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
December 10, 2001
NEWMONT + NORMANDY + FRANCO-NEVADA =
THE NEW GOLD STANDARD FOR THE 21ST CENTURY
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
THE BEST PRICE
THE BEST VALUE
FOR NORMANDY SHAREHOLDERS
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS RECEIVE:
THE BEST PRICE
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------------------------- -------------------------
AngloGold Newmont
------------------------- -------------------------
A$1.65 A$1.90
------------->
A$0.20 Cash 100% more cash A$0.40 Cash
A$1.45 Stock A$1.50 Stock
------------------------- -------------------------
Note: Based on closing share prices as of 7 December 2001
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[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS RECEIVE:
STOCK WITH SUPERIOR PERFORMANCE
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Shareholder returns = total share price appreciation + dividends (assumes
reinvestment of dividends)
One year shareholder returns(1) Annualised shareholder returns
over the last three years (1)
11.7% (6.3%) 13.8% 4.1%
------------------------------- ------------------------------
Newmont AngloGold Newmont AngloGold
(1) Source: Factset; data for the period ending 31 August 2001 (prior
to AngloGold's original offer for Normandy)
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NEWMONT PROVIDES:
A STRONG COMMITMENT TO THE AUSTRALASIAN REGION
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o Newmont has a strong presence in Australasia
- Newmont interests in Pajingo, Batu Hijau and Lihir Gold
o Normandy provides platform for future growth
o Regional operations managed from Australia
o Commitment to maintaining an Australian shareholder base and ASX listing
- Trading on ASX to be actively promoted with CHESS Depository
Interests
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[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS RECEIVE:
TRANSACTION CERTAINTY
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o Newmont bid to be recommended by Normandy Board, subject to
fiduciary duties
o 19.99% of Normandy shares committed by Franco-Nevada
o Newmont bidder's statement to be lodged within a week
o Targeted to complete by mid-February
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
CREATING SIGNIFICANT VALUE FOR SHAREHOLDERS
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o #1 in reserves \
o #1 in gold production \
o #1 in leverage to gold \
o #1 in trading liquidity \
o #1 in EBITDA \ THE NEW GOLD
o Balance sheet strength and \ STANDARD FOR
financial flexibility / THE 21ST
o Low cash costs / CENTURY
o Balanced political risk /
o Management strength /
o North American stock /
o "No hedging" philosophy /
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
...WITH THE INDUSTRY'S MOST ATTRACTIVE ASSET PORTFOLIO
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[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
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS RECEIVE:
A MORE BALANCED RISK PROFILE IN TERMS OF RESERVES...
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[PIE CHARTS]
NEWMONT PF RESERVES(1) ANGLOGOLD PF RESERVES(2)
(97 million oz.) (94 million oz.)
-------------------------------- -----------------------------------
[AMERICAN FLAG/CANADIAN FLAG] 43% [AMERICAN FLAG/CANADIAN FLAG] 10%
South America 23% [AUSTRALIAN FLAG] 25%
[AUSTRALIAN FLAG] 18% Africa 58%
Other 16% Other 7%
OVER 60% OF NEWMONT'S RESERVES WILL APPROXIMATELY 35% OF ANGLOGOLD'S
BE IN COUNTRIES RATED AAA(3) RESERVES WILL BE IN COUNTRIES RATED
BY S&P AAA(3) BY S&P AND APPROXIMATELY 58%
WILL BE IN AFRICA
Source: Public filings
(1) Includes reserves attributable to Normandy, Franco-Nevada and
Franco-Nevada's share of Echo Bay
(2) Includes reserves attributable to Normandy and pro forma for sale of Free
State assets
(3) S&P local currency credit rating
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[NORMANDY MINING LIMITED LOGO]
...AND IN TERMS OF PRODUCTION
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[PIE CHARTS]
NEWMONT(1) PF PRODUCTION ANGLOGOLD(2) PF PRODUCTION
(8 million oz.) (8 million oz.)
