Obligation Newmount Corp 5.45% ( US651639AV85 ) en USD

Newmount Corp

99.948 % ▼

Etas-Unis

US651639AV85 ( en USD )

5.45% par an ( paiement semestriel )

08/06/2044

Prospectus brochure de l'obligation Newmont Corp US651639AV85 en USD 5.45%, échéance 08/06/2044

2 000 USD

443 639 000 USD

651639AV8

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

09/06/2026 ( Dans 66 jours )

Newmont Corporation est une société minière aurifère multinationale cotée en bourse, l'une des plus grandes productrices d'or au monde, possédant et exploitant des mines d'or et des projets d'exploration dans plusieurs pays.

L'Obligation émise par Newmount Corp ( Etas-Unis ) , en USD, avec le code ISIN US651639AV85, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/06/2044

L'Obligation émise par Newmount Corp ( Etas-Unis ) , en USD, avec le code ISIN US651639AV85, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Newmount Corp ( Etas-Unis ) , en USD, avec le code ISIN US651639AV85, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 a19-12073_4424b3.htm 424B3
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration Number 333-232446

PROSPECTUS

NEWMONT GOLDCORP CORPORATION

Offers to Exchange

Any and all of the outstanding 3.625% Notes due 2021
for registered 3.625% Notes due 2021

Any and all of the outstanding 3.700% Notes due 2023
for registered 3.700% Notes due 2023

Any and all of the outstanding 5.450% Notes due 2044
for registered 5.450% Notes due 2044

On April 22, 2019, we issued (i) $472,434,000 aggregate principal amount of 3.625% Notes due 2021, (ii) $810,243,000 aggregate
principal amount of 3.700% Notes due 2023 and (iii) $443,639,000 aggregate principal amount of 5.450% Notes due 2044 (collectively, the
"Existing Notes"), in private placements. We are offering to exchange (the "Exchange Offers") all of the issued and outstanding Existing Notes for
newly issued and registered notes (collectively, the "Registered Notes"). As used herein, the term "Notes" shall mean the Registered Notes
together with the Existing Notes.

The Registered Notes will have substantially identical terms to the Existing Notes, except that the Registered Notes will be registered
under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will not
apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series.
The Registered Notes will initially be guaranteed on a senior unsecured basis by Newmont USA Limited, which guarantees the Existing Notes.
Each guarantee constitutes a separate security offered by Newmont USA Limited.

Each series of Registered Notes will be part of the same corresponding series of the Existing Notes and will be issued under the same base
indenture. The Registered Notes will be exchanged for Existing Notes of the corresponding series in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance of Registered Notes in the Exchange Offers.

The Exchange Offers expire at 5:00 p.m. New York City time on August 6, 2019, unless extended (the "Expiration Date"). You
may withdraw tenders of Existing Notes at any time prior to the expiration of the Exchange Offers.

We do not intend to list the Registered Notes on any securities exchange or any automated quotation system.

Our common shares trade on The New York Stock Exchange under the symbol "NEM."

See "Risk Factors" beginning on page 11 for a discussion of risk factors that you should consider prior to
tendering your Existing Notes in the Exchange Offers as well as the risk factors and other information
contained or incorporated by reference in this prospectus.

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Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 9, 2019

Table of Contents

This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of Registered Notes
acquired in the Exchange Offers where it is legal to do so.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this
prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus.
We will provide this information to you at no charge upon written or oral request directed to: Newmont Goldcorp Corporation, 6363
South Fiddler's Green Circle, Greenwood Village, Colorado 80111, Attn: Newmont Investor Relations, (303) 837-5484,
[email protected]. In order to receive timely delivery of any requested documents in advance of the Expiration Date, you
should make your request no later than July 30, 2019, which is five full business days before you must make a decision regarding the
Exchange Offers.

In making a decision regarding the Exchange Offers, you should rely only on the information contained in or incorporated by reference
into this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should
not rely on it.

None of Newmont Goldcorp Corporation, the Exchange Agent or any affiliate of any of them makes any recommendation as to whether
or not holders of Existing Notes should exchange their Existing Notes for Registered Notes in response to the Exchange Offers.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of
this prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the
incorporated document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the
information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.

