Newmont Corporation: 10-K Risk Factor Changes

2025 vs 2024  ·  SEC EDGAR  ·  2026-05-10
Other years: 2026 vs 2025
⚠ AI-Generated

The summary below was generated by an AI language model and may contain errors or omissions. All other content on this page is deterministically extracted from the original SEC EDGAR filing.

Newmont's 2025 risk disclosures reflect a post-acquisition transition, with removal of five Newcrest-integration risks replaced by four new risks focused on asset divestitures, export controls, and foreign listing compliance. The company substantially modified ten risks, including heightened emphasis on Indigenous rights challenges in Canada and low-carbon economy transition requirements. These changes indicate Newmont has completed integration of the Newcrest acquisition and shifted focus to operational streamlining and regulatory compliance in evolving geopolitical and environmental contexts.

✓ Deterministic extraction — no AI-generated data

Classification is based on semantic text similarity scoring and may include approximations. “No match” means no high-confidence textual match was found — not necessarily that a section was removed.

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New Risks
5
Removed
10
Modified
41
Unchanged
🟢 New in Current Filing

Our business is subject to U.S. export control laws, economic sanctions, and other international trade compliance regulations with extraterritorial reach. A breach or violation of these laws could lead to substantial sanctions, civil and criminal prosecution, fines, penalties, litigation, loss of licenses or permits, and other collateral consequences, including reputational harm.

Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our…

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Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our program includes preventive and detective controls, employee training, and a robust third-party screening and ongoing monitoring program. Despite these efforts, our internal controls, policies, and procedures may not detect or prevent all violations of trade compliance laws, and we could be held accountable for misconduct, errors, or failures by employees, affiliates, agents, or third-party partners. Additionally, in the context of our recent acquisition of Newcrest in November 2023, prior compliance mechanisms and monitoring efforts by Newcrest may not have adequately prevented or detected all violations of applicable trade compliance laws. We 45 45 45 Table of Contents Table of Contents conduct investigations and evaluations in response to credible allegations of noncompliance, and may take remedial actions, including, where applicable, voluntary disclosures to authorities. Violations or allegations of trade compliance breaches could result in significant investigation costs, sanctions, litigation, loss of licenses, and reputational damage, which may materially impact our financial condition, operations, and the market value of our common shares.

🟢 New in Current Filing

Compliance with exchange listing rules as a foreign exempt listing may differ from investor expectations.

Newmont is subject to the listing standards of the NYSE, as its primary stock exchange. In addition, it is subject to additional requirements and standards of its secondary listings on the ASX, TSX and PNGX. For example, as part of Newmont’s acquisition of Newcrest, Newmont was…

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Newmont is subject to the listing standards of the NYSE, as its primary stock exchange. In addition, it is subject to additional requirements and standards of its secondary listings on the ASX, TSX and PNGX. For example, as part of Newmont’s acquisition of Newcrest, Newmont was admitted to the Official List of ASX Limited as a foreign exempt listing. As a foreign exempt listing, Newmont is exempt from complying with substantially all of the ASX Listing Rules on the basis that Newmont must comply with the rules of its home exchange, the NYSE. ASX Listing Rules with regard to Foreign Exempt Listings which apply to Newmont include: (i) providing the ASX with copies of its public filings; (ii) continuing to comply with the NYSE Listing Rules; (iii) registering as a foreign company carrying on business in Australia under the Corporations Act; and (iv) complying with certain ASX Listing Rules concerning procedural and administrative matters, including lodging announcements, trading halt, suspension and removal. While a benefit of holding CDIs for Australian investors is that it enables trading of Newmont stock on the ASX (via a Newmont CDI), individual investors need to weigh this convenience with the risks inherent in trading CDIs on the ASX rather than the underlying stock on the NYSE, including the potential for delays in disclosure being released to the ASX and fluctuations in price due to trading in underlying Newmont common stock on the NYSE that occurs outside of the ASX trading hours (and which may be influenced by disclosures made outside of ASX trading hours). There may also be a commercial or other disadvantage to investors from the differing disclosure regimes and expectations, as between a stock with a primary listing on the ASX compared to a CDI that is underpinned by a stock with a primary listing on the NYSE. Accordingly, investors in Australia, Canada and PNG should be aware that under applicable listing rules, Newmont’s disclosure obligations as a foreign exempt listing will differ from those of companies with a primary or non-exempt listing on ASX, TSX or PNGX, including without limitation, in connection with certain filing and distribution requirements, financial presentation requirements, and reserve and resource declaration requirements. 47 47 47 Table of Contents Table of Contents

🟢 New in Current Filing

Assets held for sale may not ultimately be divested and we may not receive any or all deferred consideration.

Expectations regarding the planned divestment of assets held for sale are subject to risks and uncertainties. Based on a comprehensive review of the Company’s portfolio of assets, the Company announced a portfolio optimization program to divest six non-core assets and a…

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Expectations regarding the planned divestment of assets held for sale are subject to risks and uncertainties. Based on a comprehensive review of the Company’s portfolio of assets, the Company announced a portfolio optimization program to divest six non-core assets and a development project in February 2024. While the Company concluded that these non-core assets and the development project met the accounting requirements to be presented as assets held for sale, there is a possibility that these assets may not be sold for more than one year from the date management committed to sell them, or that they may not be sold at all, due to events or circumstances beyond the Company's control. No assurances can be provided with respect to the satisfaction of closing conditions, including but not limited to entering into transition service agreements, the timing of closing of the transactions or receipt of contingent consideration in the future. While the Telfer/Havieron sale has closed, the terms of the agreement included deferred contingent cash consideration of up to $100. No assurance can be provided with respect to our receipt of such deferred consideration which may be payable to Newmont in cash through a gold price linked payment structure with a 50% price upside participation by Newmont in respect of gold produced from Havieron for five calendar years following the declaration of commercial production, subject to a hurdle gold price of $1,850/oz. The closing of the Akyem sale transaction remains pending as of the date of this report and is subject to the satisfaction of certain customary conditions precedent, including but not limited to, the purchaser obtaining certain filings, approvals, or registrations. Similarly, receipt of $900 in cash consideration for the Akyem sale transaction is subject to closing of the transaction, and an additional $100 in cash consideration may be paid after the earliest to occur of the ratification of the currently renewed Akyem East and West mining leases by the Parliament of Ghana, or the five-year anniversary of the closing date. Additionally, the Akyem sale includes an indemnification in which the Company will indemnify the buyer for losses up to $200 resulting from (i) non-ratification of the Akyem East and West mining leases by the Parliament of Ghana, for a five-year claim period; or (ii) government actions stopping operations within eight months of the transaction close. The purchase price payable at the closing is subject to adjustments for closing cash, working capital, inventory, finished goods inventory, and other customary purchase price adjustment items. The closing of the Musselwhite sale remains subject to no material adverse changes and completion of the pre-closing reorganization and key regulatory approvals, including the Canadian Competition Act. Similarly, receipt of $810 in cash consideration for the Musselwhite sale transaction is subject to closing of the transaction, and an additional $40 in cash consideration may be paid in two installments of $20 at the one- and two-year anniversary of the closing date, subject to certain hurdle gold price of $2,900/oz and $3,000/oz, respectively. The purchase price payable at the closing is subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. The closing of the Éléonore sale remains subject to no material adverse change and no transaction-related litigation, the completion of the pre-closing reorganization, and regulatory approvals, including the Canadian Competition Act. Similarly, receipt of $795 in cash consideration for the Éléonore sale transaction is subject to closing of the transaction subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. The closing of the CC&V sale remains subject to no material adverse change and no transaction-related litigation, the completion of the pre-closing reorganization, and regulatory approvals, including the Hart-Scott-Rodino Act review in the United States. Similarly, receipt of $100 in cash consideration for the CC&V sale transaction is subject to closing of the transaction, and an additional $175 in cash consideration may be paid in two equal installments upon certain regulatory approvals and finalization of remediation plans. Additionally, the CC&V sale includes an indemnification in which the Company will indemnify the buyer for 90% of closure costs over $500 with an opportunity to eliminate via a one-time payment. The purchase price payable at the closing is subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. No assurances can be provided with respect to the timing of closing for these pending sales, receipt of contingent consideration payments in the future, or adjustments due to indemnification requirements or liabilities.

🟢 New in Current Filing

The Company’s asset divestitures place demands on the Company’s management and resources, the sale of divested assets may not occur as planned or at all, and the Company may not realize the anticipated benefits of such divestitures.

The divestiture process involves numerous risks, including significant costs and expenses such as transaction-related fees and potential tax liabilities. If we are unable to complete divestitures on favorable terms, or at all, our business, financial condition, and results of…

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The divestiture process involves numerous risks, including significant costs and expenses such as transaction-related fees and potential tax liabilities. If we are unable to complete divestitures on favorable terms, or at all, our business, financial condition, and results of operations could be materially and adversely affected. The anticipated benefits of these divestitures, such as cost savings, and productivity improvements, depend on the efficient and effective transition of operations from Newmont to the asset purchasers. In addition, certain closing conditions rely on performance by the purchaser or third parties including government agencies. No assurances can be provided that the necessary government approvals will be obtained on acceptable terms, or at all, or that the other closing conditions will be satisfied in a timely manner or at all. Divestitures require the transition of systems and personnel, which may involve anticipated and unanticipated liabilities, costs, and the loss of key employees. Additionally, the transition process could disrupt existing relationships with suppliers, employees, customers, and other stakeholders. Demands will be placed on our managerial, operational, and financial personnel and systems to close these transactions, transition the assets, and provide transition services which may potentially extend for up to a year post closing. In the period between signing and closing, we are required to maintain an as-is state until transition. The resources required by the Company to effect and support the transition depend on the requirements of the purchaser. For example, we may be required to enter into transitional support agreements with the purchasers of these assets, which may require that we provide services and support in areas such as IT, procurement, human resources and finance. The transition process will likely involve, amongst other items, 48 48 48 Table of Contents Table of Contents transitioning contracts, licenses, software, and other physical assets, and assisting the purchasers in setting up system to be in a position to run the assets. There can be no assurance that our systems, procedures, and controls will be adequate to support the transitional services and associated complexities. Challenges or delays in the successful transition of services could have an adverse effect on our operating results and financial condition. Certain closing conditions may require that the Company be liable for limited specific performance post-closing of the divested business or otherwise be exposed to greater-than-anticipated liabilities, including liabilities if a purchaser fails to honor its commitments. These factors may impact the value attributable to or derived from the divested business.

