8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2012

Newmont Mining Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-31240		84-1611629
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
6363 South Fiddlers Green Circle Greenwood Village, CO		80111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 863-7414

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 5, 2012, Newmont Mining Corporation, a Delaware corporation (the “Company”), issued a news release announcing the pricing of its previously announced public offering of $2.5 billion of senior notes consisting of 3.500% senior notes due 2022 in the principal amount of $1.5 billion and 4.875% senior notes due 2042 in the principal amount of $1.0 billion.

A copy of the news release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

This Form 8-K shall be deemed to be incorporated by reference into the prospectus supplement to be filed with the Securities and Exchange Commission on March 6, 2012, forming part of the Company’s Registration Statement on Form S-3ASR (No. 333-161915) and part of such prospectus from the date of the filing thereof.

Important Legal Information

This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus.

An electronic copy of the prospectus supplement and accompanying base prospectus for the offering may be obtained at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, March 5, 2012

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SIGNATURES

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 MINING CORPORATION
Dated: March 6, 2012	By:	/s/ Stephen P. Gottesfeld
		Name: Stephen P. Gottesfeld
		Title: Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, March 5, 2012

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EX-99.1

Exhibit 99.1

Newmont Announces Pricing of Senior Notes Offering

DENVER, March 5, 2012– Newmont Mining Corporation (NYSE: NEM) (the “Company”) today announced the pricing of its public offering of $2.5 billion of senior notes, consisting of 3.500% senior notes due 2022 in the principal amount of $1.5 billion and 4.875% senior notes due 2042 in the principal amount of $1.0 billion (the “Notes”). Subject to customary conditions, the offering is expected to close on March 8, 2012. The offering is being made pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission.

The Notes will be senior unsecured obligations of the Company and will rank equally with the Company’s existing and future unsecured senior debt and senior to the Company’s future subordinated debt. The Notes will be guaranteed on a senior unsecured basis by the Company’s subsidiary Newmont USA Limited.

The Company estimates that the net proceeds from the offering will be approximately $2,460 million, after deducting estimated discounts and expenses. The Company intends to use the net proceeds of this offering for (i) repayment of the outstanding balance under the Company’s senior revolving credit facility (which was drawn upon in January and February 2012 principally to repay the Company’s 2012 convertible senior notes and to pay a portion of the payments in connection with the exercise of the early purchase option under the sale-leaseback for the Company’s refractory ore treatment plant in Nevada) (ii) settlement of certain forward starting swaps contracts, (iii) remaining payments to be made during 2012 in connection with the exercise of the early purchase option under the sale-leaseback agreement relating to the Company’s refractory ore treatment plant in Nevada, and (iv) general corporate purposes (which may include funding associated with exploration, the development of the Company’s project pipeline or dividends or other forms of capital return to the Company’s shareholders). The Company intends to place the remaining proceeds in short-term liquid investments.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as the joint book-running managers for the offering. Copies of the prospectus supplement and accompanying base prospectus for the offering may be obtained from Citigroup, Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn NY 11220 or by telephone at (877) 858-5407, J.P. Morgan Securities LLC, National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or by telephone collect at (212) 834-4533. An electronic copy of the prospectus supplement and accompanying base prospectus for the offering may also be obtained at www.sec.gov.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus.

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Investor Contacts
John Seaberg	303.837.5743	john.seaberg@newmont.com
Karli Anderson	303.837.6049	karli.anderson@newmont.com
Media Contacts
Omar Jabara	303.837.5114	omar.jabara@newmont.com
Diane Reberger	303.967.9455	diane.reberger@newmont.com

Cautionary Statement

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements may include, without limitation: statements as to the expected closing date for the offering and the use of proceeds from the offering. Where the Company 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”. Such risks include, but are not limited to, gold and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political and operational risks in the countries in which we operate, and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company’s 2011 Annual Report on Form 10-K, filed on February 24, 2012, with the Securities and Exchange Commission, as well as the Company’s other SEC filings. The Company does not undertake any obligation to release publicly revisions to any “forward-looking statement” to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’ own risk.