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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[NEWMONT LOGO]
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203 NEWS RELEASE
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MEDIA CONTACT: INVESTOR CONTACT:
Doug Hock Wendy Yang
303-837-5812 303-837-6141
NEWMONT SPECIAL MEETING TO BE HELD ON 13 FEBRUARY 2002;
ACQUISITIONS OF NORMANDY AND FRANCO-NEVADA ON TRACK
SYDNEY, 10 January 2002 (Denver, 9 January 2002) -- Newmont Mining Corporation
(NYSE: NEM) announced today that the special meeting of Newmont shareholders to
consider matters relating to Newmont's bid for Normandy Mining Limited (ASX:
NDY) and acquisition of Franco-Nevada Mining Corporation Limited (TSE: FN) has
been scheduled for 13 February 2002. The special meeting will be held at the
Brown Palace Hotel in Denver, Colorado, at 8:00 am (local time). Newmont
shareholders of record at the close of business on 4 January 2002 will be
entitled to vote at the special meeting and will receive proxy materials when
mailed.
Shareholders of Franco-Nevada will meet on 30 January 2002 to approve Newmont's
acquisition of Franco-Nevada.
"We are on track to complete our bid for Normandy and acquisition of
Franco-Nevada in mid-February. We have every confidence that, within that
timeframe, we can satisfy the remaining conditions to those transactions and
meet our commitments to Normandy shareholders under our bid. We also are
confident of the value to be realized by shareholders of all three companies
through our creation of the world's leading gold company," said Newmont
Chairman, President and Chief Executive Officer Wayne W. Murdy.
# # #
IMPORTANT INFORMATION
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.
IMPORTANT NOTICE FOR HOLDERS IN THE UNITED STATES AND CANADA
Although Newmont Mining Corporation has lodged its Bidder's Statement in
Australia and mailed it to shareholders of Normandy Mining Limited who reside
outside of the United States and Canada, the offer by Newmont is not currently
being made to shareholders in the United States and Canada. In addition, the
Newmont offer cannot be accepted by shareholders in the United States and Canada
until Newmont's Registration Statement on Form S-4 has been declared effective
by the U.S. Securities and Exchange Commission.
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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 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 has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes a preliminary prospectus) on December 20, 2001 and a
preliminary proxy statement on December 26, 2001. Investors and security holders
are advised to read the preliminary prospectus and preliminary proxy statement,
which are available now, and the definitive prospectus and definitive proxy
statement, when they become available, because they contain and will contain
important information. Investors and security holders may obtain free copies of
the preliminary prospectus and preliminary proxy statement (which are available
now) and the definitive prospectus and definitive proxy statement (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 preliminary
prospectus and preliminary proxy statement, now available, and the definitive
prospectus and definitive proxy statement, 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.
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