Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
[NEWMONT MINING CORPORATION LOGO]
[PHOTO OF GOLD COINS]
ACCEPT
OFFER DOCUMENT AND
BIDDER'S STATEMENT
[CHECK MARK]
OFFER BY DELTA ACQUISITION LLC
(ARBN 099 040 507)
(Organised in Delaware with limited liability)
a wholly owned subsidiary of
NEWMONT MINING CORPORATION
(ARBN 098 955 741)
(Incorporated in Delaware with limited liability)
TO ACQUIRE ALL OF YOUR ORDINARY SHARES IN
NORMANDY MINING LIMITED
(ABN 86 009 295 765)
NEWMONT MINING CORPORATION OFFER DOCUMENT
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
This document contains the Bidder's Statement by Delta Acquisition LLC
dated 20 December 2001.
If you are in any doubt about how to deal with this offer,
you should consult your financial or other professional adviser.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR CANADA
[PHOTO OF GOLD COINS]
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Offer Document and Bidder's Statement contains both historical and
forward-looking statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements.
All forward-looking statements in this Offer Document and Bidder's Statement are
not based on historical facts, but rather reflect the current expectations of
Newmont concerning future results and events and generally may be identified by
the use of forward-looking words or phrases such as "believe", "aim", "expect",
"anticipated", "intending", "foreseeing", "likely", "should", "planned", "may",
"estimated", "potential", or other similar words and phrases. Similarly,
statements that describe Newmont's objectives, plans, goals or expectations are
or may be forward-looking statements.
The statements contained in this Offer Document and Bidder's Statement about the
impact that the combination of either Newmont, Normandy and Franco-Nevada, or
Newmont and Normandy alone, may have on the combined company's results of
operations and the benefits expected to result from the combination, are
forward-looking statements. The operations and financial performance of Newmont,
Normandy and Franco-Nevada are subject to numerous risks, including the risk
that the acquisition of Franco-Nevada is not completed and that less than all of
the Normandy Shares are acquired. As a result, the combined company's actual
results of operations and earnings, as well as the actual benefits of the
combination, may differ significantly from those that are expected in respect of
timing, amount or nature and may never be achieved.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause Newmonts actual results, performance or
achievements to differ materially from the anticipated results, performance or
achievements, expressed, projected or implied by these forwarding-looking
statements. You should review carefully all of the information, including the
financial statements and the notes to the financial statements, included in this
Offer Document and Bidder's Statement.
The risk factors described in section 9 of the Bidder's Statement could affect
future results, causing these results to differ materially from those expressed,
implied or projected in any forward-looking statements. These factors are not
necessarily all of the important factors that could cause actual results to
differ materially from those expressed in any forward-looking statements. Other
unknown or unpredictable factors also could have material adverse effects on
future results. The forward-looking statements included in this Offer Document
and Bidder's Statement are made only as of the date of this Bidder's Statement.
We cannot assure you that projected or implied results or events will be
achieved. Except as required by law, we do not intend to update any
forward-looking statements.
All subsequent written and oral forward-looking statements attributable to
Newmont or Delta or any person acting on their behalf are qualified by this
cautionary statement.
The implied value of both Newmont's Offer and AngloGold's offer will vary with
the market price of Newmont and AngloGold shares. Further information on the
implied value of the Newmont Offer is contained in the enclosed document. Before
accepting an offer, shareholders should obtain current quotes for Newmont,
Normandy and AngloGold shares from their stockbroker or other financial adviser.
JOINT FINANCIAL ADVISERS LEGAL ADVISERS
------------------------------------ -----------------------------------
JPMorgan Wachtell, Lipton, Rosen & Katz
Goldman, Sachs & Co. Gilbert + Tobin
Goodmans LLP
ACCOUNTANTS
-----------------------------------
Arthur Andersen LLP
None of these persons have made any statement in this offer booklet and, to the
maximum extent permitted by law, disclaim and take no responsibility for any
part of this booklet.
CORPORATE DIRECTORY
NEWMONT MINING CORPORATION
1700 Lincoln Street
Denver, Colorado 80203
USA
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
NEWMONT
----------------------
MINING CORPORATION
1700 Lincoln Street
Denver, Colorado 80203
USA
20 December 2001
Dear Normandy Shareholder:
It is with great pleasure that I enclose Newmont's Offer to acquire all of your
shares in Normandy Mining Limited.
Newmont is offering 3.85 shares of Newmont Common Stock and 40 Australian
dollars in cash for every 100 Normandy shares you own. The Newmont Offer values
your shares in Normandy at A$1.86 per share, based on Newmont's closing share
price on the NYSE on 17 December 2001.*
The Directors of Normandy have agreed, subject to their fiduciary duties, to
recommend that Normandy shareholders accept the Newmont Offer. The Directors of
Normandy have recommended that Normandy shareholders reject the revised
AngloGold offer.
Your CEO and Chairman, Mr Robert Champion de Crespigny, and each of the other
Normandy Directors have stated that they currently intend to accept the Newmont
Offer in respect of any Normandy shares they hold. Normandy's largest
shareholder, Franco-Nevada, has committed its shares to our bid as well.
You may recall that, at the same time as we announced our initial intention to
bid for Normandy, we also announced that we had entered into an agreement with
Franco-Nevada to acquire all of its outstanding shares. Our bid for Normandy is
not conditional on completion of the Franco-Nevada transaction. Nonetheless, we
fully expect that our acquisition of Franco-Nevada will be completed in
conjunction with our acquisition of Normandy.
You are now faced with a choice between two competing bids. Newmont believes
that its Offer provides the best potential for value creation both in the
short-term and in the long-term. Based on the trading range of Newmont and
AngloGold shares on the NYSE since 29 November 2001, the date that AngloGold
announced its revised offer, the equivalent implied premium of the Newmont Offer
over AngloGold's revised offer has ranged from 6% to 18%.
Importantly, Newmont is offering double the cash component of AngloGold's
revised offer, which provides additional certainty of value to Normandy
shareholders.
These benefits, together with other substantial benefits accruing from the
Newmont Offer, are described in the enclosed document - which I would strongly
encourage you to read carefully.
