Market Release

21 December 2021

Newcrest welcomes Pretivm's release of Information Circular

Newcrest Mining Limited (ASX, TSX, PNGX: NCM) today welcomes the release by Pretium Resources Inc. (Pretivm)

(TSX: PVG; NYSE: PVG) of the Management Information Circular (Circular) for the special meeting of shareholders and option holders (securityholders) of Pretivm.

The Circular contains information on the plan of arrangement (Plan) pursuant to which Newcrest will acquire Pretivm and sets the date for the meeting of Pretivm's securityholders to vote on the Plan as 20 January 2022 (2:00pm Vancouver time). Pretivm will send the Circular to its securityholders.

Newcrest's offer to acquire Pretivm is unanimously recommended by the Board of Directors of Pretivm, and the Directors have also entered into voting and support agreements under which they have agreed to vote in favour of the transaction for any securities they hold or control.

Completion of the transaction is subject to 66 2/3% of the votes held by Pretivm securityholders voting in person or by proxy at the meeting in favour of the Plan, approval of the Supreme Court of British Columbia and regulatory approvals including approval under the Investment Canada Act.

The benefits for Newcrest of acquiring Pretivm, which owns the Brucejack mine in British Columbia, include:

  • Addition of a Tier 1 large scale, long life, low cost mine to Newcrest's portfolio of Tier 1 assets
  • Immediate increase in Newcrest's gold production by >300koz pa (~15%) to well above 2Moz(1,2,3)
  • Accretive to Newcrest's EBITDA and cash flow
  • Immediate operational and financial diversification from a Tier 1 jurisdiction
  • Growth in a region where Newcrest already operates and has strong existing relationships
  • Significant near mine and district-scale exploration opportunity with exciting potential to realise resource and reserve growth

Authorised by the Newcrest Disclosure Committee

For further information please contact

Investor Enquiries

Ryan Skaleskog

+61 3 9522 5407

+1 866 396 0242

+61 403 435 222 Ryan.Skaleskog@newcrest.com.au

Media Enquiries

Tim Salathiel

+61 3 9522 4263

+61 407 885 272 Tim.Salathiel@newcrest.com.au

This information is available on our website at www.newcrest.com

Newcrest Mining Limited - Level 8, 600 St Kilda Road, Melbourne - www.newcrest.com

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Forward Looking Statements

This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions. Forward looking statements can generally be identified by the use of words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "believe", "continue", "objectives", "targets", "outlook" and "guidance", or other similar words and may include, without limitation, statements regarding estimated reserves and resources, certain plans, strategies, aspirations and objectives of management, anticipated production, study or construction dates, expected costs, cash flow or production outputs and anticipated productive lives of projects and mines. Newcrest continues to distinguish between outlook and guidance. Guidance statements relate to the current financial year. Outlook statements relate to years subsequent to the current financial year.

These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Newcrest's expected benefits of the transaction with Pretivm to differ materially from that expressed or implied by these forward-looking statements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Newcrest operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. For further information as to the risks which may impact on Newcrest's results and performance, please see the risk factors included in the Appendix 4E and Financial Report for the year ended 30 June 2021 and the Annual Information Form dated 6 December 2021 which are available to view at www.asx.com.au under the code "NCM" and on Newcrest's SEDAR profile. Newcrest does not undertake to update any of the forward looking statements other than as required by relevant securities laws.

Reliance on Third Party Information

This document includes information that has been prepared by third parties, and views based on information that has been prepared by third parties. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This document should not be relied upon as a recommendation or forecast by Newcrest.

Endnotes

  1. Subject to market and operating conditions and should not be construed as guidance.
  2. Based on Pretivm's Technical Report on the Brucejack Gold Mine Northwest British Columbia dated 9 March 2020 filed by Pretivm on SEDAR (www.sedar.com) in accordance with National Instrument 43-101 (the Technical Report).
  3. Based on Newcrest's estimate of production contained in its release titled "Newcrest advances its global organic growth portfolio" dated 12 October 2021 which is available to view at www.asx.com.au under the code "NCM" and on Newcrest's SEDAR profile.

