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
1700 Lincoln Street
Denver, Colorado 80203
(303)863-7414
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
JANUARY 25,2002
To Our Shareholders:
On February 13, 2002, we will be gathering in Denver at a Special Meeting of
shareholders to consider Newmont's acquisitions of Normandy Mining Limited and
Franco-Nevada Mining Corporation Limited. As you will have seen in the proxy
materials that we mailed to you earlier this month, this is a unique opportunity
that we believe will result in the creation of the world's premier gold company.
THE BOARD OF DIRECTORS OF NEWMONT RECOMMENDS STRONGLY THAT YOU VOTE FOR THE
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING TO ENABLE US TO MOVE THIS
INITIATIVE FORWARD.
We would like to share with you some thoughts about this opportunity and what it
means for Newmont and for you, as shareholders of Newmont.
Traditionally, the gold industry has grown mine-by-mine as exploration efforts
identified economic resources. Those mines, in turn, have grown with improved
recovery technology. This process has resulted in an industry that is fragmented
and, to some degree, inefficient.
Other natural resource industries - oil and gas, copper, aluminum and nickel -
also shared these characteristics. They have, however, more recently pursued a
process of rationalization through industry-wide consolidation.
We believe that similar consolidation will benefit participants in the gold
industry and, in particular, those who have the initiative and capacity to lead
that process. We believe that Newmont can, and should, be that leader. The
integration of Normandy and Franco-Nevada into Newmont's existing operations is
the responsible answer for the gold market and the right thing to do for Newmont
and its shareholders.
As illustrated in the accompanying Fact Sheet, each of Newmont, Normandy and
Franco-Nevada has significant strengths in its own right. We believe that the
case for combining those strengths in Newmont is overwhelming.
Upon completion of these acquisitions, Newmont will:
- have the largest reserve base and highest annual production of gold in the
world;
- be one of the best capitalized gold companies (a net-debt to
total-capitalization ratio of approximately 24%), with the financial strength to
develop attractive projects and to significantly reduce debt over time, even at
current gold prices;
- operate a diversified portfolio of world-class operations with balanced
political risk (60 percent of reserves and 70 percent of production in
politically stable countries in North America and Australia);
- offer investors the most leverage to a rising gold price of any major
producer;
- have the ability to optimize the company's asset portfolio;
- benefit from consistent cash flow (even in a low gold price environment)
generated by the high margin royalty and investment business of
Franco-Nevada, which will continue to operate as a division of the combined
company; and
- have a strong, seasoned management team and committed employees to deliver
shareholder value through global exploration, development and operation,
merchant banking and merger integration.
We intend to build upon this platform by:
- striving to reduce our total cash costs so as to be in the lowest quartile in
the industry;
- concentrating on large mining districts, such as Nevada, Peru and Western
Australia;
- developing a pipeline of new projects as gold demand warrants;
- rationalizing operations with neighboring gold producers;
- reducing the net-debt to total-capitalization ratio to less than 20 percent
over the first year, with a goal of less than 10 percent over the longer term;
- selling or otherwise disposing of non-core assets; and
- applying Franco-Nevada's demonstrated merchant banking expertise to our
enhanced base of operations.
We intend to continue to pursue our no-hedging philosophy and expect to continue
to offer investors the most leverage to a rising gold price of all major gold
companies. We also intend to opportunistically unwind Normandy's hedge book as
market circumstances permit. After that process is completed, we anticipate that
Newmont will generate nearly $200 million in incremental annual pre-tax cash
flow from a $25 per ounce increase in the gold price - nearly eight times the
leverage of our largest North American competitor. If the gold price declines,
the company should be buffered by the steady stream of royalty income generated
by Franco-Nevada.
Although we will be the world's largest gold producer, we are not driven by size
but rather by a focus on generating superior returns for our shareholders. We
are committed to gold and believe in its intrinsic long-term value and relevance
to a balanced investment portfolio.
In that context, I will be especially pleased to welcome Pierre Lassonde as
Newmont's new President upon the closing of our transactions. A co-founder and
Co-Chief Executive Officer of Franco-Nevada, Pierre is one of the world's
foremost authorities on gold investing and has a proven track record of
delivering shareholder value. I am also pleased that Pierre, his Co-Chief
Executive Officer Seymour Schulich, and Normandy's Chairman and Chief Executive
Officer Robert Champion de Crespigny, will be bringing their combined talents to
our Board of Directors.
