8-KRegulation FDExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Regulation FD Disclosure (Feb 3, 2011)

Filed February 3, 2011For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (NEM) announced a significant transaction on February 3, 2011, involving the acquisition of Fronteer Gold Inc. This transaction is structured as a plan of arrangement, where Newmont will acquire all outstanding common shares of Fronteer. As part of the deal, Fronteer shareholders will receive $14.00 in cash and one common share of a newly formed entity, Pilot Gold Inc., for each Fronteer share they own. Pilot Gold Inc. will house certain exploration assets of Fronteer, with former Fronteer shareholders retaining a substantial 80.1% interest and Newmont holding the remaining 19.9% indirectly. The filing also indicates that a detailed investor presentation was made concerning the arrangement and its strategic implications for Newmont. Further details regarding the arrangement agreement are expected to be filed in a subsequent 8-K.

Key Highlights

  • 1Newmont Mining Corporation announced an agreement to acquire Fronteer Gold Inc. via a plan of arrangement.
  • 2Fronteer shareholders will receive $14.00 in cash and one common share of Pilot Gold Inc. per Fronteer share.
  • 3A new entity, Pilot Gold Inc., will be created to hold certain Fronteer exploration assets.
  • 4Former Fronteer shareholders will own 80.1% of Pilot Gold Inc., while Newmont will indirectly own 19.9%.
  • 5An investor presentation was released alongside the announcement to detail the transaction and Newmont's strategy.
  • 6The full arrangement agreement details will be provided in a future 8-K filing.

Frequently Asked Questions

This 8-K filing announces Newmont Mining Corporation's agreement to acquire Fronteer Gold Inc. and provides details about the structure of the transaction, including the consideration to be paid to Fronteer shareholders and the formation of a new entity, Pilot Gold Inc.

Fronteer shareholders will receive $14.00 in cash and one common share of Pilot Gold Inc. for each common share of Fronteer they own.

Pilot Gold Inc. is a new corporation that will hold certain exploration assets of Fronteer. Former Fronteer shareholders will own the majority stake (80.1%) in Pilot Gold, with Newmont holding a minority interest (19.9%).

More information can be found in the press release (Exhibit 99.1) and the investor presentation (Exhibit 99.2) attached to this 8-K filing. Additional details about the arrangement agreement will be filed in a subsequent 8-K.