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Newmont Recommends Stockholders Reject “Mini-Tender” Offer by TRC Capital

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Newmont Mining Corporation (NYSE:NEM) (“Newmont” or “the Company”) has received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 4,000,000 (approximately 0.80 percent of the outstanding) shares of common stock of Newmont at $25.15 per share. This offering price is 4.41 percent BELOW the $26.31 per share closing price of Newmont shares on September 3, 2014, the day before the offer. TRC has made its offer subject to numerous conditions and has stated that it may terminate or amend its offer if, among other things, it does not obtain sufficient financing on terms satisfactory to it or there is any decrease in the market price of the shares.

Newmont recommends that:

  • Stockholders who have not responded to the TRC offer take no action because the offer is at a price below the current market price for Newmont shares and is subject to numerous conditions; and
  • Any stockholders who have tendered shares to the TRC offer withdraw those shares by providing the written notice described in the TRC offering documents before the expiration of the offer, which currently is scheduled for 12:01 a.m., New York City time, on Friday, October 3, 2014.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, are offers to acquire less than five percent of a company’s outstanding shares and avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission, and other procedures required by U.S. securities laws.

The SEC has expressed serious concerns and cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Newmont encourages stockholders, stockbrokers and dealers, as well as other market participants, to review the SEC’s Investor Tips and recommendations regarding mini-tender offers, which can be found at http://www.sec.gov/investor/pubs/minitend.htm and http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, as well the New York Stock Exchange’s recommendations, which can be found under the “Regulation – NYSE – Rules & Interpretations – Information Memos” tab at http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.

Newmont urges stockholders to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC’s offer.

Newmont is not associated with TRC, its mini-tender offer or the offer documentation.

About Newmont

Founded in 1921 and publicly traded since 1925, Newmont is a leading producer of gold and copper. Headquartered in Colorado, the Company has approximately 30,000 employees and contractors, with the majority working at managed operations in the United States, Australia, New Zealand, Peru, Indonesia and Ghana. Newmont is the only gold company listed in the S&P 500 index and in 2007 became the first gold company selected to be part of the Dow Jones Sustainability World Index. Newmont is an industry leader in value creation, supported by its leading technical, environmental, and health and safety performance.

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