the Exchange Agent, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the election and risk of the holder of Existing Notes. Holders of Existing Notes should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent prior to the Expiration Date. Do not send this Letter of Transmittal or any Existing Notes to anyone other than the Exchange Agent.

Neither Newmont nor the Exchange Agent is under any obligation to notify any tendering holder of Existing Notes of Newmont’s acceptance of tendered Existing Notes prior to the Expiration Date.

2. Partial Tenders (not applicable to Holders of Existing Notes who tender by book-entry transfer). If less than all of the Existing Notes evidenced by a submitted certificate are to be tendered, the tendering holder of Existing Notes(s) should fill in the aggregate principal amount of Existing Notes to be tendered in the box above entitled “ Description of Existing Notes Tendered .” A reissued certificate representing the balance of non-tendered Existing Notes will be sent to such tendering holder of Existing Notes, unless otherwise provided in the appropriate box in this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE EXISTING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. Delivery of the Registered Notes. Registered Notes to be issued according to the terms of the applicable Exchange Offer, if consummated, will be delivered in book-entry form. The appropriate DTC participant name and number (along with any other required account information) needed to permit such delivery must be provided in the table entitled “ Method of Delivery .” Failure to do so will render a tender of the Existing Notes defective, and Newmont will have the right, which it may waive, to reject such delivery. Holders of Existing Notes that anticipate participating in the Exchange Offers other than through DTC are urged to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Registered Notes to be delivered pursuant to the Exchange Offers and to obtain the information necessary to complete the table.

4. Special Issuance and Special Delivery Instructions. Tendering holders of Existing Notes should indicate in the applicable box the name and address to which substitute certificates representing Existing Notes for any Existing Notes not exchanged are to be issued or sent or, in the case of a book-entry delivery of Existing Notes and/or Registered Notes, the appropriate DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Holders tendering Existing Notes by book-entry transfer may request that Existing Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Existing Notes not exchanged will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.

5. Amount of Tenders. Tenders of Existing Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders who do not tender all of their Existing Notes should ensure that they retain a principal amount of Existing Notes amounting to at least the minimum authorized denomination. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Existing Notes tendered.

6. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the holder of the Existing Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such Existing Notes without any change whatsoever.

If any of the Existing Notes tendered hereby are held by two or more holders, each holder must sign this Letter of Transmittal.

If any tendered Existing Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Existing Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, any untendered or unexchanged Existing Notes are to be reissued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in each case, signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution.

An “ Eligible Guarantor Institution ” is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (as the terms are used in Rule 17Ad-15):

a. a bank;

b. a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

c. a credit union;

d. a national securities exchange, registered securities association or clearing agency; or

e. a savings association.

Newmont will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a manually executed facsimile hereof) or directing DTC to transmit an agent’s message, you waive any right to receive notice of the acceptance of your Existing Notes for exchange.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by Newmont, evidence satisfactory to Newmont of their authority to so act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Existing Notes are registered in the name of a commercial bank, broker, dealer, trust company or other nominee must contact such commercial bank, broker, dealer, trust company or other nominee if they desire to tender their Existing Notes.

7. Transfer Taxes. Except as set forth in this Instruction 7, Newmont will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Existing Notes to it, or to its order, pursuant to the Exchange Offers. If issuance of Registered Notes is to be made to, or if Existing Notes not tendered or exchanged are to be registered in the name of, any persons other than the registered holder, or if tendered Existing Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other persons) payable on account of the transfer to such other persons will be billed directly to the tendering holder of Existing Notes and/or withheld from any amounts due unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

8. Validity of Tenders. All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Existing Notes will be determined by Newmont, in its sole discretion, which determination will be final and binding. Newmont reserves the absolute right to reject any and all tendered Existing Notes determined by Newmont not to be in proper form or not to be tendered validly or any tendered Existing Notes acceptance of which by Newmont would, in the opinion of Newmont’s counsel, be unlawful. Newmont also reserves the right to waive, in its sole discretion, any defects, irregularities or conditions of tender as to particular Existing Notes, whether or not waived in the case of other Existing Notes. Newmont’s interpretation of the terms and conditions of the Exchange Offers, including the terms and instructions in this Letter of Transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within the time Newmont determines. Although Newmont intends to notify holders of Existing Notes of defects or irregularities with respect to tenders of Existing Notes, none of Newmont, the Exchange Agent or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification.

