SUMMARY

        This proxy statement is being furnished to the stockholders of Newmont Mining Corporation ("Newmont" or the "Company") in connection with the solicitation of proxies by the Newmont board of directors for use at a special meeting of stockholders to be held on April 11, 2019 at 8 a.m. local time, unless adjourned or postponed to a later date, and at any reconvened meeting following any adjournment or postponement thereof. The special meeting will be held at the Four Seasons Hotel, 1111 14th Street, Denver, Colorado 80202. The purpose of the special meeting is for Newmont stockholders to consider and vote on certain proposals in connection with the transaction contemplated by the arrangement agreement, dated as of January 14, 2019, by and between Newmont and Goldcorp Inc. ("Goldcorp"), which was subsequently amended on February 19, 2019 (as amended, the "arrangement agreement"), pursuant to which Newmont will acquire all of the outstanding shares of Goldcorp in exchange for newly issued shares of Newmont common stock and cash provided by Newmont pursuant to a plan of arrangement (the "plan of arrangement") and Goldcorp will become a wholly-owned subsidiary of Newmont (the "arrangement").

        This summary highlights information contained elsewhere in this proxy statement. Newmont urges you to read carefully the remainder of this proxy statement, including the attached annexes, the documents incorporated by reference into this proxy statement and the other documents to which Newmont and Goldcorp have referred you because this section does not provide all of the information that might be important to you with respect to the arrangement and the related matters being considered and voted on by the Newmont stockholders at the Newmont special meeting. See also the section entitled "Where You Can Find More Information" beginning on page 147 of this proxy statement. Newmont has included page references to direct you to a more complete description of the topics presented in this summary.

THE COMPANIES

Newmont Mining Corporation (see page 119)

        Newmont, headquartered in Greenwood Village, Colorado, is primarily a gold producer with significant operations and/or assets in the United States, Australia, Peru, Ghana and Suriname. As of December 31, 2018, Newmont had attributable proven and probable gold reserves of 65.4 million ounces and an aggregate land position of approximately 24,000 square miles (63,000 square kilometers). Newmont is also engaged in the production of copper, principally through operations in Boddington in Australia and Phoenix in the United States. Its regions include North America, South America, Australia, and Africa. Its North America segment consists primarily of Carlin, Phoenix, Twin Creeks and Long Canyon and Cripple Creek & Victor in the United States. Its South America segment consists primarily of Yanacocha in Peru and Merian in Suriname. Its Australia segment consists primarily of Boddington, Tanami and Kalgoorlie in Australia. Its Africa segment consists primarily of Ahafo and Akyem in Ghana. Newmont's original predecessor corporation was incorporated in 1921 under the laws of Delaware.

        The principal trading market for Newmont's common stock is the NYSE under the symbol "NEM." Newmont's principal executive offices are located at 6363 South Fiddler's Green Circle, Greenwood Village, Colorado 80111. Its telephone number is (303) 863-7414. Newmont's website is located at www.newmont.com (the contents of which are not part of this proxy statement).

Goldcorp Inc. (see page 119)

        Goldcorp is a senior gold producer engaged in the acquisition, exploration, development, operation, and reclamation of precious metal properties in Canada, the United States, Mexico, and Central and South America.

        Goldcorp was founded in 1994 and is currently headquartered in Vancouver, British Columbia, Canada. Goldcorp's principal operating mining properties are comprised of the Éléonore, Musselwhite,

Porcupine and Red Lake gold mine complexes in Canada; the Peñasquito gold-silver-lead-zinc mine in Mexico; the Cerro Negro gold-silver mine in Argentina; and the Pueblo Viejo gold-silver-copper mine (40.0% interest) in the Dominican Republic. Goldcorp's development projects include the Coffee gold project and Borden gold project in Canada, and the NuevaUnión gold-copper project (50.0% interest) and Norte Abierto gold project (50.0% interest) in Chile.

        Goldcorp's current sources of operating cash flows are primarily from the sale of gold, silver, lead, zinc and copper. Goldcorp's principal product is refined gold bullion sold primarily in the London spot market. In addition to gold, Goldcorp also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito mine, which is sold to third party smelters and refineries.

        The Goldcorp common shares are listed and posted for trading on the TSX under the symbol "G" and on the NYSE under the symbol "GG." Goldcorp is a corporation governed by the Business Corporations Act (Ontario). Its principal executive offices are located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8, and its registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2. Its telephone number is (604) 696-3000. Its website is located at www.goldcorp.com (the contents of which are not part of this proxy statement).

SPECIAL MEETING OF NEWMONT STOCKHOLDERS

The Special Meeting (see page 59)

        Newmont stockholders are being asked to consider and vote on the following proposals in connection with the arrangement:

1.

to approve an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont's authorized shares of common stock from 750,000,000 shares to 1,280,000,000 shares (the "amendment proposal");



2.

to approve the issuance of shares of Newmont common stock to Goldcorp shareholders in connection with the arrangement agreement (the "share issuance proposal"); and



3.

subject to the provisions of the arrangement agreement, to approve the adjournment or postponement of the Newmont special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the amendment proposal or the share issuance proposal.

