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
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A TIME FOR GOLD
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Special Shareholders Meeting
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January 30,2002
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EXCHANGEABLE SHARES OR NEWMONT COMMON
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o BENEFITS OF EXHANGEABLE SHARES: FOR CANADIAN SHAREHOLDERS
- Canadian property for RRSP's and other registered plans
- Deferral of capital gains
- Dividends eligible for Canadian tax treatment
- TSE listing quoted in Canadian dollars
o BENEFITS OF NEWMONT COMMON:
FOR U.S. SHAREHOLDERS
- Deferral of capital gain
- NYSE listing quoted in U.S. dollars
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WHAT SHAREHOLDERS NEED TO DO
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SHAREHOLDERS HOLDING THROUGH BROKERS
BY 5:00 PM ON FEB 12, if you elect to receive Exchangeable
shares you should advise whether you are:
o a Resident of Canada outside of Quebec
o a Resident of Quebec
o a partnership
o tax deferal is not necessary (i.e. RRSPs)
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WHAT SHAREHOLDERS NEED TO DO
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REGISTERED SHAREHOLDERS
BY 5:00 PM ON FEB 15, complete Letter of Transmittal and
Election Form (blue paper) and return with your Franco-Nevada
share certificates to Computershare Trust Company of Canada:
Call Computershare at 1-800-663-9097
or fax 1-416-981-9803
or obtain forms from www.franco-nevada.com
If no election for Exchangeables is received by Computershare in
respect of your shares, then by default you will recEIve Newmont
common shares
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IMPLEMENTATION STEPS
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KEY DATES
o Final Court Order February 1, 2002
o Newmont Shareholder Vote February 13, 2002
o Normandy Bid scheduled to expire February 15, 2002
Provided all shareholder votes are positive and 50.1% of the Normandy
share are committed to the Newmont bid on February 15, it is currently
anticipated that:
o Franco-Nevada Arrangement will February 15, 2002
be effective
o Franco-Nevada delisted at close February 19, 2002
o Exchangeables begin trading on TSE February 20, 2002
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FRANCO-NEVADA'S PROVEN TRACK RECORD
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$1,000
INVESTED IN FRANCO-NEVADA'S IPO
... IS TODAY WORTH
$664,000
A 38% COMPOUNDED ANNUAL RATE OF RETURN
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NEW NEWMONT CREATES VALUE FOR FRANCO-NEVADA SHAREHOLDERS
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o TAX-FREE ROLLOVER
O EXCHANGEABLES REMAIN CANADIAN PROPERTY
O DELIVERS EXCELLENT LEVERAGE TO GOLD
O OWN 32% OF THE LEADING GLOBAL GOLD COMPANY
O NO HEDGING PHILOSOPHY
O NYSE LISTING
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FRANCO-NEVADA'S FOUNDERS ARE COMMITTED TO NEW NEWMONT
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o SEYMOUR SCHULICH & PIERRE LASSONDE COMMITTED TO FURTHER INCREASING
SHAREHOLDER VALUE:
- Pierre Lassonde will be President of New Newmont
- Seymour Schulich will be a Director of New Newmont, Chairman of the
Merchant Banking Division and the largest non-institutional
shareholder
- agreed to a three year escrow arrangement
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THE NEW INDUSTRY LEADER
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[Graph depicting 2001E production (MM oz.) v. Enterprise
value (US$ millions)(3)]
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]
o Size of circles proportionate to reported gold reserves
o Substantially hedged producers shown in blue
Source: Public filings
(1) Reflects the sum of Newmont, Normandy and Franco-Nevada enterprise values
as of November 9, 2001; includes production attributable to Franco-Nevada's
share of Echo Bay
(2) AngloGold's reserves assume sale of Free State assets
(3) Enterprise value represents market capitalization plus net debt, minority
interests and preferred stock
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THE "GO TO" NON-HEDGING GOLD STOCK
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Total combined market capitalization (US$41 billion)(1)
[Pie chart depicting:
amount
New Newmont 20%
Non-hedgers (US$18 billion)
Other Non-hedgers(3) 24%
Hedgers(2) 56%
(US$23 billion)
NEW NEWMONT WILL CONSTITUTE 45% OF THE TOTAL
MARKET CAPITALIZATION OF ALL NON-HEDGERS
1 As of January 28, 2002.
2 Hedged stocks include: Barrick, AngloGold, Placer Dome, Buenaventura, Lihir,
Newcrest, Sons of Gwalia, Aurion Gold, Ashanti, Avgold, Kinross, GRD, Hill 50
Gold, Echo Bay, Cambior and Resolute Mining.
3 Other un-hedged stocks includes: Gold Fields, Freeport, GoldCorp, Harmony,
Meridian, Agnico-Eagle, Glamis Gold, Durban Deep, Western Areas, IAMGOLD,
TVX Gold and Royal Gold.
