NEM 8-K Current Reports

Newmont 8-K Report, Financial Results (Oct 22, 2026)

Newmont Corporation reported its third-quarter 2026 results, demonstrating strong operational execution and positioning to meet full-year guidance. The company produced approximately 1.3 million attributable gold ounces and generated $1.9 billion in free cash flow. Newmont continues to prioritize shareholder returns, having returned $1.9 billion to shareholders through dividends and share repurchases since its last earnings call, resulting in a notable reduction in its total share count. The company also announced an improved full-year cost outlook, with Gold by-product Costs Applicable to Sales (CAS) and All-In Sustaining Costs (AISC) showing positive trends. Key project developments include progress on the Red Chris Block Cave project and completion of shaft construction at Tanami Expansion 2, both advancing according to or ahead of schedule. Financially, Newmont reported a Net Income of $2.5 billion and an Adjusted Net Income of $2.3 billion ($2.20 per diluted share), with Adjusted EBITDA at $4.0 billion. The balance sheet remains robust, ending the quarter with $8.8 billion in cash and $12.8 billion in total liquidity, maintaining a net cash position of $3.2 billion. The company also amended its Nevada Gold Mines Joint Venture agreement and continues to advance its capital allocation framework, emphasizing sustaining capital investment, a sustainable dividend, disciplined development capital, and an optimized capital structure.

Oct 22, 2026 8-K

Material AgreementsRegulation FDExhibits & Filings

Newmont 8-K Report, Executive Changes (Aug 20, 2026)

Newmont Corporation (NEM) announced a significant addition to its Board of Directors with the appointment of Peter David Beaven as an independent director, effective September 1, 2026. Mr. Beaven brings a wealth of global mining and finance expertise, having previously served as Group Chief Financial Officer of BHP. His extensive experience in strategy, mergers, acquisitions, divestments, and financial functions, including investor relations, is expected to be a valuable asset to Newmont's board. Furthermore, Mr. Beaven will be joining the Audit Committee, a crucial role given his background. His current involvements include serving as Chair and interim CEO of Renewable Metals Pty Ltd., and as a Senior Adviser to Global Infrastructure Partners, indicating his continued engagement in the resources and investment sectors. This appointment signals a strategic strengthening of the Board's oversight and financial acumen.

Aug 20, 2026 8-K

Newmont 8-K Report, Material Agreement (Aug 13, 2026)

On August 10, 2026, Newmont and Barrick entered into a Second Amended and Restated LLC Agreement for the Nevada Gold Mines (NGM) joint venture, filed under Item 1.01 and disclosed in this 8-K dated August 13, 2026. Under the agreement, Barrick's Fourmile project and Newmont's Fiberline and Mike projects (the "Projects") will be contributed to NGM. Newmont will pay Barrick $1.95 billion in cash within 30 days after the Fourmile contribution, and NGM will assume all liabilities associated with the Projects. The filing also reflects capital contribution accounting of $1.95 billion for Newmont and approximately $3.11 billion for Barrick. Concurrently, the parties signed a confidential Settlement Agreement resolving all outstanding disputes related to NGM. The agreement also modifies the valuation of future development and exploration contributions, the dilution mechanics for a non-contributing member, and certain governance approval rights over NGM senior leadership. Newmont has consented to Barrick's proposed North American IPO of its gold assets, which the press release states follows from the dispute resolution and property contributions. For investors, the key takeaways are the removal of a long-running source of joint venture friction, a defined $1.95 billion cash outlay by Newmont, and clearer governance and capital-call mechanics for NGM. The filing does not disclose the timing of closing, the financial impact on Newmont's earnings, or the terms of the confidential settlement, so these remain open questions for investors.

Aug 13, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Newmont 8-K Report, Financial Results (Jul 23, 2026)

Newmont reported a strong second quarter 2026, with attributable gold production of 1.29 million ounces, record second-quarter free cash flow of $2.2 billion, and net income attributable to stockholders of $2.2 billion ($2.06 per diluted share). Adjusted net income was $2.2 billion ($2.10 per diluted share) and Adjusted EBITDA was $3.8 billion. Results were down sequentially from Q1 2026 on lower realized gold prices ($4,414/oz versus $4,900/oz) and a Cadia seismic event that halted operations in April. Gold by-product all-in sustaining costs (AISC) rose to $1,621/oz from $1,029/oz, although management said year-to-date costs remain well below full-year guidance. Management reaffirmed its 2026 guidance of 5.3 million attributable gold ounces and said it remains on track. It declared a quarterly dividend of $0.26 per share (an indicated annualized $1.04), payable September 28, 2026. Since the last earnings call, Newmont has repurchased $1.7 billion of stock, with $4.3 billion left under the $6.0 billion authorization. Cash stood at $9.0 billion and net cash at $3.4 billion. Management also expects third-quarter gold production to be broadly in line with Q2, with unit costs rising on higher sustaining capital spend. The filing is a furnished (not filed) Item 2.02 8-K attaching the earnings release. Because the release is furnished, it is not subject to Section 18 liability, and the forward-looking statements and non-GAAP reconciliations are presented as management's own disclosures.

Jul 23, 2026 8-K

Newmont 8-K Report, Executive Changes (Jun 15, 2026)

Newmont (NYSE: NEM) filed an 8-K on June 15, 2026 announcing a broad executive leadership reshuffle effective July 1, 2026, under President and CEO Natascha Viljoen. Brian Tabolt, currently Senior Vice President, Global Finance and Chief Accounting Officer, will become Executive Vice President and Chief Financial Officer, succeeding interim CFO Peter Wexler, who returns to his role as Chief Legal Officer. Joshua Cage, Global Controller, will take over as Chief Accounting Officer and Controller. Mark Rodgers (currently Managing Director, Africa Asia Pacific) becomes Chief Operating Officer, and David Thornton (currently Managing Director, Americas) becomes Chief Technical Officer. David Fry is promoted to Executive Vice President, Project Development. Erin Workman, the interim CTO, moves to Senior Vice President and Group Head, Health, Safety, Security and Environment. From an investor standpoint, the filing signals a deliberate bench-strengthening exercise rather than a response to a crisis: all named successors are internal promotions with long Newmont or industry tenure, and the company's own release frames the changes as reflecting depth of talent. The principal financial-relevant items are compensation terms. Rodgers receives a $800,000 base salary with a 105% short-term incentive target, and Thornton a $630,000 base with 85%. Tabolt's base is $685,000 with a 100% STI target. Each receives one-time, three-year RSU make-whole awards tied to the difference between prior and new target incentive levels ($650,000, $250,000 and $680,000 respectively), and Wexler receives a $500,000 three-year RSU award for his interim CFO service. These are modest relative to a company of Newmont's scale. The key watch items are execution continuity and the CFO transition. Tabolt's appointment keeps finance leadership within the company, which reduces transition risk, and the filing notes that his prior external experience includes Molson Coors and Deloitte. Investors may also monitor whether the new operations and technical leadership sharpen performance at Newmont's 12 operating sites and its project pipeline, since the release emphasizes cost discipline and project execution. No financial results, guidance, or operational metrics were disclosed in this filing.

Jun 15, 2026 8-K

Shareholder Matters

Newmont 8-K Report, Shareholder Vote Results (May 13, 2026)

Newmont Corporation's 8-K filing dated May 13, 2026, reports the outcomes of its 2026 Annual Meeting of Stockholders held on May 12, 2026. The key takeaway for investors is that all matters presented to shareholders were overwhelmingly approved, indicating strong support for the company's current direction and governance. This includes the election of all nominated directors, the advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026. The high percentage of "Votes For" across all proposals suggests a stable and confident shareholder base. The overwhelming approval for director elections and the auditor ratification further reinforce trust in Newmont's leadership and financial oversight. The strong endorsement of the executive compensation plan, while advisory, signals shareholder satisfaction with the company's pay-for-performance philosophy.

May 13, 2026 8-K

Newmont 8-K Report, Executive Changes (Apr 28, 2026)

This 8-K filing announces a significant leadership change within Newmont Corporation, detailing the retirement of Executive Vice President and Chief Technical Officer, Mr. Francois Hardy, effective June 30, 2026. Mr. Hardy's departure is amicable and not due to any disagreements, and he will not receive severance. His retirement marks the end of a 24-year tenure with the company, during which he made impactful contributions. The company has initiated a process to identify a successor, emphasizing its robust succession planning. In the interim, Ms. Erin Workman will assume the role of acting Chief Technical Officer starting May 2026. Ms. Workman brings extensive experience in exploration and geosciences, having held various leadership positions within Newmont since 2019, as well as prior experience with other prominent mining companies. Her appointment underscores Newmont's focus on leveraging internal talent for critical leadership roles during transitions.