If you have not already done so, I ask that you please promptly vote your proxy
by phone, internet or mail.
We are extremely excited about the future prospects for Newmont and look forward
to your continuing support as we move forward.
Sincerely,
/s/ Wayne W. Murdy
Wayne W. Murdy
Chairman, President and Chief Executive Officer
IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties, has recommended
Newmont's offer to Normandy shareholders, Normandy has not provided unqualified
assistance to Newmont in making its offer. Among other things, Normandy has
refused to provide Newmont with certain financial information, and it has not
permitted its auditors to issue a consent in respect of financial information
relating to Normandy.
CAUTIONARY STATEMENT
This letter 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.
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 "expects," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this letter 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 has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes an Offer Document) and a Proxy Statement/Prospectus
on Schedule 14A. Investors and security holders are advised to read the Offer
Document and the Proxy Statement/Prospectus, which were mailed beginning on
January 11, 2002, because they contain important information. Investors and
security holders may obtain free copies of the Offer Document and the Proxy
Statement/Prospectus and other documents filed by Newmont with the Commission at
the Commission's web site at http://www.sec.gov. Free copies of the Offer
Document and the Proxy Statement/Prospectus 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.
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
[NORMANDY MINING LIMITED LOGO]
[graphic of gold coins in the background]
NEWMONT + NORMANDY + FRANCO-NEVADA = NEW NEWMONT
THE NEW GOLD STANDARD FOR THE 21ST CENTURY
Newmont Mining Corporation proposes to acquire Normandy Mining Limited and
Franco-Nevada Mining Corporation Limited to create the world's largest gold
producer. The new company will be:
o #1 in gold production (8.2 million ounces in 2001);
o #1 in reserves (97 million ounces); and
o #1 in EBITDA.
New Newmont will provide investors a clear choice premised on a belief in
gold's intrinsic, long-term value and its relevance to a balanced portfolio.
New Newmont will have:
o The most leverage to a rising gold price (least hedged of major producers);
o A strong balance sheet (a net-debt to net-book capital ratio of 24%);
o Low political and socio-economic risk (approximately 70% of production in
North America and Australia); and
o Superior trading liquidity (approximately US$62 million in average daily
trading volume in major global markets based on combined historical trading
performance).
New Newmont will combine unparalleled managerial capabilities with these
operating strengths:
o Low cash cost of approximately US$175 per ounce of gold produced;
o 22 mines on five continents;
o Premier land positions in world-class gold districts plus a portfolio of
promising development and exploration projects;
o Steady stream of royalty income backed by unique merchant banking expertise;
and
o Demonstrated commitment to environmental quality and socio-economic
development.
THE TRANSACTIONS CONSOLIDATE THESE STRONG COMPANY ATTRIBUTES
--------------------------------------------------------------------------------------------------------------------------
NEWMONT (U.S.) NORMANDY (AUSTRALIA) FRANCO-NEVADA (CANADA)
o Largest gold producer in both o Australia's largest gold producer o Leading precious minerals royalty
North and South America o Additional operations in U.S., Europe, company with interests in major gold,
o Discoveries resulted in Carlin Trend Africa and South America platinum and diamond mines
in Nevada and Yanacocha District o Recognized exploration and o History of superior returns to
in Peru development capabilities investors
o Global operating capabilities with o Portfolio of promising development o Strategic focus and merchant banking
operations in Uzbekistan and projects skills
Indonesia o Leader in environmental protection o Strong balance sheet with no debt
o Recognized R&D leader in and sustainability
exploration and metal extraction
--------------------------------------------------------------------------------------------------------------------------
TERMS OF THE TRANSACTIONS
--------------------------------------------------------------------------------
NORMANDY TRANSACTION FRANCO-NEVADA TRANSACTION
o 0.0385 of a Newmont common share o 0.8 of a Newmont common share, or
per Normandy ordinary share (to be Canadian exchangeable share, per
tradeable in Australia), plus Franco-Nevada common share
A$0.50 per ordinary share cash o Implied price of C$28.36 on November
payment 13, the day prior to announcement
o Implied offer price per share of of the transaction*
A$1.94 based on closing stock prices o Exchange for Newmont shares intended
and the A$ exchange rate on to be tax-free
January 2, the day prior to the o Exchangeable shares to trade on
announcement of the transaction* Toronto Stock Exchange
o 50.1% minimum acceptance condition, o Exchangeable shares intended to be
including 19.9% owned by Canadian property
Franco-Nevada
o No capital gains tax for scrip,
provided 80% of shares accepted
Normandy shareholders initially to Franco-Nevada shareholders initially to
own approximately 18% of New Newmont own approximately 32% of New Newmont
*Will vary depending on current market price. Shareholders should obtain
updated quotes on Newmont share price
--------------------------------------------------------------------------------
NEW NEWMONT SNAPSHOT
Last twelve months ended Sept. 30, 2001.