Each broker-dealer that receives Registered Notes for its own account pursuant to the Exchange Offers must acknowledge that it will
deliver a prospectus in connection with any resale of such Registered Notes. The accompanying letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Registered Notes received in exchange for Existing Notes where such Registered Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. We have agreed to make this prospectus available, upon request, to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."

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TABLE OF CONTENTS

Forward-Looking Statements
i
Summary
1
Risk Factors
11
Summary of Significant IFRS to U.S. GAAP Differences
17
Unaudited Pro Forma Condensed Combined Financial Information
20
The Exchange Offers
37
Use of Proceeds
47
Description of Other Indebtedness
48
Description of the Registered Notes
49
Registration Rights
66
Plan of Distribution
69
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Certain United States Federal Income Tax Considerations
70
Certain ERISA Considerations
71
Legal Matters
73
Experts
73
Where You Can Find More Information
73
Incorporation of Certain Information by Reference
74

Table of Contents

FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus (including information incorporated by reference herein) are "forward-looking statements"
within the meaning of Section 27A of 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 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

debt repayments or debt tender transactions;

·
estimates regarding future exploration expenditures, results and reserves;

·
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 transactions, including, without limitation, statements related to recent and future acquisitions

and joint ventures, projected timing benefits, synergies and costs and related matters;

·
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 political, economic or governmental conditions and environments;

·
statements regarding the impacts of changes in the legal and regulatory environment in which we operate;

·
estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without

limitation with respect to our Yanacocha operation;
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·
estimates of income taxes and expectations relating to tax contingencies or tax audits; and

·
estimates of pension and other post-retirement costs.

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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 risk that the cost savings and any other synergies from acquisitions or joint ventures may not be fully realized or may take longer to

realize than expected or the risks associated with any unforeseen liabilities from such acquisitions or joint ventures;

·
the price of gold, copper 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.

The forward looking statements contained in documents incorporated by reference herein are more specifically indicated in those
documents. More detailed information regarding these factors is included in the section titled "Risk Factors" on page 11 of this prospectus and the
sections titled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as
applicable in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, and in our Annual Report on Form 10-K for the year
ended December 31, 2018, each of which is incorporated by reference in this prospectus 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 result of new information, future events or otherwise, except as may be required under applicable securities laws.

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SUMMARY
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This summary highlights selected information contained elsewhere in this prospectus or the documents incorporated by reference in this
prospectus. This summary, does not contain all of the information that you should consider in making your investment decision. You should read
the following summary together with the entire prospectus, including the more detailed information regarding our Company and the Registered
Notes appearing elsewhere in this prospectus or the documents incorporated by reference in this prospectus. You should also carefully consider,
among other things, the matters discussed in the sections entitled "Risk Factors" in this prospectus or the documents incorporated by reference in
this prospectus, and the consolidated financial statements and the related notes incorporated by reference in this prospectus, before making a
decision regarding the Exchange Offers.

In this prospectus, except as the context otherwise requires or as otherwise indicated, (1) references to "Newmont Goldcorp
Corporation," "Newmont Goldcorp," "Newmont," "we," "us" and "our" refer to Newmont Goldcorp Corporation together with its
consolidated subsidiaries; (2) references to the "Subsidiary Guarantor" or "Newmont USA" refer to Newmont USA Limited, together with its
subsidiaries; and (3) references to "Goldcorp" refer to our wholly-owned subsidiary, Goldcorp Inc., together with its subsidiaries.

Newmont Goldcorp Corporation

Overview

Newmont is one of the world's largest gold producers 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 12 consecutive years and have adopted the World Gold Council's Conflict-
Free Gold Policy. We are also 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, Australia, Argentina, Peru, Ghana and Suriname.

We continue to focus on improving safety and efficiency at our operations, maintaining leading environmental, social and governance
practices, and building a stronger portfolio of longer-life, lower cost mines to generate the financial flexibility we need to fund our best projects,
reduce debt, and return cash to shareholders.

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." Our principal executive offices are located at 6363 South Fiddler's Green Circle, Greenwood Village 80111, Colorado, and our
telephone number at that location is (303) 863-7414.