🔴 No Match in Current Filing

New South Wales Parliamentary Inquiry

This section from the 2024 filing does not have a high-confidence textual match in the 2025 filing. It may have been removed, merged, or substantially reworded.

In July 2023, a New South Wales Parliamentary Inquiry (Legislative Council’s Portfolio Committee No. 2 – Health) (the “Parliamentary Inquiry”) was initiated into current and potential community impacts of gold, silver, lead and zinc mining on human health, land, air and water…

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In July 2023, a New South Wales Parliamentary Inquiry (Legislative Council’s Portfolio Committee No. 2 – Health) (the “Parliamentary Inquiry”) was initiated into current and potential community impacts of gold, silver, lead and zinc mining on human health, land, air and water quality in New South Wales. The inquiry process included written submissions, public hearings and witness testimony. The committee released its report including non-binding recommendations to the New South Wales Government on December 15, 2023. The government is required to respond to the report within three months. Newmont acknowledges and understands that some local residents living close to Cadia have concerns about dust emissions from Cadia’s tailings storage facilities and ventilation rises. Prior to our acquisition of Newcrest, Newcrest provided a submission to the committee and hosted a number of committee members on a tour of Cadia. Newcrest’s Interim CEO and Cadia’s General Manager also appeared before the committee as witnesses. The Parliamentary Inquiry and the community concerns could give rise to reputational harm, operational disruptions, increased regulatory scrutiny of mining activities and delays to project development.

🔴 No Match in Current Filing

Risks Related to the Combined Company Following the Newcrest Transaction

This section from the 2024 filing does not have a high-confidence textual match in the 2025 filing. It may have been removed, merged, or substantially reworded.

As disclosed in this Form 10-K, on November 6, 2023, Newmont closed its acquisition of Newcrest following receipt of all regulatory approvals and approval by Newmont’s and Newcrest’s shareholders of the resolutions at the shareholder meetings on October 11 and October 13, 2023,…

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As disclosed in this Form 10-K, on November 6, 2023, Newmont closed its acquisition of Newcrest following receipt of all regulatory approvals and approval by Newmont’s and Newcrest’s shareholders of the resolutions at the shareholder meetings on October 11 and October 13, 2023, respectively. The Newcrest transaction could subject us to significant risks, including those described below.

🔴 No Match in Current Filing

Significant demands will be placed on the combined company as a result of the combination.

This section from the 2024 filing does not have a high-confidence textual match in the 2025 filing. It may have been removed, merged, or substantially reworded.

As a result of the Newcrest transaction, significant demands will be placed on the managerial, operational and financial personnel and systems of Newmont. There can be no assurance that the systems, procedures and controls of Newmont will be adequate to support the expansion of…

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As a result of the Newcrest transaction, significant demands will be placed on the managerial, operational and financial personnel and systems of Newmont. There can be no assurance that the systems, procedures and controls of Newmont will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the combination. The future operating results of Newmont will be affected by the ability of our officers and key employees to manage changing business conditions, to integrate Newmont and Newcrest, to implement a new business strategy and to improve our operational and financial controls and reporting systems.

🔴 No Match in Current Filing

We may not realize the anticipated benefits of the Newcrest transaction and the integration of Newcrest and Newmont may not occur as planned.

This section from the 2024 filing does not have a high-confidence textual match in the 2025 filing. It may have been removed, merged, or substantially reworded.

The Newcrest transaction was pursued with the expectation that its implementation will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for Newmont. These anticipated benefits will depend in part on whether Newcrest’s and Newmont’s…

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The Newcrest transaction was pursued with the expectation that its implementation will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for Newmont. These anticipated benefits will depend in part on whether Newcrest’s and Newmont’s operations can be integrated in an efficient and effective manner. The on-going integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees. The performance of operations could be adversely affected if, among other things, Newmont is not able to achieve the anticipated savings and synergies expected to be realized in entering the Newcrest transaction, or retain key employees to assist in the integration and operation of Newcrest and Newmont. The integration of Newmont and Newcrest may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of Newmont. Although Newmont and its advisors have conducted due diligence on the operations of Newcrest, there can be no guarantee that Newmont is aware of any and all liabilities of Newcrest. For example, the compliance mechanisms and monitoring programs adopted and implemented by Newcrest prior to the Newcrest transaction may not adequately prevent or detect possible violations of environmental, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other applicable laws and failure by Newcrest to comply with any of the foregoing legislation prior to the Newcrest transaction could result in severe criminal or civil sanctions and may subject Newmont to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of Newmont. As a result of these factors, it is possible that certain benefits expected from the Newcrest transaction may not be realized.

🔴 No Match in Current Filing

Newcrest’s public filings were subject to Australian disclosure standards, which differ from SEC disclosure requirements.

This section from the 2024 filing does not have a high-confidence textual match in the 2025 filing. It may have been removed, merged, or substantially reworded.

Prior to the Newcrest transaction, Newcrest’s Ore Reserve and Mineral Resource estimates (the “Newcrest Historical Estimates”) have been prepared by Newcrest in accordance with the applicable reporting requirements of, and are based on confidence categories defined in, the…

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Prior to the Newcrest transaction, Newcrest’s Ore Reserve and Mineral Resource estimates (the “Newcrest Historical Estimates”) have been prepared by Newcrest in accordance with the applicable reporting requirements of, and are based on confidence categories defined in, the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, December 2012 (the “JORC Code”), and the reporting requirements of the ASX Listing Rules Chapter 5, July 2022 (together, “the Australian Standards”), each of which differs from the requirements of Subpart 1300 of Regulation S-K adopted by the SEC (the “S-K 1300 Standard”). The S-K 1300 Standard and the Australian Standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported but embody different approaches and definitions. For example, the terms “Ore Reserve,” “Proved Ore Reserve,” “Probable Ore Reserve,” “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource,” and “Inferred Mineral Resource” are Australian mining terms as defined in the JORC Code, and their definitions differ from the definitions of the terms “mineral reserve,” “proven mineral reserve,” “probable mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” under the S-K 1300 Standard. “Inferred mineral resources” have a great 46 46 46 Table of Contents Table of Contents amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Under the S-K 1300 Standard, a pre-feasibility study, as defined under the S-K 1300 Standard, is typically required to report mineral reserves supported by a discounted cash flow analysis. The requirements for the declaration of mineral reserves under the S-K 1300 Standard are generally stricter than what is acceptable under JORC and have required the reclassification of previously declared mineral reserves to mineral resources, and there have also been adjustments to the amounts of previously declared mineral reserves and resources pending further study work. In addition to such adjustments, the JORC Code allows Measured and Indicated Mineral Resources to be reported inclusive of Mineral Resources modified to produce its Ore Reserves whereas the S-K 1300 Standard requires mineral resources to be reported exclusive of mineral reserves. Future adjustments may occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors.

🟡 Modified

Our operations and projects in Canada are subject to legal and regulatory risks and other uncertainties in connection with claims and challenges by Indigenous groups.

high match confidence

Sentence-level differences:

  • Added sentence: "For example, a Statement of Claim filed in November 2024 asserts that resumption of open pit mining at the Pamour mine in Timmins, Ontario, Canada would be without proper consultation or consideration of the cumulative impacts of Taykwa Tagamou Nation's traditional territory and Aboriginal rights, and as such, the associated environmental permits previously issued by the Ontario government with respect to Pamour ought to be revoked (see Note 25 - Commitments and contingencies of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this claim)."
  • Reworded sentence: "Additionally, the government of British Columbia has committed to reform the Mineral Tenure Act, which governs the acquisition and holding of mineral tenures in British Columbia, in consultation with First Nations and First Nation organizations."

