Bond Newmount Corp 2.25% ( US651639AY25 ) in USD

Newmount Corp

100 % ▲

United States

US651639AY25 ( in USD )

2.25% per year ( payment 2 times a year)

30/09/2030

Prospectus brochure of the bond Newmont Corp US651639AY25 en USD 2.25%, maturity 30/09/2030

2 000 USD

1 000 000 000 USD

651639AY2

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/10/2026 ( In 180 days )

Newmont Corporation is a leading global gold mining company with operations in North and South America, Australia, and Africa, focused on responsible gold production and exploration.

The Bond issued by Newmount Corp ( United States ) , in USD, with the ISIN code US651639AY25, pays a coupon of 2.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/09/2030

The Bond issued by Newmount Corp ( United States ) , in USD, with the ISIN code US651639AY25, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Newmount Corp ( United States ) , in USD, with the ISIN code US651639AY25, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-227483
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Aggregate Price Per
Aggregate Offering
Amount of
to be Registered

Registered

Unit

Price(1)

Registration Fee

2.250% Senior Notes due 2030

$1,000,000,000

99.108%

$991,080,000

$128,642.18

Guarantee of the 2.250% Senior Notes
due 2030

--

--

--

--(2)

Total

$991,080,000

$128,642.18

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no registration fee is required with respect to the guarantee.
Table of Contents
Prospectus Supplement
March 4, 2020
(To Prospectus Dated September 21, 2018)
$1,000,000,000
NEWMONT CORPORATION
2.250% Senior Notes due 2030
We are offering $1,000,000,000 aggregate principal amount of our 2.250% Senior Notes due 2030 (the "notes"). The notes will bear interest at a
rate of 2.250% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2020. The notes will mature
on October 1, 2030, unless earlier redeemed.
We may redeem some or all of the notes at any time or from time to time. The redemption prices are discussed under "Description of Notes--
Optional Redemption." In addition, upon the occurrence of both (i) a change of control of Newmont and (ii) a downgrade of the notes within a specified
period from an investment grade rating to below an investment grade rating by each of Moody's Investors Service, Inc. and Standard & Poor's Ratings
Services, unless we have exercised our right to redeem all the notes, we will be required to make an offer to purchase the notes at a price equal to
101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase.
The notes will rank equally with all our existing and future unsecured senior debt and senior to all our future subordinated debt. The notes will be
guaranteed on a senior unsecured basis by our subsidiary Newmont USA Limited. This guarantee will be the unsecured senior obligation of Newmont
USA Limited. The guarantee will be released if Newmont USA Limited ceases to guarantee more than $75 million aggregate principal amount of other
debt of Newmont.
The notes are new securities, and currently there is no established market for the notes. Accordingly, we cannot assure you as to the development
or liquidity of any market for the notes. We do not intend to apply for a listing of the notes on any securities exchange.
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Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.

Per Note

Total(1)

Public offering price

99.108%

$991,080,000

Underwriting discount

0.650%

$6,500,000

Proceeds to us (before expenses)

98.458%

$984,580,000

(1)
Plus accrued interest, if any, from March 18, 2020, if settlement occurs after that date.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company and its direct
participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on or about March 18,
2020, which is the tenth business day following the date of this prospectus supplement. See "Underwriting."
Joint Book-Running Managers
BMO Capital Markets

Goldman Sachs & Co. LLC

J.P. Morgan
BNP PARIBAS

Citigroup

Credit Suisse
RBC Capital Markets

Scotiabank

TD Securities
Senior Co-Managers
Mizuho Securities
MUFG
Santander
US Bancorp
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-8
Summary of Significant IFRS to U.S. GAAP Differences
S-39
Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2019
and the Year Ended December 31, 2018
S-42
Use of Proceeds
S-55
Capitalization
S-56
Description of Other Indebtedness
S-58
Description of Notes
S-60
Certain United States Federal Income Tax Considerations
S-68
Certain Benefit Plan Investor Considerations
S-73
Underwriting
S-75
Experts
S-81
Validity of the Securities
S-82
Where You Can Find More Information
S-83
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Incorporation of Certain Information by Reference
S-84
Prospectus