We expect the Newmont Offer to be completed by mid-February - the Newmont
Offer is scheduled to expire on 15 February 2002, unless extended.
We remain tremendously excited about the opportunity to combine our companies
and look forward to welcoming you as a shareholder in Newmont.
Sincerely,
/s/ Wayne W. Murdy
Wayne W. Murdy
President and Chief Executive Officer
-----------------------------------------
* The implied value of both Newmont's Offer and AngloGold's offer will vary with
the market price of Newmont and AngloGold shares. Further information on the
implied value of the Newmont Offer is contained in the enclosed document. Before
accepting an offer, shareholders should obtain current quotes for Newmont,
Normandy and AngloGold shares from their stockbroker or other financial adviser.
1
TABLE OF CONTENTS
----------------------------------------------------------------------
Summary of the Newmont Offer................................3
The Transactions............................................4
Why Accept Newmont's Offer?.................................5
Questions and Answers.......................................19
Bidder's Statement..........................................25
[PHOTO OF GOLDEN GIANT, CANADA]
2
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
SUMMARY OF THE NEWMONT OFFER
--------------------------------------------------------------------------------
This summary provides an overview of the Newmont Offer. You should read this
document carefully before making any investment decisions.
--------------------------------------------------------------------------------
THE OFFER Newmont is offering to acquire all of your ordinary
shares in Normandy, including those represented
by American Depositary Receipts
--------------------------------------------------------------------------------
OFFER PRICE Newmont is offering 3.85 shares of Newmont Common
Stock (or the CDI equivalent) and 40 Australian
dollars in cash for every 100 Normandy shares
you own
--------------------------------------------------------------------------------
CONDITIONS OF The Newmont Offer is conditional on:
THE OFFER
* Newmont having a relevant interest in at
least 50.1% of the ordinary shares of
Normandy
* FIRB and other regulatory approvals
* Newmont shareholder approval
* Certain other conditions as set out in
section 2.10 of the Offer
Newmont may choose to waive any of these conditions
(except the FIRB condition and the ASX Listing
condition) in accordance with the Offer
--------------------------------------------------------------------------------
HOW TO ACCEPT There are several ways to accept the Offer
THE OFFER depending on the nature and type of your holding:
* FOR ISSUER SPONSORED HOLDINGS OF NORMANDY
SHARES
If your shares are held on an issuer-
sponsored sub-register, complete the enclosed
Acceptance Form and mail it in the special
enclosed reply paid envelope.
Or mail it to:
Computershare Investor Services Pty Limited
GPO Box 1486
SYDNEY NSW 1005
AUSTRALIA
Or hand deliver or fax it to:
Computershare Investor Services Pty Limited
Level 2
60 Carrington Street
SYDNEY NSW 2000
AUSTRALIA
Fax Number: +61 2 8234 5180
* FOR CHESS HOLDINGS OF NORMANDY SHARES
If your shares are held on a CHESS
sub-register, contact your stockbroker to
arrange acceptance
* IF YOU HAVE ANY QUESTIONS REGARDING ACCEPTANCE
OF THE OFFER, contact Computershare Investor
Services on:
1 800 001 199 toll free if within Australia, or
+61 3 9611 5711 if outside Australia
--------------------------------------------------------------------------------
SCHEDULED The Offer will close at 7pm Sydney time on Friday,
CLOSING DATE 15 February 2002, unless extended
--------------------------------------------------------------------------------
QUESTIONS ABOUT If you have any other questions regarding the
THE OFFER Offer, contact Newmont's shareholder information
line on:
1 800 507 507 toll free if within Australia, or
+61 2 9278 9331 if outside Australia
--------------------------------------------------------------------------------
3
THE TRANSACTIONS
----------------------------------------------------------------------
The Newmont Offer is being made to facilitate the creation of what
Newmont believes will be the premier global gold company. Newmont has
determined to pursue the acquisition of each of Normandy and
Franco-Nevada because it believes that the enhanced benefits outlined
in section 6 of the Bidder's Statement will arise from the combination
of their respective businesses. The Offer for Normandy is not
conditional on the acquisition of Franco-Nevada, but the acquisition
of Franco-Nevada is conditional upon, among other things, the
acquisition by Newmont of a relevant interest in at least 50.1% of the
Normandy shares. While Newmont fully expects that it will complete the
acquisition of Franco-Nevada, it is possible that the conditions to
that acquisition will not be satisfied.
There can be no assurance that Newmont will be successful in
completing the acquisition of Franco-Nevada even if it is successful
in acquiring a relevant interest in at least 50.1% of the Normandy
shares. If Newmont does not acquire Franco-Nevada, the expected
benefits of the transaction and their magnitude will be significantly
reduced for the shareholders of the combined company; however, there
would still be benefits realised from a combination of Newmont and
Normandy. This matter is dealt with in section 6.4 of the Bidder's
Statement, which outlines the benefits that are expected to result
from the combination of Newmont and Normandy alone.
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
4
WHY ACCEPT NEWMONT'S OFFER?
----------------------------------------------------------------------
Reasons Page
1. Newmont's Offer is at a substantial premium 6
2. Support of the Normandy Board and major shareholder 7
3. Become a shareholder in the world's leading gold
company 8
4. World-class assets with low cash costs 9
5. Balanced political risk and relatively low
technical risk 10
6. Share in the benefits of scale 11
7. Share in the synergies 13
8. Unhedged - leverage to gold 14
9. Access to a North American rating 15
10. Strong balance sheet and financial flexibility 16
11. Superior trading liquidity 17
12. Unique management team with a track record of 18
delivering shareholder value
5
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
1. NEWMONT'S OFFER IS AT A SUBSTANTIAL PREMIUM
The implied value of both Newmont's Offer and AngloGold's offer will vary
with the market price of Newmont and AngloGold shares. Further information
on the implied value of the Newmont Offer is contained in the enclosed
document. Before accepting an offer, shareholders should obtain current
quotes for Newmont, Normandy and AngloGold shares from their stockbroker or
other financial adviser.