Apr 28, 2026 8-K

Newmont 8-K Report, Financial Results (Apr 23, 2026)

Newmont reported first quarter 2026 results on April 23, 2026, highlighting record quarterly free cash flow of $3.1 billion (up 12% quarter over quarter, and up from $1.2 billion a year earlier) and net income attributable to stockholders of $3.3 billion, or $3.00 per diluted share. Adjusted net income was $3.2 billion, or $2.90 per diluted share, and Adjusted EBITDA was $5.2 billion. Attributable gold production was 1.3 million ounces, in line with the 5.3 million ounce full-year guidance, and gold by-product AISC fell 21% sequentially to $1,029 per ounce. The average realized gold price was $4,900 per ounce, which drove much of the earnings improvement. Management also said the company remains on track against its 2026 guidance. The main capital allocation news is a new $6.0 billion share repurchase authorization, which doubles the size of the program after the prior $6.0 billion authorization was fully executed. Newmont has repurchased $2.4 billion of shares since the last earnings call and $6.0 billion cumulatively through the filing date. The Board also declared a $0.26 per share quarterly dividend, payable June 22, 2026, which implies an annualized rate of $1.04 per share. Management framed the dividend as a $1.1 billion annual commitment, with per share growth expected as buybacks reduce the share count. The company ended the quarter with $8.8 billion in cash, $12.8 billion in total liquidity, and a net cash position of $3.2 billion. Gross debt was reduced modestly. Investors should weigh several offsetting risks. Sustaining capital spend is expected to rise through the rest of 2026, and the Yanacocha water treatment program is consuming reclamation cash, with about $550 million planned for 2026. Ghana's revised royalty and levy regime is estimated to add roughly $25 per ounce to total company AISC, although it is not included in guidance. Cadia experienced a magnitude 4.5 earthquake on April 14, 2026, and second quarter production there is expected to be lower. Management guided second quarter production to be slightly below Q1 and unit costs to be notably higher. Several capital allocation statements, including the dividend framework and buybacks, are explicitly non-binding forward-looking statements.

Apr 23, 2026 8-K

Newmont 8-K Report, Financial Results (Feb 19, 2026)

Newmont's Q4 and full-year 2025 results (8-K Item 2.02, Exhibit 99.1) were strong on cash generation and balance-sheet repair. The company reported a record $7.3 billion in full-year free cash flow, including a record $2.8 billion in Q4. Full-year Adjusted Net Income was $7.6 billion, or $6.89 per diluted share, and Adjusted EBITDA was $13.5 billion. Newmont reduced debt by $3.4 billion and ended the year in a net cash position of $2.1 billion, with $7.6 billion in cash and $11.6 billion in total liquidity. Reported net income attributable to stockholders was $7.1 billion, which included a $779 million impairment tied to the indefinite deferral of the Yanacocha Sulfides project and $384 million plus $165 million of additional taxes on undistributed foreign earnings in Papua New Guinea and Ghana. Management also announced an enhanced capital allocation framework and raised the quarterly dividend to $0.26 per share, an indicated annual rate of $1.04. The framework targets a sustainable cash dividend of about $1.1 billion per year, with per-share growth driven by buybacks. It also sets a $1 billion net cash target with a plus or minus $2 billion band, and a $5 billion minimum cash balance through the cycle. Roughly $2.4 billion remains under the $6.0 billion buyback authorization. The framework is explicitly non-binding and illustrative. The 2026 guidance points to a year of higher spending and lower output. Attributable production is guided to about 5.26 million gold ounces, down from 5.9 million in 2025. Gold by-product AISC is guided to $1,680 per ounce, versus $1,358 in 2025, assuming a $4,500 per ounce gold price. Sustaining capital is about $1.95 billion, elevated by tailings work at Cadia and Boddington, and development capital is about $1.4 billion. Investors should also note the Ghana stability agreement expiry, which raises the tax burden, and the possible sliding-scale royalty, which is not in guidance.

Feb 19, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Newmont 8-K Report, Financial Results (Oct 23, 2025)

Newmont reported third-quarter 2025 results on October 23, 2025, highlighting a robust operating and cash-generation quarter. The company produced about 1.42 million attributable gold ounces and posted a third-quarter record free cash flow of $1.6 billion, its fourth consecutive quarter above $1 billion. Net income attributable to stockholders was $1.83 billion ($1.67 per diluted share), while Adjusted Net Income was $1.88 billion ($1.71 per diluted share) and Adjusted EBITDA reached $3.3 billion. Average realized gold price rose to $3,539/oz, though gold co-product AISC of $1,566/oz was only slightly lower than the prior quarter as higher royalties and profit-sharing costs offset cost savings. Balance sheet strength was a major theme. Newmont reduced debt by $2.0 billion through a debt tender, ending the quarter with a near-zero net debt position of $12 million, $5.6 billion of cash and $9.6 billion of total liquidity. Moody's upgraded the company to A3 with a stable outlook. Divestitures are essentially complete: the Coffee project sale closed October 17, and all held-for-sale assets have been divested. Nearly $640 million of net proceeds came from asset and equity sales in the quarter, including the Orla Mining stake. Share repurchases of $3.3 billion have been executed to date against a $6.0 billion program, with $2.7 billion remaining. Operationally, management improved 2025 guidance for G&A, exploration, reclamation accretion, interest expense and capital spending, while keeping production and unit cost guidance unchanged. The company expects to declare commercial production at Ahafo North. Management also announced that CEO Tom Palmer will retire at year-end, with Natascha Viljoen assuming the CEO role in 2026. Near-term watch items include elevated reclamation spend at Yanacocha, planned severance payments in Q4, and 2026 production guided to the lower end of the 2025 range.

Oct 23, 2025 8-K

Newmont 8-K Report, Executive Changes (Sep 29, 2025)

Newmont Corporation (NYSE: NEM) disclosed on September 29, 2025 that CEO Tom Palmer will retire from his role as Chief Executive Officer and from the Board effective December 31, 2025. The Board has appointed Natascha Viljoen, currently President and Chief Operating Officer, to succeed him as President and CEO effective January 1, 2026, and she will join the Board as a non-independent director on the same date. The transition is orderly and planned: Viljoen was promoted to President and COO in May 2025 with expanded authority over global operations, projects, and health, safety, security and environmental functions, so she has already been working closely with Palmer on strategy. For investors, the key takeaways are continuity and a defined compensation package. Viljoen's base salary is $1.2 million, with a short-term incentive target of 150% of base salary and long-term equity incentives targeted at $7 million (two-thirds PSUs, one-third RSUs). Palmer will serve as a strategic advisor through March 31, 2026, and his transition agreement preserves continued vesting of his 2024 PSU award without proration, based on actual performance, in exchange for a twelve-month non-compete. He is not eligible for severance, though he will receive retirement benefits. The Company's stated priorities under Viljoen include operational excellence, cost discipline, judicious capital allocation, and unlocking shareholder value across its gold and copper portfolio. The filing does not disclose any change to financial guidance or operating results, so the announcement should be viewed primarily as a leadership succession event rather than a fundamental change to Newmont's financial outlook. Investors will likely watch for Viljoen's first strategic priorities and capital allocation decisions after she assumes the role in January 2026.

Sep 29, 2025 8-K

Leadership ChangesExhibits & Filings

Newmont 8-K Report, Financial Results (Jul 24, 2025)

Newmont Corporation (NYSE: NEM) reported second quarter 2025 results that were strong on cash generation and balance-sheet strength, with the company stating it remains on track to meet its 2025 guidance. Attributable gold production was 1.478 million ounces, down 4% sequentially as expected following the closing of non-core asset sales, while the average realized gold price rose to $3,320/oz. Gold co-product All-In Sustaining Costs (AISC) fell 4% sequentially to $1,593/oz, and the company generated a record quarterly free cash flow of $1.7 billion. Adjusted net income was $1.6 billion, or $1.43 per diluted share, and Adjusted EBITDA reached $3.0 billion. GAAP net income of $2.1 billion was inflated by a $699 million gain on asset sales and a $151 million gain on investments, which the company excludes from its adjusted figures. Capital returns and balance-sheet actions were significant. The Board authorized an additional $3.0 billion share repurchase program at management's discretion, and the company declared a $0.25 quarterly dividend payable September 29, 2025. Newmont ended the quarter with $6.2 billion in cash, $10.2 billion in total liquidity, and net debt of $1.4 billion (0.1x Adjusted EBITDA), down from $5.3 billion at year-end 2024. Debt was reduced by $372 million since the last earnings call, and the company expects more than $3.0 billion in after-tax divestiture proceeds in 2025, including about $470 million from share sales in Greatland Resources and Discovery Silver. The main watch items for investors are the sustaining capital step-up expected in the second half, the rising Yanacocha water treatment spend (about $800 million of total 2025 reclamation spend, including $600 million for Yanacocha), and the expected lower third-quarter free cash flow due to higher capital spend and cash taxes. Production is also weighted toward the second half, with the company guiding to roughly 50% of Core Portfolio output in each half. Management noted the Coffee development project remains held for sale with no agreement reached as of the release date.