Dollars are US in millions unless indicated otherwise. (1)
Newmont Normandy Franco-Nevada NEW NEWMONT
--------------------------------------------------------------------------------------------------
Proven & probable
gold reserves (mm oz) (2) 66 26 4 (3) 97 (3)
Production (mm oz) 5.8 2.4 0.3 (3) 8.6 (3)
Cash costs per oz $ 179 $ 160 $ 228 (3) $ 175 (3)
Total costs per oz $ 209 $ 224 $ 291 (3) $ 217 (3)
EBITDA (4) $ 573 $ 276 $ 123 $ 972
Cash $ 98 $ 193 $ 547 $ 288 (5)
Debt $ 1,282 $ 672 $ 0 $ 2,068 (5)
Net book capitalization (6) $ 2,874 $ 876 $ 428 $ 7,339
Diluted shares outstanding (mm) 197 2,238 160 394
(1) Average exchange rates used for the Australian dollar and Canadian dollar were US$0.515 and US$0.653, respectively.
(2) Latest public filings.
(3) Reflects proportional 49.5 percent ownership of Echo Bay and equivalent ounces attributable to Franco-Nevada's royalty
interests.
(4) EBITDA is defined as revenues minus the cost of sales plus depreciation, depletion and amortization plus amortization of mining
cost plus amortization of put options minus general and administrative costs minus exploration and research.
(5) Net of transaction adjustments including trasaction costs of estimated US$90 million and payment of A$0.50 per ordinary share
to Normandy shareholders; pro forma debt includes mark to market adjustment to Normandy debt.
(7) Net book capitalization is defined as net debt plus minority interest plus book equity plus preferred stock. The purchase price
for calculation of book equity was determined by using the average price of Newmont's common stock for the two days before and
the two days after the announcement of the revised Newmont bid for Normandy on January 2, 2002. Such average price was
US$19.01.
THE NEW NEWMONT FACT SHEET / PAGE 2
LEADERSHIP
Wayne W. Murdy, Chairman, President and Chief Executive Officer of Newmont to be
Chairman and CEO Pierre Lassonde, President and Co-Chief Executive of
Franco-Nevada to be President
BOARD OF DIRECTORS
The Board of Directors of the New Newmont will have up to 17 members,
including Mr. Lassonde and Seymour Schulich, Chairman and Co-Chief Executive
Officer of Franco-Nevada. Robert Champion de Crespigny, Chairman and
Chief Executive Officer of Normandy, and one other current Normandy director
will be offered positions on the New Newmont Board of Directors.
NEW NEWMONT GOLD INTERESTS
[World map marked to show the following Normandy and Newmont gold interests:
Core Operations:
Midas, Nevada
Carlin, Nevada
Phoenix, Nevada
Lone Tree, Nevada
Twin Creeks, Nevada
Yanacochoa
Nevada
Tanami
Yandal
Boddington
Kalgoorlie
Batu Hijau
Strategic Operations:
Yamfo-Sefwi
Akim
Martabe
Zarafshan
Pijingo/Vera-Nancy
Martha
Others:
Mesquite
La Herradura
New Britannia
Musselwhite
Golden Giant
Holloway
La Coipa
Kori Kollo
Crixas
Paracatu
Ovacik
Minahasa
Australian Magnesium Corporation]
LARGEST GLOBAL LAND POSITION TOTALING 94,000 SQ. MILES/244,000 SQ. KM.
3 MAJOR GOLD REGIONS OF NEVADA, PERU AND WESTERN AUSTRALIA = 69% OF RESERVES
CORPORATE STOCK INFORMATION - PRINCIPAL MARKETS AND TRADING SYMBOLS
Newmont: NYSE: NEM for the common stock and NEM Pr for the preferred stock
Normandy: ASX: NDY
Franco-Nevada: TSE: FN
NEWMONT CORPORATE HEADQUARTERS
1700 Lincoln Street
Denver, CO 80203
(303) 863-7414
1-800-810-6463
For more information about Newmont, please visit www.newmont.com.
