Newcrest Mining Limited (ASX:NCM) entered into a binding agreement to acquire remaining 95.2% stake in Pretium Resources Inc. (TSX:PVG) for CAD 3.4 billion on November 8, 2021. Pursuant to the transaction, Pretivm shareholders will have the option to elect to receive CAD 18.50 per Pretivm share in cash or 0.8084 Newcrest shares per Pretivm share, subject to proration and an aggregate cap payable by Newcrest of 50% cash and 50% Newcrest shares. The consideration of share representing consideration of CAD 18.50 based on the Canadian dollar equivalent of the 5 day volume-weighted-average-price (VWAP) of Newcrest shares on the Australian Securities Exchange (ASX) ending on November 8, 2021, subject to proration to ensure aggregate cash and Newcrest share consideration each represent 50% of total transaction consideration. The total equity value of the transaction is approximately CAD 3.5 billion on a fully diluted basis. The transaction price represents a premium of 23% and 29% to the closing price. The cash component of the transaction consideration will be funded from Newcrest's existing liquidity. On completion of the transaction, Newcrest will be the owner and operator of 2 world-class gold ore bodies in British Columbia, and we anticipated that by the end of this decade, our Canadian operations will produce a combined 500,000 ounces of gold per year in addition to copper production from Red Chris and silver production from Brucejack. The arrangement agreement includes a termination fee of CAD 125 million, payable by Pretivm, under certain circumstances. Following completion of the Transaction, Pretium expects to cease to be a reporting issuer and that its shares will be delisted from the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). With this acquisition, Brucejack will join Newcrest's portfolio. The transaction, which is not subject to a financing condition, will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act and it will require the approval of 66 2/3% of the votes cast by (i) the holders of Pretivm's common shares and (ii) holders of options to acquire shares of Pretivm, voting together as a single class, at a special meeting of Pretivm securityholders to be held to consider the transaction. The transaction is also subject to the receipt of competition clearances in Canada and other customary closing conditions for transactions of this nature. The arrangement agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Pretivm and a right for Newcrest to match any superior proposal. A special committee comprised entirely of independent Directors of Pretivm has unanimously recommended the transaction to the board of Directors of Pretivm. The transaction is unanimously approved and recommended by the Pretivm board of Directors. The Pretium board unanimously recommends that the securityholders vote for the arrangement resolution. The Directors and senior officers of Pretivm, owning in aggregate approximately 0.2% of Pretivm's voting securities have agreed to vote all the shares and options they own or control in favour of the transaction. On December 16, 2021, Pretivm obtained an interim order from the Supreme Court of British authorizing the holding of the Special Meeting and matters relating to the conduct of the Special Meeting. A special meeting of shareholders and option holders of Pretivm is to be held January 20, 2022, in connection with the proposed acquisition. On January 20, 2022, Pretium's securityholders approved the acquisition. As of January 20, 2022, the transaction has received approval under the Competition Act (Canada), through the issuance of an advance ruling certificate by the Commissioner of Competition on December 2, 2021, and clearance from the State Administration for Market Regulation of the People's Republic of China on January 14, 2022. The transaction remains subject to final approval by the Toronto Stock Exchange and the Supreme Court of British Columbia and receipt of clearance under the Investment Canada Act and other customary conditions. The Court hearing for the final order to approve the transaction is currently scheduled to take place on January 25, 2022. On January 26, 2021, Pretium Resources Inc. has obtained a final order from the Supreme Court of British Columbia approving the transaction. On February 25, 2022, Newcrest received approval under the Investment Canada Act and all regulatory approvals have now been obtained in relation to the acquisition. The transaction is expected to close in the first quarter of 2022. The transaction is expected to be completed in the first quarter of 2022. As of February 28, 2022, the transaction is expected to complete on or about March 9, 2022. The transaction is expected to be accretive to Newcrest's EBITDA and cash flow.

BMO Capital Markets acted as financial advisor to Pretivm. Blake, Cassels & Graydon LLP acted as legal advisor to Pretivm. Adam M. Givertz, Lawrence Wee, Stephen Centa and Jean McLoughlin of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Pretivm. RBC Capital Markets, Australia and Lazard Pty Limited acted as financial advisors to Newcrest. Shea Small, Shane C. D'Souza, Jason Gudofsky, Raj Juneja, Donovan Plomp, Kate McNeece, Selina Lee-Andersen, Daniel Bornstein and Eva Bellissimo of McCarthy Tétrault LLP and George A. Stephanakis, Richard Hall, Virginie Marier and Eric W. Hilfers of Cravath, Swaine & Moore LLP acted as legal advisors to Newcrest. BMO Capital Markets and Citigroup Global Markets Canada Inc. acted as fairness opinion providers to the Pretivm Special Committee and Board. Citigroup Global Markets Canada Inc. acted as financial advisor and Stikeman Elliott LLP acted as legal advisor to the Special Committee formed by the Boards of Pretivm.