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Newmont Mining Plans To Reject Barrick Gold's Hostile Bid

Newmont Mining Corp. (NEM) said that its Board has determined that Barrick Gold Corp.'s (GOLD, ABX.TO) unsolicited, all-stock negative premium proposal to acquire Newmont is not in the best interests of Newmont's shareholders.

Newmont said its board concluded that Barrick's proposal does not constitute, and would not reasonably be expected to constitute, a Newmont Superior Proposal (as such term is defined in the arrangement agreement between Newmont and Goldcorp Inc. (GG,G.TO)).

Newmont noted that its previously announced combination with Goldcorp represents a superior value creation opportunity to generate long-term value through an unmatched portfolio of operations, projects, exploration opportunities, reserves and talent.

To realize the savings from Newmont's and Barrick's Nevada-related operations, Newmont today submitted a joint venture proposal to Barrick. The terms of the proposal are modeled on similar terms to other successful joint ventures, including ones that Barrick has with Newmont and Goldcorp.

Key terms of the joint venture proposal to combine the Nevada-related operations of Newmont Goldcorp and Barrick include: Barrick to hold an economic interest equal to 55 percent and Newmont Goldcorp to hold a 45 percent economic interest. The proposed economic interests are based upon analyst consensus Net Present Values for each company's Nevada-related assets and an equal split of Barrick's estimated Nevada synergies.

Newmont Goldcorp and Barrick will have an equal number of representatives on the Management and Technical Committees. Decisions by the Management Committee shall be determined by majority vote, with the voting power of the parties' representatives based on their respective economic interests, subject to a list of customary material matters requiring joint approval. The proposed joint venture's Operational Management will be jointly appointed by both parties and will be responsible for day-to-day operations.

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