Newmont Mining Corporation (NEM)

Registration Rights Agreement

In connection with the sale of the Notes, the Company, the Guarantor and the Representatives entered into a Registration Rights Agreement dated as of July 17, 2007 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company and the Guarantor agreed for the benefit of the holders of the Notes and the Common Stock issuable upon conversion of the Notes that the Company will file, as soon as practicable but no later than the 90^th day after July 17, 2007, a shelf registration statement covering resales of the Notes and the Common Stock issuable upon conversion pursuant to Rule 415 under the Securities Act. The Company will also use commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act no later than the 180^th day after July 17, 2007.

The Company will use commercially reasonable efforts to keep the shelf registration statement effective for a period of two years after the closing of the offering of the Notes or until the earlier of (i) the sale or transfer pursuant to a shelf registration statement of all of the Notes and Common Stock issuable upon conversion of the Notes, (ii) the date when holders (other than holders that are affiliates of the Company) of the Notes and Common Stock issuable upon conversion of the Notes are able to sell all such securities immediately without restriction; and (iii) the date on which all of the Notes have been converted or all of the Notes and Common Stock issuable upon conversion of the Notes otherwise cease to be outstanding. The Company will be required to pay additional interest, subject to some limitations, to the holders of the Notes if it fails to comply with its obligations to register the Notes and the Common Stock issuable upon conversion of the Notes.

On July 17, 2007, the Company, the Guarantor and the Trustee entered into the 2014 Indenture and the 2017 Indenture, and the Company issued $575 million in aggregate principal amount of the 2014 Notes and $575 million in aggregate principal amount of the 2017 Notes to the Initial Purchasers.

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Additional information pertaining to the Indentures and the Notes is contained under “Indentures” in Item 1.01 and is incorporated herein by reference.

On July 11, 2007, as further described under “Purchase Agreement” in Item 1.01 above, the Company agreed to sell $500 million aggregate principal amount of the 2014 Notes and $500 million aggregate principal amount of the 2017 Notes to the Initial Purchasers in a private placement pursuant to exemptions from the registration requirements of the Securities Act. On July 12, 2007, the Initial Purchasers exercised their over-allotment options to purchase an additional $75 million in aggregate principal amount of 2014 Notes and an additional $75 million in aggregate principal amount of 2017 Notes. The closing of the sale of the Notes occurred on July 17, 2007.

The net proceeds from the offering, after deducting the Initial Purchasers’ discount and the estimated offering expenses payable by the Company, were approximately $1.125 billion. The Company used a portion of the net proceeds of the offering to pay the cost of the convertible note hedge transactions described under “Convertible Note Hedge and Warrant Transactions” in Item 1.01 above. This cost was partially offset by amounts that the Company received from the sale of warrants as described under “Convertible Note Hedge and Warrant Transactions” in Item 1.01 above. The Company used approximately $885 million of the remaining net proceeds from the offering to repay outstanding indebtedness under its senior revolving credit facility, and the remainder for general corporate purposes.

The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

The Notes and the underlying Common Stock issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Also on July 11, 2007, as further described under “Convertible Note Hedge and Warrant Transactions” in Item 1.01 above, the Company agreed to sell warrants to acquire, in the aggregate and subject to customary anti-dilution adjustments, 49,775,912 shares of Common Stock at an exercise price of $60.27 per share of Common Stock in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Company received aggregate proceeds of approximately $248.4 million from the sale of the warrants.

The warrants and the underlying Common Stock issuable upon conversion of the warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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Additional information pertaining to the sale of the Notes and the warrants is contained in Item 1.01 and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 17, 2007

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