Current (2025):

First Nations have made claims in respect of Indigenous rights and title to substantial portions of land and water across Canada, which could impact our exploration projects, and operations at Red Chris, Porcupine, Musselwhite, Éléonore and Brucejack. Some of these claims are…

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First Nations have made claims in respect of Indigenous rights and title to substantial portions of land and water across Canada, which could impact our exploration projects, and operations at Red Chris, Porcupine, Musselwhite, Éléonore and Brucejack. Some of these claims are made outside of treaty and other processes. The effect of such claims on any particular area of land will not be determinable until the exact nature of historical use, occupancy and rights to such property have been clarified, whether by a decision of the Canadian courts or definition in a treaty or otherwise. First Nations throughout Canada are seeking settlements with respect to these claims, including compensation from governments, and are seeking rights to regulate activities by companies within their traditional territories. The effect of these claims cannot be estimated at this time. The federal and provincial governments in Canada have been seeking to negotiate settlements with respective groups in order to resolve many of these claims, and the government routinely delegates procedural aspects of its duty to consult the First Nations to project proponents, particularly with respect to the permitting process. For example, a Statement of Claim filed in November 2024 asserts that resumption of open pit mining at the Pamour mine in Timmins, Ontario, Canada would be without proper consultation or consideration of the cumulative impacts of Taykwa Tagamou Nation's traditional territory and Aboriginal rights, and as such, the associated environmental permits previously issued by the Ontario government with respect to Pamour ought to be revoked (see Note 25 - Commitments and contingencies of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this claim). We hold a 70% interest in the Red Chris operation, which comprises an open pit mine that produces gold, copper and silver concentrate, located in British Columbia, Canada. Our Brucejack operation, which comprises an underground mine that produces gold/silver doré and flotation concentrate and hosts the Valley of the Kings high-grade gold deposit, is also located in British Columbia, Canada. In British Columbia, as well as in Canada more generally, the nature and extent of Indigenous rights and title remains the subject of active debate, claims and litigation issues surrounding Indigenous title and rights remain ongoing. In addition, the government of British Columbia has adopted the UNDRIP and committed to implement UNDRIP in British Columbia, with federal government following suit in 2021 where UNDRIP became federal law in 2021. The provincial and federal legislations commits to systematically review the province’s laws for alignment with UNDRIP principles, while also encouraging new agreements with Indigenous groups that are intended to address outstanding governance questions around the nature of Indigenous rights and title interests in Canada and in British Columbia. In November 2023 a consent-based decision making agreement under section 7 of the UNDRIP was entered into between the government of British Columbia and the Tahltan Central Government (“TCG”) of the Tahltan Nation outlining the process for consent-based decision making for the review of substantial changes to the environmental assessment certificate for the Red Chris mine. The processes outlined in this agreement will apply to changes to the Red Chris environmental assessment certificate relating to the proposed development and operation of the Red Chris block cave mine. Failure or delays in implementing the agreement or to obtain prior informed consent of the TCG may impact the proposed development of the Red Chris block cave mine. Additionally, the government of British Columbia has committed to reform the Mineral Tenure Act, which governs the acquisition and holding of mineral tenures in British Columbia, in consultation with First Nations and First Nation organizations. This follows challenges by several First Nations in British Columbia against the “free entry” mineral staking regime in the province and a September 2023 Supreme Court of British Columbia decision that held that the province of British Columbia has a duty to consult Indigenous groups when registering mineral claims under the Mineral Tenure Act within their traditional territories. As this reform work remains on-going, the impacts of these developments on the acquisition and renewal of mineral tenures in British Columbia are not yet known.

View prior text (2024)

First Nations have made claims in respect of Indigenous rights and title to substantial portions of land and water across Canada, which could impact our exploration projects, and operations at Red Chris, Porcupine, Musselwhite, Éléonore and Brucejack. Some of these claims are made outside of treaty and other processes. The effect of such claims on any particular area of land will not be determinable until the exact nature of historical use, occupancy and rights to such property have been clarified, whether by a decision of the Canadian courts or definition in a treaty or otherwise. First Nations throughout Canada are seeking settlements with respect to these claims, including compensation from governments, and are seeking rights to regulate activities by companies within their traditional territories. The effect of these claims cannot be estimated at this time. The federal and provincial governments in Canada have been seeking to negotiate settlements with respective groups in order to resolve many of these claims, and the government routinely delegates procedural aspects of its duty to consult the First Nations to project proponents, particularly with respect to the permitting process. We hold a 70% interest in the Red Chris operation, which comprises an open pit mine that produces gold, copper and silver concentrate, located in British Columbia, Canada. Our Brucejack operation, which comprises an underground mine that produces gold/silver doré and flotation concentrate and hosts the Valley of the Kings high-grade gold deposit, is also located in British Columbia, Canada. In British Columbia, as well as in Canada more generally, the nature and extent of Indigenous rights and title remains the subject of active debate, claims and litigation issues surrounding Indigenous title and rights remain ongoing. In addition, the government of British Columbia has adopted the UNDRIP and committed to implement UNDRIP in British Columbia, with federal government following suit in 2021 where UNDRIP became federal law in 2021. The provincial and federal legislations commits to systematically review the province’s laws for alignment with UNDRIP principles, while also encouraging new agreements with Indigenous groups that are intended to address outstanding governance questions around the nature of Indigenous rights and title interests in Canada and in British Columbia. In November 2023 a consent-based decision making agreement under section 7 of the UNDRIP was entered into between the government of British Columbia and the Tahltan Central Government (“TCG”) of the Tahltan Nation outlining the process for consent-based decision making for the review of substantial changes to the environmental assessment certificate for the Red Chris mine. The processes outlined in this agreement will apply to changes to the Red Chris environmental assessment certificate relating to the proposed development and operation of the Red Chris block cave mine. Failure or delays in implementing the agreement or to obtain prior informed consent of the TCG may impact the proposed development of the Red Chris block cave mine. Additionally, several First Nations in British Columbia have recently launched challenges against the constitutionality of the “free entry” mineral staking regime in the province and the government of British Columbia pledged to reform the Mineral Tenure Act, which governs the acquisition and holding of mineral tenures in British Columbia, in consultation with First Nations and First Nation organizations. In September 2023, the Supreme Court of British Columbia held that the province of British Columbia has a duty to consult Indigenous groups when registering mineral claims under the Mineral Tenure Act within their traditional territories. The court suspended the implementation of its declaration for 18 months to facilitate the establishment of a mineral claims regime that allows for consultation with Indigenous groups or for the government to amend the Mineral Tenure Act, if necessary. The impacts of these developments on the acquisition and renewal of mineral tenures in British Columbia are not yet known. 41 41 41 Table of Contents Table of Contents

🟡 Modified

Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.

high match confidence

Sentence-level differences:

  • Reworded sentence: "At the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change (“UNFCC”) held in Paris in 2015, the Paris Agreement was adopted which was intended to govern emission reductions beyond 2020, and subsequent UN Climate Change Conferences reaffirmed the commitments of the Paris Agreement, although in January 2025 President Trump signed an executive order to withdraw the U.S."
  • Reworded sentence: "In 2020, Newmont also announced plans to invest in climate change initiatives in support of this goal, and additional material investments and capital expenditures will be required in order to meet our climate targets in the future."
  • Reworded sentence: "As another example, the carbon tax in Canada of C$80/tonne of CO2 set to increase to C$170 by 2030, is impacting operating costs at our Canadian operations."
  • Reworded sentence: "Our investments in these technologies may also expose us to legal, operational and reputational and other risks."
  • Reworded sentence: "31 31 31 Table of Contents Table of Contents Our ability to meet our climate strategy commitments and goals is subject to numerous risks and uncertainties and relies on, among other things, our ability to invest in emissions reduction projects, our ability to implement operational changes and the availability of technology to achieve such commitments and goals."

Current (2025):

Climate change and the transition to a low-carbon economy is expected to impact Newmont in a number of ways. Producing gold is an energy-intensive business, currently resulting in a significant carbon footprint. Transitioning to a low-carbon economy will require significant…