Jul 24, 2025 8-K

Newmont 8-K Report, Executive Changes (Jul 14, 2025)

Newmont Corporation (NEM) has announced a significant change in its financial leadership. Effective July 11, 2025, Executive Vice President and Chief Financial Officer, Ms. Karyn F. Ovelmen, has resigned from her position. The company has stated that Ms. Ovelmen's departure was amicable and not due to any disagreements regarding the company's operations, financial statements, or accounting practices. Newmont has initiated a search for a permanent CFO. In the interim, Mr. Peter Wexler, who joined Newmont in March 2024 as Executive Vice President and Chief Legal Officer, will assume the role of interim Chief Financial Officer. Mr. Wexler brings extensive executive experience, including over three decades of international corporate leadership and 15 years as Chief Legal Officer at Schneider Electric. He will be supported by Newmont's established global finance team, including the Chief Accounting Officer and Head of Investor Relations. Ms. Ovelmen will receive six months of base salary and medical coverage as part of her separation agreement.

Jul 14, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Newmont 8-K Report, Executive Changes (May 2, 2025)

On May 2, 2025, Newmont Corporation (NYSE: NEM) disclosed that Natascha Viljoen has been promoted to President and Chief Operating Officer, effective May 1, 2025, continuing to report to CEO Tom Palmer. She will oversee global operations, projects and studies, and health, safety, security and environment. Her compensation package includes a $1,000,000 base salary, a short-term incentive target of 115% of base, PSUs at a $2.57 million target, RSUs at a $1.28 million target, and a one-time $635,000 RSU grant recognizing the expanded role. The promotion follows her tenure as COO since October 2023 and is framed by management as a step to improve costs and productivity now that the Newcrest portfolio rationalization is complete. The filing also covers the approval of the 2025 Section 16 Officer Short-Term Incentive Plan by the Leadership Development and Compensation Committee on April 29, 2025. Its terms are substantially similar to the 2024 plan, but it adds a "Focusing on Our Culture" metric alongside financial and sustainability measures. Non-employee directors continue to receive $180,000 annually in common stock or deferred stock units. At the April 30, 2025 Annual Meeting, all director nominees were elected, though several received notable withheld votes, most prominently Gregory Boyce (12.31% withheld) and Bruce Brook (5.00%). The advisory say-on-pay proposal passed with 87.24% support, a meaningful decline in approval that investors may watch closely. Ernst & Young was ratified as auditor with 97.85% of votes cast.

May 2, 2025 8-K

Newmont 8-K Report, Financial Results (Apr 23, 2025)

Newmont Corporation (NYSE: NEM) reported first quarter 2025 results on April 23, 2025, with net income attributable to stockholders of $1.9 billion ($1.68 per diluted share) and adjusted net income of $1.4 billion ($1.25 per diluted share), down from $1.6 billion ($1.40) in Q4 2024. The headline figures were lifted by non-operating items: a $291 million fair value gain on investments and options and a $276 million gain on asset sales. Adjusted EBITDA was $2.6 billion, down 14% quarter over quarter, and the company reported a record first-quarter free cash flow of $1.2 billion. Attributable gold production fell 19% to 1.54 million ounces as expected, reflecting the divestment of non-core mines, while gold all-in sustaining costs (AISC) rose 13% to $1,651 per ounce. The quarter was dominated by the completion of Newmont's non-core divestiture program. Musselwhite, Éléonore and CC&V closed in February 2025, and Porcupine and Akyem closed in April 2025. Management says total gross proceeds could reach up to $4.3 billion, with over $2.5 billion of after-tax cash received in 2025 so far. Net debt fell to $3.2 billion, or 0.3x Adjusted EBITDA, and cash stood at $4.7 billion. Newmont also returned $1.0 billion to shareholders year to date through buybacks and dividends, and declared a $0.25 quarterly dividend. Management reiterated its 2025 guidance, including 5.9 million attributable gold ounces and total Tier 1 gold AISC of $1,620 per ounce. Production is weighted 48% to the first half, and second-quarter free cash flow is expected to be pressured by divestiture-related taxes, higher development capital at Ahafo North and Cadia, and reclamation spending at Yanacocha. Investors should note that the headline earnings include substantial non-recurring gains, and that the Coffee development project remains held for sale with no agreement reached.

Apr 23, 2025 8-K

Newmont 8-K Report, Financial Results (Feb 20, 2025)

Newmont Corporation (NYSE: NEM) reported fourth quarter and full-year 2024 results on February 20, 2025, describing 2024 as a transformational year centered on integrating the Newcrest acquisition, divesting non-core assets, and establishing a stable operating platform. Full-year net income attributable to Newmont stockholders was $3.4 billion, with Adjusted Net Income of $3.48 per diluted share and Adjusted EBITDA of $8.7 billion. Operating cash flow was $6.3 billion and Free Cash Flow was $2.9 billion, including a record $1.6 billion in the fourth quarter. Attributable gold production was 6.8 million ounces, and net debt to Adjusted EBITDA fell to 0.6x, with $3.6 billion in cash and $7.7 billion in total liquidity. The company announced agreements to divest six non-core assets (Akyem, CC&V, Éléonore, Musselwhite, Porcupine and Telfer) plus its Havieron interest, with potential total proceeds of up to $4.3 billion. Telfer and Havieron closed in December 2024, and up to $2.5 billion in cash is expected in the first half of 2025. Newmont also repurchased $1.2 billion of shares in 2024 under a $3.0 billion program and declared a $0.25 quarterly dividend. For 2025, guidance calls for approximately 5.6 million attributable ounces from the Total Tier 1 Portfolio at an AISC of $1,620 per ounce, with total attributable production of 5.9 million ounces including first-quarter output from non-core assets. Investors should note that guidance assumes a $2,500 per ounce gold price, that production is weighted toward the second half (52%), and that first-quarter costs will be notably elevated. Management also flagged heavy 2025 development and sustaining capital (about $1.3 billion and $1.8 billion for the Tier 1 Portfolio), elevated Cadia gold output decline of roughly 40%, and roughly $600 million annual spending on Yanacocha water treatment.

Feb 20, 2025 8-K

Newmont 8-K Report, Executive Changes (Nov 18, 2024)

Newmont Corporation (NEM) announced a key executive change in its finance department via an 8-K filing on November 18, 2024. Effective December 1, 2024, Brian Tabolt will assume the role of Chief Accounting Officer and Group Head, Finance. Mr. Tabolt brings extensive experience, having most recently served as Group Head, Financial Planning and Analysis and previously as Interim Chief Financial Officer and Vice President, Controller and Chief Accounting Officer at Newmont. His background also includes significant tenure at Molson Coors Beverage Company and a start in public accounting with Deloitte. This appointment is accompanied by a divisional realignment within the finance team, with Joshua Cage transitioning from Chief Accounting Officer to Global Controller and Head, Operations Accounting, also effective December 1, 2024. Mr. Cage will report to the newly appointed Chief Accounting Officer. Both appointments appear to be internal promotions and transitions, with no indication of significant strategic shifts or financial distress mentioned in this filing.

Nov 18, 2024 8-K

Newmont 8-K Report, Financial Results (Oct 23, 2024)

Newmont reported third-quarter 2024 results on October 23, 2024, with 1.67 million attributable gold ounces produced (up 4% sequentially), Adjusted Net Income of $936 million ($0.81 per diluted share), Adjusted EBITDA of $2.0 billion, and Free Cash Flow of $760 million (up 28% from Q2). Net income attributable to Newmont stockholders was $922 million, or $0.80 per diluted share. Gold AISC rose 3% sequentially to $1,611 per ounce, driven by higher costs at Lihir from planned autoclave maintenance and higher contract services costs across the portfolio. The quarter also included a $115 million loss on assets held for sale, mainly tied to Telfer and Havieron. The key strategic development is the non-core divestment program. Newmont agreed to sell the Akyem mine in Ghana for up to $1 billion in cash to Zijin, and to divest Telfer and a 70% interest in Havieron for up to $475 million in gross proceeds. Management still expects at least $2 billion in gross divestiture proceeds in total. Capital returns also expanded: Newmont repurchased $500 million of stock year-to-date, and the Board authorized an additional $2 billion buyback over 24 months. Debt reduction continued, with $233 million of nominal debt retired since the last earnings release. Net debt to Adjusted EBITDA stood at 0.9x, and the company reported $3.0 billion of consolidated cash and about $7.1 billion of total liquidity. Looking ahead, Q4 2024 guidance calls for 1.8 million attributable gold ounces at an AISC of $1,475 per ounce, assuming a $2,500 per ounce gold price. The company is positioned to meet its full-year 2024 production guidance. Investors should note that the Akyem and Telfer/Havieron closings remain subject to regulatory and other conditions, that the $1 billion Akyem consideration includes $100 million deferred until several Ghanaian lease and anniversary milestones, and that the Cadia PC1-2 project is under review with an update expected in 2025.