        The Newmont stockholder vote on such proposals will take place at a special meeting to be held at 8 a.m. local time, on April 11, 2019, unless adjourned or postponed to a later date, at the Four Seasons Hotel, 1111 14th Street, Denver, Colorado 80202.

Record Date for the Special Meeting (see page 59)

        You can vote at the special meeting all of the shares of Newmont's common stock you held of record as of the close of business on February 20, 2019, which is the record date for the special meeting. As of the close of business on the record date, there were 532,669,445 shares of Newmont's common stock outstanding.

Recommendations of the Newmont Board of Directors (see page 78)

        The Newmont board of directors unanimously recommends that you vote "FOR" each of the proposals to be considered and voted upon at the special meeting. In connection with its decision to recommend that you vote "FOR" each of the proposals, the Newmont board of directors has determined that it is advisable and in the best interests of Newmont and its stockholders to amend the Newmont Restated Certificate of Incorporation to increase Newmont's authorized shares of common stock and to issue the Newmont common stock in connection with the arrangement. See "The

Arrangement—Newmont's Reasons for the Arrangement" beginning on page 74 of this proxy statement and "The Arrangement—Recommendations of the Newmont Board of Directors" beginning on page 78 of this proxy statement for more information about the factors considered by the Newmont board of directors.

Required Vote (see page 62)

        Each share of Newmont's common stock is entitled to one vote at the special meeting. The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, "shares of capital stock of the Company" includes all shares of common stock entitled to vote at the special meeting. Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the special meeting. Banks, brokers and other nominees that hold their customers' shares in street name may not vote their customers' shares on "non-routine" matters without instructions from their customers. As each of the proposals to be voted upon at the special meeting is considered "non-routine," such organizations do not have discretion to vote on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a "broker non-vote"). As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposals, your shares will be considered present at the special meeting and will be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal, but will not be voted with respect to the other proposals.

        Approval of the proposals presented at the special meeting will require the following:

•

Approval of the adoption of the amendment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Newmont's common stock as of the record date for the special meeting. An abstention from voting or a broker non-vote on this proposal will have the same effect as a vote against this proposal.



•

Approval of the share issuance proposal will require the affirmative vote of the holders of a majority of the shares of Newmont's common stock properly cast on the proposal at the special meeting. Under the rules of the NYSE, an abstention from voting is effectively treated as a vote cast against this proposal. A broker non-vote on this proposal will have no effect on the outcome of the vote on this proposal.



•

Approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the amendment proposal or the share issuance proposal, will require the affirmative vote of the holders of a majority of the shares of Newmont's common stock properly cast on the proposal at the special meeting. An abstention from voting or a broker non-vote on this proposal will have no effect on the outcome of the vote on this proposal.

Security Ownership of Certain Beneficial Owners and Management (see page 60)

        As of the close of business on February 20, 2019, the current directors and executive officers of Newmont were deemed to beneficially own 2,980,787 shares of Newmont's common stock, constituting, in the aggregate, less than 1% of the shares of Newmont's common stock outstanding on that date.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC"), as described below under "The Special Meeting—Security Ownership of Certain Beneficial Owners and Management" beginning on page 60 of this proxy statement.

THE ARRANGEMENT

        The arrangement agreement provides that at the effective time of the arrangement, Newmont will acquire all of the outstanding Goldcorp common shares. The arrangement will be implemented under the Business Corporations Act (Ontario) and requires approval of (a) at least two-thirds of the votes cast by shareholders who vote (in person or by proxy) at a special meeting of Goldcorp shareholders; and (b) the Ontario Superior Court of Justice (Commercial List). After giving effect to the arrangement, Newmont will own all of the outstanding Goldcorp common shares. As Goldcorp is incorporated in the Province of Ontario, Canada, the acquisition is being effected through an arrangement instead of a merger.

        A copy of the arrangement agreement and the plan of arrangement are attached as Annex A to this proxy statement. You are urged to read the arrangement agreement and the plan of arrangement in their entirety because they are the legal documents that govern the arrangement. For more information on the arrangement, the arrangement agreement and the plan of arrangement, see the section entitled "The Arrangement Agreement and the Plan of Arrangement" beginning on page 120 of this proxy statement.

Consideration Received Pursuant to the Arrangement (see page 121)

        If the arrangement is completed, Goldcorp shareholders (other than Newmont and its affiliates or shareholders that validly exercise, and do not withdraw, their dissent rights) will receive 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 Goldcorp common share (the "consideration"). No fractional shares of Newmont common stock will be issued under the arrangement, and Goldcorp shareholders will receive cash in lieu of any fractional shares of Newmont common stock in accordance with the terms of the plan of arrangement. Upon completion of the arrangement, it is expected that Goldcorp shareholders will own approximately 35% of the outstanding Newmont common stock.

