Proposed issue of securities - NCM

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

NEWCREST MINING LIMITED

Announcement Type

New announcement

Date of this announcement 9/11/2021

The Proposed issue is:

A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
NCM	ORDINARY FULLY PAID	2,738,093

Proposed +issue date

14/3/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

NEWCREST MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2	Registered Number Type	Registration Number
ABN	20005683625
1.3	ASX issuer code
NCM

1. The announcement is New announcement
2. Date of this announcement

9/11/2021

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	Part 7A - Conditions
		7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
		type of issue can proceed on an unconditional basis?
		Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		+Security holder approval	10/2/2022		actual?	received/condition met?
			Estimated
						No
		Comments
		Approval is required by shareholders of Pretium Resources Inc. (Pretivm) rather than Newcrest.
personal
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		Court approval	14/2/2022		actual?	received/condition met?
			Estimated
						No
		Comments
		Approval needed is from the Supreme Court of British Columbia, Canada.
		Approval/Condition	Date for determination	Is the date estimated or	** Approval
		Other (please specify in	23/2/2022		actual?	received/condition met?
			Estimated
		comment section)			No
		Comments
		Various conditions as specified in a Canadian Plan of Arrangement (the Plan of Arrangement) (including non-Australian
		foreign investment and competition law regulatory approvals).
For
	Part 7B - Issue details
		Is the proposed security a 'New	Will the proposed issue of this
		class' (+securities in a class that is	+security include an offer of
		not yet quoted or recorded by ASX)	attaching +securities?
		or an 'Existing class' (additional	No
		securities in a class that is already

quoted or recorded by ASX)? Existing class

Proposed issue of securities

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Proposed issue of securities

Details of +securities proposed to be issued

	ASX +security code and description
only	NCM : ORDINARY FULLY PAID
Number of +securities proposed to be issued
	2,738,093
	Offer price details
	Are the +securities proposed to be issued being issued for a cash
	consideration?
use	No
Please describe the consideration being provided for the +securities
Conversion of convertible notes issued by Pretivm.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
67,833,796.000000
personal	Will these +securities rank equally in all respects from their issue date with
	the existing issued +securities in that class?
	Yes

Part 7C - Timetable

7C.1 Proposed +issue date 14/3/2022

Part 7D - Listing Rule requirements

For

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2,738,093

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only

Proposed issue of securities

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

	Part 7E - Fees and expenses
use	No
		7E.1 Will there be a lead manager or broker to the proposed issue?
		No
personal	7E.2 Is the proposed issue to be underwritten?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
		N/A
	Part 7F - Further Information
		7F.01 The purpose(s) for which the entity is issuing the securities
		The shares may be issued as a result of changes to the terms of convertible notes issued by Pretivm that will be made if
		the Plan of Arrangement proceeds.
For	7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
Newcrest proposes to acquire all issued shares in Pretivm under the Plan of Arrangement.
Pretivm currently has convertible notes on issue. The notes mature on 15 March 2022 and are convertible into shares in
Pretivm at any time prior to that date at the election of noteholders.
If the Plan of Arrangement proceeds, noteholders will be entitled to receive Newcrest shares, rather than Pretivm shares
		on conversion of a note.
		The maximum number of Newcrest shares to be issued as a result of conversion of the notes is 2,738,093. The actual
		number will depend on a variety of factors, including the extent to which noteholders exercise their conversion rights after
		the Plan of Arrangement becomes effective. The date of issue of Newcrest shares may be before 14 March 2022,
		depending on when conversion rights are exercised.
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