Newcrest Mining Limited - Level 8, 600 St Kilda Road, Melbourne - www.newcrest.com

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ARRANGEMENT INVOLVING

PRETIUM RESOURCES INC.

and

NEWCREST MINING LIMITED

and

NEWCREST BC MINING LTD.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS TO BE HELD VIRTUALLY ON JANUARY 20th, 2022 at 2:00 p.m.

(Vancouver time)

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor. If you have any questions or require more information with respect to the procedures for voting, please contact our proxy solicitation agent, Laurel Hill Advisory Group toll free within North America at 1-877-452-7184(1-416-304-0211 Outside North America), or by email at assistance@laurelhill.com.

YOUR VOTE IS IMPORTANT. TAKE ACTION AND VOTE TODAY. THE BOARD OF DIRECTORS OF PRETIUM

RESOURCES INC. UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE

FORTHE ARRANGEMENT RESOLUTION SET FORTH IN THIS CIRCULAR

December 16, 2021

LETTER TO SHAREHOLDERS AND OPTIONHOLDERS

December 16, 2021

Dear Pretivm Shareholders and Optionholders:

The Board of Directors (the "Board") of Pretium Resources Inc. (the "Company" or "Pretivm") invites you to attend the special meeting (the "Meeting") of the holders of common shares (the "Pretivm Shares") of the Company (the "Shareholders") and the holders of options to purchase Pretivm Shares (the "Pretivm Options") of the Company (the "Optionholders", and collectively with the Shareholders, the "Securityholders") to be held virtually via live audio webcast on January 20, 2022 at 2:00 p.m. (Vancouver time) at https://meetnow.global/MAZZWNK.

The Arrangement

At the Meeting, Securityholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve an arrangement (the "Arrangement"), in accordance with the terms of an arrangement agreement entered into by the Company, Newcrest Mining Limited (the "Purchaser" or "Newcrest") and its indirect wholly-owned subsidiary, Newcrest BC Mining Ltd. ("Acquireco") on November 8, 2021, as amended on December 13, 2021 (as amended, the "Arrangement Agreement"), pursuant to which Acquireco, Newcrest's indirect wholly-owned subsidiary, agreed to acquire all of the issued and outstanding Pretivm Shares that it does not already own by way of a statutory plan of arrangement (the "Plan of Arrangement) under section 288 of the Business Corporations Act (British Columbia) ("BCBCA").

Under the terms of the Arrangement Agreement, which was negotiated at arm's length, each Shareholder (other than Shareholders validly exercising their dissent rights (the "Dissenting Shareholders") and the Purchaser, Acquireco and any of their respective affiliates) will receive, at such Shareholder's election on the closing of the Arrangement: (a) $18.50 in cash for each Pretivm Share held (the "All Cash Consideration") or (b) 0.8084 of an ordinary share in the capital of the Purchaser (each ordinary share, a "Newcrest Share") for each Pretivm Share held (the "All Share Consideration"), in each case subject to pro-ration to ensure that the aggregate of the All Cash Consideration payable and the aggregate of the All Share Consideration issuable under the Arrangement each represents 50% of the total transaction consideration. Shareholders who do not make an election will receive, on the closing of the Arrangement, default consideration of $9.25 in cash and 0.4042 of a Newcrest Share for each Pretivm Share held by such Shareholders (the "Default Consideration" and, collectively with the All Cash Consideration and All Share Consideration, the "Consideration").