No Solicitation of Alternative Transactions and Changes of Recommendation (see page 131)

        Each of Goldcorp and Newmont has agreed not to, and to cause its subsidiaries and their respective directors, officers and employees not to, and to use its reasonable best efforts to cause its other respective representatives not to:

•

solicit, assist, initiate, knowingly encourage or otherwise facilitate any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an acquisition proposal (as such term is defined under the section entitled "The Arrangement Agreement and the Plan of Arrangement—No Solicitation of Alternative Transactions and Changes of Recommendation" beginning on page 131 of this proxy statement), except as expressly permitted in the arrangement agreement;



•

enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an acquisition proposal;



•

accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any acquisition proposal, except as expressly permitted by the arrangement agreement;

•

(a) fail to make, or withdraw, amend, modify or qualify, in a manner adverse to the other party or fail to publicly reaffirm (without qualification) the recommendation of its board of directors of the arrangement within five business days (and in any case prior to the meeting of its stockholders or shareholders, as applicable) after having been requested in writing by the other party to do so (acting reasonably), (b) accept, approve, endorse or recommend an acquisition proposal (or publicly proposing to do so), (c) take no position or a neutral position with respect to an acquisition proposal for more than five business days after the public announcement of such acquisition proposal, or (d) resolve or propose to take any of the foregoing actions; or



•

make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of its board of directors of the transactions contemplated in the arrangement agreement.

        If, at any time prior to a party obtaining the approval of its stockholders or shareholders, as applicable, Goldcorp or Newmont, as applicable, receives a request for material non-public information or to enter into discussions from a person that makes an unsolicited bona fide written acquisition proposal that did not result from a breach of the arrangement agreement (and which has not been withdrawn) and the party's board of directors determines, in good faith after consultation with its outside financial and legal advisors, that such acquisition proposal constitutes or would reasonably be expected to constitute a superior proposal, as such term is defined under the section entitled "The Arrangement Agreement and the Plan of Arrangement—No Solicitation of Alternative Transactions and Changes of Recommendation" beginning on page 131 of this proxy statement, then, and only in such case, Goldcorp or Newmont, as applicable, may (x) enter into, participate in, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such acquisition proposal, and (y) provide the person making such acquisition proposal with, or access to, confidential information regarding itself and its subsidiaries, but only to the extent that the other party had or has access to the same information, and only if such party is in compliance with the arrangement agreement and Goldcorp or Newmont, as applicable, has entered into a confidentiality and standstill agreement on terms no less favorable in aggregate to Goldcorp or Newmont, as applicable, than the confidentiality agreement entered into between Goldcorp and Newmont in connection with the arrangement.

        The board of directors of each of Goldcorp and Newmont may not change its recommendation in favor of the arrangement unless:

•

the board of directors has determined that the acquisition proposal constitutes a superior proposal;



•

approval of that party's stockholders or shareholders, as applicable, has not been obtained;



•

the party has been, and continues to be, in compliance in all material respects with its non-solicitation covenants; and



•

the party first provides the other party written notice of a superior proposal and a five business day "right to match" the superior proposal (during which period the other party may propose amendments to the arrangement, including to the consideration) and, if the other party has proposed to amend the terms of the arrangement, the board of directors, after consultation with its outside financial and legal advisors, determines that the acquisition proposal remains a superior proposal compared to the other party's proposed amendment to the terms of the arrangement. Each successive modification of any acquisition proposal will require a new written notice and a new five business day period commencing at the time of such new notice.

        Notwithstanding any change in recommendation, unless the arrangement agreement has been terminated in accordance with its terms, the party whose board of directors changed its recommendation must still hold its stockholder or shareholder meeting, as applicable, and allow its

stockholders or shareholders, as applicable, to vote on the arrangement, and such party is not permitted, except in accordance with applicable law, to submit to a vote of its stockholders or shareholders, as applicable, any acquisition proposal other than the arrangement prior to the termination of the arrangement agreement.

        On February 25, 2019, Newmont's chair of the board of directors and Newmont's Chief Executive Officer received a letter from Barrick containing an acquisition proposal. After careful consideration and consultation with outside financial and legal advisors, the board of directors unanimously determined, in good faith, that such acquisition proposal did not constitute a superior proposal to the arrangement with Goldcorp pursuant to the arrangement agreement and would not reasonably be expected to constitute such a superior proposal. See the section entitled "Background of the Transaction" beginning on page 67 of this proxy statement.