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Climate change and the transition to a low-carbon economy is expected to impact Newmont in a number of ways. Producing gold is an energy-intensive business, currently resulting in a significant carbon footprint. Transitioning to a low-carbon economy will require significant investment and may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may pose varying levels of financial and reputational risk to the business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels. At the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change (“UNFCC”) held in Paris in 2015, the Paris Agreement was adopted which was intended to govern emission reductions beyond 2020, and subsequent UN Climate Change Conferences reaffirmed the commitments of the Paris Agreement, although in January 2025 President Trump signed an executive order to withdraw the U.S. from the Paris Agreement. Newmont supports the UNFCC goal of limiting global warming to “well below 2oC” compared to pre-industrial levels and plans to transition its operations to meet this goal by 2030, with an aspiration of carbon neutrality by 2050. In 2020, Newmont also announced plans to invest in climate change initiatives in support of this goal, and additional material investments and capital expenditures will be required in order to meet our climate targets in the future. Inconsistent implementation or significant delay in the implementation of country-level policy is likely to increase the risk for future regulatory impacts and rapid shifts to low-carbon technologies, including renewable energy use. In addition, the UN Climate Change Conference of the Parties 2024 (COP29) reported several challenges in the transition to renewable energy, including that many countries are not transitioning as quickly as needed, which could jeopardize their ability to meet climate targets. This may cause competition for renewable resources, which may lead to increased costs and reliability issues for Newmont. Policy and regulatory risk related to actual and proposed changes in climate- and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations, venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Regulatory uncertainty may cause us to incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations. For example, operational and capital expenses are expected to increase in order to meet renewable portfolio standard requirements from current costs over the next 10 years in Australia, Canada, Mexico and the U.S. Carbon taxes, fuel switching and the transition to cleaner purchased power and/or on-site renewable energy generation will require significant upfront capital expenditures and may also increase operating costs. As another example, the carbon tax in Canada of C$80/tonne of CO2 set to increase to C$170 by 2030, is impacting operating costs at our Canadian operations. We expect the potential for similar tax increases in other jurisdictions. Additionally, we do not maintain insurance policies against such climate-related risks or taxes. The development and deployment of technological improvements or innovations will be required to support the transition to a low-carbon economy, which could result in write-offs and early retirement of existing assets, increased costs to adopt and deploy new practices and processing including planning and design for mines, development of alternative power sources, site level efficiencies and other capital investments. Our investments in these technologies may also expose us to legal, operational and reputational and other risks. The pace of development of such technologies may be inadequate, such technologies may be insufficient, and we may not be able to deploy such technologies at a commercial scale. We will also consider the limited use of carbon neutralization or offsets in the future for hard to abate emissions to assist in meeting our 2050 carbon neutral goal, and there may be an insufficient supply of offsets to achieve our goals. There will be varied and complex market impacts due to climate change and the transition to a low-carbon economy. There will be shifts in supply and demand for certain commodities, products and services in connection with evolving consumer and investor sentiments. Market perceptions of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy remains uncertain. Potential financial impacts may include reduced investment in gold due to shifts in investor sentiment, increased production costs due to changing input prices, re-pricing of land valuation and assets, increased global competition for key materials needed for new technologies (lithium, copper, rare earth minerals used in solar technology, etc.), potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector. Should the mining and metals sector not respond quickly enough to meeting globally accepted science-based reductions required to mitigate the long-term impacts of climate change, industry members may be subject to an increased risk of future climate litigation. In the U.S. and Canada, lawsuits have been filed against oil and gas companies to assign liability for climate-related impacts. Over time, litigation may also apply to other resource intensive sectors that fail to set and/or meet long-term reduction targets. While the Company is not currently subject to any lawsuits related to climate, no assurances can be provided that similar suits will not be brought in the future. 31 31 31 Table of Contents Table of Contents Our ability to meet our climate strategy commitments and goals is subject to numerous risks and uncertainties and relies on, among other things, our ability to invest in emissions reduction projects, our ability to implement operational changes and the availability of technology to achieve such commitments and goals. In addition, our ability to achieve our Scope 3 emissions targets is subject to the actions of entities not within our control. There is also a risk that some or all of the expected benefits of achieving such commitments and goals may fail to materialize within our anticipated time frames or at all. Investors and other stakeholders may not agree with our climate strategy commitments and goals, and we also face pressure from some in the investment community and certain public interest groups to limit the focus on ESG in our decision-making, arguing that ESG considerations do not relate to financial outcomes. A failure to meet our climate strategy commitments and goals and/or societal or investor expectations could result in damage to our reputation, decreased investor confidence and challenges in maintaining positive community relations, which can pose additional obstacles to our ability to conduct our operations and develop our projects, which may result in a material adverse impact on our business, financial position, results of operations, and growth prospects. Further, the Company’s financing strategy is tied to its ESG commitments. The interest rate of Newmont’s $1 billion aggregate principal amount of 2.600% Sustainability-Linked Senior Notes due 2032 is linked to Newmont’s performance against key ESG commitments regarding 2030 emissions reduction targets and the representation of women in senior leadership roles target. As such, a failure to meet our climate and sustainability targets can result in further expense and impact our financial condition and ability to raise capital in the future. Our targets are uniquely tailored to our business, operations and capabilities, which do not easily lend to benchmarking against similar sustainability performance targets, and the related performance, of other companies. In addition, our climate-related targets are aspirational and subject to change, and reflect assumptions that are necessarily uncertain and may not be realized. We continue to review and revise our approach, and our targets may be further adjusted to align with future updates to our approach. The acquisition of Newcrest Mining Limited on November 7, 2023, required that we recalculate the target baseline years and trailing years GHG emissions data pursuant to our publicly disclosed greenhouse gas emissions calculation methodology framework. Additional rebaselining in connection with our pending and future assets sales is also expected. We are continuing to review our targets and roadmap which may result in additional adjustments in the future. Additionally, the methodologies that we use to calculate our Scope 1, Scope 2 and Scope 3 GHG emissions may change over time based upon changing industry standards, which may impact, positively or negatively, our ability to satisfy our targets, which could in turn adversely affect our reputation. Any major acquisition, merger, consolidation or divestiture or any series of related acquisitions, mergers, consolidations or divestitures, by or involving us, may impact our ability to achieve our targets and commitments. There is currently no generally accepted global definition (legal, regulatory or otherwise) of, nor market consensus as to what criteria qualify as, “green,” “social,” “sustainable” or “sustainability-linked” (and, in addition, the requirements of any such label may evolve from time to time), and therefore no assurance is or can be given that Newmont will meet any or all investor expectations.

View prior text (2024)

Climate change and the transition to a low-carbon economy is expected to impact Newmont in a number of ways. Producing gold is an energy-intensive business, currently resulting in a significant carbon footprint. Transitioning to a low-carbon economy will require significant investment and may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may pose varying levels of financial and reputational risk to the business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels. At the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change (“UNFCC”) held in Paris in 2015, the Paris Agreement was adopted which was intended to govern emission reductions beyond 2020. Newmont supports the UNFCC goal of limiting global warming to “well below 2oC” compared to pre-industrial levels and plans to transition its operations to meet this goal by 2030, with an aspiration of carbon neutrality by 2050. In 2020, Newmont also announced plans to significantly invest in climate change initiatives in support of this goal, and additional material investments and capital expenditures will be required in order to meet our climate targets in the future. Inconsistent implementation or significant delay in the implementation of country-level policy related to the Paris Agreement and enhanced framework objectives announced at the most recent annual UN Climate Change Conference of the Parties (COP28) in December 2023 are likely to increase the risk for future regulatory impacts and rapid shifts to low-carbon technologies, including renewable energy use. Policy and regulatory risk related to actual and proposed changes in climate- and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations, venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with 30 30 30 Table of Contents Table of Contents such regulations. Regulatory uncertainty may incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations. For example, operational and capital expenses are expected to increase in order to meet renewable portfolio standard requirements from current costs over the next 10 years in Australia, Canada, Mexico and the U.S. Carbon taxes, fuel switching and the transition to cleaner purchased power and/or on-site renewable energy generation will require significant upfront capital expenditures and may also increase operating costs. As another example, the carbon tax in Canada of C$65/tonne of CO2 set to increase to C$170 by 2030, impacting operating costs at our Canadian operations. We expect the potential for similar tax increases in other jurisdictions. Additionally, we do not maintain insurance policies against such climate-related risks or taxes. The development and deployment of technological improvements or innovations will be required to support the transition to a low-carbon economy, which could result in write-offs and early retirement of existing assets, increased costs to adopt and deploy new practices and processing including planning and design for mines, development of alternative power sources, site level efficiencies and other capital investments. We will also consider the limited use of carbon neutralization or offsets for hard to abate emissions to assist in meeting our 2050 carbon neutral goal. There will be varied and complex market impacts due to climate change and the transition to a low-carbon economy. There will be shifts in supply and demand for certain commodities, products and services in connection with evolving consumer and investor sentiments. Market perceptions of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy remains uncertain. Potential financial impacts may include reduced investment in gold due to shifts in investor sentiment, increased production costs due to changing input prices, re-pricing of land valuation and assets, increased global competition for key materials needed for new technologies (lithium, copper, rare earth minerals used in solar technology, etc.), potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector. Should the mining and metals sector not respond quickly enough to meeting globally accepted science-based reductions required to mitigate the long-term impacts of climate change, industry members may be subject to an increased risk of future climate litigation. In the U.S. and Canada, lawsuits have been filed against oil and gas companies to assign liability for climate-related impacts. Over time, litigation may also apply to other resource intensive sectors that fail to set and/or meet long-term reduction targets. While the Company is not currently subject to any lawsuits related to climate, no assurances can be provided that similar suits will not be brought in the future. A failure to meet our climate strategy commitments and goals and/or societal or investor expectations could also result in damage to our reputation, decreased investor confidence and challenges in maintaining positive community relations, which can pose additional obstacles to our ability to conduct our operations and develop our projects, which may result in a material adverse impact on our business, financial position, results of operations, and growth prospects. Further, the Company’s financing strategy is tied to its ESG commitments. The interest rate of Newmont’s $1 billion aggregate principal amount of 2.600% Sustainability-Linked Senior Notes due 2032 is linked to Newmont’s performance against key ESG commitments regarding 2030 emissions reduction targets and the representation of women in senior leadership roles target. The interest rate margin of Newmont’s $3.0 billion sustainability-linked revolving credit facility is also subject to adjustment based on the Company’s ESG scores. As such, a failure to meet our climate and sustainability targets can result in further expense and impact our liquidity and financial condition. Our targets are uniquely tailored to our business, operations and capabilities, which do not easily lend to benchmarking against similar sustainability performance targets, and the related performance, of other companies. We are currently reviewing our targets and baselines, which may result in amendments in the future. Additionally, the methodologies that we use to calculate our Scope 1, Scope 2 and Scope 3 GHG emissions may change over time based upon changing industry standards, which may impact, positively or negatively, our ability to satisfy our targets, which could in turn adversely affect our reputation. Any major acquisition, merger, consolidation or divestiture or any series of related acquisitions, mergers, consolidations or divestitures, by or involving us, may impact our ability to achieve our targets and commitments. There is currently no generally accepted global definition (legal, regulatory or otherwise) of, nor market consensus as to what criteria qualify as, “green,” “social,” “sustainable” or “sustainability-linked” (and, in addition, the requirements of any such label may evolve from time to time), and therefore no assurance is or can be given that Newmont will meet any or all investor expectations.