-------------------------------- -----------------------------------
[AMERICAN FLAG/CANADIAN FLAG] 46% [AMERICAN FLAG/CANADIAN FLAG] 8%
South America 16% [AUSTRALIAN FLAG] 32%
[AUSTRALIAN FLAG] 25% Africa 53%
Other 13% Other 7%
OVER 70% OF NEWMONT'S PRODUCTION WILL APPROXIMATELY 40% OF ANGLOGOLD'S
BE IN COUNTRIES RATED AAA(3) PRODUCTION WILL BE IN COUNTRIES RATED
BY S&P AAA(3) by S&P and approximately 53%
will be in Africa
Source: Public filings
(1) Includes production attributable to Normandy, Franco-Nevada and
Franco-Nevada's share of Echo Bay
(2) Includes production attributable to Normandy and pro forma for sale of Free
State assets
(3) S&P local currency credit rating
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[NORMANDY MINING LIMITED LOGO]
NEWMONT WILL HAVE OUTSTANDING FINANCIAL FLEXIBILITY
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o The new Newmont's financial condition would be significantly stronger than
the new AngloGold's
o Newmont will continue to have superior capital market access:
- NYSE primary listing
- United States domicile
- More diversified asset base
- Investment grade rating
- Not subject to exchange controls
o Less than 4% of new Newmont's EBITDA will be from hedge gains vs. over 24%
for new AngloGold
PRO FORMA FINANCIAL STATISTICS
[bar graph depicting the following information:
Net debt/net book cap:
Newmont PF(1) 23%
AngloGold PF(2) 33%
EBITDA:
Newmont PF(1) $938
Hedge Gain(3) $34
----
Total $972
AngloGold PF(2) $690
Hedge Gain(3) $219
----
Total $909(4)]
Source: Public filings
(1) Reflects the sum of the LTM EBITDA of Newmont, Normandy, Franco-Nevada and
Franco-Nevada's share of Echo Bay
(2) Reflects the sum of the LTM EBITDA of AngloGold and Normandy. 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; EBITDA figures in US dollar millions
(3) Hedge gain = Last twelve months production multiplied by the result of last
twelve months realised gold price less last twelve months average spot gold
price.
(4) AngloGold EBITDA includes estimated EBITDA for the Free State assets of
approximately $55 million
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[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS RECEIVE:
GREATLY ENHANCED TRADING LIQUIDITY
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Newmont is committed to maintaining an actively traded Australian listing
for its shares
Average daily dollar volume traded by jurisdiction (1)
US$ in millions
United States Canada Australia South Africa Total
NDY $0 $0 $7 $0 $7
AU PF (2) $8.2 $0 $7 $7 $23
NEM PF (3) $47.6 $7 $7 $0 $62
Source: Bloomberg; market data as of 7 December 2001
(1) Average trading volume is based on six-month period ending 9 November 2001
(2) Aggregate average daily US dollar volume is based on trading of Normandy
and AngloGold
(3) Aggregate average daily US dollar volume is based on trading of Newmont,
Normandy and Franco-Nevada
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
OVERVIEW OF NEWMONT MINING CORPORATION
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o Newmont is the largest gold producer in both North and South America
- Approximately US$4.4 billion in market value of equity (1)
- $573 million LTM EBITDA (2)
o Large and liquid
- 66.3 million oz of gold reserves, 6.1 billion lbs of copper reserves
- 5.4 million oz 2001E estimated production
- Superior trading liquidity ($48 million 6-month average dollar volume
traded)
o Leverage to gold price
- "No hedging" philosophy
o Low-cost producer
- Reduced cash costs from $220/oz in 1996 to $180/oz for 2001E
o Newmont has a proven track record of:
- World-class, core assets
- Exploration success
- High-return projects
Source: Company fillings and company website
(1) Market data as of 13 November 2001 (unaffected share price prior to initial
announcement of Normandy and Franco-Nevada transactions)
(2) LTM ended 30 September 2001
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
OVERVIEW OF FRANCO-NEVADA
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o Franco-Nevada is the leading precious minerals royalty company
- US$2.3 billion in market value(1)
- Strongest balance sheet among precious mineral companies
o US$547 million net cash position as of 30 September 2001
- Superior financial performance
o 2001E EBITDA margin of 89%(2)
o 38% compound rate of return since inception (1983)
o The company continues to deliver superior returns to investors through
its high quality, high margin assets in politically secure countries
- Recent value-enhancing deals include: Voisey's Bay, Midas-Normandy,
Aber and Echo Bay
o Franco-Nevada Co-CEOs own approximately 9.5% of the company
- 3 year lock-up agreement
Source: Company filings and company website
(1) Market data as of 13 November 2001 (unaffected share price prior to initial
announcement of Normandy and Franco-Nevada transactions)
(2) JPMorgan research as of 5 October 2001; includes interest income in EBITDA
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS BECOME PART OF:
THE NEW INDUSTRY LEADER...
