Newmont Mining Acquires Remaining Interest in Boddington Project and Completes Offerings

On June 25, 2009, Newmont Mining Corporation completed the acquisition from AngloGold Ashanti Australia Limited, a wholly owned subsidiary of AngloGold Ashanti Ltd., of its 33.33 per cent joint venture interest in the Boddington project in Western Australia that Newmont did not already own for approximately US$1.1 billion. As a result of the acquisition, Newmont owns 100 per cent of the Boddington project, which is the largest gold project in Australia. The total consideration for the 33.33 per cent interest consisted of US$750 million paid in cash at closing, US$240 million payable in cash and/or Newmont common stock (at Newmont's option) in December 2009, and a royalty (to a maximum aggregate amount of US$100 million) equal to 50 per cent of the average realized operating margin (if any) exceeding $600 per ounce, payable on one-third of gold sales from Boddington.

The acquisition was funded with a portion of the proceeds from the approximately US$1.7 billion concurrent offerings by Newmont of common stock and convertible senior notes due 2012, which were closed on February 3, 2009. Citigroup Global Markets Inc and J.P. Morgan Securities Inc. were the joint book-runners for the offerings, and BMO Capital Markets was the lead manager for the offerings.

Newmont was represented in-house by Blake Rhodes, Jeffrey Reeser, Kevin Rohnstock and Suzanne Thigpen and Rubini Ventouras, and by Goodmans LLP with a team that included Jonathan Lampe, Neill May and Jennifer Sernaker (corporate and securities) and Carrie Smit and Alan Bowman (tax); Holme Roberts & Owen LLP with a team that included James Cress, W. Dean Salter, Peter O. Hansen and William C. Holland; Wachtell, Lipton, Rosen & Katz with a team that included David A. Katz, Sarah A. Lewis, Eric M. Rosof, Caith Kushner, Allison M. White and Deborah Paul; and White & Case LLP with a team that included Laura Sizemore, Logan Hennessey, Henrikki Harsu and Elodie Gal.

Igor Bogdanich and Gerard Woods of Allens Arthur Robinson and George Karafotias, Richard Price and Robert Ferguson of Shearman & Sterling LLP acted as legal advisors to AngloGold Ashanti.

The underwriters for the offerings were represented by Sullivan & Cromwell LLP with a team that included Robert Downes, Jennifer Elworth, Nicholas Gaspard, Ronald Creamer, Jr., Saul Brander, Melinda Chow; Ayse Atakan, Robbins Kiessling and B.J. Rosen of Cravath, Swaine & Moore LLP; and Linda Simpson, Ray Ibrahim and Marcel Fausten of Davis Polk & Wardwell LLP.


David A. Katz Deborah L. Paul Alan Bowman Robert Wilson Downes Jonathan Lampe Richard J. B. Price W. Dean Salter Ray Ibrahim Carrie B.E. Smit Ronald E. Creamer, Jr. Jennifer Sernaker George Karafotias Neill I. May


Goodmans LLP Holme Roberts & Owen LLP Wachtell, Lipton, Rosen & Katz White & Case LLP Allens Arthur Robinson Shearman & Sterling LLP Sullivan & Cromwell LLP Cravath, Swaine & Moore LLP Davis Polk & Wardwell