On January 14, 2019, we entered into a definitive agreement (as amended by the first amendment to the arrangement agreement, dated as
of February 19, 2019, the "Arrangement Agreement"), in connection with our acquisition of Goldcorp, which closed on April 18, 2019 (the
"Arrangement"). Under the terms of the Arrangement Agreement, Newmont acquired all outstanding common shares of Goldcorp in a primarily
stock transaction (the "Newmont Goldcorp transaction"). Under the terms of the Arrangement Agreement, Goldcorp shareholders received
approximately 285 million shares of Newmont common stock valued at $9.4 billion on the date of close and approximately $17 million in cash
consideration. As of the closing date, the combined company is known as Newmont Goldcorp Corporation, continuing to be traded on the New
York Stock Exchange under the ticker NEM and listed on the Toronto Stock Exchange under the ticker NGT.

At the time of the Newmont Goldcorp transaction, Goldcorp had outstanding an aggregate principal amount of $2 billion in notes
consisting of: (i) $550 million aggregate principal amount of 3.625% Notes due 2021, (ii) $1 billion aggregate principal amount of 3.700% Notes
due 2023 and (iii) $450 million aggregate principal amount of 5.450% Notes due 2044, which we refer to collectively as the "Goldcorp Notes." On
April 22, 2019, we settled offers to exchange any and all outstanding Goldcorp Notes for (1) the Existing Notes issued by Newmont having the
same maturity and interest rates as the Goldcorp Notes and (2) cash. Approximately 86%, or approximately $1.7 billion, of the Goldcorp Notes
were tendered and accepted in the exchange offers, and we issued the Existing Notes pursuant to the exchange offers.

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Newmont USA

Newmont USA is a Delaware limited liability company and a wholly owned subsidiary of Newmont. A substantial portion of the
operations of Newmont are currently conducted through Newmont USA.

2
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The Exchange Offers
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The Exchange Offers
We are offering to exchange up to: (i) $472,434,000 aggregate principal amount of newly
issued and registered 3.625% 2021 Notes (the "Registered 2021 Notes") for an equal principal
amount of our outstanding 3.625% 2021 Notes (the "Existing 2021 Notes"), (ii) $810,243,000
aggregate principal amount of newly issued and registered 3.700% 2023 Notes (the "Registered
2023 Notes") for an equal principal amount of our outstanding 3.700% 2023 Notes (the
"Existing 2023 Notes") and (iii) $443,639,000 aggregate principal amount of newly issued and
registered 5.450% 2044 Notes (the "Registered 2044 Notes" and, together with the Registered
2021 Notes and the Registered 2023 Notes, the "Registered Notes") for an equal principal
amount of our outstanding 5.450% 2044 Notes (the "Existing 2044 Notes" and, together with
the Existing 2021 Notes and the Existing 2023 Notes, the "Existing Notes").

Purpose of the Exchange Offers
The Registered Notes are being offered to satisfy our obligations under the registration rights
agreement entered into at the time we issued and sold the Existing Notes by and among us, as
issuer, Newmont USA as guarantor, and Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, as dealer managers (the "Registration Rights Agreement"). Subject to limited
exceptions, after the Exchange Offers are complete, you will not have any further rights under
the Registration Rights Agreement, including any right to require us to register any of the
Existing Notes that you do not exchange, to file a shelf registration statement to cover resales
of the Existing Notes or to pay you the additional interest we agreed to pay to holders of
Existing Notes if we failed to satisfy our obligations under the Registration Rights Agreement.

The Notes
The Registered Notes will have substantially identical terms to the Existing Notes, except that
the Registered Notes will be registered under the Securities Act, the transfer restrictions,
registration rights and related special interest provisions applicable to the Existing Notes will
not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers
from the Existing Notes of the corresponding series. The Registered Notes will initially be
guaranteed on a senior unsecured basis by Newmont USA, which guarantees the Existing
Notes. Each guarantee constitutes a separate security offered by Newmont USA Limited. Each
series of Registered Notes will be part of the same corresponding series of the Existing Notes
and will be issued under the same base indenture. Holders of Existing Notes do not have any
appraisal or dissenters' rights in connection with the Exchange Offers.

