Presentation Newcrest agrees to acquire Pretium Resources

For personal use only

To:Company Announcements Office

From: Maria Sanz Perez

Date:9 November 2021

Subject: Presentation: Newcrest agrees to acquire Pretium Resources Inc

Attached for release to the market is a presentation to be given by the Managing Director and Chief Executive Officer, Sandeep Biswas, the Finance Director and Chief Financial Officer, Gerard Bond, the Chief Development Officer, Seil Song and Jacques Perron, President and Chief Executive Officer of Pretium Resources Inc, on 9 November 2021.

A webcast of the presentation will be held at 10.30am (AEDT) on 9 November 2021, and will be accessible on the Company's website at:

https://www.newcrest.com/investor-centre/results-reports?document_type=4

Yours sincerely

Maria Sanz Perez

Company Secretary

Authorised by the Newcrest Board of Directors

For further information please contact

Investor Enquiries:	North American Investor Enquiries:
Tom Dixon	Ryan Skaleskog
[phone]	[phone]
[phone]	[phone]
[e-mail]	[e-mail]
Media Enquiries:
Tim Salathiel
[phone]
[phone]
[e-mail]

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

Newcrest Mining Limited	Level 8, 600 St Kilda Road, Melbourne VIC 3004	www.newcrest.com
ABN 20 005 683 625	PO Box 6213, St Kilda Road, Melbourne VIC 3004
	T [phone] F+61 3 9525 2996

ersonal use only

Newcrest agrees to acquire Pretium Resources

Owner of the Tier 1 Brucejack gold mine in British Columbia, Canada

Disclaimer

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 actual results, performance and achievements or industry results to differ materially from any future results, performance or achievements, or industry results, 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 onlyreserves, 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 which is available to view at www.asx.com.au under the code "NCM" and on Newcrest's SEDAR profile.

Forward looking statements are based on Newcrest's good faith assumptions as to the financial, market, regulatory and other relevant environments that will exist and affect Newcrest's business and operations in the future. Newcrest does ot give any assurance that the assumptions will prove to be correct. There may be other factors that could cause actual results or events not to be as anticipated, and many events are beyond the reasonable control of Newcrest. Readers are cautioned not to place undue reliance on forward looking statements, particularly in the current economic climate with the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. Forward looking statements in this document speak only at the date of issue. Except as required by applicable laws or regulations, Newcrest does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in

assumptions on which any such statement is based.

N n-IFRS Financial Information

Newcrest's results are reported under International Financial Reporting Standards (IFRS). This document includes non-IFRS financial information within the meaning of ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' published by ASIC and within the meaning of Canadian Securities Administrators Staff Notice 52-306 - Non-GAAP Financial Measures.

useSuch information includes: 'Underlying profit' (profit or loss after tax before significant items attributable to owners of the Company); 'EBITDA' (earnings before interest, tax, depreciation and amortisation, and significant items); EBIT (earnings b fore interest, tax and significant items); 'EBITDA Margin' (EBITDA expressed as a percentage of revenue); 'EBIT Margin' (EBIT expressed as a percentage of revenue); 'ROCE' ('Return on capital employed' and calculated as EBIT expre sed as a percentage of average total capital employed (net debt and total equity)); 'Interest coverage ratio' (calculated as EBITDA adjusted for facility fees and discount unwind on provisions, divided by net interest payable (interest expense adjusted for facility fees, discount unwind on provisions and interest capitalised)); 'Net debt to EBITDA' (calculated as net debt divided by EBITDA for the preceding 12 months); 'Free Cash Flow' (calculated as cash flow from operating activities less cash flow related to investing activities, with Free Cash Flow for each operating site calculated as Free Cash Flow before interest, tax and intercompany transactions); 'Free Cash Flow before M&A activity' (being 'Free Cash Flow' excluding acquisitions, investments in associates and divestments); and 'AISC' (All-In Sustaining Cost) and 'AIC' (All-In Cost) as per updated World Gold Council Guidance Note on Non-GAAP Metrics released November 2018. AISC will vary from period to period as a result of various factors including production performance, timing of sales and the level of sustaining capital and the relative contribution of each asset. AISC Margin reflects the average realised gold price less the AISC per ounce sold.

These measures are used internally by Newcrest management to assess the performance of the business and make decisions on the allocation of resources and are included in this document to provide greater understanding of the underlying performance of Newcrest's operations. The non-IFRS information has not been subject to audit or review by Newcrest's external auditor and should be used in addition to IFRS information. Such non-IFRS financial information/non-

ersonalGAAP financial measures do not have a standardised meaning prescribed by IFRS and may be calculated differently by other companies.

Although Newcrest believes these non-IFRS/non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on ny non-IFRS financial information/non-GAAP financial measures included in this document. When reviewing business performance, this non-IFRS information should be used in addition to, and not as a replacement of, measures prepared in ccordance with IFRS, available on Newcrest's website, the ASX platform and SEDAR.