Conditions to Completion of the Arrangement (see page 135)

        The respective obligations of Goldcorp and Newmont to complete the arrangement are subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

•

the Goldcorp resolution having been duly approved by the Goldcorp shareholders;



•

the amendment proposal and share issuance proposal having been duly approved by the Newmont stockholders;



•

the interim order and the final order each having been obtained on terms consistent with the arrangement agreement and in form and substance acceptable to each of Newmont and Goldcorp and not having been set aside or modified in a manner unacceptable to either Goldcorp or Newmont, on appeal or otherwise;



•

no order or law then being in effect that has the effect of making the arrangement illegal or otherwise preventing or prohibiting consummation of the arrangement;



•

the shares of Newmont common stock to be issued as consideration pursuant to the arrangement having been, subject to customary conditions, approved for listing on the NYSE;



•

all of the Key Regulatory Approvals (as defined in the arrangement agreement) having been obtained; and



•

the shares of Newmont common stock to be issued as consideration pursuant to the arrangement and the replacement RSUs to be issued in exchange for the Goldcorp restricted stock units ("Goldcorp RSUs") pursuant to the arrangement having been exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 3(a)(10) thereof.

        The obligation of Newmont to complete the arrangement is subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

•

the accuracy of the representations and warranties made by Goldcorp in the arrangement agreement;



•

Goldcorp having complied in all material respects with the covenants required to be performed by it in the arrangement agreement;



•

no material adverse effect in respect of Goldcorp having occurred or been disclosed to the public (if previously undisclosed) since the date of the arrangement agreement;



•

Goldcorp having provided to Newmont a certificate of two senior officers of Goldcorp certifying as of the effective date that the preceding three conditions have been satisfied; and

•

dissent rights not having been exercised (or, if exercised, not withdrawn) with respect to more than 10% of the issued and outstanding Goldcorp common shares.

        The obligation of Goldcorp to complete the arrangement is subject to the satisfaction or waiver of the following conditions on or before the effective time of the arrangement:

•

the accuracy of the representations and warranties made by Newmont in the arrangement agreement;



•

Newmont having complied in all respects with certain covenants specified in the arrangement agreement and in all material respects with all other covenants required to be performed by it in the arrangement agreement;



•

no material adverse effect in respect of Newmont having occurred or been disclosed to the public (if previously undisclosed) since the date of the arrangement agreement; and



•

Newmont having provided to Goldcorp a certificate of two senior officers of Newmont certifying as of the effective date that the preceding three conditions have been satisfied.

Termination of the Arrangement Agreement (see page 137)

        The arrangement agreement may be terminated at any time prior to the effective time of the arrangement, whether before or after the approval of the arrangement by the Goldcorp shareholders and the approval of the share issuance and increase in authorized capital by the Newmont stockholders, respectively, by mutual written agreement of Newmont and Goldcorp or by Newmont or Goldcorp under certain circumstances:

•

the effective date of the arrangement has not occurred on or before the outside date of the arrangement (being July 31, 2019, as such date may be extended in accordance with the arrangement agreement), except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failures;



•

a final and non-appealable law or order is in effect following the execution of the arrangement agreement that makes the consummation of the arrangement illegal or otherwise prohibits or enjoins the parties from consummating the arrangement;



•

Goldcorp shareholder approval of the arrangement is not obtained at the special meeting of Goldcorp shareholders, except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failure;



•

Newmont stockholder approval of the share issuance and increase in authorized capital is not obtained at the special meeting of Newmont stockholders, except that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, such failure;



•

the other party's board of directors changes its recommendation with respect to the arrangement;



•

the other party breaches its non-solicitation covenants in any material respect;



•

a material adverse effect has occurred and is continuing in relation to the other party;

•

the other party has breached any of its representations or warranties or failed to perform any covenant or agreement, which breach or failure to perform would cause certain conditions to the arrangement not to be fulfilled and such conditions are incapable of being satisfied by July 31, 2019 (as such date may be extended in accordance with the arrangement agreement); or



•

its own board of directors changes its recommendation in accordance with the terms of the arrangement agreement and, at the time of termination of the arrangement, either (a) the meeting of Newmont stockholders is scheduled for a date that is later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders has not been scheduled; provided that such right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

        If the arrangement agreement is terminated in accordance with its terms, there will be no liability on the part of any party thereto, except certain provisions of the arrangement agreement will survive such termination.

Termination Fees (see page 138)

        Goldcorp is required to pay a termination fee of $350 million to Newmont in the event that:

•

the arrangement agreement is terminated by Newmont due to a change in recommendation by Goldcorp;



•

the arrangement agreement is terminated by either party due to a failure to obtain the approval of Goldcorp shareholders following a change in recommendation by Goldcorp (but not including termination by either party in circumstances where the change in recommendation by Goldcorp resulted from the occurrence of a material adverse effect in respect of Newmont);



•

the arrangement agreement is terminated by either party due to the effective date of the arrangement not occurring prior to the outside date of the arrangement or a failure to obtain the approval of Goldcorp shareholders, or by Newmont if Goldcorp is in breach of its representations, warranties or covenants under the arrangement agreement, but only if in these termination events:



•

prior to such termination, a bona fide acquisition proposal for Goldcorp shall have been made or publicly announced by any person other than Newmont (and, if the meeting of Goldcorp shareholders is held, is not withdrawn at least five business days prior to the date of the meeting of Goldcorp shareholders); and