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LARGEST GLOBAL LAND POSITION
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[World map marked to show the following gold interests:
Nevada 34mm oz. reserve base
Golden Giant
Holloway
Yanacocha 19mm oz. reserve base
Yamfo-Sefwi
Zarafshan
Martabe
Batu Hijau 7mm oz. reserve base
Tanami 3mm oz. reserve base
Western Australia 14 mm oz. reserve base
Martha]
LARGEST GLOBAL LAND POSITION = 94,000 SQ. MILES (60 MILLION ACRES)
ABOUT THE SIZE OF THE UNITED KINGDOM
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FUNDAMENTALS OF GOLD PRICE VERY POSITIVE
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S&P 500 INDEX/GOLD PRICE (1871-2001)
[LINE GRAPH SHOWING S&P 500 INDEX/GOLD PRICE FOR THE YEARS FROM 1871 TO
2001 (IN TEN YEAR INCREMENTS) STARTING WITH APPROXIMATELY 1.5 US$/OZ.
AND ENDING WITH APPROXIMATELY 18.5 US$/OZ, INCLUDING A 1998 PEAK AT
APPROXIMATELY 25 US$/OZ.]
o Mine output set to fall
o Producer hedging is decreasing
o US$ over-valued
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WHY GOLD IS GOING UP
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SUPPLY IS DECREASING
Reduced hedging and short sales combine with flat mine production and stable
central bank sales, resulting in reduced gold supply
[Bar graph depicting total supply in tonnes of gold
Mine Official sector Old gold Net producer Implied net
production sales scrap hedging disinvestment
1997 2479 326 628 504 297
1998 2538 374 1097 97 0
1999 2568 464 616 506 0
2000 2580 471 608 0 322
2001 2595 468 695 0 46]
Source: GFMS data
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WHY GOLD IS GOING UP
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PRODUCER HEDGING IS DECREASING
Producers have been net buyers of gold in 2000 and 2001
[Bar graph depicting net producer hedging in tonnes of gold:
Tonnes of gold Net Producer Hedging
1992 135
1993 142
1994 105
1995 475
1996 142
1997 504
1998 97
1999 506
2000 -15
2001E -101]
Source: GFMS data
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WHY GOLD IS GOING UP
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4-YEAR GOLD PRICE PERFORMANCE
[Line graph depicting US$ Gold Spot between 1/2/1998 and 1/11/2002, with a sharp
upward spike in the first half of 1999.]
[Line graph depicting Euro Gold Spot between 1/2/1998 and 1/11/2002,
progressively increasing.]
[Line graph depicting Rand Gold Spot between 1/2/1998 and 1/11/2002,
progressively increasing and with a sharp increase in the second half of 2001.]
[Line graph depicting Yen Gold Spot between 1/2/1998 and 1/11/2002, declining
between 1998 and 2000, and then slowly rising.]
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THE NEW GOLD STANDARD
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[Graphic of #1]
o Balance sheet strength
LEVERAGE TO GOLD
o Low cash costs
RESERVES
o Balanced political risk
GOLD PRODUCTION
o Management strength
TRADING LIQUIDITY
o "No hedging" philosophy
EBITDA
o U.S. Domicile
o NYSE listing
[Graphic of gold bars]
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#1 IN RESERVES
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RESERVES
[Bar graph depicting reserves in Million oz.:
[US Flag] Newmont PF(1) 97
[South African Flag] Gold Fields 79
[Canadian Flag] Barrick(2) 76
[South African Flag] AngloGold(3) 68
[Canadian Flag] Placer Dome 47
Source: Most recent public filings
1 Includes reserves of 66.3 mm oz. for Newmont, 26.4 mm oz. for Normandy, 2.2 mm
oz. of equivalent reserves for Franco-Nevada and 2.2 mm oz. of reserves to
reflect Franco-Nevada's 49% ownership of Echo Bay
2 SEC Filing of November 9, 2001
3 AngloGold reserves assume sale of Free State assets
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#1 IN PRODUCTION
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2001E PRODUCTION(1)
[Bar graph depicting 2001E Production in Million oz.:
[US Flag] Newmont PF(2) 8.2
[Canadian Flag] Barrick 6.1
[South African Flag] AngloGold(3) 5.6
[South African Flag] Gold Fields 3.7
[Canadian Flag] Placer Dome 2.9
Source: Most recent public filings
1 Pro forma for the acquisitions, Newmont will account for approximately 9% of
global gold production (Gold Fields Mineral Services)
2 Newmont includes production attributable to Franco-Nevada's share of Echo Bay
3 AngloGold reserves assume sale of Free State assets
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#1 IN EBITDA
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NOT VULNERABLE TO DROP IN HEDGING CASH FLOW OR POTENTIAL HEDGING LOSSES
LAST TWELVE MONTHS EBITDA
[Bar graph depicting:
EBITDA in US$ millions
EBITDA Hedge gain (2) Total
[U.S. flag] Newmont PF 938 34.6 972
[Canadian flag] Barrick 461 321 782
[South African flag] AngloGold (1) 440 193 633
[Canadian flag] Placer Dome 291 165 456
[South African flag] Gold Fields 236 -3 233]
Source: Public filings; EBITDA defined as revenue less: cost of sale (excluding
DD&A), SG&A, exploration and research and other operating expenses;
Franco-Nevada revenue includes interest income
(1) AngloGold EBITDA includes Free State (approximately $55MM), EBITDA excluding
Free State is approximately $578MM
(2) Hedge gain = Last twelve months production multiplied by the result of last
twelve months realized gold price less last twelve months average spot gold
price.