* The Newmont Offer represents a substantial premium to the price at
which Normandy shares traded prior to the announcement of Newmont's
Offer(1):
- a 69% premium over Normandy's closing share price on 4 September
2001, the last trading day immediately prior to the announcement
of AngloGold's initial offer
- a 68% premium over Normandy's weighted average closing share
price over the one month period to 4 September 2001
- a 10% premium over Normandy's closing share price on 7 December
2001, the last trading day prior to the announcement of Newmont's
Offer
* The Newmont Offer is at a substantial premium to the revised AngloGold
offer and contains twice the cash component of the revised AngloGold
offer. The higher cash component provides additional certainty of
value to Normandy shareholders:
[BAR GRAPH]
ANGLOGOLD NEWMONT
------------------------------------------------------------------
A$1.73 A$1.86
----------------------- --------------------------
---------------->
A$0.20 Cash 100% more cash A$0.40 Cash
---------------->
------------------------------------------------------------------
Based on closing NYSE prices and exchange rates on 17-Dec-2001
* While the values of both the Newmont Offer and AngloGold's revised
offer have fluctuated over time, the implied value of Newmont's
Offer has been consistently higher than the implied value of
AngloGold's revised offer:
IMPLIED VALUES OF NEWMONT'S OFFER AND ANGLOGOLD'S REVISED OFFER
(LAST TWELVE MONTHS)
--------------------------------------------------------------------
Implied Value per Normandy Share (A$)
[LINE GRAPH SHOWING BLOOMBERG IMPLIED VALUES FOR THE YEAR FROM DECEMBER 2000
TO DECEMBER 2001 (IN TWO MONTH INCREMENTS) STARTING WITH APPROXIMATELY 1.30
IMPLIED OFFER VALUE FOR ANGLOGOLD AND ENDING WITH APPROXIMATELY 1.69 IMPLIED
OFFER VALUE AND STARTING WITH APPROXIMATELY 1.50 IMPLIED OFFER VALUE FOR NEWMONT
AND ENDING WITH APPROXIMATELY 1.90 IMPLIED OFFER VALUE WITH A VALUE OF A$1.86
IN NOVEMBER 2001]
Source: Data for graph from Bloomberg
--------------------------------------------------------------------------------
(1) Based on closing NYSE prices and exchange rates on 17-Dec-2001
6
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
WHY ACCEPT NEWMONT'S OFFER?
----------------------------------------------------------------------
2. SUPPORT OF THE NORMANDY BOARD AND MAJOR SHAREHOLDER
The Directors of Normandy have agreed, subject to their fiduciary
duties, to recommend that Normandy shareholders accept the
Newmont Offer. The Directors of Normandy have recommended that
Normandy shareholders reject the revised AngloGold offer.
Your Chairman and CEO, Mr Robert Champion de Crespigny, and each
of the other Normandy Directors have stated that they currently
intend to accept the Newmont Offer in respect of their holdings
of Normandy shares.
Franco-Nevada, which (directly and indirectly) holds just under
20% of Normandy's shares, has entered into an agreement with
Newmont under which Newmont has an option to buy those shares.
The terms of this agreement are described in section 12.2 of the
Bidder's Statement.
[PHOTO OF WETLANDS ADJACENT TO THE TWIN CREEKS MINE, NEVADA]
7
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
3. BECOME A SHAREHOLDER IN THE WORLD'S LEADING GOLD COMPANY
By accepting Newmont's Offer, and assuming the acquisition of Franco-
Nevada is completed, you will become a shareholder of the world's
leading gold company:
--------------------------------------------------------------------------------
[Graph]
2001E production (million ounces) v.
Enterprise value (US$ millions) (c)
(Size of circles proportionate to reported gold reserves)
2001E Production Enterprise Value
Gold Fields [Medium Circle] 3.7 MM oz. 2,075.7 million
Placer Dome [Small Circle] 2.9 MM oz. 4,120 million
AngloGold (2) [Medium Circle] 5.8 MM oz. 4,500.6 million
Barrick/Homestake [Medium Circle] 6.1 MM oz. 8,469.7 million
Newmont PF (1) [Large Circle] 8.2 MM oz. 9,800 million
Others [random dots] [<2 MM oz.] [<2,000 milllion]
Source: Public filings
(a) Reflects the sum of Newmont, Normandy and Franco-Nevada enterprise values
as at 9-Nov-2001 (includes production attributable to Franco-Nevada's
share of Echo Bay)
(b) AngloGold's reserves assume sale of Free State assets
(c) Enterprise value represents equity market capitalisation plus net debt,
minority interests and preferred stock
The combined company will be:
* #1 in reserves
* #1 in gold production
* #1 in leverage to gold
* #1 in trading liquidity(1)
* #1 in EBITDA(2)
The combined company will also have:
* a management team with a proven track record for integrating acquisitions
and delivering value to shareholders
* a North American domicile
* balance sheet strength and financial flexibility
* low cash costs
* balanced political risk and relatively low technical risk
* a portfolio of world-class assets
* premier land positions in world-class gold districts
* a "no hedging" philosophy
--------------------------------------------------------------------------------
(1) Defined as pro forma historical trading liquidity of the combined companies
- Newmont, Normandy and Franco-Nevada
(2) Defined as operating revenue less cost of goods sold (excluding
depreciation, depletion and amortisation charges), selling,
general and administrative expenses, and exploration and research
8
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
4. WORLD-CLASS ASSETS WITH LOW CASH COSTS
The company resulting from the combination of Newmont, Normandy and
Franco-Nevada will have interests in 22 mines on 5 continents, including
pre-eminent land positions in world-class gold districts in Nevada, Western
Australia and Peru, and a unique and diversified portfolio of development
and exploration properties.
