NCM 0.00% $23.35 newcrest mining limited

Ann: Revised non-binding indicative proposal from Newmont, page-3

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    Revised non-binding indicative proposal received from Newmont Revised conditional and non-binding proposal is at 0.400x exchange ratio and, in addition, permitsNewcrest to pay a franked special dividend of up to US$1.10 per share Represents an aggregate implied value of A$32.87 per share to Newcrest shareholders1 Newcrest has agreed to grant Newmont the opportunity to conduct confirmatory due diligence to putforward a binding proposalNewcrest Mining Limited (ASX, TSX, PNGX: NCM) advises that it has received a revised conditional and non-bindingproposal (Revised Proposal) from Newmont Corporation (Newmont) to acquire 100% of the issued shares in Newcrest,by way of a scheme of arrangement.Under the Revised Proposal, Newcrest shareholders would be entitled to receive 0.400 Newmont shares for eachNewcrest share held.In addition, the Revised Proposal permits Newcrest to pay a franked special dividend of up to US$1.10 per share2 onor around the implementation of the scheme of arrangement. In aggregate, the Revised Proposal represents an impliedvalue of A$32.87 per share to Newcrest shareholders1.Following Newcrest’s announcement of 16 February 2023, Newcrest and Newmont signed a non-disclosure andstandstill agreement. Newcrest subsequently provided Newmont with access to limited, non-public information on anon-exclusive basis to determine if Newmont could provide an improved proposal that appropriately reflected the valueof Newcrest.The implied consideration which would be received by Newcrest shareholders under the Revised Proposal fromNewmont, when aggregated with the franked special dividend, represents an increase of 16.0%3 to Newmont’s initialproposal (0.363x exchange ratio) and represents: an implied Newcrest share price of A$32.87 per share1; an implied equity value of A$29.4 billion and enterprise value of A$32.0 billion for Newcrest4; 31.1% ownership of the combined group by Newcrest shareholders on implementation; a 46.4% premium to Newcrest’s undisturbed closing price of A$22.45 per share on 3 February 20235; and a 41.2% premium to Newcrest’s undisturbed 30 day volume weighted average price (VWAP) of A$22.22 pershare on 3 February 20235,6.1
 
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