•

within 12 months following the date of such termination, (i) Goldcorp or one or more of its subsidiaries enters into a definitive agreement in respect of an acquisition proposal for Goldcorp and such acquisition proposal is later consummated or (ii) an acquisition proposal for Goldcorp shall have been consummated; provided that for the purposes of this section of the arrangement agreement, acquisition proposal refers to a "Goldcorp Acquisition Proposal" as defined in the arrangement agreement except that a reference to "20 per cent" therein shall be deemed to be a reference to "50 per cent"; or



•

the arrangement agreement is terminated by Goldcorp after the Goldcorp board of directors changes its recommendation, and at the time of termination of the arrangement agreement, either (a) the meeting of Newmont stockholders is scheduled for a date later than April 11, 2019, or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders meeting has not been scheduled; provided that the right to terminate the arrangement agreement shall

not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

        Newmont is required to pay a termination fee of $650 million to Goldcorp in the event that:

•

the arrangement agreement is terminated by Goldcorp pursuant to a change in recommendation by Newmont;



•

the arrangement agreement is terminated by either party pursuant to a failure to obtain the approval of Newmont stockholders following a change in recommendation by Newmont (but not including termination by either party in circumstances where the change in recommendation by Newmont resulted from the occurrence of a material adverse effect in respect of Goldcorp);



•

the arrangement agreement is terminated by either party due to the effective date of the arrangement not occurring prior to the outside date of the arrangement or a failure to obtain the approval of Newmont stockholders, or by Goldcorp if Newmont is in breach of its representations, warranties or covenants under the arrangement agreement, but only if in these termination events:



•

prior to such termination, a bona fide acquisition proposal for Newmont shall have been made or publicly announced by any person other than Goldcorp (and, if the meeting of Newmont stockholders is held, is not withdrawn at least five business days prior to the date of the meeting of Newmont stockholders); and



•

within 12 months following the date of such termination, (i) Newmont or one or more of its subsidiaries enters into a definitive agreement in respect of an acquisition proposal for Newmont and such acquisition proposal is later consummated or (ii) an acquisition proposal for Newmont shall have been consummated; provided that for the purposes of this section of the arrangement agreement, acquisition proposal refers to a "Newmont Acquisition Proposal" as defined in the arrangement agreement except that a reference to "20 per cent" therein shall be deemed to be a reference to "50 per cent"; or



•

the arrangement agreement is terminated by Newmont after the Newmont board of directors changes its recommendation, and at the time of termination of the arrangement agreement, either (a) the meeting of Newmont stockholders is scheduled for a date later than April 11, 2019; or (b) it is on or after March 23, 2019 and the meeting of Newmont stockholders meeting has not been scheduled; provided that the right to terminate the arrangement agreement shall not be available to any party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the arrangement agreement has been the cause of, or resulted in, the failure of the meeting of Newmont stockholders to occur on or prior to April 11, 2019.

NEWMONT'S REASONS FOR THE ARRANGEMENT

        In evaluating the arrangement, including the issuance of Newmont common stock to shareholders of Goldcorp in connection with the arrangement, the Newmont board of directors consulted with Newmont's senior management, outside legal counsel and independent financial advisors. In recommending that Newmont stockholders vote in favor of the amendment proposal and the share issuance proposal, the Newmont board of directors also considered a number of factors that it believed supported its determination. For a more detailed discussion of the reasoning of the Newmont board of directors, see "The Arrangement—Newmont's Reasons for the Arrangement" beginning on page 74 of this proxy statement and "The Arrangement—Recommendations of the Newmont Board of Directors" beginning on page 78 of this proxy statement.

RECOMMENDATION OF THE NEWMONT BOARD OF DIRECTORS

        After careful consideration, the Newmont board of directors has determined that it is advisable and in the best interests of Newmont and its stockholders to consummate the arrangement as contemplated by the arrangement agreement. Accordingly, the Newmont board of directors unanimously recommends that Newmont stockholders vote:

•

"FOR" approval of the amendment proposal;



•

"FOR" approval of the share issuance proposal; and



•

"FOR" approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the amendment proposal or the share issuance proposal.

OPINIONS OF NEWMONT'S FINANCIAL ADVISORS TO THE NEWMONT BOARD OF DIRECTORS

Opinion of BMO Capital Markets Corp. to the Newmont Board of Directors (see page 78)

        Newmont has engaged BMO Capital Markets Corp. ("BMOCM") as a financial advisor in connection with the proposed arrangement. In connection with BMOCM's engagement, BMOCM delivered a written opinion, dated January 13, 2019, to the Newmont board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Newmont of the consideration to be paid by Newmont pursuant to the terms and conditions of the arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019 (which is referred to in this section as the "arrangement agreement").