As used herein, the term "Notes" shall mean the Registered Notes together with the Existing
Notes, the "2021 Notes" shall mean the Existing 2021 Notes together with the Registered 2021
Notes, the "2023 Notes" shall mean the Existing 2023 Notes together with the Registered 2023
Notes and the "2044 Notes" shall mean the Existing 2044 Notes together with the Registered
2044 Notes.

Denomination
The Registered Notes will only be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. No

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tender of Existing Notes will be accepted if it results in the issuance of less than $2,000
principal amount of Registered Notes.

Expiration Date
The Exchange Offers will expire at 5:00 p.m., New York City time, on August 6, 2019 (the
"Expiration Date"), unless we extend it, in which case Expiration Date means the latest date
and time to which the Exchange Offers are extended.

Settlement Date
The Settlement Date for the Exchange Offers will be promptly after the Expiration Date.

Procedures for Tendering the Existing Notes
If you wish to accept the Exchange Offers, you must tender your Existing Notes and do the
following on or prior to the Expiration Date:

·
if Existing Notes are tendered in accordance with the book-entry procedures described

under "The Exchange Offers-- Book-Entry Delivery Procedures for Tendering
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Existing Notes Held with DTC," transmit an Agent's Message to the Exchange Agent
through the Automated Tender Offer Program ("ATOP") of The Depository Trust
Company ("DTC"), or

·
transmit a properly completed and duly executed letter of transmittal, or a facsimile

copy thereof, to the Exchange Agent, including all other documents required by the
letter of transmittal.

See "The Exchange Offers--Procedures for Tendering."

Consequences of Failure to Exchange the
You will continue to hold Existing Notes, which will remain subject to their existing transfer
Existing Notes
restrictions, if you do not validly tender your Existing Notes or you tender your Existing Notes
and they are not accepted for exchange. With some limited exceptions, we will have no
obligation to register the Existing Notes after we consummate the Exchange Offers. See "The
Exchange Offers--Terms of the Exchange Offers" and "The Exchange Offers--Consequences
of Failure To Exchange."

Conditions to the Exchange Offers
The Exchange Offers are subject to several customary conditions. We will not be required to
accept for exchange, or to issue any Registered Notes in exchange for, any Existing Notes, and
we may terminate or amend the Exchange Offers with respect to one or more series of the
Notes if we determine in our reasonable judgment at any time before the Expiration Date that
the Exchange Offers would violate applicable law or any applicable interpretation of the staff of
the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any
time. In addition, we will not accept for exchange any Existing Notes tendered, and no
Registered Notes will be issued in exchange for any such Existing Notes, if at any time any
stop order is threatened or in effect with respect to:

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·
the registration statement of which this prospectus constitutes a part; or

·
the qualification of the Indenture under the Trust Indenture Act of 1939, as amended

(the "Trust Indenture Act").

See "The Exchange Offers--Conditions to the Exchange Offers." We reserve the right to
terminate or amend the Exchange Offers at any time prior to the Expiration Date upon the
occurrence of any of the foregoing events. If we make a material change to the terms of the
Exchange Offers, we will, to the extent required by law, disseminate additional offer materials
and extend the Exchange Offers.

Withdrawal Rights
Tenders of Existing Notes may be withdrawn at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. To withdraw a tender of Existing Notes, a notice of withdrawal
must be actually received by the Exchange Agent at its address set forth in "The Exchange
Offers--Exchange Agent" prior to 5:00 p.m., New York City time, on the Expiration Date. See
"The Exchange Offer--Withdrawal."

Registration Rights Agreement
We have undertaken the Exchange Offers pursuant to the terms of the Registration Rights
Agreement. Under the Registration Rights Agreement, Newmont agreed, among other things,
to consummate an exchange offer for the Existing Notes pursuant to an effective registration
statement or to cause resales of the Existing Notes to be registered. We have filed this
registration statement to meet our obligations under the Registration Rights Agreement. If we
fail to satisfy certain obligations under the Registration Rights Agreement, we are required to
pay additional interest to holders of the Existing Notes under specified circumstances. See
"Registration Rights."

