UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 8.01. Other Events.
On October 18, 2023, Newmont Corporation (“Newmont”) issued a press release announcing the effectiveness of the court-approved scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Scheme”) in connection with the pending transaction to acquire all of the issued and outstanding ordinary shares of Newcrest Mining Limited (“Newcrest”). The Scheme was declared effective following the lodging of the orders of the Federal Court of Australia with the Australia Securities and Investments Commission. Newcrest shareholders had voted to approve the Scheme at a meeting of shareholders held on October 13, 2023.
All regulatory, shareholder and legal approvals for the proposed acquisition of Newcrest by Newmont have been secured. Newmont and Newcrest anticipate the transaction to close in early November, subject to the satisfaction of customary closing conditions.
A copy of Newmont’s press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K, and the exhibit hereto, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” within the meaning of applicable Australian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future business and financial performance and financial condition; and often contain words such as “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “pending,” “proposed” or “potential.” Forward-looking statements may include, without limitation, statements relating to (i) the pending transaction to acquire the share capital of Newcrest, timing and closing of the pending transaction, including satisfaction of customary closing conditions; (ii) estimates of expected synergies; (iii) estimates of expected incremental cash flow generation and portfolio optimization opportunities and (iv) other expectations regarding the combined business.
Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Risks relating to forward looking statements in regard to the combined business and future performance may include, but are not limited to, gold and other metals price volatility, currency fluctuations, operational risks, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political risk, community relations, conflict resolution governmental regulation and judicial outcomes and other risks. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Newmont’s and Newcrest’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the pending transaction; the risk associated with the timing of the closing of the pending transaction, including the risk that the pending transaction may fail to be implemented for any reason; the outcome of any legal proceedings that have been or may be instituted against the parties and others related to the scheme implementation deed, dated as of May 15, 2023, as amended by a letter deed dated September 4, 2023 and further amended from time to time; unanticipated difficulties or expenditures relating to the pending transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; risks relating to the value of the scheme consideration to be issued in connection with the pending transaction; the anticipated size of the markets and continued demand for Newmont’s and Newcrest’s resources and the impact of competitive responses to the announcement of the transaction; and the diversion of management time on pending transaction-related issues. For a more detailed discussion of such risks and other factors, see Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the United States Securities and Exchange Commission (“SEC”) on February 23, 2023, as updated by the current report on Form 8-K Filed with the SEC on July 20, 2023, as well as Newmont’s other SEC filings, including the Definitive Proxy Statement, filed with the SEC on September 5, 2023, available on the SEC website or www.newmont.com. Newcrest’s most recent annual financial report for the fiscal year ended June 30, 2023 as well as Newcrest’s other filings made with Australian securities regulatory authorities are available on the Australian Securities Exchange website (www.asx.com.au) or www.newcrest.com. Newmont and Newcrest do not undertake any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events or circumstances after the date of this current report on Form 8-K, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’ own risk.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 18, 2023 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Newmont Corporation | ||
| Date: October 18, 2023 | By: | /s/ Logan Hennessey |
| Logan Hennessey | ||
| Vice President, Associate General Counsel and Corporate Secretary | ||