Oct 23, 2024 8-K

Newmont 8-K Report, Corporate Update (Jul 26, 2024)

Newmont's July 26, 2024 Form 8-K is an informational filing. It supplies unaudited pro forma condensed combined statement of operations for fiscal 2023 (Exhibit 99.1), as if the November 6, 2023 acquisition of Newcrest Mining had occurred on January 1, 2023. It does not report a new transaction or a new financial result. The acquisition was an all-stock deal valued at $13,549 million, with Newmont issuing about 357.7 million shares at $37.88 per share. The filing presents no pro forma balance sheet because the deal was already reflected in Newmont's year-end 2023 balance sheet. On a pro forma basis, 2023 sales would have been $15,432 million, versus $11,812 million reported by Newmont historically, an increase of roughly 31%. Pro forma net loss from continuing operations attributable to Newmont stockholders was $(2,012) million, compared with a historical loss of $(2,521) million. The pro forma loss per share is shown as $(1.74) on the statement of operations, based on about 1,158 million weighted average shares. Note 5(f) reports $(2.00), which does not reconcile with the statement and should be verified against the source. The pro forma results include Newmont's $1,891 million of historical impairment charges and $464 million of Newcrest transaction and integration costs, and they exclude any expected synergies or integration costs. Investors should treat these figures as illustrative. The purchase price allocation is preliminary, and the measurement period runs up to one year from the acquisition date, so fair value adjustments to inventories, property, plant and mine development, goodwill, reclamation liabilities, and deferred taxes may still change. The adjustments also reflect the conversion of Newcrest's IFRS results to U.S. GAAP, including by-product versus co-product revenue treatment, mine development and stripping costs, and lease accounting. Those conversions shift revenue and cost lines between categories, which affects comparability.

Jul 26, 2024 8-K

Newmont 8-K Report, Financial Results (Jul 24, 2024)

Newmont Corporation (NYSE: NEM) reported second quarter 2024 results on July 24, 2024, furnished under Item 2.02 via Exhibit 99.1. The quarter produced 1.6 million attributable gold ounces (down 4% sequentially) and 477 thousand gold equivalent ounces from other metals. Gold AISC rose 9% to $1,562 per ounce and gold CAS rose 9% to $1,152 per ounce, reflecting lower sales volumes and higher royalties. Operational disruptions included the Cerro Negro suspension after two fatalities, the Telfer suspension, and Lihir rainfall impacts. Management reaffirmed 2024 guidance and expects a second-half-weighted production ramp, with the largest increase in Q4. Financially, the quarter was strong. Realized gold prices averaged $2,347 per ounce, Adjusted EBITDA reached $1.97 billion, Net income was $857 million, and Adjusted net income was $0.72 per diluted share. Free cash flow was $594 million, versus negative $74 million in Q1. Net debt to pro forma Adjusted EBITDA stood at 1.0x. Management returned $539 million to shareholders in the quarter, repurchased $250 million of stock year-to-date, repaid $250 million of nominal debt, and declared a $0.25 quarterly dividend. Portfolio optimization continued. Newmont agreed to sell the Batu Hijau deferred payment rights for $153 million, with closing expected by September 30, 2024. It has announced $527 million in divestiture proceeds year-to-date and targets at least $2 billion in gross divestiture proceeds. Newcrest synergies reached $205 million to date, with a $500 million annual run-rate target by end-2025. Investors should note that the company's Q2 results remained subject to completion of its 10-Q, and the Telfer tailings facility and Yanacocha water treatment spending (about $600 million in 2024) remain material watch items.

Jul 24, 2024 8-K

Newmont 8-K Report, Executive Changes (Jun 28, 2024)

Newmont Corporation announced a significant addition to its Board of Directors, appointing Harry M. (Red) Conger IV as an independent director effective June 28, 2024. Mr. Conger brings a wealth of experience in executive and operational mining, having previously held senior leadership roles at major industry players such as Teck Resources and Freeport-McMoRan Inc. His appointment is expected to bolster the company's strategic oversight and operational expertise, particularly given his extensive background in copper mining and his involvement with industry associations. Mr. Conger's appointment to the Board will also include a position on the Safety and Sustainability Committee, underscoring Newmont's commitment to these critical areas. He will be compensated in line with the company's standard non-employee director compensation program. This move signals Newmont's ongoing efforts to strengthen its governance and leverage seasoned industry leadership to navigate the complexities of the global mining sector.

Jun 28, 2024 8-K

Shareholder Matters

Newmont 8-K Report, Shareholder Vote Results (Apr 26, 2024)

Newmont Corporation (NEM) filed an 8-K on April 25, 2024, detailing the outcomes of its 2024 Annual Meeting of Stockholders held on April 24, 2024. The report indicates that all matters put to a vote were approved by the company's shareholders. This includes the election of directors, the advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2024. Notably, all director nominees received overwhelming support, with 'Votes For' ranging from approximately 97.5% to 99.6% of the votes cast. Similarly, the advisory resolution on executive compensation passed with a strong 'Votes For' count of 92.61%. The ratification of the independent auditor also garnered significant approval, with 98.80% of the votes cast in favor. These results suggest broad shareholder confidence in the company's leadership and governance.

Apr 26, 2024 8-K

Financial EventsExhibits & Filings

Newmont 8-K Report, Financial Results (Apr 25, 2024)

Newmont's first quarter 2024 results (8-K Item 2.02, Exhibit 99.1) show an operationally solid quarter with a sharp financial turn following the Newcrest integration. Attributable gold production was 1.675 million ounces, roughly flat with Q4 2023 and at the low end of the expected run-rate, with 489 thousand GEOs from other metals. Average realized gold price rose to $2,090/oz, lifting Adjusted EBITDA 23% sequentially to $1.69 billion and Adjusted Net Income to $630 million ($0.55 per diluted share, versus $0.46 in Q4). Gold CAS was $1,057/oz and AISC was $1,439/oz, both in line with the prior quarter. Management reiterated full-year 2024 guidance and said production is expected to be second-half weighted. Cash generation was weaker than the earnings suggest. Net cash from operating activities was $776 million, but working capital absorbed $666 million, including a $291 million Newcrest stamp duty payment. Free cash flow was negative at $(74) million, or $217 million excluding the stamp duty. Net debt rose to $6.8 billion, though net debt to pro forma Adjusted EBITDA was 1.2x. The company recorded a $485 million non-cash loss on six non-core assets and one project classified as held for sale, including the Akyem and Telfer assets. Reported net income attributable to stockholders was $170 million, or $0.15 per diluted share. The release also flags operational and portfolio developments. Operations at Cerro Negro were suspended after two worker fatalities on April 9, 2024, and Telfer was temporarily suspended to remediate its tailings facility. Newmont announced the sale of its Lundin Gold financing facilities for $330 million, partially monetizing non-core exposure while keeping its equity stake in Fruta del Norte. The company has about $500 million of Newcrest synergies targeted by year-end 2025, of which $105 million has been realized so far. Management also declared a $0.25 per share Q1 dividend, payable June 27, 2024.

Apr 25, 2024 8-K

Newmont 8-K Report, Financial Obligation (Mar 8, 2024)

Newmont Corporation (NEM) announced the successful closing of a private offering for $2.0 billion in aggregate principal amount of senior unsecured notes. This offering includes $1.0 billion of 5.30% notes due 2026 and $1.0 billion of 5.35% notes due 2034. The net proceeds of approximately $1.98 billion will be used primarily to repay outstanding borrowings under Newmont's revolving credit facility, which were utilized to finance a portion of the Newcrest Mining Limited acquisition. This move signals Newmont's proactive approach to refinancing acquisition-related debt and managing its capital structure post-acquisition. The issuance of these notes, guaranteed by a Newmont subsidiary, is a significant event in Newmont's capital management strategy. While the notes are unsecured, they rank equally with existing senior unsecured debt. The company has also entered into a registration rights agreement, committing to file a registration statement for an exchange offer within a year, which will allow for the registration of these notes with the SEC and remove transfer restrictions for subsequent resale. Investors should note the specific maturity dates, interest rates, and the company's option for early redemption under certain conditions, including change of control triggers that could lead to a repurchase offer.

Mar 8, 2024 8-K

Newmont 8-K Report, Corporate Update (Mar 5, 2024)

On March 4, 2024, Newmont Corporation (NYSE/TSX/ASX: NEM) priced a $2.0 billion private offering of senior unsecured notes in two tranches: $1 billion of 5.300% notes due 2026 and $1 billion of 5.350% notes due 2034. The notes are issued by Newmont and its wholly owned subsidiary Newcrest Finance Pty Limited, and are guaranteed on a senior unsecured basis by Newmont USA Limited. The offering is expected to close on March 7, 2024, subject to customary conditions. The notes are sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so they are unregistered. Newmont has agreed to use commercially reasonable efforts to file an exchange offer registration statement or, in certain cases, a resale registration. The company stated that it will use part of the net proceeds to repay all outstanding borrowings under its revolving credit facility, with the remainder going to general corporate purposes. Those revolver borrowings were previously used, together with cash on hand, to repay approximately $1.9 billion of bilateral credit debt assumed in the Newcrest Mining acquisition. The transaction therefore appears primarily to refinance short-term, floating-rate-style bank debt with longer-dated fixed-rate bonds and to extend the maturity profile, rather than to fund new growth. For investors, the key points are the debt refinancing, the fixed coupons, and the 2026 and 2034 maturities. The filing does not disclose the revolver's size, its remaining availability, the company's total leverage after the transaction, or the expected pro forma interest savings. Those items would need to be checked against Newmont's 10-K for FY2023 and subsequent filings. The 8-K's exhibit descriptions also label Exhibit 99.1 as the pricing release and Exhibit 99.2 as the launch release, while the exhibit text itself uses "priced" in 99.1 and "commenced" in 99.2, so the sequencing of the two releases should be confirmed against the source documents.