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[Graph]
2001E production (MM oz.) v.
Enterprise value (US$ millions)(3)
(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
Anglo Gold(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 Leading non-hedging producer
o Only substantial USA gold company
Source: Public filings
(1) Reflects the sum of Newmont, Normandy and Franco-Nevada enterprise values
as of 9 November 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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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
ANGLOGOLD:
TIED TO THE RAND
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The Rand has depriciated over 30% year to date 2001 and over 43% since
1 January 2000
SOUTH AFRICAN RAND (1/1/00 - 12/7/01)
US$/Rand
[Line graph depicting the US$/Rand ratio from 1/1/00 to 12/7/01]
AVERAGE CASH COST PER OZ, FIRST 9 MONTHS(1),(2)
US$
[bar graph depicting the following information (in US$):
6% increase
------------------------->
$199 $174 $210
---------------------------------------------
2000 As 2001 As 2001 Constant
Reported Reported currency basis]
Source: Public filings; Bloomberg; market data as of 7 December 2001
(1) Pro Forma for the sale of Free State assets
(2) Currency rate for 9 months ended 30 September 2000 is 6.94 Rand/US$ and for
9 months ended 30 September 2001 is 8.37 Rand/US$ (implied currency
exchange rates based on AngloGold's interim filing for 30 September 2001)
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[NORMANDY MINING LIMITED LOGO]
ANGLOGOLD:
ARE HEDGING AND DIVIDEND POLICIES SUSTAINABLE?
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HEDGING
o An estimated 84% of AngloGold's 2002 production is currently hedged at
US$281/oz(1),(2)
o 23% of AngloGold's hedge book is denominated in Rand
DIVIDEND POLICY
o In 1999 and 2000, AngloGold generated a cash flow deficit of US$153 million
before financing activities (excluding dividends paid) and paid US$589
million in dividends
o Debt levels over this period increased almost US$1 billion
OUNCES HEDGED
Millions of ozs.
[bar graph depicting the following information (in Millions of ozs.):
11.8 16.3 17.8
-------------------------------
1998 1999 2000]
Source: AngloGold 2000 annual report and 30 September 2001 quarterly report;
pro forma for the sale of Free State assets; assumes no adjustment to
to hedge book
(1) Outstanding net forward-pricing commitments against future production
(2) Source: Schroder Salomon Smith Barney 5 September 2001
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NEWMONT BELIEVES IN GOLD
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* Mine supply is decreasing
* Producer hedging is decreasig
- Contango is falling
- Producers are unwinding
hedge books
* Uncertain global financial
markets once again turning
attention to gold
- Investment demand is rising
- Portfolio diversification
strategies
[LINE GRAPH SHOWING S&P 500 INDEX/GOLD PRICE FOR THE YEARS FROM 1871 TO
2001 (IN FIVE YEAR INCREMENTS) STARTING WITH APPROXIMATELY 1.5 US$/OZ.