THE INDUSTRY'S MOST ATTRACTIVE ASSET PORTFOLIO
--------------------------------------------------------------------------------
[World map marked to show the following combined gold interests:
Core Operations:
Midas, Nevada
Carlin, Nevada
Phoenix, Nevada
Lone Tree, Nevada
Twin Creek, Nevada
Yanacocha
Tanami
Yandal
Kalgoorlie
Batu Hijau
Strategic Operations:
Yamfo-Sefwi
Akim
Zarafshan
Martabe
Martha
Pajingo/Vera-Nancy
Others:
New Britannia
Musslewhite
Holloway
Golden Giant
Mesquite
La Herradura
Kori Kollo
La Coipa
Crixas
Paracatu
Ovacik
Minahasa
Boddington
Australian Magnesium Corporation]
MAJOR DISTRICT RESERVE BASE:
NEVADA 34MM OZ.
YANACOCHA 19MM OZ.
WESTERN AUSTRALIA 14MM OZ.
-------
TOTAL 67MM OZ.
69% OF RESERVES
LARGEST GLOBAL LAND POSITION = 244,000 SQ. KM
The total land positions of the combined company would exceed 244,000 square
kilometres - an area equivalent to the United Kingdom - providing significant
growth and rationalisation opportunities. Newmont believes that the next round
of rationalisation in the gold sector is likely to take place in respect of
assets rather than companies. As a result of this land position, the largest of
any gold company, the combined company will have the opportunity to play a key
part in any future gold sector rationalisation.
The combined company will be a low-cost producer, allowing it to deliver returns
to shareholders in a wide range of gold price environments. On a pro forma
basis, the combined company's cash costs are approximately US$175 per ounce of
gold produced.
9
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
5. BALANCED POLITICAL RISK AND RELATIVELY LOW TECHNICAL RISK
The company resulting from the combination of Newmont, Normandy and
Franco-Nevada will generate approximately 70% of its production and have
60% of its reserves in countries rated "AAA" by Standard & Poor's (the
United States, Australia and Canada)(1) Conversely, approximately 53% of
AngloGold's pro forma production and 58% of its pro forma reserve base
would be located in Africa, with only 35% of pro forma reserves located in
AAA-rated countries.
PRO FORMA NEWMONT PRODUCTION (8 MILLION OUNCES)(a)
[Pie Chart depicting:
North America 46%
Australia 25%
South America 16%
Other 13%]
Over 70% of Newmont's production will be in
countries rated AAA by S&P(c)
PRO FORMA NEWMONT RESERVES (97 MILLION OUNCES)(d)
[Pie Chart depicting:
North America 43%
Australia 18%
South America 23%
Other 16%]
Over 60% of Newmont's reserves will be in
countries rated AAA by S&P(c)
PRO FORMA ANGLOGOLD PRODUCTION (8 MILLION OUNCES)(d)
[Pie Chart depicting:
Africa 53%
Australia 32%
North America 8%
Other 7%]
Approximately 40% of AngloGold's production will be in
countries rated AAA by S&P(c) and approximately 53% will
be in Africa
PRO FORMA ANGLOGOLD RESERVES (94 MILLION OUNCES)(e)
[Pie Chart depicting:
Africa 58%
Australia 25%
North America 10%
Other 7%]
Approximately 35% of AngloGold's reserves will be in
countries rated AAA by S&P(c) and approximately 58% will
be in Africa
Source: Public filings
(a) Includes production attributable to Newmont, Normandy and Franco-Nevada
(including 49% share of Echo Bay)
(b) Includes production attributable to AngloGold and Normandy; pro forma for
sale of Free State assets
(c) Standard & Poor's local currency credit rating
(d) Includes reserves attributable to Newmont, Normandy and Franco-Nevada
(including 49% share of Echo Bay)
(e) Includes reserves attributable to AngloGold and Normandy; pro-forma for
sale of Free State assets
All of the combined company's reserves will be contained in either surface mines
or shallow underground mines. These mines tend to be relatively easy to mine and
develop and have lower capital costs than deep underground mines. By contrast,
South African gold mining is characterised by deep underground mines, which are
more capital intensive and operationally complex than surface mines or shallow
underground mines.
--------------------------------------------------------------------------------
(1) Standard & Poor's local currency credit rating
10
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
6. SHARE IN THE BENEFITS OF SCALE
The company resulting from the combination of Newmont, Normandy and
Franco-Nevada will have combined, estimated annual production of over 8
million ounces for the year ending 31 December 2001. The combined company
will have reserves of approximately 97 million ounces (pro forma as at
latest public filings).
[BAR GRAPHS]
2001E PRODUCTION
-------------------------------------
ProForma Newmont(a) 8.2
Barrick/Homestake 6.1
AngloGold(b) 5.6
Gold Fields 3.7
Placer Dome 2.9
Million ounces
RESERVES
-------------------------------------
ProForma Newmont(c) 97
Gold Fields 79
Barrick/Homestake(d) 76
AngloGold(e) 68
Placer Dome 47
Million ounces
Source: Public filings, company websites
(a) Includes production attributable to Newmont, Normandy and Franco-Nevada
(including 49% share of Echo Bay)
(b) AngloGold's production assumes sale of the Free State assets
(c) Includes reserves of 66.3 m oz. for Newmont, 26.4 m oz. for Normandy, 2.2
m oz. of equivalent reserves for Franco-Nevada and 2.2 m oz. of reserves
to reflect Franco-Nevada's 49% share of Echo Bay
(d) SEC Filing of 09-Nov-2001
(e) AngloGold reserves assume sale of Free State assets
[PHOTO OF ZARAFSHAN-NEWMONT, UZBEKISTAN]
11
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
The combined company will generate the largest EBITDA of any company in the gold
industry, with pro forma EBITDA(1) of US$972 million for the twelve months
ending 30 September 2001. This EBITDA, or cash flow, together with the combined
company's strong financial position, will afford it significant flexibility to
capitalise on new opportunities to create value for all Newmont shareholders.
[Bar graph depicting:
LAST TWELVE MONTHS EBITDA (IN US$ MILLIONS)
Pro Forma Newmont(a) 972
Barrick/Homestake 782
AngloGold(b) 578
Placer Dome 456
Gold Fields 233]
Source: Public filings
(a) Reflects the sum of the last twelve months EBITDA of Newmont, Normandy
and Franco-Nevada
(b) AngloGold pro forma for the sale of Free State assets (estimated to be
approximately US$55 million)
The increased scale of the combined company is expected to enhance its:
- cost of capital
- growth options
- portfolio diversification
- access to global capital markets
- ability to attract investors
- ability to participate in a meaningful way in any further industry
consolidation
- sharing of global best practices and management expertise
By accepting Newmont's Offer, you will share in these benefits.