🟡 Modified

Environmental Sampling in the Cadia Area

high match confidence

Sentence-level differences:

  • Reworded sentence: "The NSW EPA also undertook water testing in the local area and the majority of results from the kitchen tap samples show metal concentrations below the Australian Drinking Water Guidelines values."
  • Reworded sentence: "A particulate characterization study, which was undertaken by the Australian government’s Australian Nuclear Science Technology Organisation (the “ANSTO”) and commissioned by Cadia Holdings in collaboration with the local community, assessed the PM2.5 dust contribution from Cadia to the regional air shed over a two-year period and concluded that Cadia contributed only a small percentage of soil particulate matter."
  • Added sentence: "In 2024, some local residents reported perfluoroalkyl and polyfluoroalkyl Substances (“PFAS”) and other contaminants were allegedly being detected in the river catchment surrounding Cadia."
  • Added sentence: "The NSW EPA conducted sampling and the results show PFAS, particularly perfluorooctane sulfonate (“PFOS”) and perfluorooctanoic acid (“PFOA”), at several sites in the river catchment upstream and downstream from Cadia."
  • Added sentence: "The EPA will continue its sampling program in 2025."

Current (2025):

In early 2023, residents living near Cadia raised concerns about potential impacts to drinking water supplies by various contaminants, including metals such as lead, nickel and copper, which they allege are related to emissions from the vent rises at Cadia, as well as periodic…

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In early 2023, residents living near Cadia raised concerns about potential impacts to drinking water supplies by various contaminants, including metals such as lead, nickel and copper, which they allege are related to emissions from the vent rises at Cadia, as well as periodic dust emission events at NTSF and STSF. In response to community concerns, the New South Wales Ministry of Health tested the quality of residents’ kitchen tap water and reported that it was safe to drink. The NSW EPA also undertook water testing in the local area and the majority of results from the kitchen tap samples show metal concentrations below the Australian Drinking Water Guidelines values. The majority of the instances of non-compliance from both Cadia Holdings’ and the NSW EPA’s sampling programs showed that such instances of non-compliance were influenced by building and plumbing materials. A particulate characterization study, which was undertaken by the Australian government’s Australian Nuclear Science Technology Organisation (the “ANSTO”) and commissioned by Cadia Holdings in collaboration with the local community, assessed the PM2.5 dust contribution from Cadia to the regional air shed over a two-year period and concluded that Cadia contributed only a small percentage of soil particulate matter. In fact, soil was determined to be the least significant source of air pollution over the two-year period, contributing less than 10% to the total PM2.5 mass. The ANSTO study also determined that metals of concern recently identified by the community, such as lead, nickel, selenium and chromium, occurred at very low levels in the PM2.5 fraction and did not exceed any national standard. The report is part of a comprehensive suite of independent air and water quality investigations, including with respect to sampling of drinking water sources, air quality monitoring, dispersion modelling and lead fingerprinting, that have been or are being conducted to determine the source of metals within the local airshed and to assess any health risks to the local community, if any, from air emissions from the Cadia mine site. In 2024, some local residents reported perfluoroalkyl and polyfluoroalkyl Substances (“PFAS”) and other contaminants were allegedly being detected in the river catchment surrounding Cadia. The NSW EPA conducted sampling and the results show PFAS, particularly perfluorooctane sulfonate (“PFOS”) and perfluorooctanoic acid (“PFOA”), at several sites in the river catchment upstream and downstream from Cadia. The EPA will continue its sampling program in 2025. In light of these developments at Cadia, there is a heightened level of community concern relating to the perceived impact of mining activities on the health of the community, and the condition of residential properties, located in proximity to Cadia. These 30 30 30 Table of Contents Table of Contents developments, including community complaints associated with our activities at Cadia could give rise to reputational harm, operational disruptions, increased regulatory scrutiny of mining activities or delays to project development.

View prior text (2024)

In early 2023, residents living near Cadia raised concerns about potential impacts to drinking water supplies by various contaminants, including metals such as lead, nickel and copper, which they allege are related to emissions from the vent rises at Cadia, as well as periodic dust emission events at NTSF and STSF. In response to community concerns, the New South Wales Ministry of Health tested the quality of residents’ kitchen tap water and reported that it was safe to drink. The NSW EPA is also undertaking water testing in the local area and to date, the majority of results from the kitchen tap samples show metal concentrations below the Australian Drinking Water Guidelines values. The majority of the instances of non-compliance from both Cadia Holdings’ and the NSW EPA’s sampling programs showed that such instances of non-compliance were influenced by building and plumbing materials. A particulate characterization study, which was undertaken by the Australian government’s Australian Nuclear Science Technology Organisation (the “ANSTO”) and commissioned by Cadia Holdings in collaboration with the local community, assessed the PM2.5 dust contribution from Cadia to the regional air shed over a 12-month period and concluded that Cadia contributed only a small percentage of soil particulate matter. In fact, soil was determined to be the least significant source of air pollution over the 12-month period, contributing less than 10% to the total PM2.5 mass. The ANSTO study also determined that metals of concern recently identified by the community, such as lead, nickel, selenium and chromium, occurred at very low levels in the PM2.5 fraction and did not exceed any national standard. The report is part of a comprehensive suite of independent air and water quality investigations, including with respect to sampling of drinking water sources, air quality monitoring, dispersion modelling and lead fingerprinting, that have been or are being conducted to determine the source of metals within the local airshed and to assess any health risks to the local community, if any, from air emissions from the Cadia mine site. In light of these developments at Cadia, there is a heightened level of community concern relating to the perceived impact of mining activities on the health of the community, and the condition of residential properties, located in proximity to Cadia. These developments, including community complaints associated with our activities at Cadia could give rise to reputational harm, operational disruptions, increased regulatory scrutiny of mining activities or delays to project development.

🟡 Modified

A substantial or extended decline in gold, copper, silver, lead or zinc prices would have a material adverse effect on us.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Average gold prices for 2024 were $2,386 per ounce (2023: $1,941; 2022: $1,800), average copper prices for 2024 were $4.15 per pound (2023: $3.85; 2022: $3.99), average silver prices for 2024 were $28.27 per ounce (2023: $23.35; 2022: $21.73), average lead prices for 2024 were $0.94 per pound (2023: $0.97; 2022: $0.98), and average zinc prices for 2024 were $1.26 per pound (2023: $1.20; 2022: $1.58)."

Current (2025):

Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central…

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Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central banks; •Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals; •The relative strength of the U.S. dollar; •The monetary policies employed by the world’s major Central Banks; •The fiscal policies employed by the world’s major industrialized economies; •Expectations of the future rate of inflation; •Interest rates; •Recession or reduced economic activity in the United States, Australia, China, India and other industrialized or developing countries; •Decreased industrial, jewelry, base metal or investment demand; •Increased import and export taxes; •Increased supply from production, disinvestment and scrap; •Forward sales by producers in hedging or similar transactions; •Availability of cheaper substitute materials; and •Changing investor or consumer sentiment, including in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternatives and other factors. Average gold prices for 2024 were $2,386 per ounce (2023: $1,941; 2022: $1,800), average copper prices for 2024 were $4.15 per pound (2023: $3.85; 2022: $3.99), average silver prices for 2024 were $28.27 per ounce (2023: $23.35; 2022: $21.73), average lead prices for 2024 were $0.94 per pound (2023: $0.97; 2022: $0.98), and average zinc prices for 2024 were $1.26 per pound (2023: $1.20; 2022: $1.58). Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. We have recorded impairments in the current year and may experience additional impairments in future years as a result of lower gold, copper, silver, lead or zinc prices. In addition, sustained lower gold, silver, copper, zinc or lead prices can: •Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that become uneconomic at sustained lower metal prices; •Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record write downs related to the carrying value of its stockpiles and ore on leach pads; •Halt or delay the development of new projects; 16 16 16 Table of Contents Table of Contents •Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and •Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

View prior text (2024)

Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central banks; •Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals; •The relative strength of the U.S. dollar; •The monetary policies employed by the world’s major Central Banks; •The fiscal policies employed by the world’s major industrialized economies; •Expectations of the future rate of inflation; •Interest rates; •Recession or reduced economic activity in the United States, Australia, China, India and other industrialized or developing countries; •Decreased industrial, jewelry, base metal or investment demand; •Increased import and export taxes; •Increased supply from production, disinvestment and scrap; •Forward sales by producers in hedging or similar transactions; •Availability of cheaper substitute materials; and •Changing investor or consumer sentiment, including in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternatives and other factors. Average gold prices for 2023 were $1,941 per ounce (2022: $1,800; 2021: $1,799), average copper prices for 2023 were $3.85 per pound (2022: $3.99; 2021: $4.23), average silver prices for 2023 were $23.35 per ounce (2022: $21.73; 2021: $25.12), average lead prices for 2023 were $0.97 per pound (2022: $0.98; 2021: $1.00), and average zinc prices for 2023 were $1.20 per pound (2022: $1.58; 2021: $1.36). Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. We have recorded impairments in the current year and may experience additional impairments in future years as a result of lower gold, copper, silver, lead or zinc prices. In addition, sustained lower gold, silver, copper, zinc or lead prices can: •Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that become uneconomic at sustained lower metal prices; •Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record write downs related to the carrying value of its stockpiles and ore on leach pads; •Halt or delay the development of new projects; 16 16 16 Table of Contents Table of Contents •Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and •Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

🟡 Modified

Our operations at Ahafo and Akyem in Ghana are subject to political, economic and other risks.

high match confidence

Sentence-level differences:

  • Reworded sentence: "The Akyem mining leases, which were due to expire in January 2025, were renewed in September 2024 and are currently pending ratification in Parliament."
  • Reworded sentence: "While the second half of 2023 experienced an improvement in the macroeconomic situation with inflation reducing to 23.2% in December 2023 and 23.8% in December 2024, the Ghanaian cedi being relatively stable, with support from the International Monetary Fund and World Bank in early 2024, significant economic risks remain."

