One of America's most prominent gold investors is warning it won't support Newmont Mining Corp.'s proposed US$10-billion takeover of Goldcorp Inc. under the current terms of the deal.

Paulson & Co. revealed its concerns with the deal structure in a press release late Thursday afternoon, saying the premium being offered is "unjustified given Goldcorp's poor performance", and expressing concern that "a significant percentage" of the value from Newmont's (NEM.N) recently-announced joint-venture in Nevada with Barrick Gold Corp. would be handed to Goldcorp (G.TO) shareholders. 

Paulson, which holds 14.2 million Newmont shares, said it could be convinced to support the deal if the premium is eliminated and if Newmont retains all the benefit of the partnership with Barrick (ABX.TO). It estimated the deal could be restructured to meet those goals by changing the exchange ratio being offered to Goldcorp shareholders to no more than 0.254 Newmont shares instead of the agreement for 0.328 shares. 

"If Goldcorp does not agree to the revised terms, that would be its loss," wrote John Paulson and Paulson & Co. Partner Marcelo Kim in a letter to Newmont CEO Gary Goldberg. "Unlike Newmont, Goldcorp has a record of value destruction, poor performance, and egregious compensation."

"We believe that Newmont's share price would increase if shareholders voted against this transaction... We are prepared to discuss our perspectives with you, and look forward to your response."