--------------------------------------------------------------------------------
(1) Defined as operating revenue less cost of goods sold (excluding
depreciation, depletion and amortisation charges), selling, general and
administrative expenses, and exploration and research
12
WHY ACCEPT NEWMONTS OFFER?
--------------------------------------------------------------------------------
7. SHARE IN THE SYNERGIES
Newmont has identified between US$70 - US$80 million in annual after-tax cash
flow synergies which are expected to be realised in the first year following
completion of the Normandy and Franco-Nevada transactions. These synergies
are expected to increase to US$80 - US$90 million per year in future years.
By accepting Newmont's Offer, you will share in the benefits arising from
these substantial cost savings. Newmont has a track record of integrating
acquisitions and delivering on its strong synergy estimates (for example, in
its recent acquisitions of Santa Fe Gold and, more recently, Battle Mountain
in the United States) and management are confident that these estimates are
achievable. Newmont believes these savings will enhance the earnings and cash
flow potential of the combined company and result in additional value
creation for all shareholders.
[Picture of the roaster and mine at Minahasa, Indonesia]
-------------------------------------------------
The roaster and mine at Minahasa, Indonesia
13
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
8. Unhedged - leverage to gold
Newmont is a believer in gold. Newmont believes that investors in gold stocks
seek exposure to the gold price for a number of reasons, including upside
potential and diversification benefits. To achieve these objectives, Newmont
does not hedge its exposure to the gold price. By remaining unhedged, Newmont
is able to provide gold equity investors with the greatest possible exposure
to a rising gold price, as well as maximising the diversification benefits of
a gold equity to a balanced investment portfolio. The combined company will
have the largest unhedged gold reserves in the world and, as a result, the
most leverage to the gold price among major gold producing companies.
By way of example, if the gold price was to increase by US$25 per ounce, this
would result in an additional US$162 million of incremental annual pre-tax
cash flow. Over time, Newmont plans to opportunistically unwind the Normandy
hedgebook, to increase its exposure to an upward movement in the gold price.
[Bar graph depicting the following information:
ESTIMATED INCREASE IN PRE-TAX CASH FLOW FROM US$25 PER OUNCE INCREASE IN GOLD
PRICE(A) (IN US$ MILLIONS)
Normandy - 28
Pro Forma AngloGold(b) - 36
Pro Forma Newmont(c) - 162-----------> Further upside as the
combined company
unwinds hedge book]
Source: Public filings
(a) US$25 per ounce multiplied by unhedged 2001E production. Assumes a gold
price increase from US$275 per ounce to US$300 per ounce
(b) Includes AngloGold and Normandy; pro forma for the sale of Free State
assets; assumes no adjustment to hedge book
(c) Includes Newmont and Normandy
14
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
9. ACCESS TO A NORTH AMERICAN RATING
Newmont, along with most other major North American gold companies, trades at
higher multiples than AngloGold. This is due to a wide variety of factors
including, for example, asset quality, economic and political risk, exchange
rate risk and trading liquidity.
While Newmont cannot control or predict what its trading multiple will be in
the future, we believe that there is significant potential for value creation
for Normandy shareholders who accept the Newmont Offer, as a result of
Normandy's earnings and assets being re-rated according to a North American
multiple.
Normandy itself has pursued this objective. In Normandys Annual Report for
the year ended 30 June 2001, Mr Robert Champion de Crespigny said:
"Many of Normandy's peers are quoted on NYSE and we believe that any
comparison can only advantage Normandy shareholders."
As the chart below indicates, Newmont does not simply offer the "potential"
for re-rating - Newmont already trades at a premium multiple compared to
AngloGold.
[Bar graph depicting the following information:
EBITDA MULTIPLES(a) (in Enterprise Value/EBITDA)
AngloGold(b) - approximately 7.6x
Major North American Gold Companies
________________________________________________
| Barrick/Homestake - approximately 10.2x |
| Newmont - approximately 9.4x |
Placer Dome - approximately 8.4x]
Source: Public filings. Share price and exchange rate data from Bloomberg
(a) EBITDA multiple defined as equity market capitalisation plus net debt,
minority interests and preferred stock divided by EBITDA for the twelve
months ended 30-Sep-2001. EBITDA defined as operating revenue less cost of
goods sold (excluding depreciation, depletion and amortisation charges),
selling, general and administrative expenses, and exploration and research.
Equity market capitalisation based on weighted average share prices and
average exchange rates for the period from 14-Nov-2001 to 13-Dec-2001
(b) AngloGold pro forma for sale of Free State assets
15
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
10. STRONG BALANCE SHEET AND FINANCIAL FLEXIBILITY
Following the acquisition of Normandy and Franco-Nevada, the combined
company will be one of the best-capitalised gold companies in the world.
With strong pro forma free cash flow generating capacity and a net debt to
net book capitalisation ratio of 23%, the combined company will have
enhanced financial flexibility, enabling it to capitalise on appropriate
opportunities as and when they arise. Following completion of the two
transactions, the combined company will have approximately US$380 million of
cash and short-term investments (net of transaction costs) and access to the
strong cash generating royalty business of Franco-Nevada.