Mar 5, 2024 8-K

Newmont 8-K Report, Financial Results (Feb 22, 2024)

Newmont's Q4 and full-year 2023 results, released February 22, 2024, were dominated by the close of the Newcrest acquisition on November 6, 2023, which made Newmont the world's largest gold producer with copper optionality. Reported results were weak on a GAAP basis: FY2023 net loss attributable to Newmont was $(2.5) billion, driven by $1.9 billion of impairments (mainly $1.2 billion of goodwill at Peñasquito), $1.5 billion of reclamation charges (largely at Yanacocha), and $464 million of Newcrest transaction and integration costs, including a $316 million stamp duty accrual. Adjusted net income was $1.61 per share versus $1.85 in 2022, and Adjusted EBITDA fell 7% to $4.2 billion. Operationally, attributable gold production fell 7% to 5.5 Moz, and gold AISC rose 19% to $1,444/oz, reflecting the Peñasquito strike and higher sustaining capital. Cash generation weakened sharply. Operating cash flow from continuing operations fell 14% to $2.8 billion, and free cash flow dropped to $88 million from $1.1 billion, pressured by $513 million of working capital outflows and $2.7 billion of total capital spend. Dividends paid of $1.4 billion exceeded free cash flow in 2023. Balance sheet metrics remain manageable: $3.0 billion of cash, about $6.1 billion of total liquidity, and net debt to pro forma Adjusted EBITDA of 1.1x, though gross debt rose to $8.9 billion after the Newcrest deal. The 2024 outlook centers on a go-forward Tier 1 portfolio. Management guides to 6.9 Moz of attributable gold production, of which 5.6 Moz comes from Tier 1 assets, with consolidated gold AISC of $1,400/oz and CAS of $1,050/oz. Sustaining capital is about $1.8 billion and development capital about $1.3 billion. The company plans to divest six non-core assets (Akyem, CC&V, Éléonore, Porcupine, Musselwhite, Telfer) and targets $500 million of Newcrest synergies by end-2025. Investors will watch execution on the divestitures, the Tanami Expansion 2 cost overrun (now $1.7–1.8 billion with commercial production pushed to 2H 2027), and whether free cash flow recovers toward the higher 2024 gold-price assumptions.

Feb 22, 2024 8-K/A

Material AgreementsFinancial EventsOther Events+1

Newmont 8-K/A Report, Executive Changes (Feb 22, 2024)

This 8-K/A filing from Newmont Corporation (NEM) serves as an amendment to a previous 8-K filing, clarifying the departure of Executive Vice President and Chief Operating Officer, Rob Atkinson. The company announces that Mr. Atkinson will be departing Newmont effective May 2, 2024. This follows a planned transition where Ms. Natascha Viljoen, who joined as EVP and COO in October 2023, has progressively assumed full operational responsibilities. Initially, Ms. Viljoen oversaw specific business units and integration efforts related to Newcrest Mining Limited, while Mr. Atkinson continued to lead other units. As of March 1, 2024, Ms. Viljoen will assume full accountability for all business units, marking the completion of this transition. Mr. Atkinson will receive severance benefits consistent with the company's Executive Severance Plan.

Feb 22, 2024 8-K

Newmont 8-K Report, Material Agreement (Feb 22, 2024)

Newmont Corporation (NEM) has filed an 8-K detailing amendments to its credit agreement, effective February 15, 2024. The key changes involve extending the maturity date of its revolving credit facility from March 30, 2026, to February 15, 2029, and increasing the total available revolving credit commitments from $3.0 billion to $4.0 billion. These modifications enhance the company's financial flexibility and liquidity. Further, the agreement introduces the possibility of a sustainability pricing adjustment, allowing interest rates to be adjusted based on ESG performance metrics, reflecting a growing trend in corporate finance. The company has already utilized the amended facility, borrowing $1.5 billion on February 20, 2024, to repay outstanding bilateral bank debt from its subsidiary, Newcrest Finance Pty Limited, effectively consolidating and refinancing its short-term debt.

Feb 22, 2024 8-K

Financial EventsRegulation FDExhibits & Filings

Newmont 8-K Report, Financial Obligation (Dec 29, 2023)

On December 28, 2023, Newmont Corporation and its wholly owned subsidiary Newcrest Finance Pty Limited settled exchange offers for three series of senior unsecured notes originally issued by Newcrest Finance. The offers were made in connection with Newmont's acquisition of Newcrest Mining Limited, which closed on November 6, 2023. Holders tendered existing Newcrest notes and received new Newmont notes plus cash. The new notes were issued in aggregate principal amounts of about $624.6 million due 2030 (3.250%), $459.9 million due 2041 (5.75%), and $486.1 million due 2050 (4.200%), for roughly $1.57 billion in total. The cash consideration was not quantified in this filing. The exchange shifts Newcrest-legacy debt onto Newmont's own balance sheet. The new notes are senior unsecured obligations of Newmont and Newcrest Finance, guaranteed by Newmont USA Limited. This structure simplifies the capital structure and places the debt under the parent's credit. Roughly $79 million of the existing Newcrest notes remains outstanding: $25.2 million of the 2030s, $40.0 million of the 2041s, and $13.8 million of the 2050s. These remaining notes stay senior unsecured obligations of Newcrest Finance and are guaranteed by Newcrest and certain subsidiaries. The new notes were not registered under the Securities Act. Under a registration rights agreement with dealer managers BMO Capital Markets and Goldman Sachs, Newmont agreed to use commercially reasonable efforts to file an exchange offer registration statement and to complete the registered exchange by December 28, 2024. For investors, the filing is primarily a debt-management event rather than an operating update. The key items to track are the completed registered exchange, the cash cost of the exchange, and the small residual stub of legacy Newcrest notes.

Dec 29, 2023 8-K

Regulation FDExhibits & Filings

Newmont 8-K Report, Regulation FD Disclosure (Nov 27, 2023)

On November 27, 2023, Newmont Corporation (NYSE: NEM) announced the commencement of exchange offers and consent solicitations tied to its pending acquisition of Newcrest Mining Limited. Newmont and its subsidiary Newcrest Finance Pty Limited are offering to exchange any and all of three series of outstanding Newcrest notes, totaling $1.65 billion in principal, for new Newmont notes and cash. The exchange is structured so that holders who tender by the early tender date of December 8, 2023 receive $1,000 principal amount of new notes plus $1.00 cash per $1,000 of existing notes, while later tenders by the December 26, 2023 expiration date receive $950 of new notes and $1.00 cash, with no early tender premium. The transaction is a balance sheet and liability management step that accompanies the Newcrest acquisition. By exchanging assumed Newcrest debt for Newmont-issued obligations guaranteed by Newmont USA Limited, Newmont consolidates its debt stack under its own credit and removes the restrictive covenants in the Newcrest indentures through the proposed consent amendments. Holders who do not participate would be left with notes stripped of those protections, which is a key lever Newmont is using to drive participation. Investors should note that the new notes are unregistered, and Newmont has agreed to use commercially reasonable efforts to file an exchange offer registration statement if the exchanges are completed. From an investor perspective, the filing is primarily a financing and integration update rather than an operating or earnings event. The key variables to monitor are the participation rate in the exchanges, which will determine how much of the Newcrest debt is refinanced into Newmont paper versus settled in cash, and the final terms of the new notes. The filing contains forward-looking statements tied to the Newcrest transaction, including risks around integration, synergy realization, and pending legal proceedings related to the scheme implementation deed dated May 15, 2023.