Tenders of Existing Notes will not be deemed to have been made until any defects or irregularities have been cured or waived. Any Existing Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of such Existing Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offers.

9. Waiver of Conditions; Amendment of Terms. Newmont, in its sole discretion, may extend the Expiration Date with respect to any or all of the Exchange Offers, subject to applicable law. Subject to applicable law, Newmont expressly reserves the right, in its sole discretion and with respect to any or all of the Exchange Offers, to: (i) delay accepting any Existing Notes, extend the Exchange Offer or terminate the Exchange Offer and not accept any Existing Notes; and (ii) amend, modify or waive, in whole or in part, at any time or from time to time, the terms of the Exchange Offers in any respect, including waiver of any conditions to the consummation of any of the Exchange Offers.

10. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth under “ The Exchange Offers—Withdrawal ” in the Prospectus.

11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at its telephone numbers set forth in this Letter of Transmittal and in the Prospectus. Questions regarding the terms of the Exchange Offers may be directed to the Exchange Agent at its address and telephone number set forth under “ The Exchange Offers—Exchange Agent ” in the Prospectus.

12. Tax Identification Number; Backup Withholding. Under United States federal income tax laws, payments made with respect to the Exchange Offers may be subject to backup withholding (currently, at a rate of 24%). Generally, such payments may be subject to backup withholding if a holder of Existing Notes fails to provide its taxpayer identification number (“ TIN ”) or certification of exempt status or has been notified by the Internal Revenue Service (the “ IRS ”) that payments to it are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against a holder of Existing Notes United States federal income tax liability and may entitle such holder of Existing Notes to a refund, provided that it furnishes the required information to the IRS on a timely basis.

To avoid backup withholding, each tendering Holder of Existing Notes of Existing Notes that is a “United States person” for United States federal income tax purposes must notify the Exchange Agent of its correct TIN by completing an IRS Form W-9 and certifying on such IRS Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, each tendering holder of Existing Notes that is a “United States person” for United States federal income tax purposes is required to certify on the Form W-9 that such holder is not subject to backup withholding because (i) such Holder of Existing Notes is exempt from backup withholding, (ii) such holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified such Holder of Existing Notes that such holder is no longer subject to backup withholding. If the Exchange Agent or other applicable withholding agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, a tendering holder of Existing Notes that is a “United States person” for United States federal income tax purposes may be subject to penalties imposed by the IRS and payments made to such person pursuant to the Exchange Offers may be subject to backup withholding as described above. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how a “United States person” for United States federal income tax purposes may obtain a TIN if it does not have one, and how to complete IRS Form W-9 if the Existing Notes are held in more than one name), consult the instructions on the IRS Form W-9 enclosed with this Letter of Transmittal.

To prevent backup withholding, each tendering holder of Existing Notes that is not a “United States person” for United States federal income tax purposes should (i) submit a properly completed IRS Form W- 8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 to the Exchange Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained at www.irs.gov.

NOTE: FAILURE TO COMPLETE AND RETURN AN IRS FORM W-9 (OR, IF YOU ARE NOT A UNITED STATES PERSON, THE APPLICABLE IRS FORM W-8) MAY RESULT IN BACKUP WITHHOLDING TAX ON PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS, AS WELL AS WITH RESPECT TO THE REGISTERED NOTES.

In order to tender, a holder of Existing Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s ATOP procedures. Only manually signed copies of this Letter of Transmittal will be accepted.

The Exchange Agent for the Exchange Offers is: The Bank of New York Mellon Trust Company, N.A.