AND ENDING WITH APPROXIMATELY 18.5 US$/OZ. Source: M. Murenbeld Associates Inc.]
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
NORMANDY SHAREHOLDERS BENEFIT FROM:
NEWMONT'S SUPERIOR GOLD PRICE UPSIDE
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ESTIMATED INCREASE IN ANNUAL PRE-TAX CASH FLOW FROM US$25 PER OZ INCREASE IN
GOLD PRICE (1),(2)
[Bar chart showing the following information:
PRE-TAX CASH FLOW
US$ in millions, calibrated in units of 20)
NDY -------------- $28
AU PF (3) ------------------- $36
Further upside
as "New Newmont"
unwinds its
hedge book -------->
NEM PF (4) ------------------------------------------$162----------$196]
Source: Public filings
(1) US$25 per ounce multiplied by unhedged 2001E production
(2) Assumes a gold price increase from US$275 per ounce to US$300 per ounce
(3) Includes AngloGold and Normandy and pro forma for the sale of Free State
assets; assumes no adjustment to hedge book
(4) Includes Newmont, Normandy and Franco-Nevada
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[NEWMONT MINING CORPORATION LOGO]
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[NORMANDY MINING LIMITED LOGO]
CREATING THE NEW GOLD STANDARD
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LEVERAGE
TO RISING
GOLD PRICE
^ LARGEST NON-HEDGED GOLD PRODUCER
| PROVIDES SHAREHOLDERS MOST UPSIDE TO GOLD
|
|
| DEVELOPMENT PROJECTS TO ADD UPSIDE
| LEVERAGE
| o Phoenix, Martabe, Akim, Yamfo,
| Boddington, Martha
| Total: 26.8 million ozs
|
|
| MERCHANT BANKING WEALTH CREATION
| o Property synergies o Royalty creation
| o Asset disposal o Exploration
| 244,000 sq. km.
|
| WORLD CLASS CORE PROPERTIES WITH LOW CASH
| COST
| o Nevada, Yanacocha, Batu Hijau, Western
| Australia
|
| ROYALTY CASH FLOW / STRONG BALANCE
| AS NATURAL HEDGE / SHEET
| AGAINST LOW GOLD /
| PRICE /
v
STABILITY AT
LOWER GOLD PRICES
[graphic of gold bars]
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
WHY YOU SHOULD ACCEPT NEWMONT'S OFFER
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o The best price
o The best value
o Recommended by Normandy's Board
o Recommended by Franco-Nevada's Board
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[NORMANDY MINING LIMITED LOGO]
SAFE HARBORT STATEMENT
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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 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 their 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 of 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 foreign 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.
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[NORMANDY MINING LIMITED LOGO]
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APPENDIX
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FRANCO-NEVADA TRANSACTION SUMMARY
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STRUCTURE o Newmont will acquire all of the shares of Franco-Nevada
pursuant to a Plan of Arrangement recommended by the board of
directors of Franco-Nevada (and unanimously by the six outside
directors).
OWNERSHIP o Franco-Nevada shareholders will hold approximately 32% of
Newmont upon completion of the Franco-Nevada and Normandy
transactions.
CONSIDERATION o At the option of the holder of a Franco-Nevada share:
- 0.80 of a Canadian Exchangeable Share; or
- 0.80 of a Newmont common share.
o Franco-Nevada options and warrants will be adjusted
automatically to entitle the holder to acquire 0.80 Newmont
common shares in lieu of each Franco-Nevada common share the
holder otherwise would have received on the exercise of the
option or warrant.
CANADIAN o Each Canadian Exchangeable Share (which may be used to afford
EXCHANGEABLE Canadian shareholders of Franco-Nevada a roll-over for Canadian
SHARES tax purposes) will:
- Entitle the holder to economic and voting rights
substantially the same as one Newmont common share (but in
no event will votes relating to all Exchangeable Shares be
more than 10% of the votes attaching to Newmont common
shares);
- Be exchangeable for one Newmont common share; and
- Not be redeemable by the company (except in certain limited
circumstances) for seven years.