Page

About this Prospectus

1
Forward-Looking Statements

2
The Company

4
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

7
Dividend Policy

8
Description of Capital Stock

9
Description of Debt Securities

12
Description of Warrants

26
Description of Units

27
Plan of Distribution

28
Selling Securityholders

30
Validity of the Securities

31
Experts

32
Where You Can Find More Information

33
S-i
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If
anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy,
these notes only in jurisdictions where such offers and sales are permitted. You should not assume that the information provided by this
prospectus supplement and the accompanying prospectus or the documents incorporated by reference in this document is accurate as of any
date other than their respective dates. Our business, financial condition, results of operations or prospects may have changed since those dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes certain matters relating to us and this offering. The
second part, the accompanying prospectus, gives more general information about securities we may offer from time to time, some of which may not
apply to the notes offered by this prospectus supplement and the accompanying prospectus. For information about the notes, see "Description of Notes"
in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus. When we refer to this "document," we mean this
prospectus supplement and the accompanying prospectus, unless the context otherwise requires.
Before you invest in the notes, you should read the registration statement of which this document forms a part and this document, including the
documents incorporated by reference herein that are described under the heading "Where You Can Find More Information."
If the information set forth in this prospectus supplement varies in any way from the information set forth in the accompanying prospectus, you
should rely on the information contained in this prospectus supplement. If the information set forth in this prospectus supplement varies in any way
from the information set forth in a document we have incorporated by reference, you should rely on the information in the more recent document.
Unless we have indicated otherwise, or the context otherwise requires, (1) references in this document to "Newmont Corporation," "Newmont,"
"the Company," "we," "us," "our Company" or "our" refer to Newmont Corporation and its consolidated subsidiaries, except where the context requires
that such terms refer to Newmont Corporation only, (2) references to the "Subsidiary Guarantor" or "Newmont USA Limited" refer to Newmont USA
Limited, together with its subsidiaries, except where the context requires that such terms refer to Newmont USA Limited only, and (3) references to
"Goldcorp" refer to our wholly-owned subsidiary, Goldcorp Inc., together with its subsidiaries.
References in this document to "ounces attributable to Newmont" or "pounds attributable to Newmont" mean that portion of gold, silver, copper,
zinc or lead produced, sold or included in proven and probable reserves that is attributable to our ownership or economic interest.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to "$" or "dollar" are to the lawful
currency of the United States.
S-ii
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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement (including information incorporated by reference herein) are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are intended to be covered by the safe harbor provided for under these sections. Words
such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," "estimate(s)," "should," "intend(s)" and similar expressions are intended to
identify forward-looking statements. Our forward-looking statements may include, without limitation:
·
estimates regarding future earnings and the sensitivity of earnings to gold, copper, silver, lead, zinc and other metal prices;
·
estimates of future mineral production and sales;
·
estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;
·
estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices;
·
estimates of future capital expenditures, construction, production or closure activities and other cash needs, for specific operations and on
a consolidated basis, and expectations as to the funding or timing thereof;
·
estimates as to the projected development of certain ore deposits, including the timing of such development, the costs of such
development and other capital costs, financing plans for these deposits and expected production commencement dates;
·
estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of reserves to metal
price changes;
·
statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future
share repurchase transactions, debt repayments or debt tender transactions;
·
statements regarding future dividends and return to shareholders;
·
estimates regarding future exploration expenditures, results and reserves and mineralized material;
·
statements regarding fluctuations in financial and currency markets;
·
estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;
·
expectations regarding statements regarding future transactions, including, without limitation, statements related to future acquisitions
and projected benefits, synergies and costs associated with acquisitions and related matters;
·
expectations of future equity and enterprise value;
·
expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our
projects;
·
statements regarding future hedge and derivative positions or modifications thereto;
·
statements regarding local, community, political, economic or governmental conditions and environments;
S-iii
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·