Nov 27, 2023 8-K/A

Exhibits & Filings

Newmont 8-K/A Report, Exhibit Filing (Nov 20, 2023)

Newmont Corporation (NEM) filed this Form 8-K to furnish the financial information tied to its completed acquisition of Newcrest Mining Limited, which closed on November 6, 2023 (the Implementation Date) via an Australian court-approved scheme of arrangement. The filing incorporates Newcrest's audited FY2023 and FY2022 financial statements by reference (from the proxy statement Annex B), includes an Ernst & Young consent, and provides unaudited pro forma condensed combined financial statements as of September 30, 2023 and for FY2022 and the nine months ended September 30, 2023. The pro forma figures are illustrative only, prepared under Regulation S-X Article 11, and exclude integration costs and expected synergies. On the pro forma numbers, the combined company would have generated roughly $16.4 billion in sales for FY2022 and about $11.2 billion for the nine months ended September 30, 2023. Pro forma net income attributable to Newmont stockholders was a loss of $121 million for FY2022 (driven largely by a $1.3 billion impairment at Newmont standalone and a $482 million transaction-related charge) and income of $1,253 million for the nine months of 2023, or $1.09 per share on about 1,153 million pro forma shares. The purchase price was approximately $13.5 billion, paid in 357.7 million Newmont shares valued at $37.88 each, and the preliminary allocation yields goodwill of about $1.9 billion. Pro forma total assets of $58.5 billion and total debt of roughly $8.7 billion (current plus noncurrent) reflect the enlarged balance sheet. Investors should treat these figures with caution. The purchase price allocation is explicitly preliminary, the IFRS-to-U.S. GAAP conversion is incomplete, and Newmont notes it has not identified all necessary adjustments. The filing also flags that roughly $2.1 billion of Newcrest's assumed revolver and corporate bond debt triggers change-of-control provisions, with potential revolver repayment within 90 days unless a bank waiver is obtained. Final fair values could differ materially from these estimates, so the pro forma results should be read as a directional indication of scale rather than a forecast of reported performance.

Nov 20, 2023 8-K

Acquisitions & DispositionsFinancial EventsSecurities & Listing+4

Newmont 8-K Report, Acquisition Completed (Nov 6, 2023)

On November 6, 2023, Newmont Corporation (NYSE/TSX/ASX: NEM) completed its acquisition of Newcrest Mining Limited through a court-approved Australian scheme of arrangement, creating what management describes as the world's leading gold company with robust copper production. Newcrest shareholders received 0.400 Newmont shares (or CDI/PDI equivalents) per Newcrest share. Newmont issued 357,691,627 shares of common stock in connection with the deal, and its authorized common stock was increased from 1.28 billion to 2.55 billion shares to accommodate the issuance. The share issuance was made under Section 3(a)(10) of the Securities Act, which exempts it from registration. For investors, the most important points are the scale of the combination and the financial commitments it brings. Management estimates annual pre-tax synergies of $500 million, expected within 24 months, plus at least $2 billion in cash improvements from portfolio optimization over the first two years. Newcrest's senior guaranteed notes (approximately $1.65 billion outstanding across 2030, 2041 and 2050 maturities) remain obligations of Newcrest, now an indirect Newmont subsidiary. Newcrest's $2 billion of bilateral revolving credit facilities, which were fully drawn except for $77 million under a NAB facility, are subject to a change-of-control option that lenders may exercise, allowing prepayment and commitment cancellation. This creates potential near-term refinancing or liquidity considerations. The filing also notes that Newmont has not yet filed the required Newcrest historical financial statements and pro forma financial information. Those will be submitted by amendment within 71 calendar days, so investors should expect detailed financial impact analysis later. Management's synergy and portfolio optimization figures are non-GAAP management estimates and are explicitly described as forward-looking and subject to significant risk, including integration execution, gold and copper price volatility, and political and operational risks.

Nov 6, 2023 8-K

Newmont 8-K Report, Financial Results (Oct 26, 2023)

Newmont's third quarter 2023 results show a operationally mixed but financially stable quarter. Attributable gold production was 1.29 million ounces, up from Q2 but down 13% year over year, as the Peñasquito strike suspended operations for the full quarter and Ahafo, Akyem and Pueblo Viejo underperformed. Gold all-in sustaining costs (AISC) rose 12% year over year to $1,426 per ounce, while realized gold prices rose 14% to $1,920 per ounce, and net income attributable to stockholders was $158 million ($0.20 per diluted share). Adjusted net income was $286 million ($0.36 per share) and Adjusted EBITDA was $933 million. Cash flow from continuing operations was $1.0 billion and free cash flow was $397 million, helped largely by working capital timing, so investors should view the quarter's cash generation as partly non-recurring. The company reported that the Peñasquito labor dispute was resolved on October 13, 2023, with full operating capacity expected by year-end. It revised its 2023 standalone outlook to 5.3 million attributable ounces, CAS of about $1,000 per ounce and AISC of $1,400 per ounce, reflecting the strike, weaker joint-venture output and Ahafo's throughput constraints. Capital allocation remained focused on projects, and the board declared a $0.40 quarterly dividend within a 2023 annualized payout framework of $1.40 to $1.80 per share, which is explicitly non-binding. Balance sheet strength was maintained, with $3.2 billion in cash, $6.2 billion in liquidity and net debt to Adjusted EBITDA of 0.7x. The pending Newcrest acquisition is slated to close on November 6, 2023, and it is the main event shaping the company's future profile.

Oct 26, 2023 8-K

Shareholder MattersOther EventsExhibits & Filings

Newmont 8-K Report, Corporate Update (Oct 19, 2023)

Newmont Corporation (NYSE: NEM) disclosed in this Form 8-K, filed October 18–19, 2023, that the court-approved scheme of arrangement under Australian law for its acquisition of Newcrest Mining Limited became legally effective. The scheme took effect after the Federal Court of Australia orders were lodged with the Australian Securities and Investments Commission, following Newcrest shareholder approval at a meeting held October 13, 2023. Management states that all regulatory, shareholder, and legal approvals have been secured and expects the transaction to close in early November 2023, subject to customary closing conditions. From an investor perspective, the key milestone is the removal of the principal approval risk ahead of closing. The deal, first announced May 14, 2023, is positioned by management as creating a gold and copper producer with 10 large, long-life, low-cost Tier 1 operations concentrated in low-risk mining jurisdictions, with increased annual copper output, primarily from Australia and Canada. Management estimates annual pre-tax synergies of $500 million, expected within 24 months, and targets at least $2 billion in cash improvements through portfolio optimization over the first two years after closing. These are management estimates that are not GAAP or non-GAAP measures and carry substantial uncertainty. Remaining risks include the integration of two large operating businesses, the realization of projected synergies, the timing of closing, gold and metals price volatility, currency movements, and operational and jurisdictional risks. The filing also references possible legal proceedings related to the scheme implementation deed, which investors should monitor. Investors should review Newmont's Form 10-K for 2022 and its September 2023 proxy statement for detailed risk factors.

Oct 19, 2023 8-K

Newmont 8-K Report, Shareholder Vote Results (Oct 12, 2023)

On October 11, 2023, Newmont Corporation (NYSE: NEM) stockholders approved the two proposals required to complete its acquisition of Newcrest Mining Limited: the issuance of Newmont common stock to Newcrest shareholders under the court-approved scheme of arrangement, and an increase in Newmont's authorized common shares from 1.28 billion to 2.55 billion, subject to the transaction. The share issuance proposal received 88.07% of votes present and represented, with over 96% of votes cast in favor, and the amendment proposal received 77.30% of outstanding shares, with over 97% of votes cast in favor. A quorum was present with 79.24% of eligible shares voting. The adjournment proposal was also approved, though an adjournment was not needed. The filing states that all government regulatory approvals necessary for the transaction have been secured. Newmont and Newcrest anticipate closing in early November 2023, subject to customary closing conditions. Newcrest's own shareholder vote is scheduled for October 13, 2023, so that remains the next material gating event for investors to watch. Management expects the combined company to generate about $500 million in annual pre-tax synergies within 24 months, and to target at least $2 billion in cash improvements through portfolio optimization over the first two years after closing. These are management estimates, not GAAP or non-GAAP measures, and the filing cautions that they are forward-looking and may not be achieved. The main risks flagged include the timing of closing, Newcrest's shareholder approval, potential litigation, and integration execution.

Oct 12, 2023 8-K

Other Events

Newmont 8-K Report, Corporate Update (Oct 4, 2023)

Newmont Corporation (NEM) filed an 8-K on October 4, 2023, primarily to supplement its definitive proxy statement regarding the proposed acquisition of Newcrest Mining Limited. The filing addresses ongoing transaction litigation, stating that Newmont believes the allegations are without merit but is providing supplemental disclosures to avoid delays and litigation costs. These disclosures clarify details regarding the board of directors following the transaction, confirming that no Newcrest executive officers are expected to become executive officers of Newmont, and that Newmont has not yet decided which two Newcrest directors will be invited to join its board. Additionally, the 8-K provides updated financial advisor analyses from BofA Securities, Centerview, and Lazard, detailing their valuation methodologies and findings for both Newmont and Newcrest on a standalone basis. It also includes updated financial projections for Newmont, Newcrest, and the combined entity, outlining expected revenue, EBITDA, capital expenditures, and unlevered free cash flow. The report reiterates that these supplemental disclosures are not an admission of liability but a strategic move to facilitate the transaction's progression.