        The full text of BMOCM's written opinion, dated January 13, 2019, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex E to this proxy statement and is incorporated into this proxy statement by reference. The description of BMOCM's opinion set forth below is qualified in its entirety by reference to the full text of BMOCM's opinion. BMOCM's opinion was prepared at the request and for the benefit and use of the Newmont board of directors (in its capacity as such) in connection with its evaluation of the consideration to be paid by Newmont from a financial point of view and did not address any other terms, aspects or implications of the arrangement. BMOCM expressed no opinion as to the relative merits of the arrangement or any other transactions or business strategies discussed by the Newmont board of directors as alternatives to the arrangement or the decision of the Newmont board of directors to proceed with the arrangement, nor did BMOCM express any opinion on the structure, terms (other than the consideration to the extent specified in its opinion) or effect of any other aspect of the arrangement, including, without limitation, any Pre-Acquisition Reorganization (as defined in the arrangement agreement), any terms, aspects or implications of any voting agreement or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the arrangement or the other transactions contemplated by the arrangement agreement. BMOCM's opinion does not constitute a recommendation as to any action the Newmont board of directors should take in connection with the arrangement or the other transactions contemplated by the arrangement agreement or any aspect thereof and is not a recommendation to any director of Newmont on how such person should vote or act with respect to the arrangement or related transactions and proposals. BMOCM's opinion also does not constitute a recommendation to any security holder as to how such holder should vote or act with respect to the arrangement or related transactions or proposals. Newmont has agreed to pay BMOCM and/or certain of its affiliates for its services in connection with the proposed arrangement an aggregate fee of $17 million, of which $4 million was payable upon delivery of BMOCM's opinion and the remainder is payable contingent

upon consummation of the arrangement. For additional information, see "The Arrangement—Opinions of Newmont's Financial Advisors to the Newmont Board of Directors—Opinion of BMO Capital Markets Corp. to the Newmont Board of Directors" beginning on page 78 of this proxy statement.

Opinion of Citigroup Global Markets Inc. to the Newmont Board of Directors (see page 88)

        In connection with the proposed arrangement, Citigroup Global Markets Inc. ("Citi") delivered a written opinion, dated January 13, 2019, to the Newmont board of directors to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the consideration to be paid by Newmont in the arrangement was fair, from a financial point of view, to Newmont.

        The full text of Citi's written opinion, dated January 13, 2019, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex F to this proxy statement and is incorporated into this proxy statement by reference. The description of Citi's opinion set forth below is qualified in its entirety by reference to the full text of Citi's opinion. Citi's opinion was provided for the information of the Newmont board of directors (in its capacity as such) in connection with its evaluation of the consideration from a financial point of view and did not address any other terms, aspects or implications of the arrangement. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Newmont to effect or enter into the arrangement, the relative merits of the arrangement as compared to any alternative business strategies that might exist for Newmont or the effect of any other transaction in which Newmont might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed arrangement or otherwise. Pursuant to an engagement letter between Newmont and Citi, Newmont has agreed to pay Citi for its services in connection with the proposed arrangement an aggregate fee of $17 million, of which $4 million was payable upon delivery of Citi's opinion and $13 million is payable contingent upon consummation of the arrangement. For additional information, see "The Arrangement—Opinions of Newmont's Financial Advisors to the Newmont Board of Directors—Opinion of Citigroup Global Markets Inc. to the Newmont Board of Directors" beginning on page 88 of this proxy statement.

Opinion of Goldman Sachs & Co. LLC to the Newmont Board of Directors (see page 97)

        Goldman Sachs & Co. LLC ("Goldman Sachs") delivered its opinion to the Newmont board of directors that, as of January 14, 2019 and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid by Newmont for each of the Goldcorp common shares pursuant to the arrangement agreement entered into by Newmont and Goldcorp on January 14, 2019 was fair from a financial point of view to Newmont.

        The full text of the written opinion of Goldman Sachs, dated January 14, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Newmont board of directors in connection with its consideration of the arrangement and such opinion is not a recommendation as to how any holder of Newmont common stock should vote with respect to the arrangement or any other matter. Pursuant to an engagement letter between Newmont and Goldman Sachs, Newmont has agreed to pay Goldman Sachs a transaction fee of $17 million, $4 million of which became payable at announcement of the arrangement, and the remainder of which is contingent upon consummation of the arrangement. For additional information, see "The Arrangement—Opinions of Newmont's Financial Advisors to the Newmont Board of Directors—Opinion of Goldman Sachs & Co. LLC to the Newmont Board of Directors" beginning on page 97 of this proxy statement.

