NEM

Business Context and Reporting Period

Company: Newmont Mining Corporation (Newmont)
Filing Type: Form 8-K (Current Report)
Date of Report: February 8, 2011 (Event Date: February 3, 2011)
Context: Newmont entered into a Material Definitive Agreement to acquire Fronteer Gold Inc. (Fronteer) via a Plan of Arrangement. The transaction involves the creation of a new entity, Pilot Gold Inc. (Pilot), to hold specific exploration assets.

Key Financial Metrics and Transaction Terms

Consideration to Fronteer Shareholders:

• Cash: Cdn$14.00 per Fronteer common share.
• Stock: One common share of Pilot Gold Inc. for each Fronteer share owned.

Capital Structure Post-Transaction:

• Pilot shares will be consolidated on a one-for-four basis.
• Former Fronteer shareholders will hold an aggregate 80.1% interest in Pilot.
• Newmont will hold an indirect 19.9% interest in Pilot.

Termination Fee:

• Fronteer may be obligated to pay Newmont Cdn$85 million upon termination under certain circumstances.

Financial Performance: The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics for Newmont or Fronteer.

Material Changes and Transaction Conditions

Approval Requirements:

• Approval by at least 66 2/3% of votes cast at a special Fronteer shareholder meeting (expected April 2011).
• Approval by the Ontario Superior Court of Justice.
• Applicable regulatory approvals.

Termination Rights:

• Transaction must be consummated by June 30, 2011.
• Either party may terminate if the Arrangement is not consummated by the deadline, if an injunction prohibits it, or if shareholder approval is not obtained.
• Newmont may terminate if Fronteer's board changes its recommendation, if the shareholder meeting does not occur by May 6, 2011, or if a superior proposal is received.
• Fronteer may terminate for a superior proposal subject to Newmont's right to match.

Support: All directors, senior officers, and an outside shareholder of Fronteer have entered into support agreements to vote in favor of the transaction.

Guidance, Outlook, and Risks

Outlook: The transaction is expected to close following the April 2011 shareholder meeting and court approval, subject to the conditions listed above.
Risks and Contingencies:

• Failure to obtain required shareholder or regulatory approvals.
• Legal injunctions or court orders prohibiting the transaction.
• Material adverse effect on Fronteer.
• More than 10% of Fronteer shareholders exercising dissenters' rights.
• Receipt of a superior alternative proposal.

Management Commentary: The filing states that the description of the agreement is qualified by reference to the full text filed as Exhibit 2.1. Representations and warranties were made for contractual purposes and may differ from standards applicable to investors.

Key Facts for Investor Verification

• Verify the exact terms of the Arrangement Agreement filed as Exhibit 2.1.
• Monitor the date and outcome of the Fronteer shareholder special meeting expected in April 2011.
• Confirm the status of regulatory approvals and the Ontario Superior Court of Justice ruling.
• Assess the valuation of the Cdn$14.00 cash component and the Pilot Gold Inc. equity stake.
• Review the specific exploration assets being transferred to Pilot Gold Inc.