Direct Target Acquisition

Overview

Newmont is proposing to acquire all the shares of Goldcorp pursuant to an Ontario Plan of Arrangement for consideration consisting of 0.3280 of a Newmont Share and US$0.02 in cash for each Goldcorp Share. This would be a direct acquisition, i.e., no Canadian Buyco, and no use of exchangeable shares. The acquisition would occur on a non-rollover basis for U.S. purposes, i.e., the cash boot is considered to be sufficient to “bust” the IRC s. 351 rollover.

Goldcorp

Goldcorp is an OBCA corporation whose head office is located in Vancouver. It is a senior gold producer engaged in the acquisition, exploration, development, operation, and reclamation of precious metal properties in Canada, the United States, Mexico and Central and South America. Its shares are listed for trading on the NYSE and TSX. No Goldcorp Shareholder beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Goldcorp Shares. In its 2018 financial statements, its four Canadian mines represent $7.1B out of a total gross carrying value of $21.5B. It holds its non-resident subsidiaries through Canadian or B.C. subsidiaries.

Newmont

Newmont’s original predecessor was incorporated in 1921 in Delaware. Newmont’s shares traded on the NYSE. Newmont is primarily a gold producer with significant operations and/or assets in the United States, Australia, Peru, Ghana and Suriname. Its corporate headquarters are located in Greenwood Village, Colorado.

Plan of Arrangement Steps

1. Each Dissent Share will be assigned to Newmont.
2. Each Goldcorp Share (other than any Goldcorp Share held by Newmont or any of its affiliates) will be assigned by the holder thereof to Newmont in exchange for the Consideration of 0.3280 of a Newmont Share and US$0.02 in cash for each Goldcorp Share.
3. Each Goldcorp Option outstanding at the Effective Time (whether vested or unvested) will remain outstanding on its existing terms and upon its exercise the holder thereof shall be entitled to receive a fraction of a Newmont Share.
4. Similarly, each Goldcorp Phantom RSU and Goldcorp PSU will remain outstanding on its existing terms.
5. Each Goldcorp RSU will be deemed to be exchanged by the holder thereof in accordance with s. 7(1.4) for a Newmont RSU.

Consequences of Arrangement

On the Effective Date, Goldcorp will become a wholly-owned subsidiary of Newmont and Newmont Goldcorp will continue the operations of Newmont and Goldcorp on a combined basis. Following completion of the Arrangement, existing Goldcorp Shareholders will own approximately 35% of the issued and outstanding common stock of Newmont.

Canadian tax consequences

A Resident Holder (other than a Resident Dissenter) who disposes of Goldcorp Shares to Newmont under the Arrangement will be considered to have disposed of each Goldcorp Share for proceeds of disposition equal to the sum of the Cash Consideration and the aggregate fair market value at the Effective Time of the Consideration.

U.S. tax consequences

A U.S. Holder’s exchange of Goldcorp Shares for the Consideration pursuant to the Arrangement will be a taxable transaction for U.S. federal income tax purposes. Goldcorp does not believe that it was a PFIC for its last taxable year and based on current plans and financial expectations, does not expect to be a PFIC for its taxable year which includes the Effective Date.

Overview

Under a CBCA plan of arrangement, shareholders of Uranium One, which is a TSX- and JSE-listed Canadian corporation, will receive Cdn.$2.86 cash per common share (or the Rand equivalent in the case of South African shareholders) from Effective Energy, representing a 32% premium over the 20 day pre-announcement VWAP on the TSX. ARMZ is the Russian parent of Effective Energy, a Netherland public limited liability company, and is an indirect wholly-owned subsidiary of Rosatom Nuclear Energy State Corporation. Effective Energy and another wholly-owned subsidiary of ARMZ together hold 51.4% of the shares of Uranium One. The cash consideration for the minority shares aggregates $1.3 billion.

Break fee

$45 million.

Plan of Arrangement

Under the Plan of Arrangement:

• Each common share of a dissenter will be transferred for its fair value to Effective Energy
• Each common share other than those of ARMZ or affiliates, or of dissenters, will be transferred to Effective Energy for cash of $2.86
• Each stock option will be cancelled in exchange for a cash payment equal to its in-the-money value (based on the $2.86 per share consideration) plus, in the case of an employee/officer optionholder, a payment on December 31, 2013 equal to the black-scholes value of the option minus the amount of any in-the-money payment received

MI 61-101 analysis

The arrangement is a business combination requiring a formal valuation of the Uranium One common shares. The arrangement resolution must be approved by a simple majority of the shareholders who are not interested parties. Interested parties hold 51.49% of the common shares and 50.21% of the stock options.

Canadian tax consequences

The acquisition will occur on a taxable basis. Standard taxable Canadian property disclosure.

U.S. tax consequences

Uranium One believes that it did not constitute a PFIC for its 2008 to 2012 taxation years, and expects that it should not be a PFIC for its 2013 year.

Offer

Offer by Nordgold, which already holds approximately 75.1% of the common shares of High River, for the remaining common shares of High River on the basis of 0.285 of a global depositary receipt of Nordgold (a "GDR"), or $1.40 of cash, for each High River common share. This represents a 17.2% premium based on the respective closing prices, and values High River at $1.2 billion (or approximately 58% of the fully consolidated Nordgold after acquiring the balance of High River). The GDRs trade on the LSE, and the ordinary shares of Nordgold are not listed on any stock exchange. High River shareholders who elect for the GDRs will be deemed to have elected to receive Nordgold's Regulation S GDRs rather than its Rule 144A GDRs, except where it is considered reasonably necessary by Nordgold or the GDR depositary (including in response to a High River shareholder request) to issue Rule 144A GDRs in order to comply with applicable laws. There is a lock-up agreement for approximately 29% of the High River shares not already owned by Nordgold.

Nordgold intends all High River shares acquired under the offer to be voted in favour of any proposed subsequent acquisition transaction and, where permitted by MI 61-101, counted as part of any required minority approval.

High River

High River is governed by Yukon law, is listed on the TSX and derives substantially all its value from mining and exploration properties in Russia and Burkina Faso. It holds its foreign subsidiaries through a Caymans holding company.

Nordgold

It is a Netherlands company. Its GDRs listed on the LSE represent approximately 10.6% of its share capital.

Canadian tax treatment

High River share dispositions. Dispositions under the offer will occur on a taxable basis. If under a subsequent acquisition transaction, High River shares were exchanged under of plan of arrangement for cash or Nordgold GDRs, the tax consequences generally would be the same.

GDRs

Dividends on the GDRs, which would be subject to Dutch withholding tax, will be taxed as foreign dividends. Counsel is of the view that the value of the Novagold GDRs should not be regarded as being derived primarily from portfolio investments in properties described in the offshore investment fund rules - and, in any event, for s. 94.1 to apply, it also would be necessary for the "main reason" test to be satisfied.

Non-residents

No view is expressed as to whether the High River shares are taxable Canadian property (although they presumably are not).