Newmont Announces Intention to Enter into Secondary Transaction Involving Fuerte Metals Corporation

Key Terms

early warning disclosure regulatory

An early warning disclosure is a public notice that a company or a large shareholder must file when a significant change — such as a large share purchase, sale, or other event that could affect control or value — occurs or is expected. It matters to investors because it flags potential shifts in ownership, takeover attempts, or dilution that can change a stock’s price, much like a neighborhood alert when one person starts buying many homes signaling a possible change in who runs the block.

secondary transaction financial

A secondary transaction is the sale of existing shares by current holders rather than the company issuing new stock. Think of it like a homeowner selling a used house instead of a builder constructing a new one: the supply on the market can increase and ownership can shift, but the company’s cash and outstanding share count usually aren’t changed. Investors watch these sales for clues about insider confidence, liquidity, and potential short-term pressure on the stock price.

early warning provisions regulatory

Early warning provisions are rules or contract clauses that require companies or major shareholders to quickly disclose specific events or threshold changes—such as a large shift in ownership, a breach of a financing promise, or other material risks—so the market and counterparties are alerted. They matter to investors because timely disclosure reduces surprise risk, giving people a chance to reassess holdings like a smoke detector that alerts you early so you can respond before a problem grows.

early warning report regulatory

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

take-over bid regulatory

A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.

insider reporting regulatory

Insider reporting is the public disclosure of stock trades and holdings by a company’s executives, directors or large shareholders, filed with market regulators so investors can see when people with inside knowledge buy or sell. It matters because these actions can signal confidence or concern about a company’s future—much like a shop owner restocking or clearing shelves, insiders’ moves give clues about how those closest to the business view its prospects.

national instrument 62-103 regulatory

National Instrument 62-103 is a Canadian securities rule that requires public disclosure when someone builds a large ownership stake or launches a takeover attempt for a company’s shares. Think of it as a neighborhood rule that forces anyone buying a big slice of a pie to put up a sign so neighbors know a change of ownership might be coming. For investors it matters because these filings signal potential shifts in control, can move the stock price, and trigger other regulatory steps that affect trading and governance.

tsxv financial

TSXV (TSX Venture Exchange) is a public stock exchange that lists smaller, early-stage companies, often in natural resources, technology, and other growth sectors. Think of it as a marketplace for startups where investors can find higher-risk, higher-upside opportunities; listing there signals lighter regulatory requirements and thinner trading volume than major exchanges, so price swings and the ability to buy or sell shares can be larger factors for investors to consider.

Early Warning Disclosure

DENVER--(BUSINESS WIRE)-- Newmont Corporation (NYSE: NEM, ASX: NEM, PNGX: NEM) (“Newmont” or the “Company”) announced today that it has entered into agreements to sell an aggregate of 6,773,641 common shares (“Common Shares”) in the capital of Fuerte Metals Corporation (“Fuerte”). Newmont holds its interests in Fuerte through its wholly owned subsidiary, Goldcorp Canada ULC (“Goldcorp Canada”).

Goldcorp Canada has agreed to sell the Common Shares to multiple arm’s length purchasers pursuant to applicable exemptions under Canadian securities laws (the “Secondary Transaction”) at a price of CAD$4.35 per Common Share for aggregate gross proceeds of approximately CAD$29.5 million. The Secondary Transaction is subject to customary closing conditions and is expected to be completed within one week.

Immediately prior to the completion of the Secondary Transaction, Newmont beneficially owns and exercises control or direction over 22,729,126 Common Shares and 10,842,989 Series 1 preferred shares of Fuerte, representing approximately 24% of the issued and outstanding capital of Fuerte. Upon completion of the Secondary Transaction, Newmont expects that its beneficial ownership of the issued and outstanding shares of Fuerte will decrease to approximately 19.5% as a result of the disposition of the Common Shares described above.

Newmont intends to retain its remaining interest in Fuerte at approximately the post-transaction ownership level. Newmont will continue to evaluate its investment in Fuerte from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings through market transactions, private agreements or otherwise, subject to applicable securities laws. While Newmont reserves the right to change its intentions at any time, it does not currently intend to further reduce its ownership interest in Fuerte below such level.

This press release is being issued pursuant to the early warning provisions of Canadian securities legislation. An early warning report will be filed by Newmont in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. To obtain a copy of the early warning report, please contact Neil Backhouse at +1 (303) 837-5002 or investor.relations@newmont.com.

Newmont’s address is 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237. Fuerte is listed on the TSXV and its head office is located at 3200 - 733 Seymour Street, Vancouver, BC V6B 0S6 Canada.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of applicable securities laws, which reflect Newmont’s current expectations regarding future events. Forward-looking statements are not historical facts and can often be identified by the use of words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate”, or similar expressions, or by discussions of strategy, plans, or intentions. These statements include, without limitation, statements regarding the completion of the Secondary Transaction, the number of Common Shares to be sold, the timing of any sale, the expected proceeds, and Newmont’s intentions with respect to its remaining ownership in Fuerte.

Forward-looking statements are based on certain assumptions and estimates, which are subject to risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in such statements. Such risks and uncertainties include, but are not limited to, market conditions, the ability to enter into share purchase agreements with purchasers on satisfactory terms, the ability to obtain necessary approvals or consents or fulfil the requisite conditions to closing, timing of the transfer agent’s processing of share transfers, and other factors described in Newmont’s filings with Canadian securities regulators.

There can be no assurance that any forward-looking statements will prove to be accurate. Actual results may differ materially from those anticipated in forward-looking statements. Readers should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this press release, and Newmont disclaims any obligation to update or revise such statements, except as required by applicable securities laws.

Neither the Toronto Stock Exchange (TSX) nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

About Newmont

Newmont is the world’s leading gold company and a producer of copper, zinc, lead, and silver. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, the Company has been publicly traded since 1925.

At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont’s sustainability strategy and initiatives, go to www.newmont.com.

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View source version on businesswire.com: https://www.businesswire.com/news/home/20251218321789/en/

For further information, please contact:



Investor Contact – Global

Neil Backhouse

investor.relations@newmont.com



Investor Contact – Asia Pacific

Natalie Worley

apac.investor.relations@newmont.com



Media Contact – Global

Shannon Brushe

globalcommunications@newmont.com

Source: Newmont