Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )


Filed by the Registrant  x


Filed by a Party other than the Registrant  o


Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material under §240.14a-12


Newmont Mining Corporation

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:






Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






Proposed maximum aggregate value of transaction:






Total fee paid:





Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:






Form, Schedule or Registration Statement No.:






Filing Party:






Date Filed:






The following letter was mailed to stockholders of Newmont Mining Corporation on April 1, 2019:



April 1, 2019


Dear Newmont Stockholder:


We had previously sent you proxy materials related to the Newmont Mining Corporation special meeting being held on April 11, 2019 for stockholders to consider a strategic business combination transaction with Goldcorp Inc. At the special meeting you will be asked to vote upon, among other matters, an amendment and restatement of the Newmont Restated Certificate of Incorporation to increase Newmont’s authorized shares of common stock from 750,000,000 to 1,280,000,000 and the issuance of shares of Newmont common stock to Goldcorp shareholders. To ensure that your shares are counted in this important matter, please take a moment right now and return the enclosed proxy card.


Your Board of Directors unanimously recommends that you vote FOR all of the proposals presented at the special meeting


In order to make it convenient for you to vote, we are enclosing a duplicate proxy card for your use. We have also made arrangements for you to be able to vote by telephone or internet. Simply follow the instructions on the enclosed proxycard.


Please vote today! Remember - every share and every vote counts!


If you have any questions, or need assistance voting, please call our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885.


Thank you for your continued support.





Chair of the Board of Directors



Additional  information about the proposed  transaction and where to find it


This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is being made in respect of the proposed transaction involving the Company and Goldcorp pursuant to the terms of an Arrangement Agreement by and among the Company and Goldcorp and may be deemed to be soliciting material relating to the proposed transaction. In connection with the proposed transaction, the Company filed a proxy statement relating to a special meeting of its stockholders with the SEC on March 11, 2019. Additionally, the Company filed and will file other relevant materials in connection with the proposed transaction with the SEC. Security holders of the Company are urged to read the proxy statement regarding the proposed transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the proposed transaction because they contain and will contain important information about the proposed transaction and the parties to the transaction. The definitive proxy statement was mailed to the Company’s stockholders on March 14, 2019. Stockholders of the Company are able to obtain a copy of the proxy statement, the filings with the SEC that have been and will be incorporated by reference into the proxy statement as well as other filings containing information about the proposed transaction and the parties to the transaction made by the Company with the SEC free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.newmont.com/investor-relations/default.aspx or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com or by calling 303-837-5484. Copies of the documents filed with the SEC by Goldcorp are available free of charge at the SEC’s website at www.sec.gov.


Participants in the proposed transaction solicitation


The Company and its directors, its executive officers, members of its management, its employees and other persons, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 9, 2018 and other relevant materials filed with the SEC when they become available. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed transaction are set forth in the proxy statement relating to the transaction filed with the SEC on March 11, 2019, and mailed to stockholders March 14, 2019. Additional information concerning Goldcorp’ executive officers and directors is set forth in its 2018 Annual Report on Form 40-F filed with the SEC on March 28, 2019, its management information circular relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 16, 2018 and other relevant materials filed with the SEC when they become available.


If you have questions or need assistance in voting your shares, please contact:



1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com