By Regular, Registered or Certified Mail, By Overnight Courier or By Hand

By Facsimile 111 Sanders Creek Parkway For Information or Confirmation by Telephone: (For Eligible Institutions only): East Syracuse, NY 13057 (315) 414-3034 (732) 667-9408 Attention: Tiffany Castor Attention: Tiffany Castor E-mail: [email protected]

Questions regarding the Exchange Offers or the completion of this Letter of Transmittal or the Canadian Eligibility Form attached as Annex A hereto should be directed to the Exchange Agent, The Bank of New York Mellon Trust Company, N.A., at the telephone numbers and address set forth above. You may also contact your commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offers.

requester. Do not TIN, later. or Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. U.S. person a Date a General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Form W-9 (Rev. 10-2018) Cat. No. 10231X Sign Here Signature of Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Employer identification number – Part II Certification Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification a Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or C Corporation S Corporation PartnershipTrust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Other (see instructions) a 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a Social security number – –

Page 2 Form W-9 (Rev. 10-2018) By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Page 3 Form W-9 (Rev. 10-2018) Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single-member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate

Page 4 Form W-9 (Rev. 10-2018) The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4

Page 5 Form W-9 (Rev. 10-2018) 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The individual The actual owner of the account or, if combined funds, the first individual on the account1 Each holder of the account The minor2 The grantor-trustee1 The actual owner1 The owner3 The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 11. Association, club, religious, charitable, educational, or other tax-exempt organization 12. Partnership or multi-member LLC 13. A broker or registered nominee The owner Legal entity4 The corporation The organization The partnership The broker or nominee For this type of account: Give name and EIN of: 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The public entity The trust

Page 6 Form W-9 (Rev. 10-2018) The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

ANNEX A

Canadian Eligibility Form

Information relating to Canadian participants in Newmont Goldcorp Corporation’s (“ Newmont ”) exchange offers in respect of (i) the outstanding 3.625% Notes due 2021 issued by Newmont, (ii) the outstanding 3.700% Notes due 2023 issued by Newmont and (iii) the outstanding 5.450% Notes due 2044 issued by Newmont (collectively, the “ Existing Notes ”).

All holders of Existing Notes located in Canada are required to complete, sign and submit this Canadian Eligibility Form to The Bank of New York Mellon Trust Company, N.A., acting as exchange agent, regardless of whether such holders are submitting a Letter of Transmittal or executing their tenders through ATOP procedures of DTC.

* * *

The undersigned has completed the following and acknowledges that Newmont is relying on such information in respect of itself as the beneficial owner of Existing Notes or on behalf of all beneficial owners on behalf of which the undersigned is acting. If the space provided below is inadequate, list the certificate numbers, CUSIP numbers, principal amounts and other information on a separately executed schedule and affix the schedule to this Eligibility Form.

The paragraph number in the The paragraph number in the definition of definition of Full Legal Name(s), “accredited investor” in section “permitted client” in section Address(es) and 1.1 of NI 45-106 (as defined 1.1 of NI 31-103 (as defined Telephone No. (s) of such herein) that applies to the herein) that applies to the Beneficial Title of CUSIP Beneficial Owner (select only Beneficial Owner (select only

Owner Security Number one) one)

A- 1

Series of Existing Notes CUSIP VOI Number Dealer Principal Amount Held 3.625% Notes due 2021 144A: 651639 AQ9

Reg S: U65163 AB0

3.700% Notes due 2023 144A: 651639 AS5

Reg S: U65163 AC8

5.450% Notes due 2044 144A: 651639 AU0

Reg S: U65163 AD6

A- 2

By: Institution:

(Signature)

Name: Address:

Title:

(City/State/Postal Code)

Dated:

(Country)

Telephone:

(including country code)

E-Mail:

A- 3

ACCREDITED INVESTOR STATUS

“ accredited investor ,” as defined in National Instrument 45-106— Prospectus Exemptions (“ NI 45-106 ”) or Section 73.3(1) of the Securities Act (Ontario), as applicable, means:

(1) except in Ontario, a Canadian financial institution or a Schedule III bank;

(2) in Ontario, a financial institution described in paragraph 1, 2 or 3 of section 73.1(1) of the Securities Act (Ontario);

(3) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(4) in Ontario, the Business Development Bank of Canada;

(5) except in Ontario, a subsidiary of any person referred to in paragraph (1) or (3) above, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

(6) in Ontario, a subsidiary of any person or company referred to in paragraph (2) or (4) above, if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

(7) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

(8) in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by regulations;

(9) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (7) above;

(10) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

(11) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(12) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or of the government of a province or territory of Canada;