Oct 4, 2023 8-K

Newmont 8-K Report, Corporate Update (Oct 4, 2023)

On October 4, 2023, Newmont Corporation (NYSE/TSX: NEM) disclosed via Form 8-K and Exhibit 99.1 press release that all government regulatory approvals needed for its proposed acquisition of Newcrest Mining Limited have now been secured. The Philippine Competition Commission had indicated approval the prior week, and the Securities Commission of Papua New Guinea granted the required exemptions and confirmations under PNG capital markets law that week. This removes a significant regulatory hurdle, though the Transaction is not yet complete. The Transaction remains subject to remaining conditions precedent, most notably approval by Newcrest shareholders (vote scheduled for October 13, 2023) and approval by Newmont stockholders of the issuance of Newmont common stock as consideration (vote scheduled for October 11, 2023). Both companies anticipate closing in the fourth quarter of 2023. The deal is structured as a scheme of arrangement under a scheme implementation deed dated May 15, 2023, as amended September 4, 2023. The press release reiterates the strategic rationale: management projects roughly $500 million in annual pre-tax synergies within 24 months and at least $2 billion in cash improvements through portfolio optimization over two years post-closing. Newmont also plans to establish a Papua New Guinea business unit, led by Alwyn Pretorius, and a secondary listing of its depositary interests on the PNGX at closing. Investors should note that the synergy and cash-improvement figures are management estimates subject to significant forward-looking risks, including integration execution, shareholder approvals, and gold price volatility.

Oct 4, 2023 8-K/A

Newmont 8-K/A Report, Executive Changes (Oct 2, 2023)

This 8-K/A filing from Newmont Corporation (NEM) serves as an amendment to a previous filing, primarily to disclose the sign-on compensation package for its new Executive Vice President and Chief Operating Officer, Natascha Viljoen, and to provide updated information on the transition of the COO role. The filing details that Ms. Viljoen, who officially joined the Executive Leadership Team on October 2, 2023, will receive a one-time cash payment of $500,000 and a restricted stock award valued at $5,811,000. Both components of her sign-on compensation are subject to retention and vesting conditions. Furthermore, the report outlines the phased responsibilities Ms. Viljoen will assume for various business units, including Australia, North America, and eventually Papua New Guinea post-Newcrest acquisition integration. This structured approach aims to ensure a smooth operational transition and effective integration of Newcrest's assets and personnel, with the current COO, Mr. Rob Atkinson, supporting this process and then transitioning to a strategic role. Investors should note the specific details of Ms. Viljoen's compensation and her progressive assumption of operational oversight, which are key to understanding executive remuneration and strategic leadership appointments.

Oct 2, 2023 8-K

Newmont 8-K Report, Corporate Update (Sep 18, 2023)

Newmont Corporation (NYSE: NEM) announced on September 18, 2023 that Australia's Foreign Investment Review Board (FIRB) and Japan's Fair Trade Commission (JFTC) have cleared its pending acquisition of Newcrest Mining Limited. FIRB's Treasury issued a No Objection Notification, conditioned on standard Commonwealth tax compliance conditions, and the JFTC issued a clearance letter allowing closing to proceed any time after September 30, 2023. This is a material regulatory milestone that moves the transaction closer to completion. Newmont still expects to close the transaction in the fourth quarter of 2023. Remaining approvals include the Philippine Competition Commission, with ongoing engagement with the PNG Government and regulators on other clearances. The Australian Competition & Consumer Commission cleared the deal in August and made a recommendation to FIRB. Newmont's definitive proxy statement was filed September 5, 2023 and mailing to stockholders began September 11, 2023, with a Newcrest scheme booklet dated September 8, 2023. Management's stated rationale is that the combination creates a portfolio of Tier 1, low-risk-jurisdiction assets with a multi-decade production profile, increased copper output, and expected annual pre-tax synergies of $500 million within 24 months, plus at least $2 billion in cash improvements through portfolio optimization over two years. Investors should weigh these management estimates against the forward-looking risks disclosed, including shareholder approvals, outstanding regulatory conditions, integration execution, and gold and metals price volatility.

Sep 18, 2023 8-K

Newmont 8-K Report, Corporate Update (Sep 8, 2023)

Newmont Corporation (NYSE: NEM) filed this Form 8-K on September 8, 2023 to furnish a press release (Exhibit 99.1, dated September 7, 2023) announcing the date of its special meeting of stockholders and the filing of its definitive proxy statement for the proposed acquisition of Newcrest Mining Limited. The Newmont stockholder meeting will be held virtually on October 11, 2023, where shareholders will vote on, among other proposals, the issuance of Newmont common stock in connection with the Scheme of Arrangement. Newmont's Board unanimously recommends voting in favor. Newcrest's Federal Court-ordered Scheme Meeting is scheduled for October 13, 2023, and the filing is largely procedural, marking a milestone in the transaction's regulatory and shareholder approval process rather than introducing new financial terms. The filing reiterates the strategic rationale announced May 14, 2023: a combined company with 10 Tier 1 operations, increased copper production primarily from Australia and Canada, and anticipated annual pre-tax synergies of $500 million within 24 months, plus a target of at least $2 billion in cash improvements through portfolio optimization over the first two years after closing. These figures are management estimates and are subject to the forward-looking statement risks outlined in the filing. For investors, the key items to monitor are the outcome of both shareholder votes on October 11 and October 13, 2023, the status of required regulatory approvals and closing conditions, and whether the realization of projected synergies and portfolio optimization gains materializes as expected. The filing also flags risks including gold and metals price volatility, integration execution, shareholder approval, and potential litigation related to the Scheme Implementation Deed.

Sep 8, 2023 8-K/A

Shareholder Matters

Newmont 8-K/A Report, Shareholder Vote Results (Sep 6, 2023)

This 8-K/A filing from Newmont Corporation (NEM) serves as an amendment to a previous 8-K report, clarifying a specific detail regarding their annual stockholder meeting held on April 26, 2023. The core update relates to the frequency of advisory votes on executive compensation. Newmont's Board of Directors, in alignment with stockholder preference, has officially adopted a policy to hold an annual advisory "say-on-pay" vote.

Sep 6, 2023 8-K

Newmont 8-K Report, Corporate Update (Aug 22, 2023)

On August 21, 2023, Newmont Corporation (NYSE: NEM) disclosed via Form 8-K that Australia's Australian Competition & Consumer Commission (ACCC) has cleared its proposed acquisition of Newcrest Mining Limited (ASX/TSX/PNGX: NCM). The ACCC clearance is a meaningful regulatory milestone, and the ACCC is expected to pass its clearance to Australia's Foreign Investment Review Board (FIRB) for consideration. The filing is principally an informational update under Item 8.01; it does not itself change the transaction terms, which were set out in the scheme implementation deed dated May 15, 2023. Newmont reiterated that it expects to close the transaction in the fourth quarter of 2023. Korea's Fair Trade Commission and Papua New Guinea's Independent Consumer & Competition Commission cleared the deal earlier in August, and the Canadian Competition Bureau issued a 'no action' letter in July. Remaining approvals include FIRB, the Japan Fair Trade Commission, and the Philippine Competition Commission, with ongoing engagement with the PNG Government on other clearances. The combination is positioned around a $500 million annual pre-tax synergy target, expected within 24 months, plus a target of at least $2 billion through portfolio optimization in the first two years after closing. Investors should note that these figures are management estimates, that the filing contains extensive forward-looking statement cautions, and that the pending transaction remains subject to shareholder approvals and the outstanding regulatory conditions.

Aug 22, 2023 8-K/A

Newmont 8-K/A Report, Executive Changes (Aug 16, 2023)

This 8-K/A filing from Newmont Corporation serves as an amendment to a previous 8-K filed on February 14, 2023. The primary purpose of this amendment is to formally update the market on the official start date for Ms. Natascha Viljoen as Executive Vice President and Chief Operating Officer. Investors should note that Ms. Viljoen is now confirmed to join Newmont's Executive Leadership Team on October 2, 2023. This appointment is a significant leadership update. The company also clarified that Mr. Rob Atkinson, the outgoing COO, will continue in his role and report directly to the CEO, focusing on a smooth transition with Ms. Viljoen and driving strategic initiatives. This ensures continuity and a continued focus on the company's operational and strategic goals during this leadership change.

