Glass Lewis Recommends that Goldcorp and Newmont Shareholders Vote In Favor of Proposed Plan of Arrangement

Press Release

Second Independent Proxy Advisory Firm to Recommend Newmont and Goldcorp Shareholders Vote “FOR” Newmont Goldcorp Combination

VANCOUVER, March 27, 2019  – Goldcorp Inc. (NYSE: GG, TSX: G) (“Goldcorp” or the “Company”) and Newmont Mining Corporation (NYSE: NEM) (“Newmont”) today announced that Glass, Lewis & Co. (“Glass Lewis”) has joined Institutional Shareholder Services Inc. (“ISS”) as the second independent proxy advisory firm to recommend that Newmont and Goldcorp shareholders vote “FOR” the companies’ respective resolutions relating to their proposed combination at their upcoming shareholder meetings. Goldcorp’s special shareholder meeting is scheduled for April 4, 2019 and Newmont’s special shareholder meeting is scheduled for April 11, 2019,

In its reports, Glass Lewis stated¹:

The rationale and potential benefits of the combination are fairly clear and compelling for shareholders of both companies.

The transaction would create a significantly larger and more diversified gold company with a robust portfolio of producing assets and substantial exploration and development opportunities.

The combined company would have stable, long-term production with a sustainable annual production target of 6 to 7 million ounces of gold, which is expected to generate strong cash flows to support an investment grade balance sheet, an industry-leading dividend and flexibility for future development opportunities.

The full US$365 million of estimated annual pre-tax synergies represents a net present value of US$4.4 billion and the transaction is expected to be 27% accretive to Newmont’s net asset value per share.

Overall, we see no reason to doubt the strategic rationale for the proposed transaction, which would create a leading gold company with greater asset diversification and opportunities to achieve meaningful synergies, in our view.

Newmont and Goldcorp expect the transaction to close in the second quarter of 2019, subject to approval by Newmont and Goldcorp shareholders and the satisfaction of customary closing conditions and regulatory approvals.
¹   Permission to use quotes was neither sought nor obtained.

Immediately upon the closing of this transaction, Newmont Goldcorp is expected to:

• Target 6-7 million ounces of steady-state gold production over a decades-long time horizon; ⁱ
• Begin delivering a combined $365 million in expected annual pre-tax synergies, supply chain efficiencies and Full Potential improvements representing the opportunity to create $4.4 billion in Net Present Value (pre-tax); ⁱⁱ
• Have the largest gold Reserves and Resources in the gold sector, including on a per share basis;
• Be located in favorable mining jurisdictions and prolific gold districts on four continents;
• Deliver the highest dividend among senior gold producers; ⁱⁱⁱ
• Offer financial flexibility and an investment-grade balance sheet to advance the most promising projects generating a targeted Internal Rate of Return (IRR) of at least 15 percent; ^iv
• Feature a deep bench of accomplished business leaders and high-performing technical teams and other talent with extensive mining industry experience; and
• Maintain industry leadership in environmental, social and governance performance.

In connection with the March 25, 2019 announcement – Goldcorp Announces Support of Newmont Special Dividend, a material change report was filed under Goldcorp’s SEDAR profile.

Full details of the transaction with Newmont and certain other matters are set out in the management information circular of Goldcorp dated March 4, 2019. A copy of the information circular can be found under Goldcorp’s profile on SEDAR at www.sedar.com.

About Goldcorp
Goldcorp is a senior gold producer focused on responsible mining practices with safe, low-cost production from a high-quality portfolio of mines.

For further information please contact:

INVESTOR CONTACT

Shawn Campbell
Director, Investor Relations
Telephone: (800) 567-6223
E-mail: info@goldcorp.com

MEDIA CONTACT

Christine Marks
Director, Corporate Communications
Telephone: (604) 696-3050
E-mail: media@goldcorp.com

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