(13) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

(14) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(15) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

(16) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada;

(17) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000;

(18) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;

(19) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

A- 4

(20) an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

(21) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

(22) an investment fund that distributes or has distributed its securities only to:

(i) a person that is or was an accredited investor at the time of the distribution;

(ii) a person that acquires or acquired securities in the circumstances referred to in Section 2.10 ( Minimum amount investment ) or 2.19 ( Additional investment in investment funds ) of NI 45-106; or

(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 ( Investment fund reinvestment ) of NI 45-106;

(23) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

(24) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

(25) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(26) a registered charity under the Income Tax Act (Canada) that, in regard to trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

(27) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraph (1), (3), (5), (7) or (15) above (and, in Ontario, paragraph (2), (4), (6), (8) or (16) above) in form and function;

(28) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

(29) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

(30) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor;

(31) in Ontario, a person or company that is recognized or designated by the Ontario Securities Commission as an accredited investor; or

(32) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

For purposes of the foregoing definition all monetary references are in Canadian Dollars and:

“ Canadian financial institution ” means:

(1) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of the Cooperative Credit Associations Act (Canada); or

(2) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire , financial services cooperative or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

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“ control person ” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of the combination of persons that holds:

(1) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or

(2) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer.

“ director ” means:

(1) a member of the board of directors of a company or an individual who performs similar functions for a company; and

(2) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

“ eligibility adviser ” means:

(1) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed;

(2) in Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada; provided that the lawyer or public accountant must not have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and

(3) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous twelve months.

“ EVCC ” means an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments.

“ executive officer ” means, for an issuer, an individual who is:

(1) a chair, vice chair or president;

(2) a vice president in charge of a principal business unit, division or function including sales, finance or production; or

(3) performing a policy-making function in respect of the issuer.

“ financial assets ” means:

(1) cash;

(2) securities; or

(3) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“ foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada.

“ founder ” means, in respect of an issuer, a person who:

(1) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and

(2) at the time of the distribution or trade is actively involved in the business of the issuer.

“ fully managed account ” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

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“ jurisdiction ” means a province or territory of Canada except when used in the term foreign jurisdiction.

“ investment fund ” means a mutual fund or a non-redeemable investment fund and, for greater certainty in British Columbia, includes an EVCC and VCC.

“ local jurisdiction ” means the jurisdiction in which the Canadian securities regulatory authority is situate.

“ non-redeemable investment fund ” means an issuer:

(1) whose primary purpose is to invest money provided by its security holders;

(2) that does not invest;

(a) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or

(b) for the purpose of being actively involved in the management of any issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(3) that is not a mutual fund.

“ person ” includes:

(1) an individual;

(2) a corporation;

(3) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(4) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“ regulator ” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction.

“ related liabilities ” means:

(1) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(2) liabilities that are secured by financial assets.

“ Schedule III bank ” means an authorized foreign bank named in Schedule III of the Bank Act (Canada).

“ spouse ” means, an individual who:

(1) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

(2) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(3) in Alberta, is an individual referred to in paragraph (1) or (2) above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

“ subsidiary ” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

“ VCC ” means a venture capital corporation registered under Part 3 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments.

* * * * * * * *

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PERMITTED CLIENT STATUS

“ permitted client ,” as defined in National Instrument 31-103— Regulation Requirements, Exemptions and Ongoing Registrant Obligations (“ N1 31-103 ”), means:

(1) a Canadian financial institution or a Schedule III bank;

(2) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(3) a subsidiary of any person or company referred to in paragraph (1) or (2) above, if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

(4) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;

(5) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly- owned subsidiary of such a pension fund;

(6) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (1) to (5) above;

(7) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(8) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(9) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

(10) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;

(11) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(12) an investment fund if one or both of the following apply:

(a) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

(b) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

(13) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

(14) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

(15) an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5 million;

(16) a person or company that is entirely owned by an individual or individuals referred to in paragraph (15) above, who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

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(17) a person or company, other than an individual or an investment fund, that has net assets of at least CAD$25 million as shown on its most recently prepared financial statements;

(18) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (1) to (17) above.

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