AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2002

                                           REGISTRATION STATEMENT NO. 333-75522
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933



                               (AMENDMENT NO. 2)


                               -----------------

                          NEWMONT MINING CORPORATION
OR, ASSUMING THE COMPLETION OF THE REORGANIZATION OF NEWMONT MINING CORPORATION
            AS DESCRIBED HEREIN, DELTA HOLDCO CORP., TO BE RENAMED
       NEWMONT MINING CORPORATION UPON COMPLETION OF SUCH REORGANIZATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                                     
          DELAWARE                        1041                   13-2526632
(STATE OR OTHER JURISDICTION
     OF INCORPORATION OR      (PRIMARY STANDARD INDUSTRIAL    (I.R.S. EMPLOYER
        ORGANIZATION)         CLASSIFICATION CODE NUMBER)  IDENTIFICATION NUMBER)


                               -----------------

                              1700 LINCOLN STREET
                            DENVER, COLORADO 80203
                                (303) 863-7414
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               -----------------

                             BRITT D. BANKS, ESQ.
                          NEWMONT MINING CORPORATION
                              1700 LINCOLN STREET
                            DENVER, COLORADO 80203
                                (303) 863-7414
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                               -----------------

                                  COPIES TO:


                                                      
     DAVID A. KATZ, ESQ.            GARRY BESSON, ESQ.          JONATHAN LAMPE, ESQ.
    DANIEL A. NEFF, ESQ.            GARY LAWLER, ESQ.           NEIL M. SHEEHY, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ       GILBERT & TOBIN                GOODMANS LLP
     51 WEST 52ND STREET             TWO PARK STREET        250 YONGE STREET, SUITE 2400
  NEW YORK, NEW YORK 10019     SYDNEY, NEW SOUTH WALES 2000   TORONTO, ONTARIO M5B 2M6
        UNITED STATES                   AUSTRALIA                      CANADA
       (212) 403-1000                +61-2-9367-4000               (416) 979-2211


   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

   If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                                   PROPOSED
                                                    MAXIMUM     PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF       AMOUNT TO BE     OFFERING         AGGREGATE        AMOUNT OF
   SECURITIES TO BE REGISTERED    REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE
---------------------------------------------------------------------------------------------------
                                                                      
Common Stock, US$1.60 par
  value, and associated preferred
  stock purchase rights..........  69,618,256                   US$1,699,971,370   US$398,406(3)
---------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
(1) Represents the maximum number of shares of common stock of Newmont Mining
    Corporation (or, if the reorganization of Newmont Mining Corporation
    described herein occurs, Delta Holdco Corp.) estimated to be issuable upon
    consummation of this exchange offer for all of the outstanding ordinary
    shares and American depositary shares (each American depository share
    representing ten ordinary shares) of Normandy Mining Limited held by
    persons other than Franco-Nevada Mining Corporation Limited and its
    subsidiaries, calculated as the product of (a) 1,808,266,383, the sum of
    (i)  1,728,484,021, the number of ordinary shares of Normandy Mining
    Limited held by persons other than Franco-Nevada Mining Corporation Limited
    and its subsidiaries plus (ii) 58,184,380, the number of shares of Normandy
    Mining Limited held in the form of American depositary shares of Normandy
    Mining Limited plus (iii) 21,597,982, the number of shares of Normandy
    Mining Limited issuable upon exercise of options to acquire shares of
    Normandy Mining Limited and (b) the exchange ratio of 3.85 shares of
    Newmont common stock for every 100 ordinary shares of Normandy Mining
    Limited.

(2) Estimated solely for the purpose of calculating the registration fee
    required by Section 6(b) of the Securities Act of 1933, as amended, and
    computed pursuant to Rule 457(f)(1) and Rule 457(c). The proposed maximum
    offering price is equal to the sum of (a) the product of (i) US$0.92, the
    average of the high and low sale prices per ordinary share of Normandy
    Mining Limited as reported on the Australian Stock Exchange on December 13,
    2001, converted into U.S. dollars at the noon buying rate for the
    Australian dollar on such date of A$1.00=US$0.5179 and (ii) 1,750,082,003,
    the sum of (1) 1,728,484,021, the estimated number of ordinary shares of
    Normandy Mining Limited held by persons other than Franco-Nevada Mining
    Corporation Limited and its subsidiaries plus (2) 21,597,982, the estimated
    number of ordinary shares of Normandy Mining Limited issuable upon exercise
    of options to acquire shares of Normandy Mining Limited and (b) the product
    of (i) US$9.22, the average of the high and low sale prices per American
    depositary share of Normandy Mining Limited as reported on the Toronto
    Stock Exchange on December 13, 2001, converted into U.S. dollars at the
    noon buying rate for the Canadian dollar on such date of C$1.00=US$0.6380
    and (ii) 5,818,438, the estimated number of American depositary shares of
    Normandy Mining Limited.




(3) The filing fee was previously paid on December 19, 2001 in connection with
    the initial filing of the Registration Statement on December 20, 2001.


   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE U.S. SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.



THE INFORMATION IN THIS OFFER DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS OFFER DOCUMENT IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



                          NEWMONT MINING CORPORATION

                                   OFFER BY

                    DELTA ACQUISITION LLC, AN AFFILIATE OF
                          NEWMONT MINING CORPORATION

            TO ACQUIRE ALL OF THE ORDINARY SHARES IN THE CAPITAL OF
                 NORMANDY MINING LIMITED (ABN 86 009 295 765)
             (INCLUDING ORDINARY SHARES OF NORMANDY REPRESENTED BY
                     NORMANDY AMERICAN DEPOSITARY SHARES)

                                      FOR
                3.85 SHARES OF NEWMONT COMMON STOCK AND A$50.00
                  FOR EVERY 100 ORDINARY SHARES OF NORMANDY,
     SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED IN THIS OFFER DOCUMENT.

THE OFFER WILL EXPIRE AT 7:00 P.M., SYDNEY TIME, 3:00 A.M., NEW YORK CITY TIME,
                    ON FEBRUARY 15, 2002, UNLESS EXTENDED.

   Delta Acquisition LLC is an indirect, wholly owned limited liability company
of Newmont Mining Corporation. Assuming consummation of the reorganization
described in section 1.1, "Introduction--The reorganization" of this offer
document, the share consideration offered by Delta Acquisition LLC shall be the
common stock of Delta Holdco Corp., which will be renamed Newmont Mining
Corporation in the reorganization and will be the successor registrant to the
company currently named Newmont Mining Corporation. If the reorganization does
not take place, the share consideration offered by Delta Acquisition LLC shall
be the common stock of Newmont Mining Corporation.

   The completion of the offer and any contract that results from your
acceptance of the offer are subject to the satisfaction or waiver by us of
certain conditions set forth in this offer document, including the condition
that before the end of the offer period, we and our associates have relevant
interests in at least 50.1% of the ordinary shares of Normandy (including
shares represented by Normandy ADSs) then issued.

   To accept the offer, you must complete the accompanying Acceptance Form or
ADS Letter of Transmittal, as appropriate, together with all other required
documents, as soon as possible, so as to be received by us, in the case of
ordinary shares of Normandy, or to be received by the ADS exchange agent, in
the case of Normandy ADSs, no later than the expiration of the offer. The
procedure for acceptance of the offer is described on pages 50 to 52 of this
offer document and in the accompanying Acceptance Form or ADS Letter of
Transmittal, as appropriate.

   ONCE YOU HAVE ACCEPTED THE OFFER, YOU WILL BE UNABLE TO REVOKE YOUR
ACCEPTANCE AND WITHDRAW THE ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS WITH
RESPECT TO WHICH YOUR ACCEPTANCE WAS MADE, EXCEPT IN THE LIMITED CIRCUMSTANCE
DESCRIBED IN THIS OFFER DOCUMENT. FOR MORE INFORMATION, SEE "TERMS OF THE
OFFER--THE EFFECT OF ACCEPTANCE" BEGINNING ON PAGE 55.

   Our shares of common stock are listed on the New York Stock Exchange under
the symbol "NEM" and a supplemental listing application has been submitted to
list the shares to be issued in connection with the transaction. We have filed
an application to list our common stock on the Australian Stock Exchange in the
form of CHESS depositary interests.

   FOR A DISCUSSION OF THE RISK FACTORS THAT YOU SHOULD CONSIDER IN EVALUATING
THE OFFER, SEE "RISK FACTORS" BEGINNING ON PAGE 25.

   This offer document is important and requires your immediate attention. If
you are in any doubt about what action to take in connection with the offer,
you should immediately seek your own financial advice from your stockbroker,
accountant or other financial advisor.

   A COPY OF THIS OFFER DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES
AND INVESTMENTS COMMISSION. THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION AND THE AUSTRALIAN STOCK EXCHANGE TAKE NO RESPONSIBILITY FOR THE
CONTENT OF THIS OFFER DOCUMENT. NO SECURITIES WILL BE ISSUED ON THE BASIS OF
THIS OFFER DOCUMENT AFTER THE DATE WHICH IS THIRTEEN MONTHS AFTER THE DATE OF
THIS OFFER DOCUMENT.

   NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS OFFER DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE. WITHOUT LIMITING THE FOREGOING, NO
CANADIAN SECURITIES REGULATORY AUTHORITY HAS EXPRESSED AN OPINION ABOUT THESE
SECURITIES, AND IT IS AN OFFENSE TO CLAIM OTHERWISE.


             THE DATE OF THIS OFFER DOCUMENT IS JANUARY 10, 2002.




   We have not authorized any person to provide any information or to make any
representation in connection with the offer other than the information
contained or incorporated by reference in this offer document, and if any
person provides any of this information or makes any representation of this
kind, that information or representation must not be relied upon as having been
authorized by us.

   The distribution of this offer document and the making of the offer may, in
certain jurisdictions, be restricted by law. The offer is not being made,
directly or indirectly, in or into, and will not be capable of acceptance from
within, any jurisdiction in which the making of the offer or the acceptance
thereof would not be in compliance with the laws of that jurisdiction. Persons
who come into possession of this offer document should inform themselves of and
observe any of these restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any of these
jurisdictions. We do not assume any responsibility for any violation by any
person of any of these restrictions.

   WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

   This offer document incorporates important business and financial
information about us which has been provided to the U.S. Securities and
Exchange Commission by us but which is not included in or delivered with this
offer document. The documents containing such information are listed on page
102 of this offer document. Documents incorporated by reference are available
without charge to you upon written or oral request. Such request should be
directed to Innisfree M&A Incorporated, the information agent for the offer:

                                [InnisFree Logo]

                  For Normandy shareholders and Normandy ADS
               holders located in the United States and Canada:

                        Banks and brokers call collect:
                                (212) 750-5833

          All others call toll-free in the United States and Canada:
                                (888) 750-5835


   For Normandy shareholders and Normandy ADS holders located in Australia and
other jurisdictions (outside of the United States and Canada), please call the
Newmont Shareholder Information Line toll-free in Australia at 800-507-507 or,
if you are outside Australia, at +61-2-9278-9331, to obtain offering materials
applicable to your jurisdiction.



   TO OBTAIN TIMELY DELIVERY OF ANY OF THESE DOCUMENTS, YOU MUST REQUEST THEM
NO LATER THAN FEBRUARY 6, 2002.


                                IMPORTANT NOTE


   Although, as of the date of this offer document, the board of directors of
Normandy Mining Limited has recommended, subject to its fiduciary duties, that
Normandy shareholders accept Newmont's bid as described in this offer document,
Normandy, despite repeated requests from Newmont, has declined to supply
certain information to Newmont (including its auditor's consent) that would
generally be required to be included in this offer document under rules
promulgated by the United States Securities and Exchange Commission. NORMANDY
HAS DECLINED TO ASSIST IN GATHERING THIS INFORMATION AND HAS NOT PROVIDED
NEWMONT ACCESS TO NORMANDY'S DETAILED ACCOUNTING RECORDS, NOR HAS NORMANDY
ASSISTED IN PREPARING RECONCILIATIONS TO US GAAP. NORMANDY HAS ALSO REFUSED TO
PERMIT OR DIRECT ITS AUDITORS TO PROVIDE INFORMATION NECESSARY FOR SUCH US GAAP
RECONCILIATION, INCLUDING AN AUDITOR'S CONSENT. THEREFORE, NO SUCH US GAAP
RECONCILIATION IS PROVIDED NOR IS ANY PRO FORMA FINANCIAL INFORMATION PROVIDED
IN THIS OFFER DOCUMENT. SEE SECTION 3.1, "RISK FACTORS--RISKS RELATED TO THE
OFFER--WE HAVE NOT VERIFIED THE RELIABILITY OF THE NORMANDY INFORMATION
INCLUDED IN, OR WHICH MAY HAVE BEEN OMITTED FROM, THIS OFFER DOCUMENT" ON PAGE
27.




                               TABLE OF CONTENTS




                                                                               PAGE
                                                                               ----
                                                                         
1        Introduction.........................................................   1
  1.1       The reorganization................................................   1
  1.2       Companies.........................................................   2
  1.3       Format and distribution of this offer document....................   3
  1.4       Regulatory statements.............................................   3
  1.5       Notice of Extensions and Prompt Payment...........................   4
  1.6       Time zones........................................................   6
  1.7       Exchange rates....................................................   6
  1.8       Disclosure regarding forward-looking statements...................   6
  1.9       Other.............................................................   6

2        Overview and selected information....................................   7
  2.1       Questions and answers about this offer............................   7
  2.2       Information regarding Normandy and Franco-Nevada..................  22
  2.3       Comparative market price data.....................................  23

3        Risk factors.........................................................  25
  3.1       Risks related to the offer........................................  25
  3.2       Risks related to the gold mining industry generally...............  29
  3.3       Risks related to our operations...................................  31

4        Reasons for and background to the transactions.......................  34
  4.1       Reasons for the transactions......................................  34
  4.2       Effect of a transaction without Franco-Nevada.....................  38
  4.3       Background to the transactions....................................  40

5        Terms of the offer...................................................  48
  5.1       Our offer.........................................................  48
  5.2       Offer period......................................................  49
  5.3       Offerees..........................................................  50
  5.4       How to accept the offer if you hold ordinary shares of Normandy...  50
  5.5       How to accept the offer if you hold Normandy ADSs.................  52
  5.6       Validity of acceptances...........................................  54
  5.7       Entitlement to offer..............................................  54
  5.8       The effect of acceptance..........................................  55
  5.9       Dividends and other entitlements..................................  57
  5.10      Conditions of this offer..........................................  57
  5.11      Payment of consideration..........................................  61
  5.12      Withdrawal or termination of this offer...........................  62
  5.13      Variation of this offer...........................................  62
  5.14      Stamp duty and brokerage fees.....................................  63
  5.15      Costs and taxes...................................................  63
  5.16      Notices...........................................................  63

6        Regulatory and other approvals.......................................  64
  6.1       Australian Foreign Investment Review Board........................  64
  6.2       Newmont stockholder approval......................................  64
  6.3       Governmental and regulatory approvals.............................  64

7        Information about New Newmont........................................  66
  7.1       General description of New Newmont's operations...................  66
  7.2       Outlook information on New Newmont................................  94



                                      i






                                                                                                    PAGE
                                                                                                    ----
                                                                                              

8        Information about Newmont.................................................................  95
  8.1       General description of Newmont's operations............................................  95
  8.2       Selected financial information for Newmont.............................................  96
  8.3       Where you can find more information on Newmont.........................................  96
  8.4       Newmont's board of directors and management............................................  98

9        Information about Normandy................................................................ 100
  9.1       Disclaimer information in relation to Normandy......................................... 100
  9.2       General description of Normandy's operations........................................... 101
  9.3       Presentation of Normandy accounting information........................................ 106
  9.4       Selected financial information for Normandy............................................ 108
  9.5       Where you can find more information on Normandy........................................ 109

10       Information about Franco-Nevada........................................................... 110
  10.1      General description of Franco-Nevada's operations...................................... 110
  10.2      Selected financial information for Franco-Nevada....................................... 111
  10.3      Where you can find more information on Franco-Nevada................................... 112

11       Intentions................................................................................ 113
  11.1      Introduction........................................................................... 113
  11.2      Intentions if compulsory acquisition is achieved....................................... 113
  11.3      Intentions upon gaining control but less than 90% of Normandy.......................... 114
  11.4      Effects of the offer on the market for ordinary shares of Normandy and Normandy ADSs... 115
  11.5      Business, assets and employees......................................................... 115

12       Share information......................................................................... 116
  12.1      Share capital of Newmont............................................................... 116
  12.2      Listing on other exchanges............................................................. 116
  12.3      Comparison of the rights of shareholders of Newmont and Normandy....................... 116
  12.4      Rights attaching to Newmont CDIs....................................................... 129
  12.5      Rights attaching to other Newmont securities........................................... 131
  12.6      Employee incentive plans............................................................... 134
  12.7      Certain beneficial shareholders of Newmont............................................. 135

13       Taxation.................................................................................. 136
  13.1      Material Australian tax consequences................................................... 136
  13.2      Material U.S. federal income tax consequences.......................................... 140
  13.3      Material Canadian tax consequences..................................................... 144

14       Certain relationships and transactions with respect to Newmont, Normandy and Franco-Nevada 146
  14.1      Deeds of undertaking................................................................... 146
  14.2      Franco-Nevada lock-up agreement........................................................ 148
  14.3      Arrangement agreement.................................................................. 149
  14.4      Other agreements....................................................................... 156
  14.5      Certain relationships.................................................................. 157

15       Additional information.................................................................... 159
  15.1      Security structure of Normandy......................................................... 159
  15.2      Normandy options....................................................................... 159
  15.3      Normandy securities covered by bid..................................................... 159
  15.4      Sources of consideration............................................................... 159
  15.5      Purchases during previous four months.................................................. 161
  15.6      Benefits to Normandy shareholders...................................................... 161
  15.7      Market price and dividend data......................................................... 161
  15.8      Selected exchange rate data............................................................ 163



                                      ii






                                                                        PAGE
                                                                        ----
                                                                  
     15.9       Dissenter's or appraisal rights........................ 164
     15.10      Accounting treatment................................... 164
     15.11      Modifications to the Corporations Act.................. 164
     15.12      Statements from Franco-Nevada.......................... 165
     15.13      Franco-Nevada Shareholders Meeting..................... 166
     15.14      Takeover Panel Proceedings............................. 166
     15.15      Delta Acquisition LLC approval of bidder's statement... 166
     15.16      Expiration date........................................ 166
     15.17      Approval of bidder's statement......................... 167
     15.18      Disclosure of fees, benefits and interests............. 167
     15.19      Supplementary statement................................ 168
     15.20      Capital raising........................................ 168
     15.21      Other material information............................. 169
     15.22      Experts................................................ 169



ANNEXES:

ANNEX A--Newmont Financial Information
ANNEX B--Excerpts from Publicly Available Normandy Documents
ANNEX C--Franco-Nevada Financial Information

                                      iii



1  INTRODUCTION

  1.1 THE REORGANIZATION

   In connection with its bid, Newmont intends that it will merge with an
indirect, wholly owned subsidiary, with Newmont as the surviving corporation of
the merger. During the offer period, Newmont proposes to seek stockholder
approval for the merger. As a result of the merger, Newmont will become a
direct, wholly owned subsidiary of Delta Holdco Corp., which is currently a
direct, wholly owned subsidiary of Newmont. The merger will be effected in
accordance with the laws of Delaware, where all three entities described above
are incorporated.

   Pursuant to the merger, stockholders of Newmont will receive one share of
Delta Holdco Corp. common stock for each of their shares of Newmont common
stock. As a result of this reorganization, Delta Holdco Corp., which will have
the same amount of issued common stock immediately after the reorganization as
Newmont will have immediately prior to the reorganization, will become the
holding company for the Newmont group and will directly own all of the common
stock of Newmont.