THE SUPPORT AND VOTING AGREEMENTS

        On January 14, 2019, in connection with the signing of the arrangement agreement, each of Goldcorp and Newmont entered into support and voting agreements with one another's directors and certain members of one another's respective executive leadership teams, in their capacity as shareholders or stockholders, as applicable, pursuant to which such shareholders or stockholders, as applicable, have agreed, among other things, to vote their respective Goldcorp common shares in favor of the Goldcorp resolution, in the case of Goldcorp shareholders, and vote their respective shares of Newmont common stock in favor of the amendment proposal and share issuance proposal, in the case of Newmont stockholders. As of February 22, 2019, the record date of the Goldcorp meeting, Goldcorp shareholders subject to support and voting agreements with Newmont, collectively, owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 0.57% of the outstanding Goldcorp common shares on a non-diluted basis and approximately 0.66% of the outstanding Goldcorp common shares on a partially-diluted basis, assuming the exercise or vesting of their Goldcorp options and Goldcorp RSUs. As of the record date of the Newmont special meeting, Newmont stockholders subject to support and voting agreements with Goldcorp, collectively, owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 0.22% of the outstanding shares of Newmont common stock on a non-diluted basis and approximately 0.56% of the outstanding Newmont common stock on a partially-diluted basis, assuming the exercise or vesting of their Newmont restricted stock units ("Newmont RSUs"), Newmont performance leveraged stock units ("Newmont PSUs"), Newmont options to purchase shares of Newmont common stock ("Newmont options") and Newmont director stock units ("Newmont DSUs"). Copies of the form of support and voting agreements are attached to this proxy statement as Annex C and Annex D.

BOARD OF DIRECTORS FOLLOWING THE ARRANGEMENT

        Newmont has covenanted with Goldcorp that it will take all actions necessary to ensure that, as of the effective time of the arrangement agreement, two-thirds of the members of the Newmont board of directors will be existing members of the Newmont board of directors and one-third of the members of the Newmont board of directors will be existing members of the Goldcorp board of directors. See "The Arrangement—Board of Directors Following the Arrangement" beginning on page 111 of this proxy statement.

MANAGEMENT FOLLOWING THE ARRANGEMENT

        As part of a planned and orderly leadership succession process, Gary Goldberg, Newmont's Chief Executive Officer, and the Newmont board of directors have been engaged in discussions anticipating a chief executive officer succession in early 2019. To ensure a smooth and successful combination, Mr. Goldberg has agreed to lead the combined company through closure of the transaction and integration of the two companies. Newmont expects this process to be substantially completed in the fourth quarter of 2019, when Mr. Goldberg plans to retire and Thomas Palmer, Newmont's President and Chief Operating Officer, will become President and Chief Executive Officer of the combined company. In addition, Rob Atkinson will be appointed to the role of Executive Vice President and Chief Operating Officer of Newmont, effective June 1, 2019. Nancy Buese is expected to continue in the role of Executive Vice President and Chief Financial Officer and Randy Engel is expected to continue in the role of Executive Vice President, Strategic Development. For additional information, see "The Arrangement—Board of Directors Following the Arrangement" and "The Arrangement—Management Following the Arrangement" beginning on pages 111 and 112 of this proxy statement, respectively.

INTERESTS OF NEWMONT DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION

        No current Newmont directors or executive officers having served at any time since the beginning of 2018 own Goldcorp common shares. None of Newmont's directors or executive officers or their associates has any substantial financial interest, direct or indirect, in the arrangement or the issuance of Newmont common stock to Goldcorp shareholders under the arrangement, other than being a director or executive officer of Newmont and a stockholder of Newmont.

ACCOUNTING TREATMENT

        Newmont prepares its financial statements in accordance with the generally accepted accounting principles in the United States ("U.S. GAAP"). The arrangement will be accounted for using the acquisition method of accounting. Newmont will be treated as the acquirer for accounting purposes. Newmont will record assets acquired, including identifiable intangible assets, and liabilities assumed from Goldcorp at their respective estimated fair values at the date of completion of the arrangement. For additional information, see "The Arrangement—Accounting Treatment" beginning on page 112 of this proxy statement.

REGULATORY APPROVALS

Court Approvals (see page 114)

        The arrangement requires approval by the Court under Section 182 of the OBCA. On February 22, 2019, Goldcorp obtained the interim order providing for the calling and holding of the Goldcorp meeting and other procedural matters. A copy of the interim order is attached as Annex B to this proxy statement. Under the arrangement agreement, Goldcorp is required to seek the final order as soon as reasonably practicable, but in any event not later than three business days following the approval of the Goldcorp resolution by Goldcorp shareholders at the Goldcorp meeting, the approval of the amendment proposal and the share issuance proposal by Newmont stockholders at the special meeting, and the receipt of regulatory approvals. The Court hearing in respect of the final order is expected to take place on or about April 8, 2019 at the Courthouse at 330 University Avenue, Toronto, Ontario, Canada, or as soon thereafter as is reasonably practicable.

Investment Canada Act Approval (see page 115)

        Under the Investment Canada Act (Canada) ("Investment Canada Act"), certain transactions involving the "acquisition of control" of a Canadian business by a non-Canadian are subject to review and cannot be implemented unless the responsible minister or ministers under the Investment Canada Act is satisfied or deemed to be satisfied that the transaction is likely to be of "net benefit" to Canada (a "reviewable transaction"). The transactions contemplated by the arrangement agreement constitute a reviewable transaction under the Investment Canada Act. Pursuant to the arrangement agreement, Newmont submitted its application for review with the Investment Review Division of Innovation, Science and Economic Development Canada on January 29, 2019. As of the date of this proxy statement, the review of the transactions contemplated by the arrangement agreement under the Investment Canada Act is ongoing, and the Investment Canada Act approval required pursuant to the arrangement agreement has not been obtained.