Current (2025):

Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana’s Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana. The financial and tax stability periods…

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Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana’s Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana. The financial and tax stability periods established by such agreements expire as early as 2025 for Ahafo and 2027 for Akyem. The tenure of the Revised Investments Agreement is linked to the mining leases. The Akyem mining leases, which were due to expire in January 2025, were renewed in September 2024 and are currently pending ratification in Parliament. The Republic of Ghana has experienced worsening socioeconomic conditions in recent years. The Ghanaian cedi has experienced significant depreciation with inflation accelerating to 54.1% at the end of 2022. Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt. Efforts in early 2023 to put in place a domestic debt exchange program have faced setbacks from pension funds and by individual bond holders leading to amended terms. Continued economic recession and/or unfavorable macroeconomic indicators have also resulted in pressures from the Government of Ghana to obtain more revenue and benefits from mining companies on the back of anti-mining sentiment and perceived inequities that the industry is not contributing its fair share. To address budgetary deficits, the Government of Ghana initiated measures to generate additional revenue from the mining industry and other sectors of the economy as it attempted to increase revenue collection through various tax audits and investigations, proposed new fees, increased revenue and tax initiatives and other vehicles, such as the Growth and Sustainability Levy, and in 2024, Emissions Levy and VAT on electricity. While the second half of 2023 experienced an improvement in the macroeconomic situation with inflation reducing to 23.2% in December 2023 and 23.8% in December 2024, the Ghanaian cedi being relatively stable, with support from the International Monetary Fund and World Bank in early 2024, significant economic risks remain. A new government was inaugurated on January 7, 2025 after a relatively peaceful election. Other risks include impacts to supply chain, restrictions and local procurement requirements under local content regulations. On the January 8, 2025 in the Daily Graphic newspaper, the Minerals Commission published the 6th edition of the Local Procurement List which includes a prohibition on mining by mining lease holders and requiring surface mining operations to be outsourced to companies with 100% Ghanaian stockholders and directors and underground operations to be outsourced to companies with 50% Ghanaian stockholders and directors. The Ghana Chamber of Mines, of which Newmont is a member, is reviewing the list and is to engage the government on this prohibition on owner mining. Additionally, there is a risk of increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. The government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which the Company has tenure rights, but no active operations, impacting the Company’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact our operations in Ghana.

View prior text (2024)

Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana’s Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana. The financial and tax stability periods established by such agreements expire as early as 2025 for Ahafo and 2027 for Akyem. The tenure of the Revised Investments Agreement is linked to the mining leases. The Akyem mining leases are due to expire in January 2025 and a renewal application has been submitted to the Minerals Commission. The Republic of Ghana has experienced worsening socioeconomic conditions in recent years. The Ghanaian cedi has experienced significant depreciation with inflation accelerating to 54.1% at the end of 2022. Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt. Efforts in early 2023 to put in place a domestic debt exchange program have faced setbacks from pension funds and by individual bond holders leading to amended terms. Continued economic recession and/or unfavorable macroeconomic indicators have also resulted in pressures from the Government of Ghana to obtain more revenue and benefits from mining companies on the back of anti-mining sentiment and perceived inequities that the industry is not contributing its fair share. To address budgetary deficits, the Government of Ghana initiated measures to generate additional revenue from the mining industry and other sectors of the economy as it attempted to increase revenue collection through various tax audits and investigations, proposed new fees, increased revenue and tax initiatives and other vehicles, such as the Growth and Sustainability Levy, and in 2024, Emissions Levy and VAT on electricity. While the second half of 2023 experienced an improvement in the macroeconomic situation with inflation reducing to 23.2% in December 2023, the Ghanaian cedi being relatively stable, with support from the International Monetary Fund and World Bank in early 2024, significant economic risks remain. Other risks include impacts to supply chain, restrictions and local procurement requirements under local content regulations, increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. Additionally, the government may grant artisanal mining rights or 39 39 39 Table of Contents Table of Contents alternative mining rights, such as sand and gravel, in locations in which the Company has land rights, but no active operations, impacting the Company’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact our operations in Ghana.

🟡 Modified

We may be unable to obtain or retain necessary permits and land or mining tenure, which could adversely affect our operations and projects.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the 26 26 26 Table of Contents Table of Contents development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition."
  • Reworded sentence: "Many of our mining and processing operations, including tailings storage, project expansions, and exploration and development activities require mineral, mining and/or surface land tenure properties that are leased, granted to, or otherwise acquired by the Company for specified periods of time."
  • Reworded sentence: "Following advancement of the life of mine tailings study to explore options for continued tailings deposition, the Company decided to expand the existing F1/F3 Residue Disposal Area ("RDA") from an ultimate capacity of 600Mt to 750Mt to provide storage capacity to 2029, subject to permitting and other approvals."
  • Reworded sentence: "No assurances can be provided that such renewals and additional lease scope for further tailings capacity will be secured at similar cost, commercially reasonable terms, or at all."
  • Reworded sentence: "Similarly, the current capacity of the TSFs at Cadia should support operations through to the current permitted time period by exhausting capacity within the current Pit TSF ("PTSF") and by constructing a raise to the South Tailings Storage Facility ("STSF"), as has been permitted."

Current (2025):

Our mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While we strive…

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Our mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While we strive to obtain and comply with all permits required of us, there can be no assurance that we will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. New or amended permits may also be required to continue existing activities, as new laws come into effect or regulators change their application of laws. Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the 26 26 26 Table of Contents Table of Contents development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition. Our ability to obtain the required permits and approvals to explore for, develop and operate mines and to successfully operate near communities in the jurisdictions in which we operate depends in part on our ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to operate near certain communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, health and safety of communities in which we operate. Key permits and approvals may be revoked or suspended or may be adjusted in a manner that adversely affects our operations, including our ability to explore or develop properties, commence production or continue operations. Permit review and approval could be delayed, adversely impacting project implementation due to delays in review and development of permits from limited resources at the regulatory agencies. Many of our mining and processing operations, including tailings storage, project expansions, and exploration and development activities require mineral, mining and/or surface land tenure properties that are leased, granted to, or otherwise acquired by the Company for specified periods of time. Securing, maintaining, extending, and renewing the Company’s rights, titles, or interests ("Legal Title") in and to these land tenures can be costly, subject to political, regulatory, and social risks, and no assurance can be provided that all required leases or other types of land tenure will be granted, maintained, extended, or renewed. For example, additional tailings capacity is needed to support future growth and sustainability of Boddington operations beyond 2025. Boddington’s existing tailings facility is expected to reach the permitted capacity in 2026. Following advancement of the life of mine tailings study to explore options for continued tailings deposition, the Company decided to expand the existing F1/F3 Residue Disposal Area ("RDA") from an ultimate capacity of 600Mt to 750Mt to provide storage capacity to 2029, subject to permitting and other approvals. Beyond 2029 an additional tailings facility would need to be built, termed RDA2, and this facility is also subject to permitting and other approvals, including additional environmental permits. Further, the Boddington operation is primarily located on mining leases with renewal dates commencing in 2028. The lease renewal, as well as additional leases required in connection with tailings expansion, require cooperation and agreements with third parties. No assurances can be provided that such renewals and additional lease scope for further tailings capacity will be secured at similar cost, commercially reasonable terms, or at all. A failure to secure agreement on commercially reasonable terms could result in increased costs, requirements to move infrastructures, modification to future plans, including cessation of mining. Similarly, the current capacity of the TSFs at Cadia should support operations through to the current permitted time period by exhausting capacity within the current Pit TSF ("PTSF") and by constructing a raise to the South Tailings Storage Facility ("STSF"), as has been permitted. Studies evaluating potential options to increase tailings storage capacity are underway, including additional placement of tailings on the North Tailings Storage Facility ("NTSF") and a proposal to construct an extension to the current STSF ("STSFX") to provide capacity to approximately 2050. Cadia is currently approved to continue operations until 2031 and is seeking approval from the NSW Government to extend our mining operations beyond 2031. This is known as the Cadia Continued Operations Project (“CCOP”), of which the construction of an extension to the STSFX is a project feature. No assurances can be provided that approvals will be secured. Failure to obtain required land tenure can have serious consequences, including loss of Legal Title in and to mineral and/or surface properties that are owned or controlled by the Company, cessation of operations, project delays or cancellations, increased costs, and potential litigation or regulatory action. Any of these outcomes could materially and adversely affect our business, reputation, operational performance, and financial condition. See risk factors under the headings “Our Company and the mining industry are facing continued geotechnical, geothermal and hydrogeological challenges, which could adversely impact our production and profitability,” and “Title to some of our properties may be insufficient, defective, or challenged”.