statements regarding the impacts of changes in the legal and regulatory environment in which we operate, including, without limitation,
relating to regional, national, domestic and foreign laws;
·
statements regarding expected changes in the tax regimes in which we operate, including, without limitation, estimates of future tax rates
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and estimates of the impacts to income tax expense, valuation of deferred tax assets and liabilities, and other financial impacts resulting
from recent changes to U.S. tax laws;
·
estimates of income taxes and expectations relating to tax contingencies or tax audits;
·
estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters;
·
statements relating to potential impairments, revisions or write-offs, including without limitation, the result of fluctuation in metal prices,
unexpected production or capital costs, or unrealized reserve potential;
·
estimates of pension and other post-retirement costs;
·
statements regarding estimates of timing of voluntary early adoption of recent accounting pronouncements and expectations regarding
future impacts to the financial statements resulting from accounting pronouncements;
·
statements regarding expected closing of pending divestitures, including Red Lake;
·
estimates of future cost reductions, synergies, savings and efficiencies in connection with full potential programs and initiatives; and
·
expectations regarding future exploration and the development, growth and potential of operations, projects and investments.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a
reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by those forward-looking statements. Such risks include, but are not limited to:
·
the price of gold, copper, silver, lead, zinc and other metal prices and commodities;
·
the cost of operations;
·
currency fluctuations;
·
geological and metallurgical assumptions;
·
operating performance of equipment, processes and facilities;
·
labor relations;
·
timing of receipt of necessary governmental permits or approvals;
·
domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;
·
changes in tax laws;
·
domestic and international economic and political conditions;
·
our ability to obtain or maintain necessary financing; and
·
other risks and hazards associated with mining operations.
S-iv
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More detailed information regarding these factors is included in the section titled "Risk Factors" in this prospectus supplement and the sections
titled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as applicable, in our
Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference in this prospectus supplement and in our
reports and other documents on file with the SEC. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers
are cautioned not to place undue reliance on our forward-looking statements.
All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in
their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a
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result of new information, future events or otherwise, except as may be required under applicable securities laws.
S-v
Table of Contents
SUMMARY
This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you
should consider before investing in the notes. You should read this entire prospectus supplement and the accompanying prospectus carefully, including
the section entitled "Risk Factors," our financial statements and the notes thereto incorporated by reference into this prospectus supplement, and other
documents incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision.
Our Company
Overview
Newmont is the world's leading gold company and is the only gold company included in the S&P 500 Index and Fortune 500. We have been
included in the Dow Jones Sustainability Index-World for 13 consecutive years and have adopted the World Gold Council's Conflict-Free Gold Policy.
We are engaged in the exploration for and acquisition of gold and copper properties. We have significant operations and/or assets in the United States
("U.S."), Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana.
We continue to focus on improving safety and efficiency at our operations, maintaining leading environmental, social and governance practices,
and sustaining our global portfolio of longer-life, lower cost mines to generate the financial flexibility we need to strategically reinvest in the business,
strengthen the Company's investment-grade balance sheet and return cash to shareholders.
Newmont is also engaged in the production of copper, silver, lead and zinc. On July 1, 2019, we completed the formation of Nevada Gold Mines
("NGM"), in which we hold a 38.5% interest. Historically, our Phoenix operations in the U.S. produced copper as a co-product up until the formation of
the Nevada Gold Mines joint venture, effective July 1, 2019, at which point copper became a by-product. Newmont Corporation's original predecessor
corporation was incorporated in 1921 under the laws of Delaware and has been publicly traded since 1925. Our common stock is traded on the New
York Stock Exchange under the symbol "NEM" and on the Toronto Stock Exchange under the symbol "NGT."
Newmont USA Limited
Newmont USA Limited is a Delaware limited liability company and a wholly owned subsidiary of Newmont. A portion of the operations of
Newmont are currently conducted through Newmont USA Limited.
Products
Gold
General. We had consolidated gold production from continuing operations of 6.4 million ounces (6.0 million attributable gold ounces) in 2019,
5.5 million ounces (5.1 million attributable gold ounces) in 2018 and 5.7 million ounces (5.3 million attributable gold ounces) in 2017. Of our 2019
consolidated gold production, approximately 16% came from North America, 22% from South America, 22% from Australia, 17% from Africa and
