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 Mining Corporation Logo] TO NORMANDY SHAREHOLDERS:
[Franco-Nevada Mining
Corporation Limited Logo] CHOOSE THE NEWMONT OFFER:
[Normandy Mining Limited Logo]
THE BETTER BID & THE BEST VALUE
NEWMONT IS THE BETTER BID
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| Newmont | | AngloGold |
|--------------------------------------| |--------------------------------------|
| | | |
BETTER VALUE | A$1.90* - 15% premium | | A$1.65* |
| | | |
MORE CASH | A$0.40 - 100% more | | A$0.20 |
| | | |
ENDORSEMENT | Recommended by Normandy Board | | Rejected by Normandy Board |
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*Based on closing prices on 7 December 2001. Based on closing prices on 11
December 2001, the Newmont bid had a value of A$1.81, compared to a value of
A$1.68 for the AngloGold bid. Shareholders are urged to obtain updated quotes
on the Normandy, Newmont and AngloGold shares.
NEWMONT OFFERS THE BETTER CURRENCY
----------------------------------
---------------------------------------- ----------------------------------------
| Newmont | | AngloGold |
|--------------------------------------| |--------------------------------------|
STRONGER CURRENCY |o North American scrip | |o Rand-based primary listing in |
| | | South Africa |
| | | |
SUPERIOR TRADING |o NYSE listed; included in | |o Large control block limits |
LIQUIDITY | S&P 500 | | public float and liquidity |
| | | |
|o Public float trades freely in | | |
| US dollars | | |
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NEWMONT IS THE BETTER COMPANY*
------------------------------
---------------------------------------- ----------------------------------------
| Newmont | | AngloGold |
|------------------------------------- | |--------------------------------------|
CAPITAL STRUCTURE |o Financial strength and flexibility | |o South African foreign exchange |
| to finance growth | | controls |
| | | |
|o Investment grade debt ratings - | |o 33% Net Debt to Cap |
| 23% Net Debt to Cap | | |
| | | |
POLITICAL RISK |o Approximately 60% of reserves and | |o Approximately 58% of reserves and |
| 70% of production in AAA-rated | | 53% of production in Africa |
| countries | | |
| | |o Rand has declined approximately |
| | | 30% since January 1, 2001 |
| | | |
MINING COMPLEXITY |o 100% open pit and shallow | |o Deep underground mines - more |
| underground operations | | complex and difficult to mine and |
| | | develop |
| | | |
LEVERAGE TO GOLD |o US$25 increase in gold price | |o US$25 increase in gold price |
PRICE | increases annual pre-tax cash flow | | increases annual pre-tax cash flow |
| by US$162 million | | by US$36 million |
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*Reflects the acquisition of Normandy and Franco-Nevada by Newmont compared to
the acquisition of Normandy by AngloGold.
If you have any questions, please call 1-800-507-507 in Australia (toll-free),
61 2 9278 9331 outside of Australia, and 888-750-5835 in the United States
and Canada (toll-free).
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
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.
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203