View prior text (2024)

Our mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While we strive to obtain and comply with all permits required of us, there can be no assurance that we will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. New or amended permits may also be required to continue existing activities, as new laws come into effect or regulators change their application of laws. Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition. Our ability to obtain the required permits and approvals to explore for, develop and operate mines and to successfully operate near communities in the jurisdictions in which we operate depends in part on our ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to operate near certain communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, health and safety of communities in which we operate. Key permits and approvals may be revoked or suspended or may be adjusted in a manner that adversely affects our operations, including our ability to explore or develop properties, commence production or continue operations. Permit review and approval could be delayed, adversely impacting project implementation due to delays in review and development of permits from limited resources at the regulatory agencies. Certain of our mining and processing operations, including tailings storage, and project expansion and development activities require mineral and/or surface properties that are leased or otherwise granted to the Company for a specific period of time. Obtaining and/or maintaining, extending, and renewing the Company’s rights, titles, or interests ("Legal Title") in and to these properties can be costly, subject to political and social risks, and no assurance can be provided that all necessary leases or other types of land tenure will be granted, maintained, extended, or renewed. For example, additional tailings capacity is needed to support future growth and sustainability of Boddington operations beyond 2025. Boddington’s existing tailings facility is expected to reach the permitted capacity in 2026. Following advancement of the life of mine tailings study to explore options for continued tailings deposition, the Company decided to expand the existing F1/F3 Residue Disposal Area ("RDA") from an ultimate capacity of 600Mt to 750Mt to provide storage capacity to 2029, subject to permitting and other approvals, and approved commencement of studies for a new nearby tailings facility, termed RDA2. The cost and viability of other options remains uncertain at this time. The Company continues to work through incorporating the requirements of the GISTM. Further, the Boddington operation is primarily located on mining leases with renewal dates commencing in 2028. The lease renewal, as well as additional leases required in connection with tailings expansion, require cooperation and agreements with third parties. No assurances can be provided that such renewals and additional lease scope for 26 26 26 Table of Contents Table of Contents further tailings capacity will be secured at similar cost, commercially reasonable terms, or at all. A failure to secure agreement on commercially reasonable terms could result in increased costs, requirements to move infrastructures, modification to future plans, including cessation of mining. Similarly, the current capacity of the TSFs at Cadia should support operations through to late 2029 by exhausting capacity within the current Pit TSF ("PTSF") and by constructing a raise to the South Tailings Storage Facility ("STSF"), as has been permitted. Studies evaluating potential options to increase tailings storage capacity are underway, including the proposal to construct an extension to the current STSF "STSFX") to provide capacity to approximately 2050. Failure to obtain necessary leases and other types of land tenure can have serious consequences, including loss of Legal Title in and to mineral and/or surface properties that are owned or controlled by the Company, cessation of operations and processing or the development of a project and/or increased costs, litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition. See also the risk factors under the headings “Our Company and the mining industry are facing continued geotechnical, geothermal and hydrogeological challenges, which could adversely impact our production and profitability,” and “Title to some of our properties may be insufficient, defective, or challenged”.

🟡 Modified

Holders of our common stock, CDIs and PDIs may not receive dividends.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Holders of our common stock (including those who hold Newmont CDIs and Newmont PDIs) are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments."
  • Reworded sentence: "Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets."
  • Added sentence: "A reduction or suspension in our dividend payments could have a negative effect on the price of our common stock."

Current (2025):

Holders of our common stock (including those who hold Newmont CDIs and Newmont PDIs) are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware…

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Holders of our common stock (including those who hold Newmont CDIs and Newmont PDIs) are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Our ability to pay dividends will be determined based on Newmont’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, gold and commodity prices and other factors deemed relevant by our Board of Directors. Although we have historically declared cash dividends on our common stock, we are not required to declare cash dividends on our common stock (and, by extension, Newmont CDIs and PDIs). An annualized dividend payout level has not been declared by the Board of Directors, and the declaration and payment of future dividends, including future quarterly dividends, remains at the discretion of the Board of Directors. Our dividend framework is non-binding, and our Board of Directors may modify the dividend framework or reduce, defer or eliminate our common stock dividend in the future. A reduction or suspension in our dividend payments could have a negative effect on the price of our common stock.

View prior text (2024)

Holders of our common stock are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we 45 45 45 Table of Contents Table of Contents cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Our ability to pay dividends will be subject to our future earnings, capital requirements, financial condition, compliance with covenants and financial ratios related to existing or future indebtedness and other factors deemed relevant by our Board of Directors. Although we have historically declared cash dividends on our common stock, we are not required to declare cash dividends on our common stock. An annualized dividend payout level has not been declared by the Board of Directors, and the declaration and payment of future dividends, including future quarterly dividends, remains at the discretion of the Board of Directors. Our dividend framework is non-binding, and our Board of Directors may modify the dividend framework or reduce, defer or eliminate our common stock dividend in the future.

🟡 Modified

Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina and labor unrest.

high match confidence

Sentence-level differences:

  • Added sentence: "With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024."
  • Added sentence: "Although inflation was drastically reduced, it still is at a high level and will remain as a challenge for 2025."
  • Reworded sentence: "Argentina’s central bank instituted a number of foreign currency controls in an effort to stabilize the local currency."
  • Reworded sentence: "Disruptions may arise again in the future with the unions at the Cerro Negro mine that could adversely affect access to, and operations at, the Cerro Negro Mine."

Current (2025):

With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024. Although inflation was drastically reduced, it still is at a high level and will remain as a challenge for 2025. There continue to be risks…

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With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024. Although inflation was drastically reduced, it still is at a high level and will remain as a challenge for 2025. There continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at the provincial level in Santa Cruz where our Cerro Negro mine is located. Argentina’s central bank instituted a number of foreign currency controls in an effort to stabilize the local currency. Although some flexibility has been introduced, major restrictions and controls remain in place. For information on Argentina’s foreign currency controls and their effect on our operations, see the section titled “Foreign Currency Exchange Rates” in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation. In recent years, we experienced work stoppages by miners represented by unions at the Cerro Negro Mine. Disruptions may arise again in the future with the unions at the Cerro Negro mine that could adversely affect access to, and operations at, the Cerro Negro Mine. For more information see the risk factor under the heading “Our business depends on good relations with our employees.” 40 40 40 Table of Contents Table of Contents

View prior text (2024)

There continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at the provincial level in Santa Cruz where our Cerro Negro mine is located. In 2023, a new National President and a new Governor of Santa Cruz province were elected. The recent elections have resulted in further uncertainty, significant political change to the country and related protests. The new administration is assessing, and in some cases have already enacted, changes to address the economic challenges in Argentina. Inflation remains a challenge in Argentina. Argentina’s central bank instituted a number of foreign currency controls in an effort to stabilize the local currency, and is also possible to announce further measures in early 2024. For information on Argentina’s foreign currency controls and their effect on our operations, see the section titled “Foreign Currency Exchange Rates” in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation. In recent years, we experienced work stoppages by miners represented by unions at the Cerro Negro Mine. Disruptions may arise again in the future with the unions at the Cerro Negro mine or with the local communities and unions that could adversely affect access to, and operations at, the Cerro Negro Mine. For more information see the risk factor under the heading “Our business depends on good relations with our employees.”

🟡 Modified

The price of our common stock may be volatile, which may make it difficult for you to sell the common stock at the price you paid or at prices you find attractive.

medium match confidence

Sentence-level differences:

  • Reworded sentence: "As a publicly traded company with securities listed on the New York Stock Exchange ("NYSE"), the Toronto Stock Exchange ("TSX"), the Australian Securities Exchange ("ASX"), and the Papua New Guinea Stock Exchange ("PNGX") the market price and volume of our common stock may be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding the performance of our operations, business prospects or liquidity."
  • Added sentence: "In addition, securities class action litigation is often brought against companies after periods of volatility in the market price of their securities, such as the securities class action filed in January 2025 asserting that statements we made in conjunction with our financial outlook from February 2024 to October 2024 were false or misleading, or failed to include material information (see Note 25 - Commitments and Contingencies of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this class action law suit)."
  • Added sentence: "We may in the future be the target of similar litigation which could result in substantial costs and divert management’s attention and resources."
  • Added sentence: "Newmont CHESS depositary interest ("CDIs") are quoted and trade on the ASX in Australian dollars, whereas Newmont common stock is quoted and trade on NYSE in US dollars."
  • Added sentence: "While Newmont CDI holders cannot directly trade the underlying Newmont 46 46 46 Table of Contents Table of Contents stock on the NYSE, they are entitled to transmute their Newmont CDIs into common stock."

Current (2025):

As a publicly traded company with securities listed on the New York Stock Exchange ("NYSE"), the Toronto Stock Exchange ("TSX"), the Australian Securities Exchange ("ASX"), and the Papua New Guinea Stock Exchange ("PNGX") the market price and volume of our common stock may be…