[Bar graph depicting the following information:
PRO FORMA CREDIT STATISTICS
|| Pro Forma Newmont || Pro Forma AngloGold || Hedge Gain(a)
Net Debt/Net Book Cap
Pro Forma Newmont - 23%
Pro Forma AngloGold(b) - 33%
Pro Forma EBITDA (US$ millions)
Pro Forma Newmont(c) Pro Forma AngloGold(d)
Newmont 938 690
Hedge Gain 24 219
-----------------------------------------------------------------
TOTAL 972 909]
Source: Public filings
(a) Hedge gain defined as last twelve months production multiplied by the result
of last twelve months realised gold price less last twelve months average
spot gold price
(b) AngloGold pro forma for the anticipated receipt of US$189 million in cash
proceeds from the sale of Free State assets; assumes assets were sold at
book value with no tax leakage
(c) Reflects the sum of the LTM EBITDA of Newmont, Normandy and Franco-Nevada
(d) Reflects the sum of the LTM EBITDA of AngloGold and Normandy. AngloGold
EBITDA excludes estimated EBITDA for the Free State assets of approximately
US$55 million
A key component of value creation in the acquisition of Normandy lies in the
development of new projects and exploration properties. Unlike its South African
competitors, which are subject to strict exchange controls, the combined company
will have significant financial flexibility and the access to global financial
markets to facilitate the development of projects anywhere in the world.
16
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
11. SUPERIOR TRADING LIQUIDITY
Following the acquisitions of Normandy and Franco-Nevada, Newmont expects to
be the world's most liquid gold stock, listed on the New York Stock Exchange
(NYSE), the world's deepest and most liquid capital market, and a member of
the S&P 500 index - one of the world's leading stock market indices. Newmont
will also apply for listing on the Australian Stock Exchange (ASX) and for
inclusion in key S&P/ASX indices. Based on combined historical trading
volumes, the combined company's average daily turnover globally would be
US$62 million.(1)
[Bar graph depicting the following information:
Average daily dollar volume traded by jurisdiction(a)
(US$ in millions)
|| United States || Canada || Australia || South Africa
Normandy
United States - $7
Pro Forma AngloGold(b)
United States - $8.2
Australia - $7
South Africa - $7.2
--------------------
TOTAL - $22.4
Pro Forma Newmont(c)
United States - $47.6
Canada - $ 7
Australia - $ 7
----------------------
TOTAL - $61.6]
Source: Data for graph from Bloomberg
(a) Average trading volume is based on six-month period ending 09-Nov-2001
(b) Aggregate average daily US dollar volume is based on trading of Normandy
and AngloGold
(c) Aggregate average daily US dollar volume is based on trading of Newmont,
Normandy and Franco-Nevada
Trading liquidity is important, as it indicates the ability of the market to
absorb supply and demand without unduly impacting the market price of a stock.
We believe that Newmont offers the most liquid alternative for Normandy
shareholders.
AngloGold was removed from the S&P/ASX 200 index in March 2001 for failing to
meet liquidity requirements.
--------------------------------------------------------------------------------
1 Average daily trading volume is based on the six-month period ending
09-Nov-2001
17
WHY ACCEPT NEWMONT'S OFFER?
--------------------------------------------------------------------------------
12. UNIQUE MANAGEMENT TEAM WITH A TRACK RECORD OF DELIVERING SHAREHOLDER VALUE
The management team of the combined company brings together a unique and
complementary set of skills to drive value creation in three key areas:
- GLOBAL DEVELOPMENT - Newmont's and Normandy's strength in global
operations, mine development and exploration, and Newmont's gold
processing technology skills
- MERCHANT BANKING - Franco-Nevada's corporate development skills and
expertise in management of royalty assets and other investments
- MERGER INTEGRATION - Newmont's ability to successfully integrate
acquisitions and deliver synergies on schedule
The management team of Newmont has a proven record of delivering value to
shareholders. The total value delivered to shareholders comprises both share
price appreciation and dividend accumulation. As the chart below
illustrates, Newmont has delivered annualised total returns of 11.7% and
13.8% to its shareholders over the last 1 year and 3 years respectively,
compared with total returns of -6.3% and 4.1% from AngloGold over the same
periods (leading up to AngloGold's initial offer for Normandy).
[Bar graphs depicting the following information:
ONE YEAR SHAREHOLDER RETURNS
Newmont 11.7%
AngloGold -6.3%
ANNUALISED SHAREHOLDER RETURNS OVER THE LAST THREE YEARS
Bar graph depicting:
Newmont 13.8%
AngloGold 4.1%]
Source: Factset; data for the period ending 31-Aug-2001 (prior to
AngloGold's initial offer for Normandy)
This return is expected to be enhanced following completion of the
acquisitions of Normandy and Franco-Nevada. In particular, the royalty
business of Franco-Nevada is expected to provide a consistent base of annual
earnings while its merchant banking philosophy is expected to provide a
framework for the combined company to seek out opportunities and maximise
the value of assets in its portfolio. Since its IPO in 1983, the management
team at Franco-Nevada has generated a 38% compound annual return on the
company's shares.
18
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
QUESTIONS AND ANSWERS
Q1 WHAT WOULD I RECEIVE IN EXCHANGE FOR MY ORDINARY SHARES OF NORMANDY?
A1 The consideration offered is 3.85 shares of Newmont Common Stock (or the
CDI equivalent) and A$40 in cash for every 100 ordinary shares of
Normandy (including shares represented by Normandy ADSs), or the US
dollar equivalent thereof for holders outside Australia
Q2 HAS THE BOARD OF DIRECTORS OF NORMANDY MADE ANY RECOMMENDATION REGARDING
THE OFFER TO NORMANDY SHAREHOLDERS?
A2 Yes. Subject to its fiduciary duties, the Board of Directors of Normandy
has agreed to recommend that Normandy shareholders accept the Newmont
Offer. Board members, including Mr Robert Champion de Crespigny, have
indicated that they currently intend to accept the Newmont Offer in
respect of their holdings
Q3 WHO IS NEWMONT MINING?
A3 Newmont is the largest gold mining company in North and South America,
and one of the largest in the world. Newmont operates a number of world
class mines around the world, including the largest operating base and
land position in Nevada in the United States, the Yanacocha mine in Peru
and the Batu Hijau mine in Indonesia. Newmont has an exceptional record
of reserve addition, having increased its reserves 80% since 1996 to
66.3 million ounces at the end of 2000. Newmont expects to produce 5.4
million ounces of gold in 2001. Newmont is traded on the New York Stock
Exchange and its current market capitalisation of over A$7 billion ranks
it third among all gold companies
Q4 WHO IS FRANCO-NEVADA?