23% from Nevada. For 2019, 2018 and 2017, 93%, 96% and 96%, respectively, of our Sales were attributable to gold. Most of our Sales come from the
sale of refined gold. The end product at our gold operations, however, is generally doré bars. Doré is an alloy consisting primarily of gold but also
containing silver and other metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms
of our refining agreements, the doré bars are refined for a fee, and our share of the refined gold and the separately-recovered silver is credited to our
account or delivered to buyers. A portion of gold sold
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from Peñasquito in North America, Boddington in Australia and NGM and Phoenix (until the formation of NGM) in Nevada is sold in a concentrate
containing other metals such as copper, silver, lead and/or zinc.
Other Co-product Metals
Generally, if a metal expected to be mined represents more than 10 to 20% of the life of mine sales value of all the metal expected to be mined, the
metal is considered a co-product and recognized as Sales in the Consolidated Financial Statements in our Annual Report on Form 10-K for the year
ended December 31, 2019 filed with the SEC on February 20, 2020, incorporated by reference herein.
In 2019, copper production at Boddington and Phoenix and silver, lead and zinc production at Peñasquito are considered co-products. Copper,
silver, lead and zinc sales are generally in the form of concentrate that is sold to smelters for further treatment and refining.
Copper. We had consolidated co-product copper production of 79 million pounds in 2019, 109 million pounds in 2018 and 113 million pounds in
2017. For 2019, 2018 and 2017, 2%, 4% and 4%, respectively, of our Sales were attributable to copper. Of our 2019 copper production, approximately
19% came from Nevada and 81% from Australia.
Silver. We had consolidated co-product silver production of 15.9 million ounces in 2019, which represents 3% of Sales. All of our 2019 silver
production came from North America.
Lead. We had consolidated co-product lead production of 108 million pounds in 2019, which represents 1% of Sales. All of our 2019 lead
production came from North America.
Zinc. We had consolidated co-product zinc production of 187 million pounds in 2019, which represents 1% of Sales. All of our 2019 zinc
production came from North America.
Additional Information
Our principal executive offices are located at 6363 South Fiddler's Green Circle, Greenwood Village, Colorado 80111. Our telephone number is
(303) 863-7414. We maintain a website at http://www.newmont.com. Information presented on or accessed through our website is not incorporated
into, or made part of, this prospectus supplement or the accompanying prospectus.
Concurrent Tender Offers
On the date of this prospectus supplement, we commenced cash tender offers (the "Tender Offers") for (i) our outstanding 3.500% Senior Notes
due 2022 (the "2022 Notes"), (ii) our outstanding 3.700% Notes due 2023 (the "2023 Notes") and (iii) Goldcorp's outstanding 3.700% Notes due 2023
(the "Goldcorp 2023 Notes", and together with the 2022 Notes and the 2023 Notes, the "Tender Offer Notes") for up to the aggregate maximum
repurchase amounts specified in, and subject to the terms and conditions set forth in, the related offer to purchase. The Tender Offers are expected to
expire on March 31, 2020, unless extended or earlier terminated.
The Tender Offers are subject to the completion of this offering on terms satisfactory to us and resulting in the receipt of sufficient funds (the
"financing condition") and other conditions. The consummation of this offering is not contingent upon the successful completion of the Tender Offers.
We cannot assure you that the Tender Offers will be completed on the terms described in this prospectus supplement, or at all, nor can we assure you
that the Tender Offers will result in any series of the Tender Offer Notes being tendered and accepted for purchase. Nothing in this prospectus
supplement shall be construed as an offer to purchase any series of the Tender Offer Notes, as the Tender Offers are being made only to the recipients
of, and upon the terms and conditions set forth in, the related offer to purchase. We may amend the Tender Offers in any respect in relation to one or
S-2
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more series of Tender Offer Notes or waive any condition to the Tender Offers (including the financing condition described above), in each case,
subject to applicable law.
BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer-managers for the Tender Offers, for
which they will receive customary fees, indemnification against certain liabilities and reimbursement of expenses. Additionally, certain of the
underwriters or their affiliates may be holders of the Tender Offer Notes and, accordingly, may receive a portion of the proceeds of the offering if those
Tender Offer Notes are tendered and accepted for purchase in the Tender Offers.
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S-3
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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the information
that may be important to you. For a more complete understanding of the notes, you should read the section of this prospectus supplement entitled
"Description of Notes" and the section of the accompanying prospectus entitled "Description of Debt Securities." For purposes of this summary and the
"Description of Notes" section, references to "the Company," "Newmont," "issuer," "we," "our" and "us" refer only to Newmont Corporation and not
to its subsidiaries.
Issuer
Newmont Corporation (formerly known as "Newmont Mining Corporation" and "Newmont Goldcorp
Corporation"), a Delaware corporation.