   Upon completion of this reorganization, "Delta Holdco Corp." will be renamed
"Newmont Mining Corporation" and will become the successor registrant for U.S.
securities law purposes to the company currently named Newmont Mining
Corporation (which will be renamed "Newmont Gold Company"). Following the
reorganization, Delta Holdco Corp. will have the same board of directors as
Newmont and its certificate of incorporation and by-laws will be substantially
the same as the existing restated certificate of incorporation and by-laws of
Newmont.


   Prior to the start of the trading day following the completion of the
reorganization, Newmont common stock will cease to trade on the New York Stock
Exchange (NYSE), and on that trading day, Delta Holdco Corp. (as "Newmont
Mining Corporation") common stock will commence trading on the NYSE.

   Unless the context otherwise requires, references in the offer to "Newmont
Mining Corporation" and "Newmont" (including references to words such as "we,"
"us" and "our") include Delta Holdco Corp. from the time the reorganization has
been completed and references to "New Newmont" refer to the combined company
following the completion of the transactions described in this offer document.

   Delta Acquisition LLC, which is an indirect, wholly owned limited liability
company of Newmont (and a direct, wholly owned limited liability company of
Delta Holdco Corp.), is making the bid described in this offer document.
Therefore, references in this offer document to "Newmont" (including references
to words such as "we," "us" and "our") as the entity making the bid are
references to Delta Acquisition LLC.

   THE FOLLOWING DIAGRAM ILLUSTRATES IN SIMPLIFIED TERMS (1) THE CURRENT
STRUCTURE OF NEWMONT AND (2) THE STRUCTURE OF NEWMONT SHOULD THE REORGANIZATION
DESCRIBED IN THIS SECTION 1.1 OCCUR.
                                  [FLOW CHART]



                                      1



  1.2 COMPANIES

   NEWMONT MINING CORPORATION

   Newmont Mining Corporation is a company incorporated in Delaware with its
shares listed on the New York Stock Exchange (NYSE) under the symbol "NEM" and
a supplemental listing application has been submitted to list the shares to be
issued in connection with the transaction.

   We have filed an application to list our common stock on the Australian
Stock Exchange (ASX) as Clearing House Electronic Subregister System depositary
interests (CDIs). We anticipate that ten Newmont CDIs will represent one share
of our common stock. Because of the contemplated reorganization described in
section 1.1, our ASX listing application covered the possibility that either
Newmont or New Newmont will be the listed company.

   We are a leading world gold producer, with operations in the United States,
Canada, Mexico, Peru, Bolivia, Uzbekistan, Australia and Indonesia. We are
engaged in the production of and exploration for gold and the acquisition and
development of gold properties worldwide. We expect to produce 5.4 million
ounces of gold in 2001 and have extensive gold reserves, totalling more than 66
million ounces at December 31, 2000. We are also a producer of copper
concentrates, and a recognized research and development leader in exploration
and metal extraction.

   Our principal executive offices are located at 1700 Lincoln Street, Denver,
Colorado 80203 (United States). Our telephone number is (303) 863-7414.

   NORMANDY MINING LIMITED

   Normandy Mining Limited is a company incorporated in Australia with its
ordinary shares listed on the ASX under the symbol "NDY" and its American
depositary shares (ADSs) listed on The Toronto Stock Exchange (TSE) under the
symbol "NDY". One Normandy ADS is equivalent to ten ordinary shares of Normandy.

   Normandy is Australia's largest gold producer, producing over 2 million
ounces of gold annually. Normandy has extensive production and exploration
interests, with operations in Australia, the United States, New Zealand,
Greece, Turkey, Chile, Brazil, Canada, Ghana and Uganda. Normandy is also a
producer of zinc concentrates (from its Golden Grove operations in Western
Australia), cobalt (from Kasese Cobalt Company Limited in Uganda) and magnesium
(from its interest in Australian Magnesium Corporation Limited).

   Normandy's principal executive offices are located at 100 Hutt Street,
Adelaide, 5000, South Australia (Australia). Normandy's telephone number is
+61-8-8303-1700.

   FRANCO-NEVADA MINING CORPORATION LIMITED

   Franco-Nevada Mining Corporation Limited is a company incorporated under the
laws of Canada. Its common shares are listed on the TSE under the symbol "FN",
its class A warrants are listed on the TSE under the symbol "FN.WT" and its
class B warrants are listed on the Canadian Venture Exchange (CDNX) under the
symbol "YFN.WT.B".

   Franco-Nevada is the leading precious minerals royalty company and, by
market capitalization, ranks among the largest gold companies in the world.
Franco-Nevada continues to deliver superior returns to investors through its
high-quality, high-margin assets in gold, platinum group metals, diamonds and
oil and gas located in politically secure countries. Franco-Nevada, which is
debt-free, has a very strong track record of successful investments.
Franco-Nevada's key assets include its Goldstrike gold royalty in Nevada, its
Stillwater platinum group metal royalty in Montana and oil and gas royalties in
western Canada. Franco-Nevada is also Normandy's largest shareholder, holding
446.1 million ordinary shares of Normandy, which represents a 19.79% interest
in Normandy, calculated on a fully-diluted basis.

   Franco-Nevada's principal executive offices are located at Suite 1900, 20
Eglington Avenue West, Toronto, Ontario (Canada) M4R 1K8. Franco-Nevada's
telephone number is (416) 480-6480.


                                      2



  1.3 FORMAT AND DISTRIBUTION OF THIS OFFER DOCUMENT

   The offer is subject to securities laws, regulations and disclosure
requirements in Australia, the United States and Canada. We intend to apply for
an exemption from certain of the securities laws, regulations and disclosure
requirements in Canada.

   The offer is being made through two separate offer documents. The offer will
be made in Australia and, to the extent permitted by applicable law, other
jurisdictions outside of the United States and Canada through a separate
Australian offer document called a "bidder's statement" prepared in accordance
with Australian requirements. Additionally, this offer document will be made
available upon request to Normandy shareholders and Normandy ADS holders
located in these jurisdictions. The offer will be made in the United States and
Canada only through this offer document, and Normandy shareholders and Normandy
ADS holders located in the United States and Canada will receive only this
offer document in connection with the making of the offer in these
jurisdictions.

   This offer document is substantially similar to the Australian bidder's
statement and has been prepared substantially in accordance with the Australian
format and style. However, adjustments have been made to reflect the
requirements of U.S. securities laws. Nevertheless, the format and style differ
from the custom in the United States and Canada for exchange offer documents.

  1.4 REGULATORY STATEMENTS

   AUSTRALIA

   The offer is subject to the provisions of the Corporations Act 2001 (Cth) of
Australia, as amended by exemptions or modifications granted by the Australian
Securities and Investments Commission (ASIC).

   The fact that the ASX may admit Newmont to its official list is not to be
taken as an indication of the merits of Newmont.

   A copy of this offer document has been lodged with ASIC. ASIC and ASX take
no responsibility for the content of this offer document. No securities will be
issued on the basis of this offer document after the date which is thirteen
months after the date of this offer document.

   UNITED STATES

   This offer document constitutes a prospectus under Section 5 of the U.S.
Securities Act of 1933, as amended, with respect to shares of our common stock
to be issued under the offer to persons located in the United States.

   The offer is subject to the tender offer rules of the United States
applicable to equity securities not registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended.


   Under the U.S. securities laws, pro forma financial information for Normandy
would generally be required to be provided in this offer document. However,
Normandy has declined to assist in gathering this information and has not
provided Newmont access to Normandy's detailed accounting records, nor has
Normandy assisted in preparing reconciliations to US GAAP. Normandy has also
refused to permit or direct its auditors to provide information necessary for
such US GAAP reconciliation, including an auditor's consent. Therefore, no such
US GAAP reconciliation is provided, nor is any pro forma financial information
provided in this offer document. See Section 3.1, "Risk Factors--Risks related
to the Offer--We have not verified the reliability of the Normandy information
included in, or which may have been omitted from, this offer document" on page
27.


                                      3



   CANADA

   The offer ordinarily would be subject to the take-over bid laws of the
provinces of Canada. The plan of arrangement between Franco-Nevada and Newmont
is subject to securities laws of the provinces of Canada. We have applied to
securities regulatory authorities in Canada for orders exempting the offer from
the requirements of the take-over bid laws in certain provinces of Canada.

   No Canadian securities regulatory authority has expressed an opinion about
the securities offered hereunder and it is an offense to claim otherwise.

   We are incorporated, continued or otherwise organized under the laws of a
non-Canadian jurisdiction and reside outside of Canada. Although we have
appointed Goodmans LLP, our Canadian legal counsel, as our agent for service of
process in Ontario, it may not be possible for investors to collect from us
judgments obtained in courts in Canada predicated on the civil liability
provisions of securities legislation.

   OTHER JURISDICTIONS

   The distribution of this offer document and the making of the offer may, in
certain jurisdictions, be restricted by law. The offer is not being made,
directly or indirectly, in or into, and will not be capable of acceptance or be
available from within, any jurisdiction in which the making of the offer or the
acceptance or availability thereof would not be in compliance with the laws of
that jurisdiction. Persons who come into possession of this offer document
should inform themselves of and observe any of these restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any of these jurisdictions. We do not assume any responsibility for any
violation by any person of any of these restrictions. Normandy shareholders and
Normandy ADS holders who are residents or citizens of, or have addresses (or
are otherwise located) in, any jurisdiction in which the making or acceptance
of the offer would not be in compliance with the laws of that jurisdiction, or
who are acting as nominee or trustee for or on behalf of such persons, will not
be entitled to receive shares of our common stock (or their equivalent in
Newmont CDIs) on acceptance of the offer. Normandy shareholders and Normandy
ADS holders who are legally permitted to and who do accept the offer but are
not permitted to receive shares of our common stock or Newmont CDIs will
receive the cash proceeds of a nominee sale of their entitlement to shares of
our common stock or Newmont CDIs. No assurance can be given as to the value of
the proceeds from any such nominee sale. In addition, we may, in our sole
discretion, take such action as we deem necessary to make one or more offers in
any of these jurisdictions, and extend one or more offers to any or all
Normandy shareholders and Normandy ADS holders in any of these jurisdictions.


  1.5 NOTICE OF EXTENSIONS AND PROMPT PAYMENT



   NOTICE OF EXTENSIONS



   Under Australian law, the extension of the offer period under Newmont's
offer to acquire ordinary shares of Normandy is governed both by the
Corporations Act (Australia) and the terms of the offer.



   Section 5.2(a) of the offer provides that the offer period expires at 7:00
p.m., Sydney time, 3:00 a.m., New York City time, on February 15, 2002, unless
extended or withdrawn.



   Section 5.2(b) of the offer provides that the offer period may be extended,
subject to the Corporations Act.



   The Corporations Act specifies the requirements and procedure for a bidder
to extend the offer period under an offer and it also specifies when the offer
period under an offer is automatically extended.



   Section 650C of the Corporations Act allows Newmont to extend the offer
period at any time before the end of the offer period. This right is qualified
because if the offer is subject to a defeating condition, Newmont can only
extend the offer period during (effectively) the last seven days of the offer
period, if one of the following circumstances occurs:



    .  another person lodges with the ASIC a bidder's statement in relation to
       a takeover bid for the ordinary shares of Normandy;


                                      4




    .  another person announces a takeover bid for the ordinary shares of
       Normandy;



    .  another person makes offers under a takeover bid for the ordinary shares
       of Normandy; or



    .  the consideration for offers under another person's bid for the ordinary
       shares of Normandy is improved.



   The procedure to effect an extension to the offer period involves Newmont:



    .  preparing a notice of variation, which sets out the terms of the
       extension;



    .  lodging a copy of the notice of variation with the ASIC; and



    .  giving a copy of the notice of variation to Normandy and to every
       Normandy shareholder to whom an offer was made.



   There are two other circumstances, in accordance with Australian law, when
the offer period under Newmont's bid will be extended automatically. They are:



   (1) if Newmont varies the offer to improve the consideration offered within
       the last seven days of the offer period then, under section 624(2)(b) of
       the Corporations Act, the offer period is automatically extended so that
       it ends 14 days after such variation occurs;



   (2) if during the last seven days of the offer period Newmont's voting power
       in Normandy increases to more than 50% then, under section 624(2)(a) of
       the Corporations Act, the offer period is automatically extended so that
       it ends 14 days after that event.



In both of these circumstances, Newmont is required to give a notice to
Normandy and to every Normandy shareholder who has not accepted an offer under
its bid. The notice, which must be given within three days after the relevant
event occurs, must advise that the offer period has been automatically extended.



   PROMPT PAYMENT



   The practice in Australia is for bidders implementing an off-market bid to
acquire all the shares in a target company (such as Newmont's bid for the
ordinary shares of Normandy) to include as a term of the offer details of when
the bidder will provide the bid consideration to accepting shareholders. By
this practice, the bidder becomes contractually bound to provide the
consideration in accordance with the offer terms.



   The Corporations Act contains one important qualification in relation to
this practice. Section 620(2) requires the bidder to provide the consideration
by the end of whichever of the following period ends earlier:



   (1) one month after the offer is accepted or, if the offer is subject to a
       defeating condition, within one month after the contract becomes
       unconditional (that is, the defeating conditions are either satisfied or
       waived); or



   (2) 21 days after the end of the offer period.



   The Corporations Act allows the time frames referred to in (1) and (2) above
to be extended where the offer requires a transfer document to be provided with
the acceptance, so that the time frame commences from the date the transfer
document is provided to the bidder.



   As an inducement to target shareholders to accept the offer, these time
frames are regularly contracted. Pursuant to Section 5.11(a) of the offer,
Newmont has contracted these time frames so as to provide the consideration for
the ordinary shares of Normandy:



   (1) within five business days after the date the offer is accepted if the
       offer is unconditional at that time, or



   (2) if the offer is conditional when accepted, within five business dates
       after the date upon which all the conditions are satisfied or waived.



   As noted above, Newmont is bound to provide the bid consideration to
accepting shareholders within these time frames.


                                      5




  1.6  TIME ZONES


   Where a time is stated in this offer document, it is generally given in the
local time of each of Sydney and New York City. At the date of this offer
document, local time in New York City is 16 hours behind local time in Sydney.

   Unless the context requires a different meaning, where we state a time
without designating a location, we mean Sydney time.


  1.7  EXCHANGE RATES



   References in this offer document to "A$," "US$" and "C$" refer to the
Australian dollar, the U.S. dollar and the Canadian dollar, respectively. On
January 8, 2002, the most recent practicable date prior to the mailing of this
offer document to you, the exchange rate between Australian dollars and U.S.
dollars was A$1.00 = US$0.5208; the exchange rate between Canadian dollars and
U.S. dollars was C$1.00 = US$0.6267; and the exchange rate between Canadian
dollars and Australian dollars was C$1.00 = A$1.2034.



   See section 15.8, "Additional information--Selected exchange rate data" on
page 163 for more information.


   You should obtain current quotes of the relevant exchange rates.


  1.8 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


   This offer document contains both historical and forward-looking statements.
All statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements. These forward-looking statements are not
based on historical facts, but rather reflect our current expectations
concerning future results and events and generally may be identified by the use
of forward-looking words or phrases such as "believe," "aim," "expect,"
"anticipate," "intend," "foresee," "likely," "should," "planned," "may,"
"estimated," "potential" or other similar words and phrases. Similarly,
statements that describe our objectives, plans or goals are or may be
forward-looking statements.

   These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to differ materially from the anticipated results, performance
or achievements expressed or implied by these forward-looking statements. You
should review carefully all information, including the financial statements and
the notes to the financial statements, included in this offer document.

   The risk factors described in section 3 beginning on page 25 could affect
our future results, causing these results to differ materially from those
expressed, implied or projected in any forward-looking statements. These
factors are not necessarily all of the important factors that could cause our
actual results to differ materially from those expressed in any forward-looking
statements. Other unknown or unpredictable factors also could have material
adverse effects on future results. The forward-looking statements included in
this offer document are made only as of the date of this offer document. We
cannot assure you that projected or implied results or events will be achieved.

   All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are qualified by the cautionary
statements in this section.


  1.9 OTHER


   To the extent permissible under applicable law, this offer document will be
governed by Australian law.

   In this offer document and the Acceptance Form, unless the context otherwise
requires, words and phrases have the same meaning and interpretation (if any)
given to them in Chapter 6 of the Corporations Act of Australia or the
Securities Clearing House Business Rules of the ASX.

                                      6



2  OVERVIEW AND SELECTED INFORMATION

   THE INFORMATION IN THIS SECTION SUMMARIZES INFORMATION AND STATEMENTS
ELSEWHERE IN THIS OFFER DOCUMENT. IT SHOULD BE READ IN CONJUNCTION WITH THE
WHOLE OFFER DOCUMENT.

  2.1  QUESTIONS AND ANSWERS ABOUT THIS OFFER

       Q: WHAT WILL HAPPEN IN THE OVERALL TRANSACTION?

       A: In the proposed transactions, we intend to acquire both Normandy
          Mining Limited and Franco-Nevada Mining Corporation Limited to create
          the world's largest gold producer. It is also possible that we will
          acquire less than all of the shares of Normandy, either together with
          or separately from an acquisition of Franco-Nevada. We refer to the
          combined company that will result from these transactions as "New
          Newmont." To acquire Normandy, we are making an off-market bid for
          all of the outstanding ordinary shares in the capital of Normandy in
          exchange for 3.85 shares of Newmont common stock plus A$50.00 for
          every 100 Normandy shares. To acquire Franco-Nevada, we have entered
          into an arrangement agreement with Franco-Nevada, pursuant to which
          we will acquire all of the shares of Franco-Nevada for 0.8 of a share
          of Newmont common stock (or exchangeable shares, exchangeable for our
          common stock) for each Franco-Nevada common share. OUR BID FOR
          NORMANDY IS NOT CONDITIONED ON COMPLETION OF THE FRANCO-NEVADA
          TRANSACTION. However, completion of the Franco-Nevada transaction is
          conditioned on, among other things, Newmont and its associates
          achieving a relevant interest in at least 50.1% of the ordinary
          shares in the capital of Normandy, calculated on a fully-diluted
          basis.

       Q: WHAT WOULD I RECEIVE IN EXCHANGE FOR MY ORDINARY SHARES OF NORMANDY?

       A: The consideration offered is 3.85 shares of our common stock and
          A$50.00 for every 100 ordinary shares of Normandy (including shares
          represented by Normandy ADSs), or the U.S. dollar equivalent thereof
          for holders outside Australia.

          See section 5.1 on page 48 of this offer document for additional
       information.

       Q: WHAT WILL NEW NEWMONT LOOK LIKE FOLLOWING THE TRANSACTIONS?

       A: If the transactions are consummated in their entirety, New Newmont
          will become the world's leading gold company in terms of gold
          reserves, gold production and leverage to gold and will derive more
          than 70% of its production from politically and economically stable
          locations. The combination of Newmont, Normandy and Franco-Nevada
          will create one of the financially strongest companies in the gold
          industry. The transactions will strengthen our balance sheet and
          decrease our net-debt to net-book capitalization (after transaction
          costs) from 41% to an estimated 24%.

          Although we currently expect to consummate both transactions, there
          is a possibility that we will acquire Normandy while being unable to
          acquire Franco-Nevada. If we only acquire Normandy, New Newmont would
          still be the world's leading gold company in terms of reserves, gold
          production and leverage to gold and would still derive approximately
          70% of its production from politically stable locations. However, our
          net-debt to net-book capitalization (after transaction costs) after
          the acquisition of Normandy only would be an estimated 40%.

       Q: WHY DOES NEWMONT WANT TO ACQUIRE CONTROL OF NORMANDY AND
          FRANCO-NEVADA?