Please also visit www.normandy.com.au and www.franco-nevada.com.
THE NEW NEWMONT FACT SHEET / PAGE 3
IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties,
has recommended Newmont's offer to Normandy shareholders, Normandy has not
provided unqualified assistance to Newmont in making its offer. Among other
things, Normandy has refused to provide Newmont with certain financial
information, and it has not permitted its auditors to issue a consent in respect
of financial information relating to Normandy.
CAUTIONARY STATEMENT
This fact sheet 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.
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 "expects," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this fact sheet
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 uncertain-ties 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 has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes an Offer Document) and a Proxy Statement/Prospectus
on Schedule 14A. Investors and security holders are advised to read the Offer
Document and the Proxy Statement/Prospectus, which were mailed beginning on
January 11, 2002, because they contain important information. Investors and
security holders may obtain free copies of the Offer Document and the Proxy
Statement/Prospectus and other documents filed by Newmont with the Commission at
the Commission's web site at http://www.sec.gov. Free copies of the Offer
Document and the Proxy Statement/Prospectus 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.
Jan. 23, 2002
THE NEW NEWMONT FACT SHEET / PAGE 4
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2, 3 AND 4.
PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
ITEM 1. Approval of the adoption of the FOR AGAINST ABSTAIN
Agreement and Plan of Merger, [ ] [ ] [ ]
dated as of January 8, 2002,
by and among Newmont Mining
Corporation, DeltaHoldco Corp.
and Delta Acquisitionco Corp.
ITEM 2. Approval of the amendment to the FOR AGAINST ABSTAIN
Restated Certificate of [ ] [ ] [ ]
Incorporation of Newmont Mining
Corporation to increase the number
of shares of common stock authorized.
ITEM 3. Approval of the issuance of the FOR AGAINST ABSTAIN
shares of common stock of Delta [ ] [ ] [ ]
Holdco Corp. (to be renamed "Newmont
Mining Corporation") or, in the event
that the holding company restructuring
contemplated by the merger agreement
is not completed, shares of common
stock of Newmont, to be issued pursuant
to Newmont's proposed acquisitions
of Normandy Mining Limited and
Franco-Nevada Mining Corporation Limited.
ITEM 4. Approval of the adjournment of FOR AGAINST ABSTAIN
the Special Meeting, if necessary, [ ] [ ] [ ]
to permit further solicitation of
proxies, in the event that there
are not sufficient votes at the
time of the Special Meeting to
approve the above proposals.
The undersigned hereby authorizes the proxies, in their discretion, to vote on
any other business which may be brought before the meeting or any adjournment
thereof. By execution of this Proxy, the undersigned hereby authorizes such
proxies or their substitutes to vote in their discretion on such business as may
properly come before the Special Meeting.
Proxies can only be given by holders of record of Newmont common stock on the
Record Date. Please sign your name below exactly as it appears on your stock
certificate(s) on the Record Date or on the label affixed hereto. When the
shares of Newmont common stock are held of record by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by president or authorized officer. If a partnership, please sign in
partnership name by authorized person.
The undersigned acknowledges receipt of
the Notice of Special Meeting of Stockholders and of the Proxy Statement.
SIGNATURE(TITLE,IF ANY)---------SIGNATURE(IF HELD JOINTLY)---------DATE-----2002
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
---------------------------------------
INTERNET
HTTP://WWW.EPROXY.COM/NEM
Use the Internet to vote your
proxy. Have your proxy card in
hand when you access the web
site. You will be prompted to enter
your control number, located in
the box below, to create and submit
an electronic ballot.
---------------------------------------
OR
---------------------------------------
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to
vote your proxy. Have your proxy
card in hand when you call. You will
be prompted to enter your control
number, located in the box below,
and then follow the directions given.
---------------------------------------
OR
---------------------------------------
MAIL
Mark, sign and date
your proxy card
and
return it in the
enclosed postage-paid
envelope.