A4 Based in Canada, Franco-Nevada is a leading precious minerals investment
company with interests and royalties in major gold, platinum and diamond
mines. Franco-Nevada, which is debt-free and possesses significant cash
reserves, has a very strong track record of successful investments. The
company has generated a 38% compound annual return on its shares since
its initial public offering (IPO) in 1983 (C$1,000 invested in the IPO
would be worth over C$500,000 today). Franco-Nevada is also the largest
shareholder of Normandy, holding just under 20% of Normandy's shares
outstanding. Franco-Nevada has committed its Normandy shares to
Newmonts bid, reflecting its strong belief that Newmont provides a
better alternative for the Normandy shareholders than the AngloGold bid
19
Q5 HAS THE BOARD OF DIRECTORS OF FRANCO-NEVADA MADE ANY RECOMMENDATION
REGARDING NEWMONT'S PROPOSED ACQUISITION OF ALL OF THE OUTSTANDING
COMMON SHARES OF FRANCO-NEVADA?
A5 Yes. The Board of Directors of Franco-Nevada has unanimously voted to
approve Newmont's proposed acquisition of all of the outstanding common
shares of Franco-Nevada pursuant to the Agreement between the two
parties, and unanimously recommends that Franco-Nevada shareholders vote
to approve the arrangement. The Co-Chief Executive Officers of
Franco-Nevada have agreed to vote their shares of Franco-Nevada in
favour of the transaction and to place into an escrow arrangement the
shares that they will receive in the combined company as a demonstration
of their commitment to the transaction and the combined company.
Franco-Nevada is scheduled to hold a meeting of its shareholders to
approve the Arrangement by the end of January 2002
Q6 WHAT WILL BE THE FORM OF THE CONSIDERATION TO BE PAID TO ME IF I ACCEPT
THE NEWMONT OFFER?
A6 Australian shareholders of Normandy will receive their entitlement to
receive Newmont Common Stock in the form of Newmont CDIs. Ten Newmont
CDIs will be issued for each share of Newmont Common Stock to which an
accepting shareholder becomes entitled
In addition to the share consideration, accepting shareholders will also
receive A$40 in cash per 100 Normandy ordinary shares
Q7 WHAT IS A CDI?
A7 CDIs are securities traded on the ASX under the electronic transfer and
settlement system operated by the ASX in a manner identical to trading
in other Australian listed securities
CDI holders receive all the economic benefits of legal ownership of
shares, such as the right to receive the same dividends, rights issues
and bonus issues to which certificated shareholders are entitled. CDI
holders will receive dividends in Australian dollars
Q8 CAN I ACCEPT THE OFFER IF I HOLD A NUMBER OF ORDINARY SHARES OF NORMANDY
THAT IS NOT EXACTLY DIVISIBLE BY 100?
A8 Yes. If you hold a parcel of Normandy shares which is not divisible by
100, you can still accept the Offer and your fractional entitlements
will be dealt with as discussed below
Q9 HOW WILL FRACTIONAL SHARES OF NEWMONT COMMON STOCK BE TREATED?
A9 If under the Offer you become entitled to a fraction of a share of
Newmont Common Stock, your entitlement to that fraction will be
aggregated with the fractional entitlements of other Normandy
shareholders and sold on the stock market. You will receive your
proportionate share of the net sale proceeds that result from the sale
of all fractional entitlements
20
Q10 I HOLD ORDINARY SHARES OF NORMANDY IN MY NAME ON NORMANDY'S ISSUER
SPONSORED SUBREGISTER. HOW DO I PARTICIPATE IN THE OFFER?
A10 To accept the Offer for ordinary shares of Normandy held in your name on
Normandy's issuer sponsored subregister, you should:
- complete and sign the Acceptance Form in accordance with the
terms of the Offer and the instructions on the Acceptance
Form, and
- ensure that the Acceptance Form and any documents required by
the terms of the Offer are received in accordance with section
2.4 of the Offer before 7:00 pm Sydney time on Friday, 15
February 2002 (or any later date to which the period of the
Offer is extended) at the address or facsimile number
specified in this Offer document
Q11 I HOLD ORDINARY SHARES OF NORMANDY IN A CHESS HOLDING. HOW DO I
PARTICIPATE IN THE OFFER?
A11 To accept the Offer for ordinary shares of Normandy held in a CHESS
Holding (as defined in the Securities Clearing House Business Rules),
you should:
- instruct your broker or a controlling participant (for
non-institutional Normandy shareholders, this is normally the
stockbroker either through whom you bought your ordinary
shares of Normandy or through whom you ordinarily acquire
ordinary shares of Normandy on the ASX) to initiate acceptance
of the Offer in accordance with Rule 16.3 of the Securities
Clearing House Business Rules before 7:00 pm Sydney time on
Friday, 15 February 2002 (or any later date to which the
period of the Offer is extended),or
- if you are a CHESS participant who is not a broker (such as an
institution, custodian, trustee or the like), initiate
acceptance of the Offer in accordance with Rule 16.3 of the
Securities Clearing House Business Rules before 7:00 pm Sydney
time on Friday, 15 February 2002 (or any later date to which
the period of the Offer is extended)
Alternatively, you may sign and complete the accompanying Acceptance
Form in accordance with the terms of the Offer and the instructions on
the Acceptance Form and ensure that it is received by 7:00 pm Sydney
time on Friday, 15 February 2002 (or any later date to which the period
of the Offer is extended) at the address or facsimile number specified
in this Offer document
Q12 I HOLD OPTIONS ISSUED BY NORMANDY UNDER ITS EMPLOYEE SHARE BONUS PLAN OR
EXECUTIVE SHARE INCENTIVE PLAN. HOW DO I PARTICIPATE IN THE OFFER?
A12 If you are a holder of options issued by Normandy under its employee
share bonus plan or executive share incentive plan, you may accept the
Offer only if you first exercise those options in accordance with their
terms. You should refer to sections 2.3(b) and 2.4(f) of the Bidder's
Statement
21
Q13 HOW LONG DO I HAVE TO ACCEPT THE OFFER?
