UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2024
NEWMONT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31240 | 84-1611629 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6900 E Layton Ave Denver, Colorado | 80237 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (303) 863-7414
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, par value $1.60 per share | NEM | New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01. OTHER EVENTS
As previously disclosed, Newmont Corporation (“Newmont”) completed its business combination transaction with Newcrest Mining Limited, an Australian public company limited by shares (“Newcrest”), whereby Newmont, through its indirect wholly owned subsidiary, Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares, acquired all of the issued and fully paid ordinary shares of Newcrest (such acquisition, the “Transaction”).
This Current Report on Form 8-K is being made to provide certain unaudited pro forma condensed combined financial information of Newmont giving effect to the Transaction and related notes for the year ended December 31, 2023 required pursuant to Article 11 of Regulation S-X filed herewith as Exhibit 99.1 and incorporated herein by reference.
The pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent the actual financial position or results of operations that Newmont and Newcrest would have achieved had the companies been combined as of the date or during the periods presented in the pro forma financial information and is not intended to project the future financial position or results of operations that the combined company may achieve following implementation of the Transaction.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of Newmont reflecting the Transaction and related notes for the year ended December 31, 2023 are incorporated herein by reference as Exhibit 99.1.
(d) Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
Exhibit Number | Description | |
| 99.1 | Unaudited pro forma condensed combined financial information of Newmont giving effect to the Transaction for the year ended December 31, 2023 and the notes related thereto. | |
| | | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWMONT CORPORATION | ||
| Date: July 26, 2024 | By: | /s/ LOGAN HENNESSEY |
| Logan Hennessey | ||
| Vice President, Deputy General Counsel and Corporate Secretary | ||