Newmont also pointed to "serious concerns" about mini-tender offers, which have been outlined by the US Securities and Exchange Commission.
The SEC has said mini-tender offers were increasingly used "to catch investors off guard" and said bidders did not have to comply with many of the investor protections that were in place for larger tender offers which would result in the bidder owning more than 5%.
Newmont said last week it had received notice of TRC's unsolicited mini-tender offer to acquire about 0.25% or 2 million of its outstanding shares at US$63.75, which was 4.44% below Newmont's closing price of $66.71 on August 28, the day before the offer was made.
TRC, a private investment company, has made a series of mini-tender offers this year. Businesses from professional services company Accenture in January to insurer Travelers Companies earlier this month have recommended shareholders reject its below-market offers.
Newmont recommended shareholders reject TRC's offer because it was below current market price and was subject to numerous conditions.
It said shareholders should take no action or, if they had tendered shares to the TRC offer, withdraw them by written notice as described in the offering documents.
Newmont had last year rejected a no-premium, all-scrip bid from Barrick Gold, which was cancelled when the pair agreed to combine their Nevada assets in a joint venture.
Newmont said TRC had stated that it might terminate or amend its offer if, among other things, it did not obtain sufficient financing on terms satisfactory to it or there were certain decreases in the value of the shares.
Newmont shares closed down 0.41% in New York on Friday to $66.22, $6 off a one-year peak and more than double a 12-month low of $33.
It's capitalised at $53.2 billion.