Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Newmont Mining Corporation

Commission File No.:  001-31240 

February 25, 2019

Dear Barrick/Newmont Shareholder

Today Barrick proposed a merger with Newmont which we believe will be overwhelmingly in the interest of both companies’ shareholders.

We believe the rationale is so compelling, and the benefits to both sets of shareholders so obvious, that it warrants the support of all investors.  Synergies between the two companies represent a net asset value of more than $7 billion.  More important, the merger will create a business with the world’s largest portfolio of Tier One gold assets, the highest level of free cash flow to drive future growth and support sustainable shareholder returns, run by a management team with an unparalleled record of delivering sustainable value.

If you need to know more about the proposed transaction, please refer to contact details below.  If you have any further questions, feel free to call me.

Yours sincerely

Mark Bristow

Barrick President and CEO

ENQUIRIES:

 

 

Website:  www.barrick.com

 

 

 

 

Barrick may file a registration statement on Form F-4 containing a prospectus of Barrick with the SEC in connection with the proposed transaction or a proxy statement (the “Barrick Proxy”) in connection with Newmont’s special meeting of stockholders.  Any definitive proxy statement or final prospectus will be sent to the stockholders of Newmont.  Investors and security holders are urged to read the Barrick Proxy, the prospectus and any other relevant document filed with the SEC if and when they become available, because they will contain important information about Barrick, Newmont and the proposed transaction.  The Barrick Proxy, the prospectus and other documents relating to the proposed transaction (if and when they become available) can be obtained free of charge from the SEC’s website at www.sec.gov.  These documents (if and when they become available) can also be obtained free of charge from Barrick by directing a request to: Barrick Investor Relations: +1 416 861-9911, toll free (North America) at 1-800-720-7415 and 161 Bay Street, Suite 3700, Toronto, Ontario M5J 2S1, Canada.

This communication is a not a solicitation of a proxy from any investor or securityholder.  However, Barrick and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Newmont stockholders in connection with Newmont’s special meeting of stockholders under the rules of the SEC.  Certain information about the directors and executive officers of Barrick may be found in its 2017 Annual Report on Form 40-F filed with the SEC on March 26, 2018.  Additional information regarding the interests of these participants will also be included in the proxy statement and the prospectus regarding the proposed transaction if and when they become available.  These documents can be obtained free of charge from the sources indicated above.  

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.