---------------------------------------
IF YOU SUBMIT YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
PROXY
NEWMONT MINING CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
February 13, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF NEWMONT MINING CORPORATION
The undersigned, a holder of record of shares of common stock, par value
$1.60 per share, of Newmont Mining Corporation ("Newmont") at the close of
business on January 4, 2002 (the "Record Date") hereby appoints Bruce D. Hansen,
W. Durand Eppler and Britt D. Banks, and each or any of them, the proxy or
proxies of the undersigned, with full power of substitution and revocation, to
represent the undersigned and to vote all shares of the common stock of Newmont
registered in the name of the undersigned, which the undersigned is entitled to
vote at the Special Meeting of Stockholders of Newmont with respect to the
proposals on the adoption of the agreement and plan of merger by and among
Newmont and two of its subsidiaries relating to the holding company
restructuring of Newmont, the amendment to the Restated Certificate of
Incorporation of Newmont to increase the authorized number of shares of Newmont
common stock, the issuance of the shares of Newmont common stock or the shares
of the holding company's common stock in connection with the completion of the
proposed acquisitions of Franco-Nevada Mining Corporation Limited, a Canadian
corporation, and Normandy Mining Limited, an Australian corporation, the
adjournment of the Special Meeting, if necessary, to permit further solicitation
of proxies and on all other matters which may come before the Special Meeting of
Stockholders of Newmont to be held on February 13, 2002 at 8:00 a.m., local
time, at The Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado, or
any adjournment or postponement thereof.
PLEASE VOTE ON ANY ITEM AS INDICATED ON THE REVERSE SIDE. THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF YOU WISH TO VOTE
IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, PLEASE SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE CHECKED.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
OR
--
2. Call TOLL FREE 1-800-435-6710 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
OR
--
3. Vote by Internet at our Internet Address: http://www.eproxy.com/nem
PLEASE VOTE
NEWMONT MINING CORPORATION SPECIAL MEETING TO BE HELD ON 2/13/02 AT
08:00 A.M. MST FOR HOLDERS AS OF 01/4/02
*ISSUER CONFIRMATION COPY - INFO ONLY *
----------------------------------------------------------
| THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. |
| PLEASE DO NOT USE IT FOR VOTING PURPOSES. |
----------------------------------------------------------
NEWMONT MINING CORPORATION
02/13/02 AT 08:00 A.M. MST
79869 ITEM(S) 9581585.9124 SHARE(S)
FOR AGAINST ABSTAIN
1 - APPROVAL OF THE ADOPTION --->>> FOR --->>> 1
OF THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF D O N O T U S E
JANUARY 2, 2002, BY AND
AMONG NEWMONT MINING D O N O T U S E
CORPORATION, DELTA HOLDCO
CORP. AND DELTA ACQUISITION
CORP
FOR AGAINST ABSTAIN
2 - APPROVAL OF THE AMENDMENT --->>> FOR --->>> 2
TO THE RESTATED CERTIFICATE
OF INCORPORATION OF NEWMONT D O N O T U S E
MINING CORPORATION TO
INCREASE THE NUMBER OF SHARES D O N O T U S E
OF COMMON STOCK AUTHORIZED
FOR AGAINST ABSTAIN
3 - APPROVAL OF THE ISSUANCE OF --->>> FOR --->>> 3
THE SHARES OF COMMON STOCK
OF DELTA HOLDCO CORP. OR,
IN THE EVENT THAT THE
HOLDING COMPANY RESTRUCTURING D O N O T U S E
CONTEMPLATED BY THE MERGER
AGREEEMENT IS NOT COMPLETED,
SHARES OF COMMON STOCK OF
NEWMONT, TO BE ISSUED PURSUANT D O N O T U S E
TO NEWMONT'S PROPOSED ACQUISITIONS
OF NORMANDY MINING LIMITED AND
FRANCO-NEVADA MINING
COPRORATION LIMITED
FOR AGAINST ABSTAIN
4 - APPROVAL OF THE ADJOURNMENT ---->>> FOR --->>> 4
OF THE SPECIAL MEETING, IF
NECESSARY, TO PERMIT FURTHER D O N O T U S E
SOLICITATION OF PROXIES, IN
THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME D O N O T U S E
OF THE SPECIAL MEETING TO
APPROVE THE ABOVE PROPOSALS
FOR AGAINST ABSTAIN
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF
D O N O T U S E
D O N O T U S E
D O N O T U S E
PLACE "X" HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING
[ADP LOGO]
51 MERCEDES WAY
EDGEWOOD NY 11717
NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
ATTN: ARDIS YOUNG
VOTING INSTRUCTIONS
-------------------
TO OUR CLIENTS:
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE
TO SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH
SECURITIES CAN BE VOTED ONLY BY US AS THE HOLDER OF RECORD. WE SHALL BE PLEASED
TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE
FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS
UNDERSTOOD THAT, IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM, THE SECURITIES
WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE
CONSIDERED AT THE MEETING.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE
ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE
VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM.