Pursuant to the Arrangement, each Pretivm Option (whether vested or unvested) outstanding immediately prior to 12:01 a.m. (Vancouver time) (the "Effective Time") on the date the Arrangement becomes effective (the "Effective Date"), or such other time on the Effective Date agreed to by Pretivm and Newcrest, will be deemed unconditionally vested and exercisable and shall be deemed to be transferred to Pretivm in exchange for a cash payment equal to the amount, if any, by which the All Cash Consideration in respect of each Pretivm Share underlying each Pretivm Option exceeds the exercise price for such Pretivm Option, less applicable withholding taxes. Following such transfer, each such Pretivm Option will immediately be cancelled.

Each deferred share unit (each, a "Pretivm DSU"), performance share unit (each, a "Pretivm PSU") and restricted share unit (each, a "Pretivm RSU") of Pretivm (whether vested or unvested) outstanding immediately prior to the Effective Time will be deemed to be unconditionally vested (which shall include the full vesting of Pretivm PSUs on the basis that all performance criteria associated therewith had been achieved and a 200% performance multiplier was applicable to such vesting) and shall be deemed to be assigned and transferred to the Company in exchange for a cash payment equal to the All Cash Consideration for each Pretivm DSU, Pretivm PSU or Pretivm RSU, respectively, less applicable withholding taxes. Following such transfer, such Pretivm DSUs, Pretivm PSUs and Pretivm RSUs will immediately be cancelled.

The Consideration represents a premium of 23% and 29% to the closing price and the 20-day volume weighted average price, respectively, of the Pretivm Shares on the Toronto Stock Exchange as at November 8, 2021. The total equity value pursuant to the Arrangement is approximately $3.5 billion on a fully diluted basis. Newcrest currently owns approximately 4.8% of the Pretivm Shares. If consummated, the Arrangement would result in the Shareholders owning approximately 8% of Newcrest, on a fully diluted basis.

Each member of the Board and the officers of Pretivm, owning in aggregate approximately 0.2% of the outstanding Pretivm Shares and Pretivm Options, have entered into voting and support agreements with Newcrest, pursuant to which they have agreed to vote or cause to be voted all of the Pretivm Shares and Pretivm Options held or controlled by them in favour of the Arrangement Resolution.

Election

If you are a registered Shareholder, in order to make your election to receive the All Cash Consideration or the All Share Consideration (subject to pro-ration and adjustment in accordance with the Arrangement Agreement), you must submit the enclosed letter of transmittal and election form (the "Letter of Transmittal") by 5:00 p.m. (Vancouver time) on January 18, 2022, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in British Columbia, Australia or New York) before the adjourned Meeting is reconvened or the postponed Meeting is convened (the "Election Deadline"). Please refer to the enclosed management information circular dated December 16, 2021 (the "Circular") and the Letter of Transmittal for additional information. If an election is not made in accordance with the instructions in the Letter of Transmittal, you will receive the Default Consideration. Beneficial Shareholders (i.e. if you hold Pretivm Shares through a broker, custodian, nominee or other intermediary) should follow the instructions provided by your intermediary to make your election.

Shareholders who choose not to vote, or to vote against the Arrangement Resolution, may still make an election to receive the All Cash Consideration or the All Share Consideration by completing the election form included with the Letter of Transmittal accompanying the Circular and submitting such form to the Computershare Investor Services Inc. prior to the Election Deadline. Shareholders whose Pretivm Shares are registered in the name of a broker, investment dealer or other intermediary should contact that broker, investment dealer or other intermediary for instructions and assistance in delivery of the share certificate(s) or DRS Advice(s) representing those Pretivm Shares and making an election with respect to the form of Consideration they wish to receive.

If you are a registered Shareholder, you will receive any cash Consideration in Canadian dollars, unless you exercise the option to elect, in your Letter of Transmittal, to receive any cash Consideration in another currency. In order to take advantage of this option, a registered Shareholder must return his, her or its Pretivm Share certificates or DRS Advice(s) representing Pretivm Shares, along with a properly completed and duly executed Letter of Transmittal electing to receive cash Consideration in another currency, by the Effective Date.

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Newcrest Mining Limited published this content on 21 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2021 23:59:01 UTC.