Relia ce on Third Party Information

The views expressed in this document contain information that has been obtained from third parties. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This document should not be relied up n as a recommendation or forecast by Newcrest.

Disclaimer

Ore Reserves, Mineral Reserves and Mineral Resources Reporting Requirements

As an Australian Company with securities listed on the Australian Securities Exchange (ASX), Newcrest is subject to Australian disclosure requirements and standards, including the requirements of the Corporations Act 2001 and the ASX. Investors should note that it is a requirement of the ASX listing rules that the reporting of Ore Reserves and Mineral Resources in Australia is in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code) and that Newcrest's Ore Reserves and Mineral Resources estimates comply with the JORC Code.

Newcrest is also subject to certain Canadian disclosure requirements and standards, as a result of its secondary listing on the Toronto Stock Exchange (TSX), including the requirements of National Instrument 43-101 (NI 43-101). Investors should note that it is a requirement of Canadian securities law that the reporting of Mineral Reserves and Mineral Resources in Canada and the disclosure of scientific and technical information concerning a mineral project on a property material to Newcrest comply with NI 43-101.

onlyNewcrest's material properties are currently Cadia, Lihir, Red Chris and Wafi-Golpu. Copies of the NI 43-101 Reports for Cadia, Lihir and Wafi-Golpu, which were released on 14 October 2020, are available at www.newcrest.com.au and on Newcrest's SEDAR profile. The Red Chris NI 43-101 report will be submitted within 45 days from 12 October 2021.

Mineral Resources and Mineral Reserves - clarifying statements as required by ASX Listing Rule 5.12

The estimates of Mineral Resources and Mineral Reserves for the Brucejack mine deposit are qualifying foreign estimates under the ASX Listing Rules reported in accordance with NI 43-101 by Pretivm and filed on SEDAR (www.sedar.com) on 26 June 2013. These qualifying foreign estimates were re-stated by Pretivm in Management's Discussion and Analysis (pages 10,11) filed on SEDAR on 4 May 2021, but have not been updated since 1 January 2021, and have not been depleted for production since 31 December 2020. Mineral Resources are reported inclusive of Mineral Reserves.

The categories of Mineral Resource and Mineral Reserve classification used are in accordance with NI 43-101 and the 2014 CIM Definition Standards for Mineral Resources and Mineral Reserves (the CIM Standards). NI 43-101 has similar categ ries of resource classification as the JORC Code (Appendix 5A, ASX Listing Rules). There are no material differences between the definitions of Probable Mineral Reserves and Proven Mineral Reserves under the CIM Standards and the equivalent definitions of Probable Ore Reserves and Proved Ore Reserves in the JORC Code. There are no material differences between the definitions of Measured, Indicated and Inferred Mineral Resources under the CIM Standards and the equivalent definitions of Measured, Indicated and Inferred Mineral Resources in the JORC Code.

useN wcrest considers these estimates to be both material and relevant to Newcrest given that Pretivm will be a material mining project to Newcrest.

In accordance with NI 43-101 and CIM Standards, Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of Mineral Resources will be converted to Mineral Re erves. Quantity and grades are estimates and are rounded to reflect that the estimates are an approximation.

Newcrest has experience in managing similar operations to the Brucejack mine. Newcrest's key technical and operational personnel conducted a site visit as part of the due diligence process. Pretivm provided information on Mineral Re ources, Mineral Reserves and operational performance to date for Newcrest to review. The estimates of Mineral Resources and Mineral Reserves were reported pursuant to NI 43-101 in the Technical Report.

Work programs, key assumptions, mining and processing parameters and method of preparation for the Mineral Reserves are described by Pretivm in the 2021 Mineral Resource and Mineral Reserve statement filed on SEDAR on 26 March 2021. Reliability of the Mineral Resource has been assessed by reconciling 2019 mill grade and recovered ounces against resource model prediction(3).

Following completion of the transaction, it is Newcrest's intention to conduct a work program that incorporates additional infill and expansion resource definition drilling results that along with reconciled operational performance to date would enable the evaluation of both the resource and reserve base for conversion to Mineral Resources and Ore Reserves that can be reported in accordance with the JORC Code. Work is anticipated to be completed within three years and will be

ersonalfunded using internal cash reserves.

Newcrest believes that the information provided is the most recent publicly available.

C utionary statement

The estimates of Mineral Resources and Mineral Reserves for the Brucejack mine deposit are qualifying foreign estimates under the ASX Listing Rules and are not reported in accordance with the JORC Code. Competent Persons have not do e sufficient work to classify the qualifying foreign estimates as Mineral Resources or Ore Reserves in accordance with the JORC Code. It is uncertain that, following evaluation and further exploration, the foreign estimates will be able to be reported as Mineral Resources and Ore Reserves in accordance with the JORC code.