VOTING INSTRUCTION NUMBER 1 -
---------------------------
WE URGE YOU TO SEND IN YOUR INSTRUCTIONS SO THAT WE MAY VOTE YOUR SECURITIES IN
ACCORDANCE WITH YOUR WISHES. HOWEVER, THE RULES OF THE NEW YORK STOCK EXCHANGE
PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF
THE FIRST VOTE, THE PROXY MAY BE GIVEN AT DISCRETION BY THE HOLDER OF RECORD OF
---------------------------------------------------------------
THE SECURITIES (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15
--------------
DAYS PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF PROXY MATERIAL WAS
MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO
COMMUNICATE WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS,
EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR
INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
VOTING INSTRUCTION NUMBER 2 -
---------------------------
WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT, UNDER THE RULES OF THE NEW YORK
STOCK EXCHANGE, WE CANNOT VOTE YOUR SECURITES ON ONE OR MORE OF THE MATTERS TO
---------------------------------------------------------------
BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC VOTING INSTRUCTIONS. IF WE DO
----------------------------------------------------------------------
NOT HEAR FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, WE MAY VOTE YOUR
----------------
SECURITIES IN OUR DISCRETION TO THE EXTENT PERMITTED BY THE RULES OF THE
------------------------------------------------------------------------
EXCHANGE (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15 DAYS
--------
PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED
25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO COMMUNICATE
WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR VOTING INSTRUCTIONS, EVEN
IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE
RECEIVED PRIOR TO THE MEETING DATE.
VOTING INSTRUCTION NUMBER 3 -
---------------------------
IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE
----------
NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE, SIGN
----------------------------------------------------------
AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE
PROVIDED.
VOTING INSTRUCTION NUMBER 4 -
---------------------------
REMINDER - WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO
--------
THE MEETING OF SHAREHOLDERS OF THE COMPANY INDICATED.
ACCORDING TO OUR LATEST RECORDS, WE HAVE NOT AS YET RECEIVED YOUR VOTING
INSTRUCTION ON THE MATTERS TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS
REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES
VOTED.
THE VOTING INSTRUCTIONS REQUESTED PERTAINS TO SECURITIES CARRIED BY US IN YOUR
ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH SECURITES CAN BE VOTED ONLY BY US
AS THE HOLDER OF RECORD OF THE SECURITIES.
PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE
RETURN ENVELOPE PROVIDED.
--------------------------------------------------------------------------------
SHOULD YOU WISH TO ATTEND THE MEETING AND VOTE IN PERSON, PLEASE CHECK THE BOX
ON THE FRONT OF THE FORM FOR THIS PURPOSE. A LEGAL PROXY COVERING YOUR
SECURITIES WILL BE ISSUED TO YOU.
ATTN: SHAREHOLDERS
TWO EASY WAYS TO VOTE
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VOTE BY TELEPHONE [GRAPHIC OF TELEPHONE]
It's fast, convenient and your vote is
immediately confirmed and posted.
CALL THE TOLL-FREE 1-800 NUMBER
LISTED ON THE ENCLOSED VOTING
INSTRUCTION FORM
FOLLOW THE 4 EASY STEPS:
1. Read the accompanying Letter and Voting Instruction Form.
2. Call the toll-free phone number.
3. Enter your 12-digit control number located in the
gray shaded box on the right side of your Voting Instruction Form.
4. Follow the simple instructions.
MAKE YOUR VOTE COUNT!
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--------------------------------------------------------------------------------
VOTE BY INTERNET [GRAPHIC OF COMPUTER]
It's fast, convenient and your vote is immediately confirmed and posted.
You will also have the option to register to receive future materials via the
Internet, when available.
WWW.PROXYVOTE.COM
FOLLOW THE 4 EASY STEPS:
1. Read the accompanying Letter and Voting Instruction Form.
2. Go to website www.proxyvote.com.
3. Enter your 12-digit control number located in the gray shaded box on
the right side of your Voting Instruction Form.
4. Follow the simple instructions.
MAKE YOUR VOTE COUNT!
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AND REMEMBER...
YOUR VOTE BY TELEPHONE OR INTERNET WILL HELP YOUR COMPANY SAVE MONEY!!!
DO NOT RETURN YOUR VOTING FORM IF YOU VOTED BY TELEPHONE OR INTERNET.