BOARD AND o Seymour Schulich, Chairman and Co-CEO of Franco-Nevada, Pierre
SENIOR Lassonde, President and Co-CEO of Franco-Nevada and another
MANAGEMENT OF member of the board of Franco-Nevada will join the board of
NEWMONT Newmont.
o Mr. Lassonde will also be President of Newmont.
o Mr. Schulich will be the Chairman of Newmont's new merchant
banking subsidiary.
PRINCIPAL o Various regulatory approvals in Canada and the United States:
CLOSING
CONDITIONS - Hart-Scott-Rodino Antitrust Improvements Act (U.S.)
- Investment Canada.
- Competition Act (Canada).
o Approval of 66 2/3rd % of the votes which are cast by
Franco-Nevada's shareholders at the meeting held to approve the
Plan of Arrangement.
o At least 50.1% (calculated on a fully-diluted basis) of the
shares of Normandy, including Franco-Nevada's 19.99% stake in
Normandy, being acquired by Newmont.
o Approval by holders of a majority of the outstanding Newmont
shares.
o Court approval of arrangement.
o Other standard and customary conditions.
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FRANCO-NEVADA TRANSACTION SUMMARY (CONT'D)
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LOCK-UP AND o Franco-Nevada's Co-CEOs have agreed to support the transaction.
SUPPORT
ESCROW o Franco-Nevada's Co-CEOs have agreed to a three year escrow of
AGREEMENTS the shares received by them: to be released 30% on closing, 60%
on first anniversary, 80% on second anniversary and 100% on
third anniversary.
BREAK-UP o Franco-Nevada to pay Newmont aggregate break-up fees of US$100
FEES million in certain circumstances.
o Newmont to pay Franco-Nevada US$10 million expense
reimbursement if Newmont shareholders vote down.
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[NEWMONT MINING CORPORATION LOGO]
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[NORMANDY MINING LIMITED LOGO]
NORMANDY TRANSACTION SUMMARY
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STRUCTURE o Newmont will offer to acquire all of the common shares of
Normandy through an "off market" bid.
BOARD o The Normandy Board has agreed to recommend the bid subject
RECOMMENDATION to fiduciary duties.
OWNERSHIP o Normandy shareholders will hold approximately 18% of
Newmont upon completion of the Franco-Nevada and Normandy
transactions.
CONSIDERATION o 0.0385 of a Newmont common shares (to be traded as CHESS
Depository Interests (CDIs) in Australia) plus A$0.40 per
share in cash
BOARD OF NEWMONT o Robert J. Champion de Crespigny, Chairman of Normandy, and
another member of the board of Normandy will be offered
positions on the board of Newmont.
PRINCIPAL o Various regulatory approvals in United States and
CONDITIONS Australia.
- Hart-Scott-Rodino Antitrust Improvements Act.
- Foreign Investment Review Board.
- Australia Securities Investment Commission.
o Acceptance by holders of at least 50.1% (calculated on a
fully-diluted basis) of the shares of Normandy, including
Franco-Nevada's 19.99% stake in Normandy.
o Approval by holders of a majority of the outstanding
Newmont shares.
o Conditions set out in Newmont's announcement of the bid on
14 November 2001, including 50.1% minimum acceptance, with
clarifications to the FIRB and public authority
interference conditions in response to certain comments of
the Austrialian Takeovers Panel.
CALL OPTION o Newmont has the right to acquire 446.1 million shares
(19.99%) of Normandy held by Franco-Nevada.
SUPPORT o In the event of a successful competing offer for Normandy:
AGREEMENTS
- Franco-Nevada may ask to tender to that offer, and
Newmont may exercise its call right or, if it does not,
will receive US$20 million from Franco-Nevada and the
arrangements will terminate; and
- Shares held by Newmont or Franco-Nevada thereafter will
be subject to a two-year restricted period in which
they cannot be disposed of without the consent of the
other.