Resale of the Registered Notes
We believe the Registered Notes that will be issued in the Exchange Offers may be resold by
most investors without compliance with the registration and prospectus delivery provisions of
the Securities Act, subject to certain conditions. Each broker-dealer that receives Registered
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Notes for its own account in exchange for Existing Notes, where such Existing Notes were
acquired by such broker-dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any resale of such
Registered Notes. You should read the discussions under "The Exchange Offers" and "Plan of
Distribution" for further information regarding the Exchange Offers and resale of the
Registered Notes.

Acceptance of Existing Notes for Exchange
Except in some circumstances, any and all Existing Notes that are validly tendered in the
and Delivery of Registered Notes
Exchange Offers prior to 5:00 p.m., New York City time, on the Expiration Date will be
accepted for exchange. The Registered Notes issued pursuant to the Exchange Offers will be
delivered promptly after such acceptance. See "The Exchange Offers-- Acceptance of Existing
Notes for Exchange and Delivery of Registered Notes."

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Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent (the
"Exchange Agent").

Certain United States Federal Income Tax
We believe that the exchange of the Existing Notes for the Registered Notes will not constitute
Considerations
a taxable exchange for United States federal income tax purposes. See "Material United States
Federal Income Tax Considerations."

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The Registered Notes

The following is a brief summary of the principal terms of the Registered Notes. The terms of each series of the Registered Notes are
identical in all material respects to those of the corresponding series of the Existing Notes except that the Registered Notes will be registered
under the Securities Act, the transfer restrictions, registration rights and related special interest provisions applicable to the Existing Notes will
not apply to the Registered Notes, and the Registered Notes will bear different CUSIP numbers from the Existing Notes of the corresponding series.
Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the
terms of the Registered Notes and the terms and provisions of the indenture that governs the Existing Notes and will govern the Registered Notes
(the "Indenture"), see "Description of the Registered Notes."

Issuer
Newmont Goldcorp Corporation, a corporation duly organized and existing under the laws of
the State of Delaware.

Subsidiary Guarantor
Newmont USA Limited, a corporation duly organized and existing under the laws of the State
of Delaware.

Securities Offered
Up to $472,434,000 aggregate principal amount of Registered 2021 Notes.

Up to $810,243,000 aggregate principal amount of Registered 2023 Notes.

Up to $443,639,000 aggregate principal amount of Registered 2044 Notes.

Maturity Dates
The Registered 2021 Notes will mature on June 9, 2021. The Registered 2023 Notes will
mature on March 15, 2023. The Registered 2044 Notes will mature on June 9, 2044.

Interest Rate
The Registered 2021 Notes will bear interest at 3.625% per year. The Registered 2023 Notes
will bear interest at 3.700% per year. The Registered 2044 Notes will bear interest at 5.450%
per year.

Interest Payment Dates
We will pay interest on the Registered 2021 Notes on June 9 and December 9 of each year,
commencing on December 9, 2019.

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We will pay interest on the Registered 2023 Notes on March 15 and September 15 of each year,
commencing on September 15, 2019.

We will pay interest on the Registered 2044 Notes on June 9 and December 9 of each year,
commencing on December 9, 2019.

The Registered Notes of each series will accrue interest from (and including) the most recent
date on which interest has been paid on the corresponding series of Existing Notes accepted in
the Exchange Offers; provided that interest will only accrue with respect to the aggregate
principal amount of Registered Notes a holder receives, which may be less than the principal
amount of Existing Notes tendered for exchange. Except as set forth above, no accrued but
unpaid interest will be paid with respect to Existing Notes tendered for exchange.

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Optional Redemption
We may redeem the Registered Notes, in whole or in part, at any time or from time to time at
the redemption prices set forth under "Description of the Registered Notes--Optional
Redemption."

Change of Control Repurchase Event
Upon the occurrence of a change of control repurchase event (as defined under "Description of
the Registered Notes--Change of Control Repurchase Event"), we are required to make an
offer to each holder of the Registered Notes to repurchase the Registered Notes at a price equal
to 101% of the aggregate principal amount of the Registered Notes repurchased plus accrued
and unpaid interest, if any, to the date of repurchase. See "Description of the Registered Notes
--Change of Control Repurchase Event."