Canadian Antitrust Approval (see page 116)

        Part IX of the Competition Act (Canada) ("Competition Act") requires that parties to certain prescribed classes of transactions provide notifications to the commissioner of competition (the "commissioner") where the applicable thresholds set out in Sections 109 and 110 of the Competition Act are exceeded and no exemption applies ("notifiable transactions"). Subject to certain limited exceptions, a notifiable transaction cannot be completed until the Parties to the transaction have each

submitted the information prescribed pursuant to Subsection 114(1) of the Competition Act (a "notification") to the commissioner and the applicable waiting period has expired, has been terminated early or the appropriate waiver has been provided by the commissioner. The transactions contemplated by the arrangement agreement constitute a notifiable transaction, and as such the parties must comply with the merger notification provisions of Part IX of the Competition Act. On February 11, 2019, the Commissioner issued a no-action letter and a waiver, exempting the parties from filing a notification and terminating the waiting period.

Other Regulatory Approvals (see page 117)

        Completion of the transactions contemplated by the arrangement agreement is also conditional upon the satisfaction of certain notice, filing, waiting period and/or approval requirements under competition or antitrust laws in Mexico and South Korea. The parties submitted their filing with the Comisión Federal de Competencia Económica (Mexico) on February 7, 2019 and with the Korea Fair Trade Commission on February 11, 2019. On February 25, 2019, the Korea Fair Trade Commission issued its decision that the transactions contemplated by the arrangement agreement are not in violation of Article 7(1) of the Monopoly Regulation and Fair Trade Act (South Korea).

NO APPRAISAL RIGHTS

        Under Delaware law, holders of shares of Newmont common stock are not entitled to appraisal rights in connection with the arrangement or any of the matters to be acted on at the special meeting.

HELP IN ANSWERING QUESTIONS

        If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the special meeting, please contact Newmont's proxy solicitor:

1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NEWMONT

        The following tables present the selected historical consolidated statements of operations of Newmont as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. The consolidated balance sheet data as of December 31, 2018 and 2017 and the consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016 have been derived from Newmont's audited consolidated financial statements as of and for the fiscal years ended December 31, 2018, 2017 and 2016 contained in its Annual Report on Form 10-K filed with the SEC on February 21, 2019 (the "Newmont 2018 Annual Report"), which is incorporated by reference into this proxy statement. The consolidated balance sheet data as of December 31, 2016, 2015 and 2014 and the consolidated statement of operations data for the years ended December 31, 2015 and December 31, 2014 have been derived from Newmont's audited consolidated financial statements as of and for such years contained in Newmont's other reports filed with the SEC, which are not incorporated by reference into this proxy statement.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Newmont, including following completion of the arrangement, and you should read the following information together with Newmont's consolidated financial statements and the notes thereto and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Newmont 2018 Annual Report, which is incorporated by reference into this proxy statement, and in Newmont's other reports filed with the SEC. For more information, see the section entitled "Where You Can Find More Information" beginning on page 147 of this proxy statement.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GOLDCORP

        The following tables present the selected historical consolidated statements of earnings of Goldcorp as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. The consolidated balance sheet data as of December 31, 2018 and 2017 and the consolidated statements of earnings data for the years ended December 31, 2018 and 2017 have been derived from Goldcorp's audited consolidated financial statements as of and for the fiscal year ended December 31, 2018 and 2017 contained in its Current Report on Form 6-K, filed with the SEC on February 14, 2019, which is incorporated by reference into this proxy statement. The consolidated balance sheet data as of December 31, 2016 and the consolidated statement of earnings data for the year ended December 31, 2016 have been derived from Goldcorp's audited consolidated financial statements as of and for the fiscal years ended December 31, 2017 and 2016 contained in its Annual Report on Form 40-F, filed with the SEC on March 23, 2018, which is incorporated by reference into this proxy statement. The consolidated balance sheet data as of December 31, 2015 and 2014 and the consolidated statement of earnings data for the years ended December 31, 2015 and 2014 have been derived from Goldcorp's audited consolidated financial statements as of and for such years contained in Goldcorp's other reports filed with the SEC, which are not incorporated by reference into this proxy statement.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Goldcorp, including following completion of the arrangement, and you should read the following information together with Goldcorp's consolidated financial statements and the notes thereto and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in its Current Report on Form 6-K, filed with the SEC on February 14, 2019, which is incorporated by reference into this proxy statement, and in Goldcorp's other reports filed with the SEC. For more information, see the section entitled "Where You Can Find More Information" beginning on page 147 of this proxy statement.