       A: We believe that the acquisition of Normandy and Franco-Nevada will
          provide us with a number of benefits and allow us to pursue our
          strategy to deliver superior stockholder value, including:

                                      7



           .  SCALE AND BALANCED POLITICAL RISK PROFILE. New Newmont will be
              the leader in gold production and gold reserves. New Newmont will
              have interests in 22 mines on five continents, including
              preeminent land positions in world-class gold districts in
              Nevada, Australia and Peru and a unique and diversified portfolio
              of development and exploration projects. Approximately 70% of the
              production (41% in the United States, 25% in Australia and 5% in
              Canada) will be in countries rated "AAA" by Standard & Poor's
              local currency credit rating. Approximately 60% of New Newmont's
              reserves (39% in the United States, 18% in Australia and 4% in
              Canada) will be in countries rated "AAA" by Standard & Poor's
              local currency credit rating. The size and diversification of
              these world-class assets and their balanced political risk
              profile will better position New Newmont to develop its
              attractive exploration properties around the world and will serve
              as an excellent platform for future growth.

           .  EXPLORATION AND DEVELOPMENT. New Newmont will have several
              advanced gold projects in its portfolio of assets and will have
              the flexibility to optimize the development of these projects
              based on project economics, political risk and and free cash flow
              profiles.

           .  POTENTIAL COST SAVINGS AND SYNERGIES.  New Newmont expects to
              realize from the combination of Newmont, Normandy and
              Franco-Nevada approximately US$70 million to US$80 million in
              after-tax synergies in the first full year, increasing to
              approximately US$80 million to US$90 million a year by the end of
              the second full year. Newmont has a strong track record of
              delivering on synergy expectations based on previous acquisition
              experience. The synergies will arise from rationalization of
              corporate overhead and exploration and development budgets,
              rationalization of operating efficiencies, and reductions in
              procurement costs, interest savings and tax benefits.

           .  FINANCIAL STRENGTH AND FLEXIBILITY. New Newmont's net-debt to
              net-book capitalization will be an estimated 24%, compared to
              approximately 41% for Newmont on a stand-alone basis. New Newmont
              will benefit from the free cash flow generated by Franco-Nevada's
              royalty stream and low cash cost operations that, together with
              an improved balance sheet, will provide the combined company with
              the ability to pursue growth while continuing to reduce overall
              debt. New Newmont will help manage financial risk by preserving
              and growing Franco-Nevada's royalty business, which will serve as
              a natural hedge in the event of a low gold price environment. New
              Newmont will also capitalize on the investment skill and
              expertise of Franco-Nevada's management through a merchant
              banking unit, which is expected to have the opportunity for
              growth by taking advantage of Newmont's processing technologies
              and the combined company's vast land package. The size and scope
              of New Newmont's holdings and the strength of management will
              afford a significant opportunity for strategic industry
              rationalization. If 100% of Normandy is acquired the combined
              company will review opportunities to further rationalize its
              asset base through the consolidation of separately held and
              managed assets and the sale or disposal of lower margin or
              non-core operations.

           .  LEVERAGE TO GOLD PRICE. We have a strong belief in the long-term
              value of gold. We intend to continue Newmont's "no-hedging"
              philosophy, creating the gold industry's largest unhedged,
              uncommitted reserve base of approximately 85 million ounces. The
              largely unhedged reserve base will offer shareholders the
              opportunity to benefit from New Newmont's substantial leverage to
              gold, although this strategy also increases the exposure to a
              fall in the gold price. New Newmont's annual pre-tax cash flow is
              estimated to increase US$162 million for every US$25 per ounce
              increase in the price of gold (this is the largest exposure in
              the industry by approximately 80%). Over time, New Newmont plans
              to opportunistically unwind Normandy's hedge book (currently at
              10.4 million ounces,

                                      8



              exclusive of TVX Normandy) to further its upside potential from
              increases in the price of gold.

           .  SUPERIOR MANAGEMENT. The management of New Newmont will employ
              best practices and personnel, focusing on core mining operations,
              reducing costs and applying the latest innovations and technology
              to increase cash flows from operations and effectively develop
              new opportunities. The combined management of the three companies
              will bring an array of expertise and skills to New Newmont, such
              as Newmont's and Normandy's strength in global operations, mine
              development and exploration, Franco-Nevada's corporate
              development skills and expertise in the management of royalty
              assets and investments and Newmont's proven ability to integrate
              acquisitions successfully by delivering synergies on schedule.

           .  GROWTH. New Newmont intends to use its experience in the
              discovery, evaluation, development and operation of large,
              sophisticated mining projects to continually optimize returns
              from existing core operations, pursue rational and effective
              development of Normandy's portfolio of development projects,
              enhance and grow its operations and project pipeline through
              strategic and opportunistic high-quality asset and equity
              acquisitions and maintain a geographically and politically
              diverse group of mining operations.


           .  MARKET LIQUIDITY. New Newmont will have significant capital
              market scale, providing global trading liquidity to investors.
              With an expected equity value of approximately US$8 billion and
              listings on the NYSE, ASX and TSE, investors in New Newmont will
              benefit from enhanced volume expected to be the largest in the
              gold sector with approximately US$62 million in average daily
              trading volume (based on historic trading of Newmont, Normandy
              and Franco-Nevada) and increased stockholder diversity. New
              Newmont will also be a member of the S&P 500 index, one of the
              world's leading trading indices and will pursue inclusion in key
              ASX indices as well.


       Q: WOULD THE FAILURE TO ACQUIRE FRANCO-NEVADA PREVENT NEWMONT FROM
          ACHIEVING THESE BENEFITS?

       A: If we do not acquire Franco-Nevada, the expected benefits of the
          transaction and their magnitude will be reduced; however, there would
          still be significant benefits realized from a combination of Newmont
          and Normandy.

          See section 4.2 on page 38 of this offer document for additional
          information.

       Q: WHAT IS THE PREMIUM IMPLIED BY THIS OFFER?

       A: Based on the closing price of our common stock on the NYSE on January
          2, 2002, the last trading day in the United States prior to our
          announcement of our intention to make this offer for all of the
          outstanding ordinary shares of Normandy, and the relevant exchange
          rate on that date of A$1.00=US$0.5148 as quoted by Bloomberg, the
          consideration currently being offered by us, including the cash
          consideration, represents a 5% premium over the closing price of
          ordinary shares of Normandy on the ASX on that date. Based on the 30
          trading day weighted average share prices prior to January 2, 2002 of
          Newmont and Normandy on the NYSE and ASX, respectively, and the
          exchange rate on January 2, 2002 of A$1.00=US$0.5148 as quoted by
          Bloomberg, this offer, including the cash consideration, represents a
          premium of 16%.

          Our current offer values each ordinary share of Normandy at A$1.93,
          based on the closing price of our common stock on the NYSE on January
          2, 2002 and the relevant exchange rate on that date of
          A$1.00=US$0.5148 as quoted by Bloomberg.

                                      9



          Based on the closing price of our common stock on the NYSE on
          September 4, 2001, the last trading day in the United States prior to
          the initial announcement of AngloGold Limited, a South African
          corporation, of its intention to make an offer for all of the
          outstanding ordinary shares of Normandy, and the relevant exchange
          rate on that date of A$1.00=US$0.5210 as quoted by Bloomberg, the
          consideration currently being offered by us, including the cash
          consideration, represents an 82% premium over the closing price of
          ordinary shares of Normandy on the ASX on that date.

          Our current offer values each ordinary share of Normandy at A$2.00,
          based on the closing price of our common stock on the NYSE on
          September 4, 2001 and the relevant exchange rate on that date of
          A$1.00=US$0.5210 as quoted by Bloomberg.


          See section 2.3 on page 23 of this offer document for more
          information.


       Q: WHY IS NEWMONT'S OFFER SUPERIOR TO THE OFFER MADE BY ANGLOGOLD?

       A: We believe that our offer is superior to AngloGold's offer for the
          following reasons:

           .  HIGHER PREMIUM. Our offer values Normandy at A$1.93 per share,
              based on the closing price of our common stock on the NYSE on
              January 2, 2002, the last trading day in the United States prior
              to our announcement of our intention to make this offer, and the
              exchange rate on that date of A$1.00 = US$0.5148. Our offer is
              A$0.12 (or 7%) more than AngloGold's offer, based on the closing
              price of AngloGold ADRs on the NYSE on that same date and at the
              same exchange rate.

           .  MORE CASH. Under our offer, Normandy shareholders will receive a
              cash payment per ordinary share of Normandy of A$0.50, or the
              U.S. dollar equivalent thereof for holders outside Australia,
              which is 67% more than the A$0.30 offered under AngloGold's
              offer, in addition to the 3.85 shares of our common stock for
              every 100 ordinary shares of Normandy.

           .  BETTER PAPER. In general, North American gold stocks trade at
              higher multiples as compared with either South African or
              Australian gold stocks. By accepting our offer, Normandy
              shareholders who receive shares of our common stock or Newmont
              CDIs will hold common stock or CDIs of a North American company
              and receive the benefits of these higher multiples. Achieving
              these multiples has been an important long-term objective of
              Normandy's management to improve shareholder value. AngloGold has
              argued that its current low-multiple stock valuation will be
              re-rated into a higher multiple stock. We believe this claim is
              dependent on first moving its market valuation from an even lower
              South African multiple to an Australian market valuation and
              then, over time, to a North American market valuation. We believe
              this is a proposition with uncertainty as to timing and success.

           .  GREATER FINANCIAL FLEXIBILITY TO DEVELOP NEW PROJECTS. Assuming
              we complete our proposed acquisitions of Normandy and
              Franco-Nevada, New Newmont will be one of the best-capitalized
              gold companies in the world. New Newmont will be the industry
              leader in gold production and gold reserves. Upon completion of
              the transactions, New Newmont will have approximately US$380
              million in cash and short-term investments (after payment of the
              A$0.50 per ordinary share cash consideration to Normandy
              shareholders and prior to transaction costs). With strong free
              cash flow generating capacity and a net-debt to net-book
              capitalization ratio of an estimated 24%, we will have enhanced
              financial flexibility. This flexibility will allow us to create
              value by developing Normandy's and Newmont's attractive portfolio
              of new projects and exploration properties. We believe that
              AngloGold has considerably less financial flexibility than we do
              because over the past two years, it has had a cash flow deficit
              of approximately US$153 million before financing activities,
              while paying

                                      10



              out approximately US$589 million in dividends. The level of
              dividend payments has been sustained with continued borrowings or
              proceeds from hedging future production. This policy (compounded
              by the additional borrowings of approximately A$670 million cash
              consideration under AngloGold's offer) is likely to hinder
              AngloGold's ability to maximize shareholder returns through the
              development of Normandy's properties.


           .  MORE LIQUIDITY. We expect that the common stock of New Newmont
              will be the world's most liquid gold stock, with listings on the
              NYSE, the ASX and the TSE. New Newmont will be a member of the
              S&P 500 index, one of the world's leading trading indices.
              AngloGold, on the other hand, has its primary listing in South
              Africa. On a pro forma basis and based on historical trading
              volumes, we will have approximately US$62 million of daily
              trading volume compared to approximately US$23 million for
              AngloGold. In addition to having significantly more liquidity
              than AngloGold, we do not have a controlling shareholder, as
              AngloGold does, which serves to decrease the public float and
              depress liquidity. In March 2001, AngloGold was removed from the
              S&P/ASX 200 for failing to provide adequate liquidity in
              Australia.


           .  BETTER UPSIDE TO GOLD PRICE. New Newmont expects to continue to
              be largely unhedged to provide gold equity investors the greatest
              possible upside to rising gold prices. New Newmont will have the
              largest unhedged reserve base in the world, and consequently the
              most leverage to gold price among major producers, generating
              approximately US$162 million in incremental pre-tax cash flow
              from a US$25 increase in the spot gold price. By comparison, the
              same increase in the spot gold price generates only approximately
              US$36 million in additional pre-tax cash flow for AngloGold on a
              pro forma basis. On a stand-alone basis after giving effect to
              the sale of certain South African assets, AngloGold currently
              provides its investors with only approximately US$8 million in
              incremental pre-tax cash flow from a US$25 increase in the spot
              gold price. Since its inception as a public company, AngloGold
              has had a history of hedging a significant portion of its
              production. New Newmont's leverage will increase as we
              opportunistically unwind the Normandy hedge book over time.

           .  LOWER RISK.  New Newmont will generate approximately 70% of its
              production and will hold approximately 60% of its reserves in
              countries rated "AAA" by Standard & Poor's local currency credit
              rating. New Newmont will generate approximately 12% of its
              production from Yanacocha in Peru, the largest mine in South
              America and one of the lowest cost gold mines in the world. In
              contrast, approximately 53% of AngloGold's pro forma production
              and approximately 58% of its pro forma reserve base would be
              located in Africa, with only approximately 35% of pro forma
              reserves located in "AAA"-rated countries. In addition, New
              Newmont's earnings have not been dependent on significant
              currency devaluations as is the case for AngloGold and the South
              African Rand, which has depreciated approximately 30% since
              AngloGold announced its bid on September 5, 2001.

           .  LESS MINING COMPLEXITY. All of New Newmont's reserves will be
              contained in either surface or shallow underground deposits,
              which are easier to develop and have lower capital and operating
              costs than deep underground mines. AngloGold, on the other hand,
              operates high-risk, deep underground mines that characterize gold
              mining in South Africa, where approximately 45% of AngloGold's
              total reserves would be located on a pro forma basis.

           .  BOARD ENDORSEMENT. Subject to its fiduciary duties, the Normandy
              board has reaffirmed its recommendation to recommend that you
              accept our bid and reject the AngloGold offer. However, despite
              providing its recommendation of Newmont's offer, the Normandy
              board of directors, despite repeated requests from Newmont, has
              declined to supply certain

                                      11




              information to Newmont that would generally be required to be
              included in this offer document under rules promulgated by the
              SEC. Normandy has declined to assist in gathering this
              information and has not provided Newmont access to Normandy's
              detailed accounting records, nor has Normandy assisted in
              preparing reconciliations to US GAAP. Normandy has also refused
              to permit or direct its auditors to provide information necessary
              for such US GAAP reconciliation, including an auditor's consent.
              Therefore, no such US GAAP reconciliation is provided nor is any
              pro forma financial information provided in this offer document.
              See "Risk factors--Risks related to the offer--We have not
              verified the reliability of the Normandy information included in,
              or which may have been omitted from, this offer document" on page
              27.


          We have received Franco-Nevada's unanimous board recommendation for
          our acquisition of Franco-Nevada and full support for the
          Franco-Nevada/Newmont transaction.

       Q: WHAT WILL BE THE FORM OF THE CONSIDERATION TO BE PAID TO ME IF I
          ACCEPT THIS OFFER?

       A: If you have a registered address in the United States or have a
          registered address in Canada, you will receive your share
          consideration in the form of our common stock (traded on the NYSE).

          If you have a registered address outside the United States or outside
          Canada, you will receive your share consideration in the form of
          Newmont CDIs (traded on the ASX). We anticipate that ten Newmont CDIs
          will represent one share of our common stock.

          If you have a registered address outside Australia and its external
          territories, and Newmont has not determined that the making or
          accepting of the offer would be in compliance with the laws of that
          jurisdiction, you will not receive or be entitled to receive Newmont
          CDIs. Instead, you are offered and you will receive the cash proceeds
          of a sale, on Newmont's behalf, on the open market of Newmont CDIs to
          which you otherwise would have been entitled.

          Whatever form of share consideration you receive, it will be
          equivalent to 3.85 shares of our common stock for every 100 ordinary
          shares of Normandy (including shares represented by Normandy ADSs).

          In addition, whatever form of share consideration you receive, you
          will also receive in cash A$0.50 per ordinary share of Normandy
          (including shares represented by Normandy ADSs), or the U.S. dollar
          equivalent thereof for holders outside Australia.

          If your registered address on the Normandy shareholder register or
          Normandy ADS register maintained by Normandy's depositary is within
          Australia, you will receive your cash consideration in Australian
          dollars. If your registered address on the Normandy shareholder
          register or Normandy ADS register maintained by Normandy's depositary
          is within any other jurisdiction (including the United States and
          Canada), you will receive your cash consideration in U.S. dollars. If
          you are to receive payment in U.S. dollars, we will convert the
          Australian dollar sum into U.S. dollars using the noon buying rate,
          as published by the Federal Reserve Bank of New York, on the date
          your acceptance is received.

          UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON YOUR CASH
          CONSIDERATION, REGARDLESS OF ANY DELAY IN REMITTING SUCH
          CONSIDERATION TO YOU.

          See section 5.1 on page 48 of this offer document for more
          information.

                                      12



       Q: MAY I RECEIVE A COMBINATION OF NEWMONT SHARES AND NEWMONT CDIS?

       A: No. You may receive only one form of share consideration with respect
          to your ordinary shares of Normandy (including shares represented by
          Normandy ADSs) as to which the offer has been accepted.

       Q: CAN I ACCEPT THE OFFER IF I HOLD A NUMBER OF ORDINARY SHARES OF
          NORMANDY THAT IS NOT EXACTLY DIVISIBLE BY 100?

       A: Yes. If you hold ordinary shares of Normandy other than in multiples
          of 100 ordinary shares of Normandy (or the equivalent represented by
          Normandy ADSs), you can still accept the offer and you will be
          entitled to (1) a pro rata entitlement to our shares (in the form of
          shares of our common stock or Newmont CDIs) based on the ratio of
          3.85 of our shares for every 100 of your ordinary shares of Normandy
          (including shares represented by Normandy ADSs) and (2) cash of
          A$0.50 per ordinary share of Normandy (including shares represented
          by Normandy ADSs), or the U.S. dollar equivalent thereof for holders
          outside Australia.

          In either case, you will be subject to the provisions of this offer
          document with respect to the treatment of fractional shares of our
          common stock and fractional Newmont CDIs, regardless of the form of
          consideration you receive.

          See section 5.1 on page 48 of this offer document for more
          information.

       Q: HOW WILL FRACTIONAL NEWMONT SHARES AND NEWMONT CDIS BE TREATED?

       A: If under the offer you become entitled to a fraction of a share of
          our common stock or a fraction of a Newmont CDI, your entitlement to
          that fraction will be aggregated with the fractional shares of our
          common stock or fractional Newmont CDIs, as the case may be, of other
          persons (so as to obtain whole shares of our common stock or whole
          Newmont CDIs, as the case may be) and sold on the open market, and
          you will receive your proportionate share of the net sale proceeds of
          your fractional shares of our common stock or fractional Newmont
          CDIs, as the case may be.

          See section 5.1 on page 48 of this offer document for more
          information.

       Q: HAS THE NORMANDY BOARD OF DIRECTORS MADE ANY RECOMMENDATION REGARDING
          THE OFFER TO NORMANDY SHAREHOLDERS AND HOLDERS OF NORMANDY ADSS?


       A: Yes. Subject to its fiduciary duties, the Normandy board of directors
          has agreed to recommend our offer to Normandy shareholders and
          holders of Normandy ADSs. However, despite providing its
          recommendation of Newmont's offer, the Normandy board of directors,
          despite repeated requests from Newmont, has declined to supply
          certain information to Newmont (including its auditor's consent) that
          would generally be required to be included in this offer document
          under rules promulgated by the SEC. See "Risk factors--Risks related
          to the offer--We have not verified the reliability of the Normandy
          information included in, or which may have been omitted from, this
          offer document" on page 27.


       Q: HAS THE FRANCO-NEVADA BOARD OF DIRECTORS MADE ANY RECOMMENDATION
          REGARDING NEWMONT'S PROPOSED ACQUISITION OF ALL OF THE OUTSTANDING
          FRANCO-NEVADA COMMON SHARES?