Certain Covenants
Under the Indenture, we are subject to covenants limiting our ability to incur indebtedness
secured by mortgages on our and any of our restricted subsidiaries' principal properties or any
shares of stock or debt of our restricted subsidiaries held by us or any restricted subsidiary
without equally and ratably securing the Registered Notes. In addition, under the Indenture, our
ability to engage in sale and leaseback transactions on our principal properties and our ability
to merge, consolidate or transfer all or substantially all of our assets is also limited. See
"Description of the Registered Notes--Certain Covenants."

Neither we nor any of our subsidiaries are subject to any financial covenants under the
Indenture. In addition, neither we nor any of our subsidiaries are restricted under the Indentures
from incurring unsecured debt, paying dividends or issuing or repurchasing our securities.

These covenants are subject to a number of important exceptions and qualifications, which are
described under "Description of the Registered Notes--Certain Covenants."

Ranking
The Registered Notes will be our general senior unsecured obligations. The Registered Notes
will rank equally in right of payment with all of our other senior unsecured indebtedness, will
rank effectively junior to any of our secured indebtedness, to the extent of the value of the
assets securing such indebtedness, and will be structurally subordinated to all indebtedness and
other liabilities of our non-guarantor subsidiaries, including any indebtedness of Goldcorp.

As of December 31, 2018, on an as further adjusted basis to give effect to (i) the consummation
of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an
aggregate principal amount of approximately $1.7 billion:

·
we would have had total indebtedness (including the Existing Notes) of $6,541 million

as of December 31, 2018;

·
we would have had secured indebtedness of $497 million as of December 31, 2018;

and

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·
our non-guarantor subsidiaries would have had total liabilities (including trade

payables but excluding intercompany debt and reclamation and remediation liabilities)
of $5,788 million as of December 31, 2018, all of which would have been structurally
senior to the Registered Notes.

Subsidiary Guarantees
The Registered Notes will initially be guaranteed on a senior unsecured basis (the "Subsidiary
Guarantees") by the Subsidiary Guarantor.

The Subsidiary Guarantees will be general unsecured senior obligations of the Subsidiary
Guarantor. The Subsidiary Guarantees will rank senior in right of payment to all of the
indebtedness of the Subsidiary Guarantor that is expressly subordinated in right of payment to
the Subsidiary Guarantees, will rank equally in right of payment with all of the unsecured
indebtedness and liabilities of the Subsidiary Guarantor that are not so subordinated and will
rank effectively junior to any secured indebtedness of the Subsidiary Guarantor, to the extent of
the value of the assets securing such indebtedness. The Subsidiary Guarantees will be released
under certain circumstances, including if the Subsidiary Guarantor sells or otherwise disposes
of all or substantially all of its assets to a non-affiliate of Newmont or if the Subsidiary
Guarantor ceases to guarantee more than $75 million of other indebtedness of Newmont. See
"Description of the Registered Notes--Subsidiary Guarantees."

As of December 31, 2018, on an as further adjusted basis to give effect to (i) the consummation
of the Newmont Goldcorp transaction and (ii) the issuance of the Existing Notes in an
aggregate principal amount of approximately $1.7 billion, the Subsidiary Guarantor would have
guaranteed other indebtedness of Newmont that did not contain a similar fall-away provision of
$594 million as of December 31, 2018.

DTC Eligibility
The Registered Notes of each series will be represented by global certificates deposited with, or
on behalf of, DTC or its nominee. See "Description of the Registered Notes--Book-Entry;
Delivery and Form."

Same-Day Settlement
Beneficial interests in the Registered Notes will trade in DTC's same-day funds settlement
system until maturity. Therefore, secondary market trading activity in such beneficial interests
will be settled in immediately available funds. See "Description of the Registered Notes--
Same-Day Settlement in respect of the Notes Represented by Global Notes."

No Listing of the Registered Notes
We do not intend to apply to list the Registered Notes on any securities exchange or to have the
Registered Notes quoted on any automated quotation system.

Governing Law
The Registered Notes and the Indenture will be governed by, and construed in accordance with,
the laws of the State of New York.

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Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Risk Factors
See "Risk Factors" and other information in this prospectus for a discussion of factors that
should be carefully considered by holders of Existing Notes before tendering their Existing
Notes pursuant to the Exchange Offers and investing in the Registered Notes.

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RISK FACTORS

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