BREAK-UP FEES o Normandy to pay a break-up fee and reimbursement of
expenses of A$38.33 million to Newmont under specified
circumstances.
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[NEWMONT MINING CORPORATION LOGO]
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[NORMANDY MINING LIMITED LOGO]
# 1 IN RESERVES
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[Bar Graph depicting Reserves vs. Million oz.
Newmont PF (1) 97.1
Gold Fields (2) 79
Barrick/Homestake (3) 76.4
AngloGold (4) 67.8
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) Pro forma for acquisition of WMC gold assets
(3) SEC Filing of 9 November 2001
(4) AngloGold reserves assume sale of Free State assets
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
# 1 IN PRODUCTION (1)
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[Bar Graph depicting:
2001E PRODUCTION vs. MILLION OZ.
Newmont PF (2) 8.2
Barrick/Homestake 6.1
AngloGold (3) 5.6
Gold Fields 3.7
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 Normandy, Franco-Nevada and
Franco-Nevada's share of Echo Bay
(3) AngloGold's production assume sale of the Free State assets
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
LEVERAGE TO GOLD
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[Bar Graph depicting:
ESTIMATED INCREASE IN ANNUAL PRE-TAX CASH FLOW FROM US$25 INCREASE IN
GOLD PRICE (1),(2) vs. US$ MILLIONS
Newmont PF 162
Gold Fields 90
Placer Dome 36
Barrick/Homestake 25
AngloGold (3) 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$300 per ounce
(3) Pro forma for the sale of Free State assets; assumes no adjustment to hedge
book
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
TRADING LIQUIDITY
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[Bar Graph depicting:
AVERAGE DAILY DOLLAR TRADING VOLUME (1) vs. US$ MILLIONS
Newmont PF (2) 62
Barrick/Homestake (3) 58
Placer Dome 33
AngloGold (4) 15
Gold Fields 7]
Source: Bloomberg
(1) Average daily trading volume for the six-month period ending 9 November 2001
(2) Aggregate average daily US dollar volume is based on trading 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
(4) Aggregate average daily US dollar volume is based on trading of AngloGold
and Normandy
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD. LOGO]
[NORMANDY MINING LIMITED LOGO]
#1 IN EBITDA
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[Bar Graph depicting:
LAST TWELVE MONTHS EBITDA vs. US$ MILLIONS
Newmont PF (1) 972
Barrick/Homestake 782
AngloGold (2) 578
Placer Dome 456
Gold Fields 233]
Source: Public filings; LTM 30 September 2001
(1) Reflects the sum of the LTM EBITDA of Newmont, Normandy, Franco-Nevada and
Franco-Nevada's share of Echo Bay
(2) Reflects the sum of the LTM EBITDA of AngloGold and Normandy. AngloGold and
Normandy. AngloGold pro forma for the sale of Free State assets (estimated
to be approximately $55 mm)
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[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LTD LOGO]
[NORMANDY MINING LIMITED LOGO]
ACQUISITION VALUE
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IN ITS ACQUITION OF NORMANDY, NEWMONT IS PAYING LESS PER RESERVE OUNCE THAN
BARRICK PAID IN ITS RECENT ACQUISITION OF HOMESTAKE
[Bar Graph depicting:
ACQUISITION VALUE PER RESERVE OUNCE (US$) vs. ACQUISITION VALUE PER RESERVE
OUNCE
Barrick/Homestake (Adjusted) (1) 116
Barrick/Homestake (2) 99
Newmont/Normandy ($300/oz. Gold) (3) 85]
(1) Homestake reserves include the reported reserves for Cowal of 2.5 million
oz.; subracts 3.3 million oz. in reserves to account for the
reclassification of Veladero reserves to mineralisation
(2) Homestake reserves include the reported reserves for Cowal of 2.5 million
oz.
(3) Normandy reserves are based on the Grant Samuel report
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