       A: Yes. Other than Mr. Seymour Schulich, Mr. Pierre Lassonde and Mr. M.
          Craig Haase, who are members of the management of Franco-Nevada and
          recused themselves from voting, each member of the Franco-Nevada
          board of directors has voted to approve Newmont's proposed
          acquisition of all of the outstanding Franco-Nevada common shares
          pursuant to the arrangement

                                      13



          agreement between the two parties, and recommends that Franco-Nevada
          shareholders vote to approve the arrangement. Messrs. Schulich and
          Lassonde recused themselves from voting due to their interests in the
          transaction, but have independently agreed with Newmont to escrow a
          significant portion of their Franco-Nevada common shares that will be
          exchanged for shares of our common stock as a demonstration of their
          commitment to the success of New Newmont.

       Q: HOW MANY ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS DOES NEWMONT
          CURRENTLY OWN?

       A: We do not directly own any ordinary shares of Normandy or Normandy
          ADSs. However, Franco-Nevada and one of its subsidiaries, which
          together own 446.1 million ordinary shares of Normandy, representing
          19.79% of the ordinary shares of Normandy (calculated on a fully
          diluted basis), have granted to us the right, exercisable at our
          discretion (but subject to obtaining Foreign Investment and Review
          Board (FIRB) approval in respect of 4.99% of the ordinary shares in
          Normandy), to acquire their block of ordinary shares of Normandy for
          the price of 3.85 of our shares for every 100 Normandy shares.


          See section 14.2 on page 148 of this offer document for more
       information.


       Q: HOW LONG DO I HAVE TO ACCEPT THIS OFFER?

       A: Unless the offer is extended, you will have until 7:00 p.m., Sydney
          time, 3:00 a.m., New York City time, on February 15, 2002, to accept
          the offer.

          See section 5.2 on page 49 of this offer document for more
       information.

       Q: CAN NEWMONT EXTEND THE OFFER PERIOD?

       A: Yes. We reserve the right, exercisable at our sole discretion, to
          extend the offer period. In addition, if we vary (that is, amend) the
          offer to increase the consideration offered, we will extend the offer
          period to the extent required by the Corporations Act and U.S.
          federal securities laws. In the event that the offer period is
          extended, we will be obliged under the Corporations Act to give
          Normandy and every Normandy shareholder (including every Normandy ADS
          holder) written notice of such extension, so long as the extension is
          not an extension of the offer period subsequent to the offer period
          being declared unconditional in all respects, in which case such
          notice will only be given to Normandy shareholders (including
          Normandy ADS holders) who have not previously accepted the offer.

          See section 5.2 on page 49 of this offer document for more
       information.

       Q: I HOLD ORDINARY SHARES OF NORMANDY IN MY NAME ON NORMANDY'S ISSUER
          SPONSORED SUBREGISTER. HOW DO I PARTICIPATE IN THIS OFFER?

       A: To accept the offer for ordinary shares of Normandy held in your name
          on Normandy's issuer-sponsored subregister, you should:

           .  complete and sign the accompanying Acceptance Form in accordance
              with the terms of the offer and the instructions on the
              Acceptance Form, and

           .  ensure that the Acceptance Form and any documents required by the
              terms of the offer are received in accordance with section 5.4(b)
              of this offer document before 7:00 p.m., Sydney time, 3:00 a.m.,
              New York City time, on February 15, 2002 (or any later date to
              which the period of the offer is extended) at an address or
              facsimile number specified in section 5.4(b) on page 50 of this
              offer document.

          See section 5.4 on page 50 of this offer document for more
       information.

                                      14



       Q: I HOLD ORDINARY SHARES OF NORMANDY IN A CHESS HOLDING. HOW DO I
          PARTICIPATE IN THIS OFFER?

       A: To accept the offer for ordinary shares of Normandy held in a CHESS
          Holding (as defined in the Securities Clearing House Business Rules),
          you should:

           .  instruct your broker or a controlling participant (for
              non-institutional Normandy shareholders, this is normally the
              stockbroker either through whom you bought your ordinary shares
              of Normandy or through whom you ordinarily acquire ordinary
              shares of Normandy on the ASX) to initiate acceptance of the
              offer in accordance with Rule 16.3 of the Securities Clearing
              House Business Rules before 7:00 p.m., Sydney time, 3:00 a.m.,
              New York City time, on February 15, 2002 (or any later date to
              which the period of the offer is extended), or

           .  if you are a CHESS participant who is not a broker (such as an
              institution, custodian, trustee or the like), initiate acceptance
              of the offer in accordance with Rule 16.3 of the Securities
              Clearing House Business Rules before 7:00 p.m., Sydney time, 3:00
              a.m., New York City time, on February 15, 2002 (or any later date
              to which the period of the offer is extended).

          Alternatively, you may sign and complete the accompanying Acceptance
          Form in accordance with the terms of the offer and the instructions
          on the Acceptance Form and ensure that it is received by 7:00 p.m.,
          Sydney time, 3:00 a.m., New York City time, on February 15, 2002 (or
          any later date to which the period of the offer is extended) at an
          address or facsimile number specified in section 5.4(b) on page 50 of
          this offer document.

          See section 5.4 on page 50 of this offer document for more
          information.

       Q: I HOLD NORMANDY AMERICAN DEPOSITARY RECEIPTS EVIDENCING NORMANDY
          ADSS. HOW DO I PARTICIPATE IN THIS OFFER?

       A: If you hold Normandy ADRs evidencing Normandy ADSs and wish to accept
          the offer, you should complete and sign the ADS Letter of Transmittal
          and deliver it, together with your Normandy ADRs and any other
          required documents, to the ADS exchange agent at an address specified
          in section 5.5(b) on page 52 of this offer document before 7:00 p.m.,
          Sydney time, 3:00 a.m., New York City time, on February 15, 2002 (or
          any later date to which the period of the offer is extended). DO NOT
          SEND YOUR NORMANDY ADRS TO US.

          See section 5.5 on page 52 of this offer document for more
          information, including more information about the ADS exchange agent.

       Q: I HOLD NORMANDY ADSS IN BOOK-ENTRY FORM. HOW DO I PARTICIPATE IN THIS
          OFFER?

       A: If you hold Normandy ADSs in book-entry form with a bank, broker or
          other nominee and wish to accept the offer, you must have your
          nominee transfer your Normandy ADSs to an account at The Depository
          Trust Company, commonly known as DTC, after which time your nominee
          will complete the confirmation of a book-entry transfer of your
          Normandy ADSs into the ADS exchange agent's account at DTC, and
          deliver it, together with an agent's message and any other required
          documents, to the ADS exchange agent at an address specified in
          section 5.5(b) on page 52 of this offer document before 7:00 p.m.,
          Sydney time, 3:00 a.m., New York City time, on February 15, 2002 (or
          any later date to which the period of the offer is extended).

          See section 5.5 on page 52 of this offer document for more
       information.

                                      15



       Q: I BENEFICIALLY HOLD NORMANDY ADSS REGISTERED IN THE NAME OF A
          FINANCIAL INSTITUTION. HOW DO I PARTICIPATE IN THIS OFFER?

       A: If you are a beneficial owner of Normandy ADSs that are registered in
          the name of a broker, dealer, commercial bank, trust company or other
          nominee and wish to accept the offer, you must contact this
          institution promptly and instruct it to accept the offer on your
          behalf before 7:00 p.m., Sydney time, 3:00 a.m., New York City time,
          on February 15, 2002 (or any later date to which the period of the
          offer is extended).

       Q: I HOLD OPTIONS ISSUED BY NORMANDY UNDER ITS EMPLOYEE SHARE BONUS PLAN
          OR EXECUTIVE SHARE INCENTIVE PLAN. HOW DO I PARTICIPATE IN THIS OFFER?

       A: If you are a holder of options issued by Normandy under its employee
          share bonus plan or executive share incentive plan, you may only
          accept the offer if you exercise those options in accordance with
          their terms and accept the offer with respect to the ordinary shares
          of Normandy received by you upon exercise of your options before 7:00
          p.m., Sydney time, 3:00 a.m., New York City time, on February 15,
          2002 (or any later date to which the period of the offer is extended).

          See section 5.3 on page 50 of this offer document for more
       information.

       Q: CAN I CHANGE MY MIND AND WITHDRAW MY ORDINARY SHARES OF NORMANDY OR
          NORMANDY ADSS AFTER I ACCEPT THIS OFFER?

       A: Once you have accepted the offer, you will be unable to revoke your
          acceptance, the contract resulting from your acceptance will be
          binding on you and YOU WILL BE UNABLE TO WITHDRAW THE ORDINARY SHARES
          OF NORMANDY OR NORMANDY ADSS with respect to which your acceptance
          was made, except in the limited circumstance described below. If the
          offer period is extended for more than one month and, at the time,
          the offer is subject to a condition (which means that a condition to
          the offer has not been satisfied or waived at that time), you will be
          able to withdraw your acceptance and your ordinary shares of Normandy
          or Normandy ADSs, as appropriate. A notice will be sent to you at
          such time explaining your rights in this regard.

          See section 5.8 on page 55 of this offer document for more
          information.

       Q: HOW WILL I KNOW THE PROGRESS OF THIS OFFER?

       A: We will notify the ASX:

           .  by 9:30 a.m. on the next Australian business day if the
              percentage of ordinary shares of Normandy (including shares
              represented by Normandy ADSs) which are accepted under the offer
              increases by 1% or more, based on the total number of ordinary
              shares of Normandy (including shares represented by Normandy
              ADSs) then issued,

           .  as soon as possible upon satisfaction or waiver of any condition
              to our obligation to accept ordinary shares of Normandy
              (including shares represented by Normandy ADSs) for exchange
              pursuant to the offer, and

           .  as soon as possible if the offer is declared unconditional in all
              respects.

          You will be able to obtain copies of these notifications from the
          ASX's website at HTTP://WWW.ASX.COM.AU. In addition, we will publicly
          announce the offer being declared unconditional in all respects no
          later than one Australian business day after the occurrence of this

                                      16



          event. We, in our sole discretion, may make further announcements
          regarding the progress of the offer from time to time.

          See section 5.2 on page 49 of this offer document for more
          information.

       Q: WHEN WILL I RECEIVE MY NEWMONT SHARES OR NEWMONT CDIS AND MY CASH
          CONSIDERATION?

       A: In accordance with the Corporations Act, we will provide the
          consideration for your ordinary shares of Normandy (including shares
          represented by Normandy ADSs) within five business days after the
          date of your acceptance of the offer if the offer is unconditional at
          that time, or if the offer is conditional when you accept it within
          five business days after the date upon which all the conditions are
          satisfied or waived.

          See section 5.11 on page 61 of this offer document for more
          information.

       Q: WILL I HAVE TO PAY BROKERAGE FEES OR STAMP DUTY?

       A: If your ordinary shares of Normandy or Normandy ADSs are registered
          in your name and you deliver them directly to us or the ADS exchange
          agent, as appropriate, you will not incur any brokerage or other
          transaction fees in connection with your acceptance of the offer. If
          you hold your ordinary shares of Normandy or Normandy ADSs through a
          bank, broker or other nominee, you should ask your bank, broker or
          other nominee whether it will charge any transaction fees or service
          charges in connection with your acceptance of the offer.

          Any stamp duty payable in respect of transfers of ordinary shares of
          Normandy and Normandy ADSs to us pursuant to the offer will be paid
          by us.

          See section 5.14 on page 63 of this offer document for more
          information.

       Q: ARE THERE ANY CONDITIONS TO NEWMONT'S OBLIGATION TO COMPLETE THIS
          OFFER?

       A: Yes. The completion of the offer is subject to the satisfaction or
          waiver by us of the following conditions upon or prior to the
          expiration of the offer:

           .  the Treasurer of the Commonwealth of Australia advises us in
              writing, before the expiration date of the offer that there is no
              objection under the Australian Federal Government's foreign
              investment policy or under the Foreign Acquisitions and Takeovers
              Act 1975 (Cth) of Australia to the acquisition of ordinary shares
              of Normandy (including shares represented by Normandy ADSs) by us
              as contemplated by the offer, such an acquisition otherwise not
              being in breach of that legislation or the Treasurer ceases to be
              entitled to make an order under Part II of that legislation
              regarding the acquisition of such ordinary shares by us;

           .  before the end of the offer period, we and our associates have
              relevant interests in at least 50.1% of the ordinary shares of
              Normandy (including shares represented by Normandy ADSs) then
              issued (taking into account the 19.79% owned by Franco-Nevada),
              calculated on a fully-diluted basis;

           .  before the end of the offer period, our stockholders shall have
              taken all actions necessary to approve the issue of the shares of
              our common stock under the offer;

           .  none of the following prescribed occurrences happening during the
              period from the date of this offer document to the expiration of
              the offer:

              .  Normandy converting all or any of its shares into a larger or
                 smaller number of shares under section 254H of the
                 Corporations Act;

                                      17



              .  Normandy or a subsidiary of Normandy resolving to reduce its
                 share capital in any way;

              .  Normandy or a subsidiary of Normandy entering into a buyback
                 agreement or resolving to approve the terms of a buyback
                 agreement under sections 257C(1) or 257D(1) of the
                 Corporations Act;

              .  Normandy or a subsidiary of Normandy making an issue of its
                 shares (other than ordinary shares of Normandy issued as a
                 result of the exercise of options issued under Normandy's
                 employee share bonus plan and executive share incentive plan)
                 or granting an option over its shares or agreeing to make such
                 an issue or grant such an option;

              .  Normandy or a subsidiary of Normandy issuing, or agreeing to
                 issue, convertible notes;

              .  Normandy or a subsidiary of Normandy disposing, or agreeing to
                 dispose, of the whole, or a substantial part, of its business
                 or property;

              .  Normandy or a subsidiary of Normandy charging, or agreeing to
                 charge, the whole, or a substantial part, of its business or
                 property;

              .  Normandy or a subsidiary of Normandy resolving that it be
                 wound up;

              .  the appointment of a liquidator or provisional liquidator of
                 Normandy or of a subsidiary of Normandy;

              .  the making of an order by a court for the winding up of
                 Normandy or of a subsidiary of Normandy;

              .  an administrator of Normandy or of a subsidiary of Normandy
                 being appointed under section 436A, 436B or 436C of the
                 Corporations Act;

              .  Normandy or a subsidiary of Normandy executing a deed of
                 company arrangement; or

              .  the appointment of a receiver, receiver and manager, other
                 controller (as defined in the Corporations Act) or similar
                 official in relation to the whole, or a substantial part, of
                 the property of Normandy or of a subsidiary of Normandy;

           .  before the end of the offer period, no material adverse change
              occurs or is announced in the business, financial or trading
              position or condition, assets or liabilities, profitability or
              prospects of Normandy and its subsidiaries taken as a whole;

           .  before the end of the offer period, Normandy does not disclose
              any untrue statement of, or omit to state, a fact that was
              required to be stated, or necessary so as to make a statement not
              misleading, in any document filed by or on behalf of Normandy
              with ASX or ASIC since January 1, 2001, where the untrue
              statement or omission of fact results in a material adverse
              effect in relation to the business, financial or trading position
              or condition, assets or liabilities, profitability or prospects
              of Normandy and its subsidiaries taken as a whole;

           .  during the period from the date of this offer document to the
              expiration of the offer:

              .  there is not in effect any preliminary or final decision,
                 order or decree issued by any government or governmental,
                 semi-governmental, statutory or judicial entity or authority,
                 whether in Australia or elsewhere, including, without
                 limitation, any self-regulatory organization established under
                 statute or any stock exchange (a "Public Authority"), or

              .  no application is made to any Public Authority (other than by
                 us), or commenced by a Public Authority against either us or
                 Normandy, in consequence or in connection with the offer, any
                 public against either Newmont or Normandy,


              which restrains or prohibits or otherwise materially adversely
              impacts upon, the making of the offer or the completion of any
              transaction contemplated by the offer or the deed of


                                      18



              undertaking entered into by us and Normandy or the rights of us
              or our associates in respect of Normandy and the ordinary shares
              of Normandy to be acquired under the offer or otherwise;

           .  before the end of the offer period, no breach of any covenant,
              warranty or representation made by Normandy or in the deed of
              undertaking entered into by us and Normandy occurs or is
              announced which has a material adverse effect on the business,
              financial or trading position or condition, assets or
              liabilities, profitability or prospects of Normandy and its
              subsidiaries taken as a whole;

           .  all necessary governmental or regulatory filings (including under
              the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
              amended (which we refer to as the "HSR Act"), and other
              competition and foreign investment approval filings or
              notifications) having been made, all applicable waiting periods
              with respect to any governmental or regulatory filings having
              expired or having been terminated, no action having been taken to
              restrain the offer by any governmental authority, and all
              necessary governmental or regulatory approvals having been
              obtained to ensure that:

             (A) we can vote and acquire all ordinary shares of Normandy
                 (including shares represented by Normandy ADSs) under the
                 offer; and

             (B) our shares of common stock and Newmont CDIs can be issued
                 under the offer and traded without restriction, including,
                 without limitation, under the U.S. Securities Act of 1933, as
                 amended;

           .  neither Normandy nor any subsidiary of Normandy is a party to any
              agreement with Australian Magnesium Corporation Limited or is
              subject to any other obligation in respect of Australian
              Magnesium Corporation Limited for an amount greater than A$20
              million other than:

              .  those agreements and obligations disclosed in the Australian
                 Magnesium Corporation Limited prospectus dated October 15,
                 2001, or

              .  an obligation by Normandy to subscribe for Australian
                 Magnesium Corporation Limited shares in the manner and subject
                 to the conditions contained in the Australian Magnesium
                 Corporation Limited prospectus dated October 15, 2001; and

           .  before the end of the offer period, there is no waiver of any
              condition precedent to the commitment of either Normandy, any
              subsidiary of Normandy, the syndicate of banks, the Australian
              Federal Government or the State Government of Queensland to
              provide funds to Australian Magnesium Corporation Limited being
              conditions precedent to commitments disclosed or referred to in
              the Australian Magnesium Corporation Limited prospectus dated
              October 15, 2001.

          The completion of the offer is also conditioned on (1) the
          application, within seven days after the start of the offer period,
          for admission or quotation of Newmont on ASX and of the shares of our
          common stock on the NYSE and (2) the granting of permission for
          admission to quotation of the Newmont CDIs on ASX and for quotation
          of our shares on the NYSE no later than seven days after the end of
          the offer period.

          See section 5.10 on page 57 of this offer document for more
       information.

       Q. ARE THERE ANY REGULATORY REQUIREMENTS THAT MUST BE COMPLIED WITH IN
          CONNECTION WITH THIS OFFER?

       A. Yes. Pursuant to the HSR Act, on November 28, 2001, we filed a
          Premerger Notification and Report Form in connection with the offer
          with the Antitrust Division of the U.S. Department of

                                      19



          Justice (which we refer to as the "Antitrust Division") and the U.S.
          Federal Trade Commission (which we refer to as the "FTC"). Under the
          applicable provisions of the HSR Act, the acquisition of ordinary
          shares of Normandy and Normandy ADSs in the offer may not be
          consummated until the expiration or earlier termination of a
          30-calendar day waiting period following the filing by us. On
          December 21, 2001, the applicable waiting period was terminated early
          by the FTC.

          Under the Foreign Acquisitions and Takeovers Act 1975 (Cth) of
          Australia, we must notify the Foreign Investment Review Board (which
          we refer to as "FIRB"), which acts on behalf of the Treasurer of
          Australia, before we acquire more than 15% of Normandy. The Treasurer
          may prohibit the acquisition, if he considers that it would be
          contrary to the national interest. The Treasurer must decide within
          30 days whether he has any objection to the acquisition, or extend
          the time for making a decision by up to a further 90 days. The
          notification was lodged with FIRB on December 7, 2001; hence, the
          initial period for a decision was due to expire on January 6, 2002.
          On January 7, 2002 FIRB made an interim order in relation to our
          proposal. Although the interim order allows for a further period of
          90 days for FIRB to examine our proposal, FIRB has stated that it has
          all the information which it requires to consider our proposal and
          anticipates that a recommendation to the Treasurer will be made much
          sooner.