Notes
$1,000,000,000 aggregate principal amount of 2.250% Senior Notes due 2030.

Maturity
October 1, 2030, unless earlier redeemed.

Interest
2.250% per year. Interest will accrue from March 18, 2020, and will be payable semi-annually in arrears on
April 1 and October 1 of each year, commencing on October 1, 2020.

Optional Redemption
We may redeem some or all of the notes at any time or from time to time. The redemption prices are
discussed under "Description of Notes--Optional Redemption."

Change of Control Repurchase Event
Upon the occurrence of both (i) a change of control of Newmont and (ii) a downgrade of the notes within a
specified period from an investment grade rating to below an investment grade rating by both Moody's
Investors Service, Inc. and Standard & Poor's Ratings Services, unless we have exercised our right to
redeem all the notes, we will be required to make an offer to purchase the notes at a price equal to 101% of
their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.

Covenants
Under the indenture for the notes, we are subject to covenants limiting our ability to issue debt secured by
mortgages on our or our restricted subsidiaries' principal properties or the stock or debt of our restricted
subsidiaries without equally and ratably securing the notes. In addition, under the indenture for the notes,
our ability to engage in sale-leaseback transactions on our principal properties is also limited. These
covenants are subject to a number of important exceptions and qualifications. See "Description of Debt
Securities--Restrictive Covenants Required by the Indenture" in the accompanying prospectus. Neither we
nor any of our subsidiaries are subject to any financial covenants under the indenture governing the notes. In
addition, neither we nor any of our subsidiaries are restricted under the indenture from incurring unsecured
debt, paying dividends or issuing or repurchasing our securities.
S-4
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Events of Default
If an event of default occurs under the indenture governing the notes, the principal amount of the notes, plus
accrued and unpaid interest, may be declared immediately due and payable. These amounts automatically
become due and payable if an event of default relating to certain events of bankruptcy, insolvency or
reorganization occurs.

Ranking
The notes will be our general unsecured obligations that will rank senior in right of payment to any of our
future indebtedness that is expressly subordinated in right of payment to the notes and equally in right of
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payment with all of our existing and future unsecured indebtedness and liabilities that are not so
subordinated. The notes will be effectively junior to any secured indebtedness of Newmont to the extent of
the value of the assets securing such indebtedness, and will be structurally subordinated to all debt and other
liabilities of our non-guarantor subsidiaries.

At December 31, 2019, (i) our total consolidated indebtedness was approximately $6.8 billion, none of
which was secured (other than $696 million of capital leases), and (ii) our non-guarantor subsidiaries had
$7.0 billion of total liabilities (including trade payables, but excluding intercompany debt and reclamation
and remediation liabilities), which would have been structurally senior to the notes.

Subsidiary Guarantee
The notes will initially be guaranteed on a senior unsecured basis by our subsidiary Newmont USA Limited.
The guarantee of Newmont USA Limited will be released if Newmont USA Limited ceases to guarantee
more than $75 million aggregate principal amount of other debt of Newmont. At December 31, 2019,
Newmont USA Limited guaranteed $600 million aggregate principal amount of other debt of Newmont that
did not contain a similar fall-away provision. See "Description of Debt Securities--Subsidiary Guarantees
of Newmont USA Limited" in the accompanying prospectus.