Aug 16, 2023 8-K

Newmont 8-K Report, Corporate Update (Aug 16, 2023)

On August 15, 2023, Newmont Corporation (NYSE: NEM) disclosed that the Korea Fair Trade Commission (KFTC) has cleared its proposed acquisition of Newcrest Mining Limited, ruling that the transaction does not violate Korea's Monopoly Regulation and Fair Trade Law. The clearance is a incremental regulatory milestone under the Scheme Implementation Deed dated May 15, 2023, but it does not by itself complete the deal. Newmont says it still expects to close in the fourth quarter of 2023 and notes that Papua New Guinea's competition regulator and Canada's Competition Bureau have already cleared the transaction. Several approvals remain outstanding, including the Australian Competition and Consumer Commission (ACCC), Australia's Foreign Investment Review Board (FIRB), the Japan Fair Trade Commission (JFTC), and the Philippine Competition Commission (PCC), along with continued engagement with the PNG government on other clearances. Completion also depends on shareholder approvals from both companies and other customary closing conditions. The filing itself is a procedural Item 8.01 disclosure with no new financial results, so the investment thesis rests on the strategic case announced in May. Management's strategic case is that the combination would create a portfolio with the highest concentration of Tier 1 operations in low-risk jurisdictions, deliver a multi-decade production profile from 10 large, long-life, low-cost assets, and increase annual copper output, primarily from Australia and Canada. Management estimates annual pre-tax synergies of $500 million within 24 months and targets at least $2 billion of value from portfolio optimization within two years after closing. These are management estimates, not GAAP measures, and they carry the execution and integration risks described in the filing's forward-looking statement cautions.

Aug 16, 2023 8-K

Newmont 8-K Report, Corporate Update (Aug 2, 2023)

On August 2, 2023, Newmont Corporation (NYSE/TSX: NEM) disclosed via Form 8-K that Papua New Guinea's Independent Consumer & Competition Commission (ICCC) has granted clearance for its proposed acquisition of Newcrest Mining Limited. Newmont, after consulting with Newcrest, also determined that no premerger notification under the Hart-Scott-Rodino Act is required in the United States for the transaction to proceed. The filing is primarily a regulatory-progress update rather than a financial report, and it contains no new financial results or guidance. The announcement follows a Canadian Competition Bureau "no action" letter issued the prior month, and the transaction is governed by a Scheme Implementation Deed dated May 15, 2023. Newmont states it still needs other approvals, including from the Australian Competition and Consumer Commission (ACCC), Australia's Foreign Investment Review Board, the Japan Fair Trade Commission, the Philippine Competition Commission, and the Korea Fair Trade Commission. Management expects to close the transaction in the fourth quarter of 2023, and the press release notes continued engagement with the PNG government on further approvals. Management's stated rationale centers on creating a portfolio with the highest concentration of Tier 1 assets, a multi-decade production profile from 10 large, long-life, low-cost operations, and increased copper output. The combined company is projected to generate $500 million in annual pre-tax synergies within 24 months, plus a target of at least $2 billion in value through portfolio optimization over the first two years after closing. These are forward-looking management estimates subject to meaningful execution and regulatory risk. Investors should also note that the filing states Newmont plans to establish PNG as a standalone fifth region and pursue a secondary listing of its depositary interests on PNGX.

Aug 2, 2023 8-K

Newmont 8-K Report, Corporate Update (Jul 21, 2023)

Newmont Corporation (NYSE: NEM) filed this Form 8-K on July 20–21, 2023 to furnish excerpts from its Q2 2023 earnings presentation and webcast transcript, both centered on its pending acquisition of Newcrest Mining Limited under a Scheme Implementation Deed dated May 15, 2023. No new financial statements were filed; the disclosure is an update on deal progress and operating results. Management reported Q2 2023 production of 1.2 million attributable gold ounces and 256k gold equivalent ounces (GEOs) from co-products, adjusted EBITDA of $910 million, cash from continuing operations of $656 million, liquidity of $6.2 billion, and a net debt to adjusted EBITDA ratio of 0.7x. Management said results will be back-half weighted and reiterated its full-year 2023 guidance, while withdrawing guidance related to Peñasquito and deferring the investment decision on the Yanacocha Sulfides project. On the transaction, management stated it remains on track to close in the fourth quarter of 2023 (target implementation in November). Key remaining milestones include the scheme booklet lodging with ASIC in August, a U.S. definitive proxy statement in September (assuming no SEC review), shareholder votes in October, and competition and regulatory approvals from Australia, Canada, Papua New Guinea, Japan, the Philippines, and Korea. Canadian government clearance has already been received. Investors should note that the independent expert's conclusion on the Newcrest side was still pending at the time of the call, and that the deal carries execution, integration, regulatory, and shareholder-approval risks. For investors, the near-term catalysts are the shareholder votes, the remaining Australian and PNG regulatory approvals (particularly the ACCC and FIRB), and the combined company's first guidance in February 2024. Management also indicated that portfolio optimization, including resequencing of project capital, will continue over the next couple of years, with possible Capital Markets Day to follow.

Jul 21, 2023 8-K

Newmont 8-K Report, Financial Results (Jul 20, 2023)

Newmont reported second-quarter 2023 results on July 20, 2023, with attributable gold production of 1.24 million ounces (down 17% year over year) and 256 thousand gold equivalent ounces from other metals. Gold All-In Sustaining Costs (AISC) rose 23% to $1,472 per ounce, driven by lower volumes and higher sustaining capital, while gold Costs Applicable to Sales (CAS) increased 13% to $1,054 per ounce. Realized gold prices were higher at $1,965 per ounce, up 7% year over year, but reported net income attributable to stockholders fell to $155 million ($0.19 per diluted share) from $387 million a year earlier. Adjusted EBITDA declined 21% to $910 million, and free cash flow fell to $40 million from $514 million. The quarter was marked by several operational disruptions. Operations at Peñasquito were suspended in June due to a labor dispute with the National Union of Mine and Metal Workers of Mexico, which led Newmont to withdraw its full-year 2023 guidance for that site. Operations at Éléonore were temporarily shut due to Canadian wildfires, and mining was paused at Cerro Negro for safety inspections. Management nonetheless reaffirmed consolidated full-year 2023 guidance of 5.7 to 6.3 million attributable gold ounces and gold AISC of $1,150 to $1,250 per ounce, with production and cost improvement expected in the second half. Newmont also declared a $0.40 per share quarterly dividend and provided a non-binding 2023 annualized dividend framework of $1.40 to $1.80 per share. The filing also highlights the pending acquisition of Newcrest Mining Limited, expected to close in the fourth quarter of 2023 subject to shareholder approval and customary conditions. Newmont ended the quarter with $2.8 billion of consolidated cash, $374 million of time deposits, roughly $6.2 billion of total liquidity, and a net debt to Adjusted EBITDA ratio of 0.7x. Investors will need to weigh a weaker operating quarter and the Peñasquito uncertainty against a still-strong balance sheet and the strategic logic of the Newcrest deal.

Jul 20, 2023 8-K

Newmont 8-K Report, Corporate Update (Jul 20, 2023)

Newmont's July 20, 2023 Form 8-K is a recast, not a new earnings release. It updates Items 1, 2, 7 and 8 of the 2022 Form 10-K (filed February 23, 2023) to reflect a change in segment reporting that took effect in Q1 2023. The five geographic segments (North America, South America, Australia, Africa, Nevada) were dissolved. Reportable segments are now each of the 12 mining operations plus the 38.5% interest in Nevada Gold Mines, which is proportionately consolidated. Corporate and Other now includes corporate and regional offices and non-reportable equity method investments. All prior-period figures have been recast. The filing states that it is not an amendment or restatement of the 10-K, and it does not update any other 2022 disclosures. For investors, the practical effect is better transparency at the asset level. Each mine's sales, costs applicable to sales, D&A, pre-tax income, total assets and capex are now reported individually, which makes it easier to compare site economics and to see where cost inflation and impairments sit. The recast also means that consolidated totals are unchanged, so headline results such as 2022 sales of $11,915 million and net loss from continuing operations of $(459) million are unaffected. The 8-K also includes updated auditor consents from Ernst & Young and PricewaterhouseCoopers, plus a qualified person consent for technical report summaries. These are administrative items. The filing does not disclose new financial results, guidance, or subsequent-period events. Investors should read it alongside the 2022 10-K and the 2023 10-Qs.

Jul 20, 2023 8-K

Newmont 8-K Report, Corporate Update (Jul 19, 2023)

On July 18, 2023, Newmont Corporation (NYSE: NEM, TSX: NGT) disclosed via Form 8-K that the Canadian Competition Bureau issued a "no action" letter clearing its previously announced acquisition of Newcrest Mining Limited under Canadian competition law. The filing is a procedural update rather than a financial report: it contains no new financial results, guidance changes, or deal-term revisions. The clearance is one regulatory milestone under the May 15, 2023 Scheme Implementation Deed. According to the accompanying press release, Newmont is still pursuing regulatory approvals in other jurisdictions and expects the transaction to close in the fourth quarter of 2023. Completion remains subject to those remaining approvals, shareholder approvals from both companies, and other customary closing conditions. The filing's forward-looking statements flag risks including failure to obtain approvals, integration difficulties, and the value of the scheme consideration. For investors, the key takeaway is that a significant antitrust hurdle has been cleared, reducing near-term deal risk. The stated economic rationale is unchanged: management projects $500 million in annual pre-tax synergies within 24 months and at least $2 billion in portfolio optimization value within two years of closing. Investors should still watch remaining regulatory decisions, the shareholder votes, and the integration plan, since the filing does not address the deal's valuation or financing.

Jul 19, 2023 8-K