          We and Normandy conduct operations in a number of other jurisdictions
          where regulatory filings or approvals may be required in connection
          with the offer. We have made or will make antitrust filings with the
          relevant authorities in Brazil and Canada and anticipate making
          appropriate antitrust filings in Germany. We received advance ruling
          certificates from the Canadian Competition Bureau with respect to
          both transactions. We are currently in the process of reviewing
          whether any other filings will be required or advisable in other
          jurisdictions, and currently intend to make the appropriate
          regulatory filings and applications if it is determined that such
          filings are required or advisable.

          See section 6 on page 64 of this offer document for more information.

       Q: IF I ACCEPT THE OFFER, WILL THIS BE A TAXABLE TRANSACTION TO ME FOR
          AUSTRALIAN TAX PURPOSES?

       A: The disposal of your ordinary shares of Normandy or Normandy ADSs by
          accepting the offer may be a taxable transaction for Australian tax
          purposes. However, if you are an Australian resident and hold your
          ordinary shares of Normandy or Normandy ADSs on capital account, then
          you may be able to choose roll-over relief from Australian capital
          gains tax if we acquire 80% or more of all shares of Normandy
          (including shares represented by Normandy ADSs) pursuant to the
          offer. The roll-over will not apply to the cash you receive as part
          of the consideration.

          If you are a non-resident of Australia, then the disposal of your
          ordinary shares of Normandy or Normandy ADSs may be a taxable
          transaction for Australian tax purposes depending on a number of
          factors.


          See section 13.1 on page 136 of this offer document for more
          information.


       Q: IF I ACCEPT THE OFFER, WILL THIS BE A TAXABLE TRANSACTION TO ME FOR
          U.S. FEDERAL INCOME TAX PURPOSES?

       A: We have structured this transaction so that it is anticipated that
          the exchange of ordinary shares of Normandy or Normandy ADSs for our
          common stock or Newmont CDIs pursuant to the offer will, taken
          together with the exchange of Newmont common stock for New Newmont
          common stock and the exchange of Franco-Nevada common shares for New
          Newmont common stock, be

                                      20



          treated as an exchange described in Section 351 of the Internal
          Revenue Code. Assuming the offer is treated as an exchange described
          in Section 351 of the Internal Revenue Code, U.S. holders of ordinary
          shares of Normandy or Normandy ADSs will not recognize gain or loss
          for U.S. federal income tax purposes in the offer (except for gain or
          loss recognized because of cash received instead of fractional shares
          of our common stock or because we pay additional cash consideration).
          If the offer is consummated but fails to be treated as an exchange
          described in Section 351 of the Internal Revenue Code, the exchange
          of ordinary shares of Normandy or Normandy ADSs for our common stock
          or Newmont CDIs by a U.S. holder pursuant to the offer will be a
          taxable transaction for U.S. federal income tax purposes. With regard
          to non-U.S. holders, the exchange of ordinary shares of Normandy or
          Normandy ADSs for our common stock or Newmont CDIs generally will not
          be subject to U.S. federal income tax.

          However, determining the actual tax consequences of the exchange to
          you may be complicated and will depend on your specific situation and
          on variables not within our control. We encourage you to consult your
          own tax advisor for a full understanding of the exchange's tax
          consequences for you.


          See section 13.2 on page 140 of this offer document for more
          information.


       Q: IF I ACCEPT THE OFFER, WILL THIS BE A TAXABLE TRANSACTION TO ME FOR
          CANADIAN FEDERAL INCOME TAX PURPOSES?

       A: Generally, if you are a resident of Canada, the exchange of your
          ordinary shares of Normandy or Normandy ADSs for consideration that
          consists of shares of our common stock and cash will be a taxable
          transaction for Canadian tax purposes.


          See section 13.3 on page 144 of this offer document for more
          information.


       Q: FOLLOWING MY RECEIPT OF NEWMONT SHARES OR NEWMONT CDIS, WILL I BE
          ENTITLED TO RECEIVE DIVIDENDS DECLARED BY NEWMONT?

       A: Yes. Our shares of common stock (and Newmont CDIs through the shares
          of our common stock they represent) will participate fully in all
          dividends, other distributions and entitlements declared by us in
          respect of fully paid shares of our common stock.

       Q: IS THERE A U.S. WITHHOLDING TAX ON DIVIDENDS DECLARED BY NEWMONT?

       A: In general, dividends paid to a non-U.S. holder with respect to our
          common stock or Newmont CDIs will be subject to withholding of U.S.
          federal income tax at a 30% rate, or such lower rate as may be
          specified by an applicable income tax treaty. Dividends paid to a
          U.S. holder are generally not subject to withholding.

       Q: ARE THERE ANY DISSENTERS' OR APPRAISAL RIGHTS AVAILABLE TO ME WITH
          RESPECT TO MY ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS?

       A: No. There are no dissenters' rights or appraisal rights available to
          holders of ordinary shares of Normandy or Normandy ADSs. This means
          that you will not have the right to contest the fairness of the
          consideration that you will receive in the offer.


          See section 15.9 on page 164 of this offer document for more
          information.


                                      21



       Q: WHO CAN HELP ANSWER MY QUESTIONS ABOUT THIS OFFER?

       A: If you have any questions about the offer, or if you would like
          additional copies of this offer document, the Acceptance Form or the
          ADS Letter of Transmittal, you can contact Innisfree M&A
          Incorporated, the information agent for the offer:

                                [InnisFree Logo]

              For Normandy shareholders and Normandy ADS holders
                   located in the United States and Canada:

                        Banks and brokers call collect:
                                (212) 750-5833

          All others call toll-free in the United States and Canada:
                                (888) 750-5835


        For Normandy shareholders and Normandy ADS holders located in Australia
        and other jurisdictions (except the United States and Canada), please
        call the Newmont Shareholder Information Line toll-free in Australia at
        800 507-507 or, if you are outside Australia, at +61-2-9278-9331.


   2.2  INFORMATION REGARDING NORMANDY AND FRANCO-NEVADA

   NORMANDY

   We have included in this offer document information concerning Normandy
insofar as it is known or reasonably available to us. However, Normandy is not
affiliated with us and, except as otherwise specified in section 9.1, has not
permitted us access to its books and records and any other material non-public
information regarding Normandy.


   Normandy prepares its financial statements in accordance with Australian
GAAP, which differs in certain significant respects from US GAAP. These
differences as they relate to Normandy cannot be fully quantified due to the
limited disclosure provided in publicly available information. Such differences
are likely to be material. See section 9.3, "Information about
Normandy--Presentation of Normandy accounting information" on page 106.


   Pursuant to Rule 409 promulgated under the U.S. Securities Act of 1933, on
December 17, 2001, we requested that Normandy and its independent public
accountants provide to us all material information required to be included in
this offer document or required to make statements made herein not misleading.
On December 11, 2001, we requested that Normandy's independent public
accountants consent in a customary manner to the inclusion of its audit reports
with respect to the financial statements of Normandy included in this offer
document. On December 14, 2001, Normandy's independent public accountants
responded in writing to our December 11, 2001 letter stating that they were
reluctant to give consent for the inclusion of its audit report where consent
has not been given for the financial statements themselves, and believed it was
appropriate that its consent be given concurrently with Normandy's consent. On
December 19, 2001, Normandy, on its own behalf and on behalf of its
accountants, responded in writing to our December 17, 2001 letter and stated
that it was not appropriate for Normandy to bear any burden as to what the
offer document should contain and whether or not such document was misleading.
Normandy further stated that if there were specifics which Newmont wished to
refer to Normandy for review and comment, Normandy would consider whether it
could be of assistance and to

                                      22




what extent, on a case by case basis. In addition, Normandy stated that its
accountants were not in a position to provide assistance to us, that work on US
GAAP reconciliation of its financial statements had not been completed to
Normandy's satisfaction and that Normandy had not yet determined whether it
would allow U.S. GAAP reconciliation of its financial statements to be made
public at this time.




   On December 31, 2001, we reiterated our requests previously made to Normandy
to provide the information required for inclusion in our United States filings,
including the consent of Normandy's independent accountants and the information
necessary to permit Normandy's financial statements to be reconciled to US
GAAP. On January 2, 2002, Normandy responded to Newmont's reiterated request
stating that Normandy had carefully considered our requests and determined that
it must maintain Normandy's stance as expressed in Normandy's letter dated
December 19, 2001. Normandy stated that in its opinion it was not appropriate
that Normandy or its directors should have any legal responsibility for the
content of Newmont's registration statement. Normandy noted that the issue was
deliberately not covered in the pre-bid documentation because Normandy was not
prepared to take responsibility for the content of Newmont's offer document or
registration statement and that, in Normandy's opinion responsibility for the
content of the Newmont registration statement must remain with Newmont.
Normandy also noted that its own work on US GAAP reconciliation was still not
complete and, therefore, Normandy's directors were not prepared to permit the
publication of US GAAP reconciliations of Normandy's accounts. Normandy also
noted that it did not know whether its work on US GAAP reconciliation would
ever be completed, in view of the two competing bids and their announced
timeframes.

   See Section 4.3 "Reasons for and background to the transactions--Background
to the transactions" on page 40. See Section 3.1, "Risk factors--Risks related
to the offer--Although Normandy has recommended the Newmont offer, it has
declined to provide Newmont with financial information that Newmont has
requested for inclusion in this offer document" and "--We have not verified the
reliability of the Normandy information included in, or which may have been
omitted from, this offer document" on page 27.

   Normandy reports reserves in accordance with the JORC Code in accordance
with the requirements of the ASX. We prepare reserve information in accordance
with Securities and Exchange Commission (SEC) requirements.

   FRANCO-NEVADA

   The information in this offer document concerning Franco-Nevada was prepared
by Franco-Nevada management. We are not in a position to verify the information
concerning Franco-Nevada which is included in this offer document.



   Normandy shareholders and Normandy ADS holders should form their own views
concerning Franco-Nevada from the full range of public information available
concerning Franco-Nevada.




  2.3  COMPARATIVE MARKET PRICE DATA


   The following table presents the closing prices per share as reported on the
NYSE for shares of our common stock, on the ASX for ordinary shares of
Normandy, and on the TSE for Normandy ADSs as of:

      (a) January 2, 2002, which was the last trading day in the United States
   prior to our announcement of our intention to commence this offer, and


      (b) January 8, 2002, the last trading day prior to the date of this offer
   document for which prices for shares of our common stock, ordinary shares of
   Normandy and Normandy ADSs were available.


   The "equivalent basis shares" price of ordinary shares of Normandy and
Normandy ADSs represents the applicable market price for shares of our common
stock on the corresponding date, multiplied by the equivalent exchange ratio of
3.85 shares of our common stock plus A$50.00 for every 100 ordinary shares of
Normandy and converted at the relevant exchange rate as quoted by Bloomberg in
Australian dollars on January 2, 2002 of

                                      23




A$1.00 = US$0.5148 and on January 8, 2002 of A$1.00 = US$0.5208, respectively,
and in Canadian dollars on January 2, 2002 of C$1.00 = US$0.6264 and on
January 8, 2002 of C$1.00 = US$0.6267, respectively. See section 15.8,
"Additional information--Selected exchange rate data" for further information
on the exchange rate between Australian dollars and U.S. dollars, and Canadian
dollars and U.S. dollars.





                                     HISTORICAL                   NORMANDY
                        ------------------------------------- ----------------
                           NEWMONT           NORMANDY         EQUIVALENT BASIS
                        ------------- ----------------------- ----------------
                        SHARES (NYSE) SHARES (ASX) ADSS (TSE) SHARES    ADSS
                             US$           A$          C$       A$       C$
                        ------------- ------------ ---------- ------    -----
                                                        
    (a) January 2, 2002     19.09         1.83       15.00     1.93    15.84
    (b) January 8, 2002     18.70         1.86       15.50     1.88    15.64



   Based on the closing price of shares of our common stock on the NYSE on
January 2, 2002, the last trading day in the United States prior to our
announcement of our intention to make this offer and the relevant exchange rate
on that date of A$1.00 = US$0.5148, the consideration being offered, including
the cash consideration, represents a 5% premium over the closing price of
ordinary shares of Normandy on the ASX on that date. Based on the 30 trading
day weighted average share prices to January 2, 2002 of ordinary shares of
Normandy on the ASX and shares of our common stock on NYSE, and the exchange
rate on that date of A$1.00 = US$0.5148, the consideration being offered,
including the cash consideration, represents a premium of 16%. The offer,
including the cash component, values each ordinary share of Normandy at A$1.93,
based on the closing price of shares of our common stock on the NYSE on January
2, 2002 and the relevant exchange rate in Australian dollars on that date of
A$1.00 = US$0.5148.

   Normandy shareholders and Normandy ADS holders are urged to obtain current
market information regarding shares of our common stock, ordinary shares of
Normandy and Normandy ADSs. The market prices of these securities will
fluctuate during the pendency of the offer and thereafter, and may be different
from the prices set forth above at the time you accept the offer and at the
time you receive shares of our common stock or Newmont CDIs, as applicable.

                                      24



3 RISK FACTORS

   IN DECIDING WHETHER TO ACCEPT THE OFFER, YOU SHOULD READ THIS ENTIRE OFFER
DOCUMENT AND ITS ANNEXES CAREFULLY. YOU SHOULD ALSO CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, WHICH HAVE BEEN SEPARATED INTO THREE GROUPS:

    .  risks related to the offer,

    .  risks related to the gold mining industry generally, and

    .  risks related to our operations.

  3.1  RISKS RELATED TO THE OFFER

  MARKET FLUCTUATIONS MAY REDUCE THE MARKET VALUE OF THE CONSIDERATION OFFERED
  TO YOU BECAUSE THE EXCHANGE RATIO CONTEMPLATED BY THE OFFER IS FIXED.

   You are being offered consideration under the offer that consists, in part,
of a specified number of shares of our common stock or Newmont CDIs, rather
than a number of shares of our common stock or Newmont CDIs with a specified
market value. Thus, the market value of the shares of our common stock or
Newmont CDIs received pursuant to the offer will fluctuate depending upon the
market value of the shares of our common stock or Newmont CDIs. Accordingly,
the market value of shares of our common stock or Newmont CDIs at the time you
receive them may vary significantly from their market value on the date of your
acceptance of the offer.

   The cash consideration under our offer is fixed. However, if you are a
Normandy shareholder located outside Australia, you will receive this cash
consideration in U.S. dollars. The value of this cash consideration will
fluctuate based upon the relative exchange rate between U.S. and Australian
dollars.

  UNCERTAINTIES EXIST IN INTEGRATING THE BUSINESS OPERATIONS OF THE THREE
  COMPANIES.

   We intend, to the extent possible, to integrate our operations with those of
Normandy and, if the plan of arrangement is completed, Franco-Nevada. This
intention, and the risks associated with it, apply whether or not we acquire
Franco-Nevada. Our goal in integrating these operations is to increase earnings
and achieve cost savings by taking advantage of the synergies of consolidation
and enhanced growth opportunities. We may encounter substantial difficulties
integrating our operations with Normandy's and Franco-Nevada's operations,
resulting in a delay or the failure to achieve the anticipated synergies and,
therefore, the expected increases in earnings. Moreover, the integration
process may cause us to incur substantial costs as a result of, among other
things:

    .  loss of key employees,

    .  possible inconsistencies in standards, controls, procedures and
       policies, business cultures and compensation structures among us,
       Normandy and Franco-Nevada, and the need to implement, integrate and
       harmonize various business-specific operating procedures and systems, as
       well as company-wide financial, accounting, information and other
       systems, and

    .  the diversion of management's attention from day-to-day business as a
       result of the need to deal with integration issues.

   For these reasons, we may fail to complete successfully the necessary
integration of Newmont, Normandy and Franco-Nevada, or Newmont and Normandy (as
the case may be), or to realize any of the anticipated benefits of the
integration of the three companies. Actual cost savings and synergies may be
lower than we currently expect and may take a longer time to achieve than we
currently anticipate.

                                      25



  FULL INTEGRATION OF OUR OPERATIONS WITH NORMANDY'S OPERATIONS MAY NOT BE
  ACHIEVED IF WE CANNOT COMPULSORILY ACQUIRE ALL OUTSTANDING ORDINARY SHARES OF
  NORMANDY (INCLUDING SHARES REPRESENTED BY NORMANDY ADSS).

   Our offer (and the respective obligations of us and Franco-Nevada to
complete our acquisition of Franco-Nevada) are subject to a condition that,
before the end of the offer period, we and our associates have relevant
interests in at least 50.1% of the ordinary shares of Normandy (including
shares represented by Normandy ADSs) including the 19.79% owned by
Franco-Nevada, calculated on a fully-diluted basis. To effect the compulsory
acquisition of all of the ordinary shares of Normandy (including shares
represented by Normandy ADSs) under the Corporations Act of Australia, we are
required to have a relevant interest in at least 90% (by number) of all of the
shares of Normandy (including shares represented by Normandy ADSs) at the end
of the offer period. It is possible that, at the end of the offer period, we
will not hold a sufficient number of ordinary shares of Normandy (including
shares represented by Normandy ADSs) to effect a compulsory acquisition of the
remaining outstanding ordinary shares of Normandy (including shares represented
by Normandy ADSs) under the Corporations Act. This could prevent or delay us
from realizing some or all of the anticipated benefits from the integration of
our operations with Normandy's operations.

   See section 4.1, "Reasons for and background to the transactions--Reasons
for the transactions" on page 34.

  EVEN IF WE AND OUR ASSOCIATES HAVE RELEVANT INTERESTS IN AT LEAST 50.1% OF
  THE ORDINARY SHARES OF NORMANDY, WE MAY BE UNABLE TO COMPLETE THE ACQUISITION
  OF FRANCO-NEVADA.

   The respective obligations of us and Franco-Nevada to complete the
acquisition of Franco-Nevada by us are subject to the condition that we and our
associates have relevant interests in at least 50.1% of the ordinary shares of
Normandy, calculated on a fully diluted basis (including Normandy shares
represented by ADSs and Franco-Nevada's holding of approximately 19.79% of
Normandy shares calculated on a fully diluted basis). There is no condition to
our offer for Normandy that the Franco-Nevada transaction be completed. Even if
we and our associates have such relevant interests, however, Newmont may be
unable to acquire Franco-Nevada due to the non-satisfaction of any one of a
number of other conditions to that acquisition, including shareholder and
regulatory approvals. Accordingly, we may succeed in acquiring Normandy while
failing to acquire Franco-Nevada, and could thus be prevented from realizing
the benefits from the integration of our operations with Franco-Nevada's
operations that we expect to result from the acquisition of all of the
outstanding common shares of Franco-Nevada. Absent these benefits, we may not
achieve all of the strategic objectives we expect to achieve from the
combination of us, Normandy and Franco-Nevada into a single company.

   For further details on these consequences, see section 3.3, "Risk
factors--Risks related to our operations" on page 31 and see section 4.2,
"Reasons for and background to the transactions--Effect of a transaction
without Franco-Nevada" on page 38.

  ANTITRUST AND COMPETITION AUTHORITIES IN VARIOUS JURISDICTIONS MAY ATTEMPT TO
  DELAY OR PREVENT OUR ACQUISITION OF VOTING AND CONTROL RIGHTS OR MAY REQUIRE
  DIVESTITURES.