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#1 IN TRADING LIQUIDITY
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[Bar graph depicting:
Average daily dollar trading volume(1) vs. US$ Millions
[U.S. flag] Newmont PF(2) 62
[Canadian flag] Barrick(3) 58
[Canadian flag] Placer Dome 33
[South African flag] AngloGold 15
[South African flag] Gold Fields 7]
Source: Bloomberg
(1) Average daily trading volume for the six-month period ending November 9,
2001, prior to Newmont's initial announcement of its proposed acquisitions
of Franco-nevada and Normandy
(2) Newmont PF caluculated by adding the volumes of Newmont, Normandy and
Franco-Nevada
(3) ABX/HM combined average daily volume presented is for the six months prior
to their merger announcement given substantial post-announcement arbitrage
activity
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STRONG BALANCE SHEET & FINANCIAL FLEXIBILITY
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NEWMONT NET DEBT/TOTAL CAPITALIZATION(1)
[Bar graph depicting:
Pro forma 24.00%
1-year goal <20%
Longer-term goal <10%]
Note: Newmont PF book capitalization reflects Newmont's acquisition of Normandy
and Franco-Nevada, Normandy capitalization pro forma for the anticipated
deconsolidation of Australian Magnesium Corporation and the acquisition of Otter
Mines by Normandy NFM
1 Net book capitalization defined as book value of equity plus net debt plus
minority interest and preferred stock; as of Sept 30, 2001
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BALANCED POLITICAL RISK PROFILE
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PRODUCTION (8 MM OZS ANNUALLY)
[Pie chart depicting production:
[U.S./Canadian Flag] 46%
[Australian Flag] 25%
South America 16%
Other 13%]
OVER 70% OF NEWMONT'S PRODUCTION(1) WILL BE
IN COUNTRIES RATED AAA(2) BY S&P
Source: Public filings
1 Production attributable to Newmont, Normandy and Franco-Nevada, including
Franco-Nevada's stake in Echo Bay (assuming conversion of capital securities)
2 S&P local currency credit rating
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#1 IN LEVERAGE TO GOLD
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ESTIMATED INCREASE IN ANNUAL PRE-TAX CASH FLOW
FROM US$25 INCREASE IN GOLD PRICE(1),(2),(3)
[Bar graph depicting estimated increase in US$ millions:
[U.S. flag] Newmont PF 162 ----------------> 196
Further upside as
"New Newmont" unwinds
its hedge book
[South African flag] Gold Fields 90
[Canadian flag] Placer Dome 36
[Canadian flag] Barrick 25
[South African flag] AngloGold(4) 8]
Based on analysis of public filings
(1) US$25 per ounce multiplied by unhedged 2001E production
(2) Newmont includes pre-tax cash flow from Normandy and Franco-Nevada. Assumes
a gold price increase from US$275 per ounce to US$300 per ounce
(3) For the last twelve months to November 9, 2001
(4) Pro forma for the sale of Free State assets; assumes no adjustment to hedge
book
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THE NEW GOLD STANDARD
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LEVERAGE
TO RISING
GOLD PRICE
^ LARGEST NON-HEDGED GOLD PRODUCER
| PROVIDES SHAREHOLDERS MOST LEVERAGE TO GOLD
|
|
| DEVELOPMENT PROJECTS TO ADD UPSIDE
| POTENTIAL
|
| MERCHANT BANKING WEALTH CREATION
|
| WORLD CLASS CORE PROPERTIES WITH LOW CASH
| COSTS AND HIGH CASH FLOWS
|
| ROYALTY CASH FLOW AS NATURAL HEDGE AGAINST
| LOW GOLD PRICE
|
| STRONG BALANCE SHEET
V
STABILITY AT
LOWER GOLD PRICES
[graphic of gold bars]
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NEWMONT MINING CORPORATION
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THE NEWMONT
GOLD
STANDARD
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CAUTIONARY STATEMENT
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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 presentation 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 presentation
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.