A13 Unless the Offer is extended, you will have until 7:00 pm Sydney time on
Friday, 15 February 2002 to accept the Offer
Q14 CAN NEWMONT EXTEND THE OFFER PERIOD?
A14 Yes. If the Offer period is extended, Newmont will, subject to the
Corporations Act, give Normandy and Normandy shareholders written notice
of the extension
Q15 HOW WILL I KNOW THE PROGRESS OF THE OFFER?
A15 Newmont will provide regular updates to Normandy, Normandy shareholders
and the ASX on the progress of the Newmont Offer
Q16 HOW MANY ORDINARY SHARES OF NORMANDY DOES NEWMONT CURRENTLY OWN?
A16 Newmont does not directly own any ordinary shares of Normandy. However,
Newmont has an option to acquire approximately 19.99% on an undiluted
basis (4.99% of which is subject to FIRB pre-approval) of the shares of
Normandy from Franco-Nevada and one of its subsidiaries
Q17 WHEN WILL I RECEIVE MY NEWMONT CDIS AND MY CASH CONSIDERATION?
A17 5 Business Days after the later of the receipt of your acceptance and
the date on which the Offer becomes unconditional
Q18 WILL I BE ENTITLED TO RECEIVE DIVIDENDS DECLARED BY NEWMONT FOLLOWING MY
RECEIPT OF NEWMONT CDIS?
A18 Yes. Newmont shares of Common Stock (and Newmont CDIs through the shares
of Newmont Common Stock they represent) will participate fully in all
dividends, other distributions and entitlements declared by Newmont in
respect of fully paid shares of Newmont Common Stock
Q19 WILL I HAVE TO PAY BROKERAGE FEES?
A19 If your ordinary shares of Normandy are registered in your name and you
deliver them directly to us you will not incur any brokerage or other
transaction fees in connection with your acceptance of the Offer. If you
hold your ordinary shares of Normandy through a bank, broker or other
nominee, you should ask your bank, broker or other nominee whether it
will charge any transaction fees or service charges in connection with
your acceptance of the Offer
22
Q20 IF I ACCEPT THE OFFER, WILL THIS BE A TAXABLE TRANSACTION TO ME FOR
AUSTRALIAN TAX PURPOSES?
A20 You should refer to section 10.1 of the Bidder's Statement, which
provides a detailed analysis of the taxation consequences of the
transaction to various shareholders in various circumstances
Q21 IS THERE A US WITHHOLDING TAX ON DIVIDENDS DECLARED BY NEWMONT?
A21 In general, dividends paid to a non-US holder with respect to Newmont
Common Stock or Newmont CDIs will be subject to withholding of US
federal income tax at a 30% rate, or such lower rate as may be specified
by an applicable income tax treaty
Q22 ARE THERE ANY CONDITIONS TO NEWMONT'S OBLIGATION TO COMPLETE THE OFFER?
A22 Yes. The Newmont Offer is conditional on:
- Newmont having a relevant interest in at least 50.1% of the
ordinary shares of Normandy
- FIRB and other regulatory approvals
- Newmont shareholder approval
- Certain other conditions as set out in section 2.10 of the
Offer
Newmont may choose to waive any of these conditions (except the FIRB
condition and the ASX Listing condition) in accordance with the Offer.
The current status of these conditions is set out in section 13.9C of
the Bidder's Statement
Q23 WHO SHOULD I CALL IF I HAVE ANY QUESTIONS ABOUT ACCEPTING THE NEWMONT
OFFER?
A23 If you have any questions about accepting the Newmont Offer, or if you
would like additional copies of this Offer document or the Acceptance
Form you can contact Computershare Investor Services on 1 800 001 199
(toll free within Australia) or +61 3 9611 5711 (if outside Australia)
Q24 WHO SHOULD I CALL IF I HAVE ANY OTHER QUESTIONS ABOUT THE NEWMONT OFFER?
A24 If you have any other questions about the Newmont Offer you can contact
Newmont's shareholder information line on 1 800 507 507 (toll free
within Australia) or +61 2 9278 9331 (if outside Australia)
23
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The following contains forward-looking information and statements about Newmont
Mining Corporation, Franco-Nevada Mining Corporation Limited, Normandy Mining
Limited and the combined company after completion of the transactions that are
intended to be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. These
statements include financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Forward-looking statements are generally identified by the
words "expect," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this press
release are subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Newmont, Franco-Nevada
and Normandy Mining, that could cause actual results to differ materially from
those expressed in, or implied or projected by, the forward-looking information
and statements. These risks and uncertainties include those discussed or
identified in the public filings with the U.S. Securities and Exchange
Commission made by Newmont and Normandy, and Franco-Nevada's filings with the
Ontario Securities Commission; risks and uncertainties with respect to the
parties' expectations regarding the timing, completion and accounting and tax
treatment of the transactions, the value of the transaction consideration,
production and development opportunities, conducting worldwide operations,
earnings accretion, cost savings, revenue enhancements, synergies and other
benefits anticipated from the transactions; and the effect of gold price and
foreign exchange rate fluctuations, and general economic conditions such as
changes in interest rates and the performance of the financial markets, changes
in domestic and foreign laws, regulations and taxes, changes in competition and
pricing environments, the occurrence of significant natural disasters, civil
unrest and general market and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining Corporation will
file a proxy statement and a registration statement with a prospectus with the
U.S. Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies the proxy statement and the prospectus
(when available) and other documents filed by Newmont with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the proxy statement
and the prospectus, once available, and other filings made by Newmont or
Normandy with the Commission, may also be obtained from Newmont. Free copies of
Newmont's and Normandy's filings may be obtained by directing a request to
Newmont Mining Corporation, Attn: Investor Relations, 1700 Lincoln Street,
Denver, Colorado 80203, Telephone: (303) 863-7414. Copies of Franco-Nevada's
filings may be obtained at http://www.sedar.com.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive officers and other
members of its management and employees may be soliciting proxies from its
stockholders in connection with the transactions. Information concerning
Newmont's participants in the solicitation is set forth in Newmont's Current
Report on Form 8-K filed with the Commission on November 14, 2001, as amended.