   We and Normandy conduct operations in a number of jurisdictions where
antitrust filings or approvals may be required in connection with the offer. We
have made or will make antitrust filings with the relevant authorities in the
United States, Brazil and Canada. Until the applicable waiting period in the
United States under the HSR Act expires or is terminated, we may not purchase
ordinary shares of Normandy (including shares represented by Normandy ADSs)
under the offer. We are currently in the process of reviewing whether any other
filings will be required or advisable in other jurisdictions, and we intend to
make the appropriate regulatory filings and applications if we decide that such
filings are required or advisable. We are confident that the necessary
regulatory approvals will be obtained. Nevertheless, we cannot provide any
assurance that the necessary approvals will be obtained or that there will not
be any adverse consequences to our or Normandy's business resulting from the
failure to obtain these regulatory approvals or from conditions that could be
imposed in connection with obtaining these approvals, including divestitures or
other operating restrictions upon our business.

                                      26



  NORMANDY SHAREHOLDERS AND NORMANDY ADS HOLDERS WILL HAVE LIMITED WITHDRAWAL
  RIGHTS WITH RESPECT TO THE OFFER, WHICH MEANS THAT A DECISION TO ACCEPT THE
  OFFER MAY BE IRREVOCABLE.

   Once you have accepted the offer for your ordinary shares of Normandy or
Normandy ADSs, you will only have limited rights to withdraw your acceptance of
the offer. Under Australian law, if, after you have accepted the offer and
while it remains subject to conditions, the offer period is extended for more
than one month and, you will be able to withdraw your acceptance. Otherwise,
you may be unable to withdraw your acceptance of the offer even if the market
value of shares of our common stock or Newmont CDIs varies significantly from
their value on the date of your acceptance of the offer.

  ALTHOUGH NORMANDY HAS RECOMMENDED THE NEWMONT OFFER, IT HAS DECLINED TO
  PROVIDE NEWMONT WITH FINANCIAL INFORMATION THAT NEWMONT HAS REQUESTED FOR
  INCLUSION IN THIS OFFER DOCUMENT.


   Although, as of the date of this offer document, the board of directors of
Normandy has recommended, subject to its fiduciary duties, that Normandy
shareholders accept Newmont's offer, Normandy, despite repeated requests from
Newmont, has declined to supply certain information to Newmont (including its
auditor's consent) that would generally be required to be included in this
offer document under rules promulgated by the SEC. Normandy has declined to
assist in gathering this information and has not provided Newmont access to
Normandy's detailed accounting records, nor has Normandy assisted in preparing
reconciliations to US GAAP. Normandy has also refused to permit or direct its
auditors to provide information necessary for such US GAAP reconciliation,
including an auditor's consent. Therefore, no such US GAAP reconciliation is
provided, nor is any pro forma financial information provided in this offer
document although the Franco-Nevada transaction is conditional upon Newmont
obtaining an interest in at least 50.1% of the ordinary shares of Normandy. See
"--We have not verified the reliability of the Normandy information included
in, or which may have been omitted from, this offer document" on page 27.


   Normandy justified its position for not providing Newmont with the requested
information on the basis that it was necessary that the Normandy board maintain
a "level playing field" between Newmont and the other bidder seeking to acquire
Normandy. Thus, according to Normandy, the fact that Normandy has recommended
the current Newmont offer should not be construed as making Newmont's offer a
"friendly" bid. According to Normandy, Newmont's offer is being assessed by the
Normandy board in the context of a true competitive auction. There is no real
constraint on the Normandy board from changing its recommendation of the
Newmont offer, consistent with the board's fiduciary duties.

  WE HAVE NOT VERIFIED THE RELIABILITY OF THE NORMANDY INFORMATION INCLUDED IN,
  OR WHICH MAY HAVE BEEN OMITTED FROM, THIS OFFER DOCUMENT.


   In respect of information relating to Normandy presented in, or omitted
from, this offer document, including all Normandy financial information, we
have relied exclusively upon publicly available information. Any inaccuracy in
the Normandy information contained in this offer document could adversely
affect the results of operations of the combined company. As explained in
greater detail below, Normandy has not provided Newmont access to Normandy's
detailed accounting records, nor has Normandy assisted in preparing
reconciliations to US GAAP. Normandy has also refused to permit or direct its
auditors to provide information necessary for such US GAAP reconciliation,
including an auditor's consent. Therefore, no such US GAAP reconciliation is
provided nor is any pro forma financial information provided in this offer
document. The absence of this reconciliation and this information may impair a
full assessment of the financial strengths of the combined company. In
addition, although Normandy has recommended the Newmont offer, any financial
information regarding Normandy that may be detrimental to the combined company
and that has not been publicly disclosed by Normandy may have an adverse effect
on the benefits we expect to achieve through the completion of the transactions
described in this offer document.


                                      27




   Pursuant to Rule 409 promulgated under the U.S. Securities Act of 1933, on
December 17, 2001, we requested that Normandy and its independent public
accountants provide to us all material information required to be included in
this offer document or required to make statements made herein not misleading.
On December 11, 2001, we requested that Normandy's independent public
accountants consent in a customary manner to the inclusion of its audit reports
with respect to the financial statements of Normandy included in this offer
document. On December 14, 2001, Normandy's independent public accountants
responded in writing to our December 11, 2001 letter stating that they were
reluctant to give consent for the inclusion of its audit report where consent
has not been given for the financial statements themselves, and believed it was
appropriate that its consent be given concurrently with Normandy's consent. On
December 19, 2001, Normandy, on its own behalf and on behalf of its
accountants, responded in writing to our December 17, 2001 letter and stated
that it was not appropriate for Normandy to bear any burden as to what the
offer document should contain and whether or not such document was misleading.
Normandy further stated that if there were specifics which Newmont wished to
refer to Normandy for review and comment, Normandy would consider whether it
could be of assistance and to what extent, on a case by case basis. In
addition, Normandy stated that its accountants were not in a position to
provide assistance to us, that work on US GAAP reconciliation of its financial
statements had not been completed to Normandy's satisfaction and that Normandy
had not yet determined whether it would allow US GAAP reconciliation of its
financial statements to be made public at this time.



   On December 31, 2001, we reiterated our requests previously made to Normandy
to provide the information required for inclusion in our United States filings,
including the consent of Normandy's independent accountants and the information
necessary to permit Normandy's financial statements to be reconciled to US
GAAP. On January 2, 2002, Normandy responded to Newmont's reiterated request
stating that Normandy had carefully considered our requests and determined that
it must maintain Normandy's stance as expressed in Normandy's letter dated
December 19, 2001. Normandy stated that in its opinion it was not appropriate
that Normandy or its directors should have any legal responsibility for the
content of Newmont's registration statement. Normandy noted that the issue was
deliberately not covered in the pre-bid documentation because Normandy was not
prepared to take responsibility for the content of Newmont's offer document or
registration statement and that, in Normandy's opinion responsibility for the
content of the Newmont registration statement must remain with Newmont.
Normandy also noted that its own work on US GAAP reconciliation was still not
complete and, therefore, Normandy's directors were not prepared to permit the
publication of US GAAP reconciliations of Normandy's accounts. Normandy also
noted that it did not know whether its work on US GAAP reconciliation would
ever be completed, in view of the two competing bids and their announced
timeframes. See Section 4.3 "Reasons for and background to the
transactions--Background to the transactions" on page 40.


  CHANGE OF CONTROL PROVISIONS IN NORMANDY'S AGREEMENTS TRIGGERED UPON THE
  ACQUISITION OF CONTROL OF NORMANDY MAY LEAD TO ADVERSE CONSEQUENCES.

   Normandy is a party to agreements that contain change of control provisions
that may be triggered if, following completion of the offer, we hold ordinary
shares of Normandy (including shares represented by Normandy ADSs) representing
a majority of the voting rights of Normandy. The operation of these change of
control provisions, if triggered, could result in significant debt acceleration
or prepayments and require Normandy to renegotiate its financings or sell joint
venture interests. These provisions may be waived with the consent of the other
party and we intend to consider seeking such waivers. In the absence of these
waivers, the operation of any of these change of control provisions could
adversely affect the operations of New Newmont.

  INFORMATION PROVIDED TO AND BY FRANCO-NEVADA REGARDING THE VARIOUS MINING
  PROPERTIES IN WHICH IT HOLDS ROYALTY INTERESTS HAS NOT BEEN INDEPENDENTLY
  VERIFIED.

   Franco-Nevada holds most of its producing mineral interests in the form of
net smelter return ("NSR") royalties and net profit interest ("NPI") royalties.
This means that Franco-Nevada does not, itself, own or operate any mines and,
aside from any audit rights that it may have with respect to the payments
received from mining companies, may not, in all cases, have access to
non-public or internal records of mining companies or may

                                      28



otherwise be restricted by confidentiality obligations. Accordingly, the
information provided by Franco-Nevada with respect to the production, reserves,
mining operations and exploration and development of the various mining
properties in which Franco-Nevada holds royalty interests has been taken from
information published by the operating companies in their annual reports, other
public disclosure documents and information prepared by management.
Franco-Nevada, and therefore we, cannot be certain that all of such information
is complete and accurate in all material respects. Changes in the reserves,
mining operations or development of any of the various properties in which
Franco-Nevada holds royalty interests could result in a material reduction in
the royalty income of the combined company.

  NORMANDY IS A SUBSTANTIAL SHAREHOLDER IN AUSTRALIAN MAGNESIUM CORPORATION
  (AMC).

   Normandy is a substantial holder of AMC securities and has significant
future obligations to AMC.

   AMC announced:

    .  on November 21, 2001, that all conditions of its public offer of
       distribution entitled securities pursuant to its prospectus dated
       October 15, 2001 have been satisfied; and

    .  on November 22, 2001, that the AMC board of directors has given formal
       approval to commence development of the $1.3 billion Stanwell Magnesium
       Project.

   There are a number of significant risks related to investments in AMC,
including:

    .  risks related to the Stanwell Magnesium Project which has no operating
       history;

    .  AMC's substantial dependence on the Stanwell Magnesium Project;

    .  risks related to the magnesium market;

    .  financial risks specific to AMC's business and operations;

    .  risk factors related to general market conditions; and

    .  AMC's reliance upon Normandy for financial and operational support.

   Additionally, AMC announced on November 29, 2001 that Normandy has agreed to
continue as guarantor of AMC's foreign exchange hedging position and $72
million corporate facility with ANZ Banking Group Limited. If AMC is unable to
perform its obligations under these arrangements, there is a risk that
Normandy, as guarantor, may incur liabilities under these arrangements.

  3.2  RISKS RELATED TO THE GOLD MINING INDUSTRY GENERALLY

  A SUBSTANTIAL OR EXTENDED DECLINE IN GOLD PRICES WOULD HAVE A MATERIAL
  ADVERSE EFFECT ON NEW NEWMONT.

   The businesses of Newmont, Normandy and Franco-Nevada are extremely
dependent on the price of gold, which is affected by numerous factors beyond
our control. Factors tending to put downward pressure on the price of gold
include:

    .  sales or leasing of gold by governments and central banks;

    .  a low rate of inflation and a strong U.S. dollar;

    .  global and regional recession or reduced economic activity;

    .  speculative trading;

    .  the demand for gold for industrial uses, use in jewelry, and investment;

    .  high supply of gold from production, disinvestment, scrap and hedging;

    .  interest rates;

    .  sales by gold producers in forward transactions and other hedging;

    .  the production and cost levels for gold in major gold-producing nations;
       and

    .  the cost level (in local currencies) for gold in major consuming nations.

                                      29



   Any drop in the price of gold adversely impacts our revenues, profits and
cash flows, particularly in light of our "no hedging" philosophy. Normandy and
Franco-Nevada have recorded asset writedowns in recent years as a result of a
sustained period of low gold prices. The combined company may experience
additional asset impairment as a result of continuing low gold prices.

   In addition, sustained low gold prices can: (1) reduce revenues further by
production cutbacks due to cessation of the mining of deposits or portions of
deposits that have become uneconomic at the then-prevailing gold price; (2)
halt or delay the development of new projects; (3) reduce funds available for
exploration, with the result that depleted reserves are not replaced; and (4)
reduce the existing reserves, by removing ores from reserves that cannot be
economically mined or treated at prevailing prices.

  WE NEED TO CONTINUALLY OBTAIN ADDITIONAL RESERVES FOR GOLD PRODUCTION.

   We must continually replace gold reserves depleted by production. Depleted
reserves must be replaced by expanding known orebodies or by locating new
deposits in order for us to maintain our production levels over the long term.
Success in exploration for gold is uncertain. As a result, the reserve base of
the combined company may decline as reserves are produced without adequate
replacement.

  ESTIMATES OF PROVEN AND PROBABLE RESERVES ARE UNCERTAIN.

   Estimates of proven and probable reserves and cash operating costs are
subject to considerable uncertainty. Such estimates are, to a large extent,
based on interpretations of geologic data obtained from drill holes and other
sampling techniques. Gold producers use feasibility studies to derive estimates
of cash operating costs based upon anticipated tonnage and grades of ore to be
mined and processed, the predicted configuration of the ore body, expected
recovery rates of metals from the ore, comparable facility, equipment and
operating costs, and other factors. Actual cash operating costs and economic
returns on projects may differ significantly from original estimates. Further,
it may take many years from the initial phase of drilling before production is
possible and, during that time, the economic feasibility of exploiting a
discovery may change.

  INCREASED COSTS COULD AFFECT PROFITABILITY.

   The cash cost of production at any particular mining location is frequently
subject to great variation from one year to the next due to a number of
factors, such as changing waste-to-ore ratios, ore grade and metallurgy. In the
past, a cash cost swing of 10% at any one location has not been a significant
factor in our profitability. However, this may not always be the case.

  MINING ACCIDENTS OR OTHER ADVERSE EVENTS AT A MINING LOCATION COULD REDUCE
  OUR PRODUCTION LEVELS.

   At any of our operations, production may fall below historic or estimated
levels as a result of mining accidents such as a pit wall failure in an open
pit mine, or cave-ins or flooding at underground mines. In addition, production
may be unexpectedly reduced at a location if, during the course of mining,
unfavorable ground conditions or seismic activity are encountered, ore grades
are lower than expected, or the physical or metallurgical characteristics of
the ore are less amenable to mining or treatment than expected.

  THE USE OF HEDGING INSTRUMENTS MAY PREVENT GAINS BEING REALIZED FROM
  SUBSEQUENT PRICE INCREASES.

   Consistent with our position as a largely unhedged producer, New Newmont
does not intend to enter into new gold hedging positions. This creates a risk
that, as gold prices fall, New Newmont's revenues will be adversely affected.
Further, over time, our intention is to deliver into Normandy's existing hedge
contracts, and we will seek to unwind New Newmont's hedge position when
economically attractive. Nonetheless, New Newmont will retain a gold hedging
position at the outset. If the gold price rises above the price at which future
production has been committed under these hedge instruments, we will have an
opportunity loss. However, if the gold price falls below that committed price,
New Newmont's revenues will be protected to the extent of such committed
production.

                                      30



  CURRENCY FLUCTUATIONS MAY AFFECT THE COSTS THAT WE INCUR.

   Currency fluctuations may affect the costs that we incur at our operations.
Gold is sold throughout the world based principally on the U.S. dollar price,
but a portion of our operating expenses are incurred in local currencies. The
appreciation of non-U.S. dollar currencies against the U.S. dollar can increase
the costs of gold production in U.S. dollar terms at mines located outside the
United States.

  GOLD MINING COMPANIES ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAWS AND
  REGULATIONS.

   Our exploration, production and processing operations are extensively
regulated under various U.S. federal, state and local and foreign laws relating
to the protection of air and water quality, hazardous waste management and mine
reclamation. We have incurred current liabilities and may have potential future
liability for environmental costs. Further, the regulatory environment for our
operations could change in ways that would substantially increase our liability
or the costs of compliance and that could have a material adverse effect on our
operations or financial position.

  3.3 RISKS RELATED TO OUR OPERATIONS

   IN ADDITION TO THE RISKS RELATED TO THE GOLD MINING INDUSTRY GENERALLY, OUR
OPERATIONS ARE ALSO SUBJECT TO THE FOLLOWING RISKS SPECIFIC TO US:

  OUR OPERATIONS OUTSIDE NORTH AMERICA AND AUSTRALIA ARE SUBJECT TO THE RISKS
  OF DOING BUSINESS ABROAD.

   Exploration, development and production activities outside of North America
and Australia are potentially subject to political and economic risks,
including:

    .  cancellation or renegotiation of contracts;

    .  disadvantages of competing against companies from countries that are not
       subject to U.S. laws and regulations, including the Foreign Corrupt
       Practices Act;

    .  changes in foreign laws or regulations;

    .  changes in tax laws;

    .  royalty and tax increases or claims by governmental entities;

    .  retroactive tax or royalty claims;

    .  expropriation or nationalization of property;

    .  currency fluctuations (particularly in countries with high inflation);

    .  foreign exchange controls;

    .  restrictions on the ability of local operating companies to sell gold
       offshore for U.S. dollars, and on the ability of such companies to hold
       U.S. dollars or other foreign currencies in offshore bank accounts;

    .  import and export regulations, including restrictions on the export of
       gold;

    .  restrictions on the ability to pay dividends offshore;

    .  environmental controls;

    .  risks of loss due to civil strife, acts of war, guerrilla activities,
       insurrection and terrorism; and

    .  other risks arising out of foreign sovereignty over the areas in which
       our operations are conducted.

   Consequently, our exploration, development and production activities outside
of North America and Australia may be substantially affected by factors beyond
our control, any of which could materially adversely

                                      31



affect our financial position or results of operations. Furthermore, in the
event of a dispute arising from such activities, we may be subject to the
exclusive jurisdiction of courts outside North America or Australia or may not
be successful in subjecting persons to the jurisdiction of the courts in North
America or Australia, which could adversely affect the outcome of a dispute.

   We have substantial investments in Indonesia, a nation that since 1997 has
undergone financial crises and devaluation of its currency, outbreaks of
political and religious violence, changes in national leadership and the
secession of East Timor, one of its former provinces. Despite democratic
elections in 1999, a change in government occurred in late July 2001, and civil
unrest, independence movements and tensions between the civilian government and
the military continue. These problems heighten the risk of abrupt changes in
leadership or in the national policy toward foreign investors, which in turn
could result in unilateral modification of concessions or contracts, increased
taxation, or expropriation of assets.

   In October 2000, Peru's President, Alberto Fujimori, resigned as a result of
various revelations and accusations relating to his national security advisor
Vladimiro Montesinos. An interim government was appointed, and elections for a
new president and Congress were held in April 2001, with run-off elections for
the presidency held in June 2001. During the last two years, Minera Yanacocha,
a gold mine which Newmont owns, has been the target of numerous local political
protests, including ones that blocked the road between the Yanacocha mine
complex and the city of Cajamarca. New Newmont cannot predict whether these
incidents will continue, nor can it predict the new government's continuing
positions on foreign investment, mining concessions, land tenure, environmental
regulation or taxation.

  WE INCUR COSTS TO COMPLY WITH ENVIRONMENTAL AND OTHER GOVERNMENTAL
  REGULATIONS, AND REMEDIATION COSTS FOR FEDERAL SUPERFUND LAW LIABILITIES MAY
  EXCEED THE PROVISIONS WE HAVE MADE.

   We have conducted extensive remediation work at two inactive sites in the
U.S. as a result of liability under the U.S. Superfund Law. At one of these two
sites, remediation requirements have not been finally determined and the
ultimate cost cannot be estimated with certainty. At a third site in the U.S.,
an inactive uranium mine and mill formerly operated by a subsidiary of Newmont,
final remediation has not begun due to the failure to date of federal agencies
to agree on a remediation plan. Newmont disputes its liability for remediation
costs at this site. The environmental standards that may ultimately be imposed
at this site remain uncertain and there is a risk that the costs of remediation
may exceed the provision Newmont's subsidiary has made for such remediation by
a material amount.

