NEWMONT MINING CORPORATION 30,000,000 Shares of Common Stock, par value $1.60 per share Underwriting AgreementNewmont Mining Corp /De/ • February 3rd, 2009 • Gold and silver ores • New York
Company FiledFebruary 3rd, 2009 Industry JurisdictionCitigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto
NEWMONT MINING CORPORATION as Issuer NEWMONT USA LIMITED As Guarantor Underwriting AgreementNewmont Mining Corp /De/ • February 3rd, 2009 • Gold and silver ores • New York
Company FiledFebruary 3rd, 2009 Industry JurisdictionNewmont Mining Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $450,000,000 principal amount of its 3.00% Convertible Senior Notes due 2012 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $67,500,000 principal amount of its 3.00% Convertible Senior Notes due 2012 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.00% Convertible Senior Notes due 2012 granted to the Underwriters in Section 2 hereof. Payment of principal of, and interest, if any, on, the Securities will be guaranteed by Newmont USA Limited, a Delaware corporation, as guarantor (the “Guarantor”), pursuant to the terms and conditions of the guaranty issued under the Indenture (as defined below) (the “Guaranty”). The Securiti