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As a publicly traded company with securities listed on the New York Stock Exchange ("NYSE"), the Toronto Stock Exchange ("TSX"), the Australian Securities Exchange ("ASX"), and the Papua New Guinea Stock Exchange ("PNGX") the market price and volume of our common stock may be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding the performance of our operations, business prospects or liquidity. Among the factors that could affect the price of our common stock are: (i) changes in gold, and to a lesser extent, silver, copper, zinc or lead prices; (ii) operating and financial performance that vary from the guidance we provided to securities analysts and investors or the expectations of securities analysts and investors or changes in our outlook; (iii) developments in our business or in the mining sector generally; (iv) regulatory changes affecting our industry generally or our business and operations; (v) the operating and stock price performance of companies that investors consider to be comparable to us; (vi) announcements of strategic developments, acquisitions, dispositions and other material events by us or our competitors; (vii) our ability to integrate and operate the companies and the businesses that we acquire; (viii) the perception of the Company’s ESG performance and its ability to deliver on ESG commitments and expectations, including in connection with the Company's climate strategy; (ix) response to activism; and (x) changes in global financial markets and macroeconomic and geopolitical conditions, such as interest or foreign exchange rates, an escalation of sanctions, tariffs, or other trade tensions, stock, commodity, credit or asset valuations or volatility. The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of a particular company, and has in the past been impacted by the COVID-19 pandemic and global conflicts, and could in the future be impacted by geopolitical and other macroeconomic factors. These broad market fluctuations may adversely affect the trading price of our common stock. In addition, securities class action litigation is often brought against companies after periods of volatility in the market price of their securities, such as the securities class action filed in January 2025 asserting that statements we made in conjunction with our financial outlook from February 2024 to October 2024 were false or misleading, or failed to include material information (see Note 25 - Commitments and Contingencies of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this class action law suit). We may in the future be the target of similar litigation which could result in substantial costs and divert management’s attention and resources. Newmont CHESS depositary interest ("CDIs") are quoted and trade on the ASX in Australian dollars, whereas Newmont common stock is quoted and trade on NYSE in US dollars. While Newmont CDI holders cannot directly trade the underlying Newmont 46 46 46 Table of Contents Table of Contents stock on the NYSE, they are entitled to transmute their Newmont CDIs into common stock. There is a risk that the liquidity in the market for Newmont CDIs reduces for a range of reasons including a reduction in the number of CDIs on issue due to the conversion of CDIs to Newmont common stock. Reduced liquidity in the market can impact the speed at which CDIs are able to be bought or sold and the price at which they trade. For a range of reasons, including liquidity, market sentiment and the AUD:USD exchange rate, there is potential CDIs may trade at a discount to our common stock trading on NYSE. Newmont PETS depository interests (“PDIs”) on PNGX have similar risks to Newmont CDIs as set out above. In addition, as PNG is a developing country, PNGX is a stock exchange located in an emerging market set within a dynamic political landscape. As a result of this, the PNGX and its listing rules may be liable to review and overhaul. This recently occurred with the introduction of a new suite of PNGX Listing Rules which came into effect on July 3, 2023. As the PNGX currently has only 11 companies listed, these new PNGX Listing Rules are largely yet to be tested in practice and, as the PNGX has complete discretion over any application for listing, a risk of uncertainty arises as to their application, particularly in respect of PDIs, as changes to the PNGX Business Rules addressing PDI’s were not included in the recent suite of amendments. In addition, it is possible that further changes to the PNGX Listing Rules or the PNGX Business Rules will be made in the future, either in respect of PDIs or more generally. Uncertainty created as a result of changing or untested PNGX Listing Rules or PNGX Business Rules may give rise to delays in actions sought to be taken by Newmont, by Newmont PDI holders, and any new compliance requirements may impact on the desirability of Newmont PDIs as a security. The PNGX is a small market resulting in limited liquidity. Newmont does not know the extent to which investor interest will lead to the development of an active trading market for the Newmont PDIs or how liquid that market may become. There can be no guarantee that an active trading market for the Newmont PDIs will develop or that the price of the Newmont PDIs will increase. There may be relatively few potential buyers or sellers of the Newmont PDIs on the PNGX at any time. This may increase the volatility of the market price of the Newmont PDIs. It may also affect the prevailing market price at which stockholders are able to sell their Newmont PDIs. This may result in stockholders receiving a market price for their Newmont PDIs that is less than the price that the stockholder paid.

View prior text (2024)

As a publicly traded company with securities listed on the NYSE, TSX, ASX, and PNGX the market price and volume of our common stock may be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations, business prospects or liquidity. Among the factors that could affect the price of our common stock are: (i) changes in gold, and to a lesser extent, silver, copper, zinc or lead prices; (ii) operating and financial performance that vary from the expectations of management, securities analysts and investors or our financial outlook; (iii) developments in our business or in the mining sector generally; (iv) regulatory changes affecting our industry generally or our business and operations; (v) the operating and stock price performance of companies that investors consider to be comparable to us; (vi) announcements of strategic developments, acquisitions and other material events by us or our competitors; (vii) our ability to integrate and operate the companies and the businesses that we acquire (including, for example, Newcrest); (viii) the perception of the Company’s ESG performance and its ability to deliver on ESG commitments and expectations, including in connection with the Company's climate strategy; (ix) response to activism; and (x) changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of particular companies, and has in the past been impacted by the COVID-19 pandemic and Russia-Ukraine conflict, and could in the future be impacted by geopolitical and other macroeconomic factors. These broad market fluctuations may adversely affect the trading price of our common stock.

🟡 Modified

We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.

medium match confidence

Sentence-level differences:

  • Reworded sentence: "Our business operations rely heavily on technology platforms and systems to manage and optimize our globally diverse mining assets."
  • Reworded sentence: "These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could results in damages, material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results of operations, liquidity, and cash flows."

Current (2025):

Our business operations rely heavily on technology platforms and systems to manage and optimize our globally diverse mining assets. These systems are critical to ensuring safety, operational efficiency, cost management, and meeting environmental, social, and governance (ESG)…

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Our business operations rely heavily on technology platforms and systems to manage and optimize our globally diverse mining assets. These systems are critical to ensuring safety, operational efficiency, cost management, and meeting environmental, social, and governance (ESG) objectives. However, the increasing sophistication of cybersecurity threats, coupled with the adoption of emerging technologies such as artificial intelligence (AI), automation, and cloud-based platforms, poses important risks to our operations, financial performance, and reputation. Our systems, as well as those of our third-party service providers, vendors, and partners, face a wide range of cybersecurity threats, including: Ransomware, malware, and phishing schemes targeting critical systems and sensitive data; unauthorized access and breaches affecting intellectual property, financial information, and operational data; vulnerabilities introduced through supply chain dependencies and third-party security weaknesses; human error, design flaws, and system misconfigurations. The adoption of new technologies and the adoption of remote and flexible work arrangements enhances our operational capabilities but introduces additional risks. AI, for example, is increasingly leveraged by Newmont for decision-making, mineral extraction optimization, and autonomous operations. While AI has the potential to improve efficiency and safety, it also presents unique vulnerabilities, including algorithmic biases that could lead to inaccurate decisions or unintended outcomes; data integrity risks, such as manipulation or corruption of datasets used to train AI systems; unauthorized access or exploitation of AI-powered systems, potentially compromising operations or sensitive data. Additionally, the increased interconnectivity of automated and cloud-based systems and increase of our remote workforce expands our cyber-attack surface, requiring heightened vigilance and advanced security measures. These risks are further compounded for our operations in countries with higher geopolitical risk. The Newmont cybersecurity program is designed to protect our technology platforms and address risks associated with the implementation of emerging technologies. While these efforts are designed to align with industry best practices, no system can eliminate all risks, especially given the pace of technological advancement and the evolving nature and increased frequency of cyber threats. In addition, we do not carry specific cybersecurity insurance to help mitigate such costs due to increased premiums and limited market availability. Therefore, a successful cyberattack or other cybersecurity incident could result in production and operational downtimes, data corruption, and unauthorized disclosure of sensitive information. For example, in 2020, we detected a cyberattack on our systems. Although we were able to respond quickly to stop the continued spread of the threat, it took significant time and resources to fully identify the scope of the attack and to recover our systems and data. The cost of responding to and remediating such event was immaterial. Although the 2020 attempts and other cyber incidents to date have not resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks. These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could results in damages, material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results of operations, liquidity, and cash flows. The risks associated with the implementation of emerging technologies, if not effectively mitigated, could undermine the benefits of these advancements and impact our competitive position. In addition, we are subject to various legislation, regulations, directives and guidelines from federal, state, local and foreign agencies, that are intended to strengthen cybersecurity measures required for information and operational technology, and that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information. Failure to comply with any of applicable legal requirements could result in enforcement action against us, including fines, which could harm our reputation and have a significant effect on our financial condition, results of operations, liquidity, and cash flows.

View prior text (2024)

We are dependent upon information technology and operational technology systems. The operating and control systems at our mines increasingly leverage technology-based solutions based on a combination of on-premises and cloud-based platforms. These systems are crucial for operating our mines safely and efficiently. Our systems, and those of our third-party service providers and vendors, may be targeted by increasingly sophisticated threat actors. These threats include continually evolving cybersecurity risks from a variety of sources, including, without limitation, malware, computer viruses, cyber threats, extortion, employee error, malfeasance, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, and the increasing sophistication of the threat actors. Additionally, unauthorized parties may attempt to gain access to these systems for company information through fraud or other means of deceiving our third-party service providers, employees or vendors. We have experienced attempts by external parties to compromise our networks and systems. For example, in 2020, we detected a cyberattack on our systems. Although we were able to respond quickly to stop the continued spread of the threat, it took significant time and resources to fully identify the scope of the attack and to recover our systems and data. The cost of responding to and remediating such event was immaterial. Although the 2020 attempts and other cyber incidents to date have not resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks. Any future material compromise or breach of our IT systems could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation or regulatory actions. Given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions. In addition, new technology that could result in greater operational efficiency, such as our use of artificial intelligence, fleet electrification, and autonomous vehicles, may further expose our operations and computer systems to the risk of cybersecurity incidents. Outages in our operational technology may affect operations related to health and safety and could result in putting lives at risk of harm or death. In addition, as technologies evolve and these cybersecurity attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm. Such efforts may prove insufficient to deter future cybersecurity attacks or prevent all security breaches. While we maintain general insurance, we no longer maintain specific insurance policies covering cybersecurity risk due to increased premium costs and restrictions to coverage, and, as such, any events for which we are not insured may results in additional costs and could affect our results of operations and financial position. We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into our operations. System modification failures could have a material adverse effect on our business, financial position and results of operations and could, if not successfully implemented, adversely impact the effectiveness of our internal controls over financial reporting.