   Whenever a previously unrecognized remediation claim becomes known or a
previously estimated cost is increased, that amount of additional cost is
expensed in the same period and this can materially reduce net income in that
period.

   We also incur costs to comply with health and safety laws and regulations in
each country where we operate.

  WE COULD HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS.

   If we complete the acquisition of both Normandy and Franco-Nevada, our level
of indebtedness will increase. If we acquire Normandy and do not acquire
Franco-Nevada, the net debt level of New Newmont will be higher by
approximately US$517 million (after transaction costs) than if we had acquired
Franco-Nevada. This level of indebtedness could have important consequences on
our operations, including:

    .  we may need to use a large portion of the money we earn to repay
       principal and pay interest on our debt, which will reduce the amount of
       money available to finance our operations and other business activities;

                                      32



    .  our debt level may make us more vulnerable to economic downturns and
       adverse developments in our businesses and markets;

    .  our debt level may reduce our flexibility in responding to changing
       business and economic conditions, including increased competition in our
       industry; and

    .  our debt level may limit our ability to pursue other business
       opportunities, borrow money for operations or capital in the future or
       implement our business strategy.

   We expect to obtain the money to pay our expenses and to pay principal and
interest on our debt from our cash flow and refinancings. Our ability to meet
these requirements will depend on our future financial performance, which will
be affected by financial, business, economic and other factors. We will not be
able to control many of these factors, such as economic conditions in the
markets in which we operate. We cannot be certain that our future cash flow
will be sufficient to allow us to pay principal and interest on our debt and
meet our other obligations. If we do not have enough money to do so, we may be
required to refinance all or part of our existing debt, sell assets or borrow
more money. We cannot assure you that we will be able to do so on commercially
reasonable terms, if at all.

  OCCURRENCE OF EVENTS FOR WHICH WE ARE NOT INSURED MAY AFFECT OUR CASH FLOWS
  AND OVERALL PROFITABILITY.

   We maintain insurance to protect ourselves against certain risks related to
our operations. This insurance is maintained in amounts that are believed to be
reasonable depending upon the circumstances surrounding each identified risk.
However, we may elect not to have insurance for certain risks because of the
high premiums associated with insuring those risks or for various other
reasons. Occurrence of events for which we are not insured may affect our cash
flows and overall profitability.

  OUR BUSINESS DEPENDS ON GOOD RELATIONS WITH OUR EMPLOYEES.

   We will have a significant number of employees subject to collective
bargaining agreements. New Newmont may experience difficulties in integrating
labor policies, practices and strategies. In addition, problems with or changes
affecting employees of one company may affect relations with employees of one
or both of the other companies. The process of combining our companies
increases the risk of labor disputes, work stoppages, or other disruptions in
production that could adversely affect the combined company.

  THE EARNINGS OF NEW NEWMONT ALSO COULD BE AFFECTED BY THE PRICES FOR OTHER
  COMMODITIES.

   The revenues and earnings of New Newmont also could be affected, to a lesser
extent than by the price of gold, by the prices of other commodities such as
copper and zinc.

  WE MAY NOT HAVE SATISFACTORY TITLE TO OUR PROPERTIES.

   The validity and ownership of mining property holdings can be uncertain and
may be contested. Although we have attempted to acquire satisfactory title to
our properties, some risk exists that some titles, particularly titles to
undeveloped properties, may be defective. In addition, there are currently a
number of pending native title or traditional landowner claims relating to
certain of Normandy's properties in Australia.

                                      33



4  REASONS FOR AND BACKGROUND TO THE TRANSACTIONS

   The material in this section (other than that relating to Newmont) is based
on publicly available information about Normandy and information about Normandy
referred to in section 9 of this offer document, and public information about
Franco-Nevada.

  4.1 REASONS FOR THE TRANSACTIONS

   We are making the offer to facilitate the creation of what we believe will
be the premier global gold company. We have determined to pursue the
acquisition of each of Normandy and Franco-Nevada because we believe that the
enhanced benefits outlined below will arise from the combination of their
respective businesses with ours. Our offer for Normandy is not conditional on
the acquisition of Franco-Nevada, but the acquisition is conditioned upon,
among other things, our acquisition of a relevant interest in at least 50.1% of
Normandy ordinary shares on a fully-diluted basis. While we fully expect that
we will complete the acquisition of Franco-Nevada, it is possible that the
conditions to that acquisition will not be satisfied or waived. There can be no
assurance that we will be successful in completing the acquisition of
Franco-Nevada even if we acquire a relevant interest in at least 50.1% of
Normandy Shares. If we do not acquire Franco-Nevada, the expected benefits of
the transaction and their magnitude will be reduced; however, there would still
be benefits realized from a combination of Newmont and Normandy. This matter is
dealt with in item 4.2 of this section, which outlines the benefits that we
expect to result from the combination of Newmont and Normandy alone.

   Our goals in pursuing each of these transactions are to:

       (1) be the leading global gold investment vehicle, founded on a belief
         in gold's intrinsic, long-term value and its relevance to a balanced
         portfolio, and

      (2) deliver consistent and superior shareholder returns.

   To achieve these goals, New Newmont will draw on the complementary operating
and management skills of each of Newmont, Normandy and Franco-Nevada with the
intention of building a company with stable, profitable operations, a broad and
balanced portfolio of development opportunities, a strong balance sheet and
dedication to providing investors with the most leverage to a rising gold price.

   We will provide New Newmont a global operating base, a record of successful
project development and a strong investor base focused on returns from gold.
Normandy will contribute a significant portfolio of development projects and a
solid operating platform that is complementary to our global operations.
Franco-Nevada will contribute a valuable portfolio of mineral royalties and
investments, a strong balance sheet and a management team with a successful
track record in resource merchant banking.

   FORWARD-LOOKING STATEMENTS

   We believe that the inclusion of financial forecasts would be unduly
speculative and potentially misleading for Normandy shareholders, particularly
due to the effect that variations in the price of gold and exchange rates may
have on future earnings performance. This uncertainty is exacerbated by the
current level of uncertainty surrounding the global economy and financial
markets generally.

   In making this determination, we have taken into account the facts that
Newmont's, Normandy's and Franco-Nevada's shares have been listed on securities
exchanges around the world for some time and that international practice is not
to give forecasts of financial performance where there is uncertainty of
outcome.

   The statements made in this offer document about the anticipated impact the
combination of Newmont, Normandy and Franco-Nevada, or Newmont and Normandy may
have on the combined results of operations, as well as the benefits expected to
result from the combination, are forward-looking statements. Newmont's
operations (and those of Normandy and Franco-Nevada) and financial performance
are subject to numerous risks.

                                      34



As a result, New Newmont's actual results of operations and earnings, as well
as the actual benefits of the combination, may differ significantly from these
estimates in respect of timing, amount or nature and may be never achieved. For
a more detailed discussion of risks involving New Newmont that may affect
results of operations, earnings, and expected benefits of the combination, see
section 3, "Risk factors."

   PRODUCTION AND RESERVES

   New Newmont will be the industry leader in gold production and gold reserves:

   New Newmont will have interests in 22 mines on five continents, including
preeminent land positions in world-class gold districts in Nevada, Australia
and Peru and a unique and diversified portfolio of development and exploration
projects.

   New Newmont will have estimated combined 2001 production of 8.2 million
ounces (the largest in the industry by approximately 34%), including production
attributable to Franco-Nevada and Franco-Nevada's anticipated interest in Echo
Bay, a 52% increase over our estimated 2001 production of 5.4 million ounces.
Approximately 70% of the production (41% in the US, 25% in Australia and 5% in
Canada) will be in countries rated "AAA" by Standard & Poor's local currency
credit rating. Since 1996 we have reduced our cash costs of production from
US$220 per ounce to US$183 per ounce (as estimated for 2001).


   New Newmont will have estimated combined reserves (based on latest public
filings) of approximately 97 million ounces (the largest in the industry by
approximately 23%), including reserves attributable to Franco-Nevada and Echo
Bay, a 46% increase over our reserves of 66.3 million ounces. Over 60% of New
Newmont's reserves (39% in the United States, 18% in Australia and 4% in
Canada) will be in countries rated "AAA" by Standard & Poor's local currency
credit rating.


   Approximately 300,000 ounces of 2001 production, and approximately 2.2
million ounces of reserves, are attributable to Franco-Nevada's anticipated
interest in Echo Bay. As detailed in section 7.1, "Information about New
Newmont--General description of New Newmont's operations--Investments" on page
81, Franco-Nevada's acquisition of an equity interest in Echo Bay is subject to
the approval of Echo Bay shareholders and is conditional on regulatory
approvals.

   The size and diversification of these world-class assets and their balanced
political risk profile will better position New Newmont to develop its
attractive exploration properties around the world and will serve as an
excellent platform for future growth.

                                      35



   EXPLORATION AND DEVELOPMENT

   New Newmont will have several advanced gold projects in its portfolio of
assets. It will have the flexibility to optimize the development of these
projects based on project economics, political risk and free cash flow profiles.

   The following table sets out certain information with respect to New
Newmont's principal development projects:




                                                      %     ESTIMATED EQUITY RESERVES
PROJECT                               LOCATION    OWNERSHIP          (MM/OZ)
-------                               --------    --------- -------------------------
                                                   
NEWMONT:
Leeville                            Nevada, USA      100               3.0
Twin Creeks South                   Nevada, USA      100               1.9
Gold Quarry Expansion               Nevada, USA      100               3.0
Phoenix                             Nevada, USA      100               6.0
Yanacocha Sulfides & covered oxides Peru, S.A.      51.35              (a)

NORMANDY:
Boddington Expansion                Australia       44.4               4.9
Martabe                             Indonesia        90                (a)
Yamfo-Sefwi                         Ghana, Africa    90                3.3
Akim                                Ghana, Africa    80                (a)


   -----
   (a) Not included in Proven and Probable Reserves.

   New Newmont would have a 2002 exploration and research budget of
approximately US$75 million. It is expected that approximately 70% would be
applied to near-mine and regional exploration in existing districts, plus work
on advanced exploration and development projects in Indonesia and West Africa,
and approximately 30% on the worldwide search for new reserve opportunities
outside current operating districts, acceleration of select programs having
positive results, and on metallurgical research, operational optimization
studies and project evaluation.

   POTENTIAL COST SAVINGS AND SYNERGIES

   New Newmont expects to realize from the combination of Newmont, Normandy and
Franco-Nevada approximately US$70 million to US$80 million in after-tax
synergies for the first full year, increasing to approximately US$80 million to
US$90 million a year by the second full year. Newmont has a strong track record
of delivering on synergy expectations based on previous acquisition experience.

   RATIONALIZATION OF CORPORATE OVERHEAD AND EXPLORATION AND DEVELOPMENT
BUDGETS. New Newmont expects to generate significant savings by consolidating
various functions (including selected corporate services and establishment of a
global exploration team), eliminating redundant functions and prioritizing
exploration efforts across the worldwide portfolio. It is expected that an
estimated US$30 million of synergies will be realized through an estimated
US$10 million benefit from exploration and development synergies and a further
estimated US$20 million in general and administrative savings.

   REALIZATION OF OPERATING EFFICIENCIES. New Newmont's mining operations will
benefit from the application of Newmont's Gold Medal Performance program, the
sharing of best operating practices across a large and diverse portfolio of
operations and eliminating duplicative activities. The Gold Medal Performance
program focuses on improving operating efficiencies, time management and
employee productivity, input and communication, and has been a key element in
Newmont's ability to reduce operating costs.

   REDUCTIONS IN OPERATIONS/PROCUREMENT COSTS, INTEREST SAVINGS AND TAX
BENEFITS. New Newmont will realize approximately US$15-20 million benefits from
general operating improvements and from economies of scale in purchasing,
operating supplies and capital equipment along with savings from the operation
of mines in close proximity to Newmont's existing mines. New Newmont will
benefit from increased operating efficiencies and

                                      36



increased economies of scale in managing global procurement of equipment and
operating supplies through centralized and coordinated purchasing, including
use of Newmont's electronic marketplace connection, utilization of global
supply agreements with key vendors, and sharing of surplus equipment among a
larger portfolio of operations.

   The transactions will also allow a financial restructuring of New Newmont.
New Newmont will use its cash to repay current and maturing debt, resulting in
further interest savings. With a more modestly geared balance sheet and
substantially improved cash flows, the possibility exists for New Newmont to
improve, perhaps significantly, its credit rating thereby realizing savings in
financing costs.

   We also expect that New Newmont will be able to achieve substantial tax
savings through the utilization of the tax attributes of each of Newmont,
Normandy and Franco-Nevada.

   FINANCIAL STRENGTH AND FLEXIBILITY

   Following the combination of Newmont, Normandy and Franco-Nevada, New
Newmont's net debt to net book capitalization will be an estimated 24%,
compared to approximately 41% for Newmont on a stand-alone basis.

   New Newmont will benefit from the free cash flow generated by
Franco-Nevada's royalty stream and low cash cost operations that, together with
an improved balance sheet, will provide New Newmont with the ability to pursue
growth while continuing to reduce overall debt.

   New Newmont will help manage financial risk by preserving and growing
Franco-Nevada's royalty business, which will serve as a natural hedge in the
event of a low gold price environment. New Newmont will also capitalize on the
investment skill and expertise of Franco-Nevada's management through a merchant
banking unit, which is expected to have the opportunity for growth by taking
advantage of our processing technologies and the New Newmont's vast land
package.

   The size and scope of New Newmont's holdings and the strength of management
will afford a significant opportunity for strategic industry rationalization.
If 100% of Normandy is acquired New Newmont will review opportunities to
further rationalize its asset base through the consolidation of separately held
and managed assets and the sale or disposal of lower margin or non-core
operations.

   LEVERAGE TO GOLD PRICE

   We have a strong belief in the long-term value of gold. New Newmont intends
to continue Newmont's "no-hedging" philosophy, creating the gold industry's
largest unhedged, uncommitted reserve base of approximately 85 million ounces.
The largely unhedged reserve base will offer shareholders the opportunity to
benefit from New Newmont's substantial leverage to gold (although this strategy
also increases the exposure to a fall in the gold price). New Newmont's annual
pre-tax cash flow is estimated to increase by US$162 million for every US$25
per ounce increase in the price of gold (this is the largest exposure in the
industry by approximately 80%). Over time, New Newmont plans to
opportunistically unwind the current Normandy hedge book (currently at 10.4
million ounces, exclusive of TVX Normandy) to further its upside potential from
increases in the price of gold.

   BOARD OF DIRECTORS AND MANAGEMENT

   New Newmont's board of directors will initially consist of 17 members,
including the current 12 directors of Newmont, the two Co-Chief Executive
Officers of Franco-Nevada (Messrs. Seymour Schulich and Pierre Lassonde), one
additional nominee from the board of Franco-Nevada, and two nominees from the
board of Normandy. Mr. Champion de Crespigny willl be invited to fill one of
the Normandy positions.

   Wayne W. Murdy will serve as Chairman and Chief Executive Officer of New
Newmont and Pierre Lassonde will serve as its President.

                                      37



   New Newmont's combined management expects to employ best practices and
personnel, focusing on core mining operations, reducing costs and applying the
latest innovations and technology to increase cash flows from operations and
effectively develop new opportunities. The combined management of the three
companies will bring an array of expertise and skills to the combined company,
such as:

    .  GLOBAL DEVELOPMENT. Newmont's and Normandy's strength in global
       operations and mine development and Newmont's gold processing technology
       skills.

    .  MERCHANT BANKING. Franco-Nevada's corporate development skills and
       expertise in the management of royalty assets.

    .  MERGER INTEGRATION. Newmont's proven ability to successfully integrate
       acquisitions and deliver synergies on schedule.

   GROWTH

   Newmont intends to use its experience in the discovery, evaluation,
development and operation of large, sophisticated mining operations to:

      (1) Continually optimize returns from existing core operations.

      (2) Pursue rational and effective development of Normandy's portfolio of
   development projects.
      (3) Enhance and grow its operations and project pipeline through
   strategic and opportunistic high-quality asset and equity acquisitions, and
   aggressive, worldwide exploration.

      (4) Maintain a geographically and politically diverse group of mining
   operations.

   MARKET LIQUIDITY


   New Newmont will have significant capital market scale, providing global
trading liquidity to investors. With an expected equity value of approximately
US$8 billion, and listing on the NYSE and expected listings on the ASX and TSE,
New Newmont investors will benefit from enhanced trading volume, expected to be
the largest in the gold sector with approximately US$62 million in average
daily trading volume (based on historic trading of Newmont, Normandy and
Franco-Nevada) and increased stockholder diversity. New Newmont will also be a
member of the S&P 500 index, one of the world's leading trading indexes and
will pursue inclusion in key ASX indices as well.


4.2 EFFECT OF A TRANSACTION WITHOUT FRANCO-NEVADA

   While Newmont believes that it will complete the acquisition of
Franco-Nevada, it is possible that the conditions to that acquisition will not
be satisfied. Consequently, it is possible that we may succeed in acquiring
Normandy but fail to acquire Franco-Nevada.

   Although the inability to acquire Franco-Nevada will prevent New Newmont
from realizing all of the benefits that would arise from a combination of the
three companies as described above, New Newmont would still expect to achieve
benefits from the combination of Newmont and Normandy alone. New Newmont would
be the premier unhedged gold investment vehicle.

COMBINED PRODUCTION AND RESERVE ESTIMATES WOULD NOT BE MATERIALLY DIFFERENT

   A combination of Newmont and Normandy alone would not result in material
changes to the production and reserve figures set forth in section 7.1. New
Newmont would still have had estimated combined 2001 production of 7.9 million
ounces (the largest in the industry) and estimated combined reserves (based on
latest public filings) of 92.7 million ounces (again, the largest in the
industry), based on latest public filings.

   New Newmont would still have 22 mines on five continents and the industry's
largest land package. The absence of Franco-Nevada would not affect the balance
of the new company's political risk profile, with

                                      38



approximately 70% of combined production and approximately 60% of its combined
reserves in countries rated "AAA" by Standard & Poors local currency credit
rating.

   New Newmont also would expect to be a low cash cost producer. For the twelve
months ended September 30, 2001, the combined average cash cost of production
would have been US$173 per ounce.

STRONG MANAGEMENT

   If the Normandy transaction is completed but the Franco-Nevada transaction
is not, the board of directors initially will consist of 14 members, including
the current 12 directors of Newmont, and two nominees from Normandy. Mr.
Champion de Crespigny will be invited to fill one of the Normandy positions.

   Wayne W. Murdy will serve as Chairman, President and Chief Executive Officer
of the company.

   New Newmont would still draw on the complementary operating and management
skills of the two companies to build an integrated enterprise based on stable,
profitable operations, a broad and balanced portfolio of investment
opportunities, a sustainable balance sheet and dedication to providing
investors with the most leverage to a rising gold price. Newmont's track record
of exploration success, technical expertise and project development matches
well with Normandy's success in identifying and operating properties in the
region, and the combined enterprise will benefit from the sharing of best
practices and knowledge among the two companies.

MARKET LIQUIDITY


   New Newmont would still have significant capital market scale, and would
still provide global trading liquidity for investors. With an expected market
equity value of approximately US$5.6 billion, and listings on the NYSE, ASX and
TSE, investors in New Newmont would still benefit from enhanced trading volume
and increased stockholder diversity. New Newmont would also be a member of the
S&P 500 index and would pursue inclusion in key ASX indices.