The guarantee will be a general unsecured senior obligation of Newmont USA Limited and will rank equal
in right of payment to all of Newmont USA Limited's existing and future senior unsecured indebtedness and
senior in right of payment to all of Newmont USA Limited's future subordinated indebtedness. The
guarantee will be effectively junior to any secured indebtedness of Newmont USA Limited to the extent of
the value of the assets securing such indebtedness.

At December 31, 2019, Newmont USA Limited had approximately $5.9 billion of consolidated
indebtedness, which consisted of guarantees of indebtedness of Newmont. Financial information for
Newmont USA Limited can be found in the Newmont SEC filings (File No. 001-31240) as listed under
"Where You Can Find More Information."
S-5
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Use of Proceeds We estimate that the net proceeds we will receive from this offering will be approximately $983 million, after deducting the
underwriting discount and estimated expenses of this offering payable by us. We intend to use the net proceeds of this offering,
supplemented with cash from our balance sheet, as necessary, for the repurchase of the Tender Offer Notes accepted for purchase
in the Tender Offers and the payment of all accrued and unpaid interest on the Tender Offer Notes accepted for purchase in the
Tender Offer, as well as for working capital and other general corporate purposes. This offering is not conditioned upon the
successful completion of the Tender Offers. See "Use of Proceeds."

Further Issues
Newmont may, without the consent of the then existing holders of the notes, issue additional notes in an unlimited aggregate
principal amount, which additional notes will have the same terms as the notes offered hereby except for the issue price, issue date
and, under some circumstances, the first interest payment date. Newmont will not issue any additional notes unless the additional
notes will be fungible with the notes offered hereby for U.S. federal income tax purposes.

Book-Entry
The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf
Form
of, DTC and registered in the name of a nominee of DTC. Beneficial interests in any of the notes will be shown on, and transfers
will be effected only through, records maintained by DTC and its participants, including Euroclear and Clearstream, and any such
interest may not be exchanged for certificated securities, except in limited circumstances.

Absence of a
The notes are new securities, and currently there is no established market for the notes. Accordingly, we cannot assure you as to the
Public Market
development or liquidity of any market for the notes. The underwriters have advised us that they currently intend to make a market
for the Notes
in the notes. However, they are not obligated to do so, and they may discontinue any market making with respect to the notes
without notice.

We do not intend to apply for a listing of the notes on any securities exchange.

Certain United
States Federal
Income Tax
For certain United States federal income tax considerations associated with acquiring, holding and disposing of the notes, see
Considerations "Certain United States Federal Income Tax Considerations."
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Trustee and
Paying Agent
The Bank of New York Mellon Trust Company, N.A. (the "trustee").
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Table of Contents
Risk Factors
Investing in the notes involves risks. You should carefully consider the information under the section titled
"Risk Factors" in this document and in Newmont's Annual Report on Form 10-K for the year ended
December 31, 2019 and all other information included in this document and the documents incorporated by
reference herein before investing in the notes.
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RISK FACTORS
Our business activities are subject to significant risks, including those described below. You should carefully consider the risks described in our
Annual Report on Form 10-K for the year ended December 31, 2019, as updated and supplemented by the discussion below, before making an
investment decision. If any of the described risks actually occurs, our business, financial position and results of operations could be materially
adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our business.
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference also contain forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a
number of factors, including the risks described below and elsewhere in this prospectus supplement. See "Forward-Looking Statements."
Risks Related to Our Business
A substantial or extended decline in gold, silver, copper, zinc or lead prices would have a material adverse effect on us.
Our business is dependent on the prices of gold, silver, copper, zinc and lead, which fluctuate on a daily basis and are affected by numerous factors
beyond our control. Factors tending to influence prices include:
·
Gold sales, purchases or leasing by governments and central banks;
·
Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals;
·
The relative strength of the U.S. dollar;
·
The monetary policies employed by the world's major Central Banks;
·
The fiscal policies employed by the world's major industrialized economies;
·
Expectations of the future rate of inflation;
·
Interest rates;
·
Recession or reduced economic activity in the United States, China, India and other industrialized or developing countries;
·
Decreased industrial, jewelry, base metal or investment demand;
·
Increased import and export taxes;
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