Ms Jillian Terry confirms that the information in this document that relates to Pretivm's Mineral Resources and Mineral Reserves is an accurate representation of available technical and scientific data and studies in Pretivm's Q1 2021 MD&A ann uncement filed by Pretivm to SEDAR on 4 May 2021 and Technical Report dated 9 March 2020, and filed by Pretivm on SEDAR (www.sedar.com).

Ms Terry is the Head of Mineral Resource Management, a full-time employee of Newcrest Mining Limited and is entitled to participate in Newcrest's executive equity long term incentive plan, details of which are included in Newcrest's 2021 Remuneration Report. She is a Fellow of The Australasian Institute of Mining and Metallurgy. Ms Terry has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the JORC Code 2012. Ms Terry consents to the inclusion of the material in this report in the form and context in which it appears.

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Disclaimer

Technical and scientific information

The technical and scientific information contained in this document relating to Pretivm was reviewed by Ms Jillian Terry, a Qualified Person as defined in NI43-101 and confirmed to be a true and accurate representation of data presented in the Q1 2021 MD&A and Technical Report, and filed by Pretivm on SEDAR (www.sedar.com)

The technical and scientific information contained in this document relating to Newcrest was reviewed and approved by Ms Jillian Terry, a Qualified Person as defined in NI43-101.

US implications

The Newcrest common shares to be issued pursuant to the Arrangement Agreement are anticipated to be issued in reliance on the exemption from the registration requirements of the United States Securities Act of 1933, as amended, onlyprovided by Section 3(a)(10) thereof and applicable exemptions under state securities laws.

This business combination involves the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included or

incorporated by reference in any information statement distributed in connection with the business combination have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign

cou try. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

C mpetent Person Statement

In accordance with ASX listing rule 5.12.2 to 5.12.7, Competent Person Jillian Terry FAusIMM, Head of Mineral Resource Management is a full time employee of Newcrest Mining Limited and confirms that the information presented is an

accurate representation of available technical and scientific data and studies in the Technical Report dated 9 March 2020, and filed by Pretivm on SEDAR (www.sedar.com). Further work will be undertaken by Newcrest within three years as required in evaluation of the Mineral Resources and Mineral Reserves to report them in accordance with the JORC Code.

useThe information in this document that relates to the AISC and production targets for the Newcrest Group to 2030 has been extracted from page 3 of the release titled 'Newcrest advances its global organic growth portfolio' as disclosed to the

ASX dated 12 October 2021 and the information in this document that relates to the production targets for Red Chris has been extracted from the release titled 'Red Chris Block Cave Pre-Feasibility Study confirms Tier 1 potential' dated 12 October 2021 (together, the original production and AISC target releases).

The original production and AISC target releases are available to view at www.asx.com.au under the code "NCM" and on Newcrest's SEDAR profile. Newcrest confirms that all material assumptions underpinning the production targets in the

original production and AISC target releases continue to apply and have not materially changed. Newcrest confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original production and AISC target releases.

The information in this document that relates to Telfer and Cadia (other than for Cadia East) Ore Reserves has been extracted from the release titled 'Annual Mineral Resources and Ore Reserves Statement - as at 31 December 2020' dated 11 February 2021 (the original MR & OR release) and has been prepared in accordance with the requirements of Appendix 5A of the ASX Listing Rules by Competent Persons.

The information in this document that relates to Havieron Ore Reserves has been extracted from the release titled 'Havieron PFS Stage 1 delivers solid returns and base for future growth', dated 12 October 2021 (the original Havieron ersonalre ease) and has been prepared in accordance with the requirements of Appendix 5A of the ASX Listing Rules by Competent Persons.

The information in this document that relates to Red Chris Ore Reserves has been extracted from the release titled 'Red Chris Block Cave Pre-Feasibility Study confirms Tier 1 potential' dated 12 October 2021 (the original Red Chris release)

nd h s been prepared in accordance with the requirements of Appendix 5A of the ASX Listing Rules by Competent Persons.

The i	formation in this document that relates to Ore Reserves at Cadia East has been extracted from the release titled 'Cadia PC1-2Pre-Feasibility Study delivers attractive returns' dated 19 August 2021 (the original Cadia East release),
which has been prepared in accordance with the requirements of Appendix 5A of the ASX Listing Rules by Competent Persons.
The i	formation in this document that relates to Ore Reserves at Lihir has been extracted from the release titled 'Lihir PFS supports gold production growth to 1Mozpa+ from FY24' dated 12 October 2021 (the original Lihir release), which has
been prepared in accordance with the requirements of Appendix 5A of the ASX Listing Rules by Competent Persons.
The	riginal MR&OR release, the original Havieron release, the original Red Chris release, the original Cadia East release and the original Lihir release (together, the original releases) are available to view at www.asx.com.au under the code

"NCM" and on Newcrest's SEDAR profile. Newcrest confirms that it is not aware of any new information or data that materially affects the information included in the original releases referred to above and that all material assumptions and

technical parameters underpinning the estimates in the original releases continue to apply and have not materially changed. Newcrest confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original releases.

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