0000950127-11-000309 Sample Contracts

VOTING AND EXCHANGE TRUST AGREEMENT
Voting and Exchange Trust Agreement • December 15th, 2011 • Newmont Mining Corp /De/ • Gold and silver ores • Ontario

THIS AGREEMENT made as of December 15, 2011, between Newmont Mining Corporation, a corporation existing under the laws of the State of Delaware (“Newmont”), Newmont Mining Corporation of Canada Limited, a corporation existing under the laws of the Province of British Columbia (“New Exchangeco”) and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

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SUPPORT AGREEMENT
Support Agreement • December 15th, 2011 • Newmont Mining Corp /De/ • Gold and silver ores • Ontario

THIS AGREEMENT made as of December 15, 2011, between Newmont Mining Corporation, a corporation existing under the laws of the State of Delaware (hereinafter referred to as “Newmont”), Newmont Holdings ULC, an unlimited liability company existing under the laws of Nova Scotia (hereinafter referred to as “NHULC”) and Newmont Mining Corporation of Canada Limited, a corporation existing under the laws of the Province of British Columbia (hereinafter referred to as “New Exchangeco”).

ARRANGEMENT AGREEMENT
Arrangement Agreement • December 15th, 2011 • Newmont Mining Corp /De/ • Gold and silver ores • Ontario

WHEREAS, the Parties wish to carry out the Arrangement on the terms and subject to the conditions set forth in this Agreement;

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