CAPITAL STRUCTURE AND FINANCIAL FLEXIBILITY

   New Newmont would have a ratio of net debt to book capitalization of an
estimated 40% compared to approximately 41% for Newmont on a stand-alone basis.
Absent the acquisition of Franco-Nevada, New Newmont would not have the benefit
of Franco-Nevada's royalty income stream or cash balance and would have a
substantial amount of debt. It is unlikely, without Franco-Nevada, that New
Newmont would be able to pursue its growth objectives as aggressively, or be
able to immediately improve its credit rating to the same extent as if both
Normandy and Franco-Nevada are acquired.

   We expect that New Newmont would focus on improving its financial strength
and flexibility by taking advantage of the new company's scale, broad project
portfolio and global operating experience to reduce its cash costs of
production and increase free cash flow from operations. It also would focus
attention on rationalizing its asset base and disposing of non-core assets.
Cash raised as part of that process and from operations would be used to
further reduce the debt of New Newmont.

POTENTIAL COST SAVINGS AND SYNERGIES

   Synergies with respect to the rationalization of corporate overhead and
exploration and development budgets, operating efficiencies and reductions in
procurement costs would remain largely unaffected by the absence of
Franco-Nevada. The ability of a combined Newmont/Normandy to repay debt and
realize interest savings would be significantly reduced. Further, most of the
tax savings could not be achieved, as most of the tax synergies are
attributable to the combination of the three companies.

   New Newmont would expect to realize approximately US$40 million to US$45
million in after tax synergies in the first full year, increasing to US$45
million to US$50 million a year by the end of the second full

                                      39



year. The synergies will come primarily from rationalization of corporate
overhead and exploration and development budgets, rationalization of operating
efficiencies and reductions in procurement costs. Again, Newmont has a strong
track record of delivering on synergies.

LEVERAGE TO GOLD PRICE

   The absence of Franco-Nevada would not change Newmont's belief in the
long-term value of gold or its desire to continue Newmont's "no-hedging"
philosophy. Without Franco-Nevada, New Newmont would still have the industry's
largest unhedged reserve base of approximately 83 million ounces, and it would
still propose to opportunistically unwind Normandy's hedge book over time,
giving shareholders the same opportunity to benefit from the company's
substantial leverage to gold.

  4.3 BACKGROUND TO THE TRANSACTIONS

   From time-to-time in recent years, Newmont has considered acquisitions of
other gold mining companies as opportunities in the industry presented
themselves. In January 2001, Newmont completed its acquisition of Battle
Mountain Gold Company in a stock-for-stock merger involving the issuance of
Newmont common shares in a transaction accounted for as a pooling of interests
for financial reporting purposes. As a result of this merger, Newmont acquired
Australian operations.

   In the ordinary course of business, Newmont, Franco-Nevada and Normandy
attend industry conferences where members of senior management will
occasionally discuss strategic opportunities potentially available in the
industry. Newmont and Franco-Nevada had a limited business relationship
(related primarily to Franco-Nevada's royalty interests in Newmont's Deep Post
and Deep Star properties) prior to entering into discussions regarding the
transactions; Newmont had contact with Franco-Nevada pertaining to royalties
held by Franco-Nevada on some of Newmont's peripheral lands in the Carlin
trend. Newmont and Normandy also had limited prior business relationships,
primarily related to the Pajingo joint venture.

   In May 2001, at a gold mining conference in Ireland, members of senior
management of Franco-Nevada and Newmont met and discussed the general state of
the gold mining industry and general corporate philosophy, including hedging
philosophies and approaches. There were no discussions at the conference
regarding a possible business combination involving the two companies or
Normandy.

   In June and July 2001, senior management of Newmont and Franco-Nevada had
several conversations concerning the general state of the industry.

   In late August 2001, Mr. Wayne W. Murdy, Newmont's Chief Executive Officer
and President, received a call from Mr. Pierre Lassonde, Franco-Nevada's
President and Co-Chief Executive Officer, suggesting a meeting to discuss a
potential business opportunity that Franco-Nevada was then working on. This
meeting concerned an exploratory discussion of possible Nevada operating
synergies that might result from Franco-Nevada's investment in Echo Bay Mines.

   On September 5, 2001, AngloGold Limited, a South African mining company,
announced its intention to make an offer to acquire all of the issued Normandy
shares on the basis of 2.15 AngloGold shares for each 100 Normandy shares,
subject to a minimum of 50.1% of the Normandy Shares, calculated on a
fully-diluted basis, being deposited in acceptance into AngloGold's bid and
other conditions. The AngloGold bid was announced without prior consultation
with Franco-Nevada which, together with its subsidiary Franco-Nevada Mining
Corporation, Inc., owns approximately 19.79% of the Normandy shares issued and
outstanding on a fully diluted basis.

   On September 6, 2001, Mr. Murdy had a discussion with the Co-Chief Executive
Officers of Franco-Nevada, where the decision was made to schedule a meeting
for September 11, 2001 to discuss in general terms the possibility of a
transaction involving Newmont, Normandy and Franco-Nevada. Several members of
Newmont's management were planning to go to Toronto on September 11, 2001, to
meet with Franco-Nevada's

                                      40



Co-Chief Executive Officers. As a result of the terrorist acts in New York City
and Washington, D.C. on September 11, this meeting did not take place. Between
September 11 and September 20, Mr. Murdy and Mr. Lassonde had several
conversations concerning the possibility of a three-way transaction as well as
the impact on the industry of the events that took place on September 11, 2001.

   Mr. Murdy and Mr. Lassonde spoke on September 20 and, in that conversation,
Mr. Lassonde expressed his frustration with the "move" that AngloGold had made
on Normandy and his belief that there was substantial upside to the Normandy
asset portfolio, which Franco-Nevada had hoped to participate in bringing to
all Normandy shareholders.

   In September 2001, National Bank Financial began providing advice to
Franco-Nevada with respect to a possible transaction with Newmont. On October
1, 2001, Franco-Nevada formally engaged National Bank Financial to act as its
financial advisor in connection with a possible transaction with Newmont. In
addition, CIBC World Markets was engaged as a special advisor to Franco-Nevada
with respect to due diligence relating to Newmont.

   In September 2001, Newmont contacted J.P. Morgan for assistance in analyzing
the potential acquisition of Normandy and, possibly, Franco-Nevada.
Subsequently, Newmont entered into an engagement letter with J.P. Morgan as its
financial advisor; Goldman Sachs & Co. also was retained by Newmont as its
financial advisor.

   On September 25, 2001, two senior executives of Newmont spoke with
Franco-Nevada's Co-Chief Executive Officers about the relative position of each
company in the industry, their shared belief in the value of gold and the
responsibility of gold executives to deliver value to shareholders. They also
spoke about the potential to "unlock value" through industry rationalisation
and consolidation. On September 25, 2001, Newmont and Franco-Nevada entered
into a mutual confidentiality agreement and the two companies began to exchange
due diligence information. In the case of Franco-Nevada, the information
exchanged did not include information Franco-Nevada had obtained concerning
Normandy in connection with the transaction by which Franco-Nevada had become a
substantial Normandy shareholder.

   On September 26, 2001, representatives of AngloGold met in Toronto with
senior management of Franco-Nevada concerning AngloGold's bid for Normandy.

   On September 28, 2001, four senior Newmont executives had a lengthy
conversation with senior representatives of Franco-Nevada about Franco-Nevada's
business plans, Normandy (in very general terms), Franco-Nevada's plans for
Echo Bay, industry rationalization and the potential for value creation, as
well as perceptions of relative asset values among Franco-Nevada and Newmont.

   On September 30, 2001, Mr. Murdy had a meeting with Mr. Seymour Schulich,
Co-Chief Executive Officer of Franco-Nevada, where the possibility of a
transaction was discussed, as well as possible approaches to Normandy.

   At the beginning of October 2001, representatives of Newmont, Franco-Nevada
and Normandy attended the Mining Investment Forum (an annual conference for
gold investors held in Denver, Colorado) during which the various meetings and
discussions described below occurred.


   On October 1, 2001, as a follow-up to the September 30th discussions,
Newmont senior executives met with Franco-Nevada's Co-Chief Executive Officers,
at which meeting Messrs. Schulich and Lassonde provided Newmont certain
materials prepared by Franco-Nevada's investment banker, National Bank
Financial, which described in a general manner the merits of a possible
three-way transaction involving Newmont, Normandy and Franco-Nevada. The
executives also discussed different potential strategies to approach Normandy.



                                      41



   Also on October 1, 2001, representatives of Newmont met with Mr. Robert
Champion de Crespigny, Normandy's Chairman and Chief Executive Officer, in
Denver. The meeting was arranged by Newmont at the request of representatives
of Franco-Nevada. Prior to this meeting, Normandy was not made aware of the
proposed September 11th meeting or of any of the subsequent meetings and
conversations involving Franco-Nevada and Newmont prior to the October 1st
meeting. Mr. Murdy began the October 1st meeting by stating that Newmont was
interested in exploring the possibility of a three-way transaction involving
Newmont, Normandy and Franco-Nevada. At that meeting, Mr. Champion de Crespigny
indicated that while the AngloGold bid represented a premium to Normandy's
currently depressed stock price, it was his preliminary view that it did not
reflect Normandy's fair value if compared with the value offered by Barrick
Gold Corporation for Homestake Mining Company (the most recent comparable
transaction, in his view). He further indicated that Normandy's board had not
yet made any recommendation to Normandy shareholders with respect to the
AngloGold bid. Mr. Champion de Crespigny indicated that Normandy's board would
honor its fiduciary responsibilities should another qualified bidder express an
interest in Normandy, but the board was not then soliciting other bids, nor was
it then prepared to permit due diligence.


   On October 2, 2001, Mr. Murdy and Mr. W. Durand Eppler, head of Newmont's
corporate development group, again met with Normandy's Chief Executive Officer.
During this meeting, they described Newmont's desire to be the industry leader.
They expressed a potential interest in pursuing a transaction with Normandy,
but made it clear that Newmont was not making an offer and that Newmont would
only consider making an offer if it had the opportunity to undertake due
diligence. No decisions were reached at the conclusion of the meeting but Mr.
Champion de Crespigny emphasized that any Newmont proposal would need to be at
a substantial premium to the current AngloGold bid and provided an indicative
pricing hurdle of A$1.75 that any Newmont proposal would need to pass. In a
separate meeting with Mr. Lassonde, Newmont was advised that a bid for Normandy
would have to be at a substantial premium to the AngloGold offer before the
board of directors of Franco-Nevada would have an interest in pursuing a
transaction involving its shares in Normandy.


   On October 3rd and October 4th (following Newmont's understanding of Mr.
Champion de Crespigny's positions as raised at the October 2nd meeting),
members of the senior management of Newmont, Franco-Nevada and Normandy engaged
in preliminary discussions regarding a possible combination of the three
companies and how that transaction could be structured. During these
discussions, representatives of Franco-Nevada and Newmont also addressed the
advantages and general terms of a potential transaction between Franco-Nevada
and Newmont and between Normandy and Newmont. Newmont indicated that it was not
prepared to consider a transaction that was not structured as an acquisition by
Newmont of Normandy and Franco-Nevada, and Newmont indicated a strong desire
for an all stock transaction. In addition, Newmont noted that as part of any
transaction involving Newmont and Normandy, Newmont would require a binding
commitment with respect to Franco-Nevada's shares in Normandy as well as a
recommendation from the Normandy board regarding the proposed transaction. As a
result of these discussions, Newmont determined that it would have to undertake
a due diligence investigation of Franco-Nevada before it would be prepared to
consider a transaction that would involve all three companies.


   During the week of October 8th, Newmont and Franco-Nevada commenced their
respective due diligence investigations of each other. At that time, Newmont
undertook due diligence in Reno and Toronto but was not provided with access to
the due diligence that Franco-Nevada had done in connection with its investment
in Normandy until later in the due diligence process when Franco-Nevada
received permission from Normandy to share such information. In addition,
representatives of Franco-Nevada and National Bank Financial met with Newmont
management and representatives from JP Morgan to conduct due diligence on
Newmont. Due diligence continued through the week of October 15th and
thereafter.


   Also during the week of October 8th, representatives of Normandy met in
Denver with representatives of Newmont and assisted Newmont in better
understanding Normandy, its business and its operations.

   On October 12, 2001, members of Newmont's and Franco-Nevada's senior
management, together with financial advisors from National Bank Financial and
JP Morgan, met in Toronto to discuss further a possible

                                      42




transaction between Newmont and Franco-Nevada in the context of an acquisition
of Normandy by Newmont. At this meeting, Newmont indicated its preliminary
views with respect to a possible range of exchange ratios for Franco-Nevada
(.79 to .80) and noted that Newmont was not prepared to consider a transaction
involving Normandy and Franco-Nevada that would result in more than 50% share
dilution for Newmont. At this meeting, no indication was given to Franco-Nevada
of Newmont's transaction or bidding strategy for Normandy. On the basis of
these meetings, the parties determined to continue discussions and to develop
more specific terms for the proposed business combination.


   Late in the week of October 15, 2001, Franco-Nevada senior management met
with representatives of Newmont in Denver to discuss due diligence, integration
and employment issues in connection with a possible transaction. During these
meetings, Newmont explored the commitment of Franco-Nevada's management to a
possible transaction. Representatives of Franco-Nevada continued their due
diligence investigation of Newmont and Franco-Nevada retained CIBC World
Markets to assist Franco-Nevada in its ongoing due diligence investigation of
Newmont.

   On October 17th, outside counsel to Newmont provided internal counsel to
Normandy a draft form of mutual confidentiality agreement, which was dated
October 18th and was discussed by the parties on October 18th and 19th.

   On October 19th, Newmont's board of directors was briefed regarding the
possibility of a transaction and determined that it was appropriate for
management to continue discussions with Franco-Nevada and initiate further
discussions with Normandy. Following the board meeting, Mr. Murdy contacted Mr.
Champion de Crespigny to advise him of the outcome of the Newmont board meeting
and to outline preliminary views regarding transaction structure, relative
values and the terms on which Newmont might be prepared to pursue a transaction
for Normandy. Mr. Murdy indicated Newmont's willingness to pursue a potential
transaction that would offer Normandy shareholders a significant premium to the
offer from AngloGold, provided that Newmont was given the opportunity to
conduct due diligence on Normandy and that due diligence confirmed Newmont's
preliminary views on value. Following these conversations, the parties executed
a mutual confidentiality agreement dated October 18, 2001, that had previously
been provided to Normandy by Newmont and previously been discussed between the
parties.

   On October 22, 2001, the board of directors of Franco-Nevada engaged in a
lengthy discussion as to the potential merits of a business combination with
Newmont and Normandy and received the preliminary results of management's due
diligence investigation and other input from National Bank Financial.


   Newmont's due diligence team for Normandy began work in Australia on October
22, 2001 and continued working through mid-November. The team, comprised of
individuals from Newmont's Operations, Treasury, Legal, Exploration, Accounting
and Human Resources functions, as well as certain of Newmont's legal and
financial advisors, conducted the bulk of its due diligence review from October
22, 2001 to October 31, 2001. Limited follow-up and site visits continued
through mid-November. During the course of their work, team members met with
designated Normandy representatives in their respective functional areas and
reviewed various materials provided by Normandy. These materials included
corporate organizational charts, technical and financial models, information
related to Normandy's hedge book and hedging agreements, financing documents
and other information regarding Normandy's debt, certain joint venture
agreements, information relating to native title and mine permitting issues,
material contracts, including labor and employment agreements, certain
information about Normandy's accounting policies and practices, information
with respect to Normandy's investment in Australian Magnesium Corporation
Limited and associated financial guarantees, information about Normandy's
environmental policies and mine closure and reclamation estimates, descriptions
of significant litigation and exploration and reserve information. Normandy
also presented Newmont with limited information about each of its operations
and significant development projects and permitted Newmont to make limited site
visits. Additionally, a Newmont team conducted due diligence at Normandy's
Midas Mine in Nevada. The team toured the underground operations and reviewed
business plans and other information related to Midas


                                      43




operations. Although Normandy has provided Newmont with certain general
business information, since Newmont's due diligence concluded in mid-November,
no additional material due diligence information has been provided.


   On October 31, 2001 members of Newmont's senior management, together with
financial and legal advisors met with representatives of Normandy, Macquarie
Bank and Allens, Arthur Robinson (Normandy's financial and legal advisers
engaged in connection with the AngloGold bid and whose engagements had been
extended to encompass the possible Newmont bid), to discuss prerequisites to
Newmont making a bid for Normandy. Later that day, Mr. Murdy met with the
outside directors of the board of Normandy on an informal basis. In addition,
members of Newmont's senior management engaged in discussions with members of
Normandy's management team.

   On November 6, 2001, representatives of senior management of Franco-Nevada
and Newmont, together with their respective financial advisors and Newmont's
U.S. and Canadian counsel, met in Denver in an effort to negotiate significant
business issues and begin the process of drafting definitive documentation.
These discussions continued in New York through to the execution of definitive
documentation.

   The Newmont board of directors met on November 9, 2001 to be briefed on the
status of the potential transactions. The Newmont board authorized management
to continue to pursue the potential transactions with Normandy and
Franco-Nevada. Following these discussions, the parties continued to work on
the terms of definitive agreements for Newmont and Franco-Nevada that would
provide for an exchange ratio of 0.80 shares of Newmont common stock for each
share of Franco-Nevada. Newmont and Franco-Nevada also began negotiations of
the terms of the lock-up agreement with respect to Franco-Nevada's shares in
Normandy and Newmont began negotiating agreements with Messrs. Schulich and
Lassonde with respect to their shares in Franco-Nevada. These negotiations
continued until the execution of definitive agreements.

   On November 12, 2001, the board of directors of Franco-Nevada received
presentations from senior management and from its financial advisors as to the
results of the due diligence examination of Newmont, a presentation from senior
management on the results of the negotiation of the Arrangement Agreement, a
presentation from National Bank Financial and reviewed the terms and conditions
of the Arrangement Agreement. Following discussion by the board of directors,
those directors who are management of Franco-Nevada (Seymour Schulich, Pierre
Lassonde and M. Craig Haase) withdrew from the meeting. The board of directors
of Franco-Nevada then voted to approve the proposed transactions with Newmont,
subject to satisfactory completion of the definitive agreements.


   Also on November 12, 2001, the Newmont board of directors met in New York to
consider the proposed transactions. At this meeting, the Newmont board was
advised of the results of Newmont's due diligence investigation of
Franco-Nevada and Normandy. Newmont's financial and legal advisors also
participated in the meeting. At the conclusion of this meeting, the Newmont
board authorized senior management to make a proposal for an exchange ratio of
0.0385 shares to Normandy that Mr. Murdy communicated to Mr. Champion de
Crespigny on behalf of the Normandy board of directors. Normandy was informed
that Newmont would only proceed with a transaction if the Normandy board agreed
to recommend the transaction and if Normandy would enter into a Deed of
Undertakings which would provide for a customary "break" fee payable upon the
occurrence of certain specified events, as well as a security bond with respect
to the break fee. Following discussions with members of the Normandy board of
directors, Mr. Champion de Crespigny informed Mr. Murdy that Newmont's proposal
would not be sufficient to receive the support and recommendation of the
Normandy board of directors.


   Beginning around November 8, 2001, first drafts of the Deed of Undertaking
were presented to Normandy and its legal advisers to consider and negotiate in
anticipation of Newmont making a formal proposal to Normandy. Over the next
four days there was considerable intense negotiation over the terms of the Deed
of Undertaking and particularly the break fee which culminated in the
negotiation of the Second Deed of Undertaking to be entered into if Newmont
came forward with a proposal acceptable to Normandy's board.

                                      44



   On November 13, the Newmont board of directors again met in New York and
authorized Mr. Murdy to make a new proposal to Normandy. Subject to the
Normandy board agreeing to support the transaction and agree to Newmont's
terms, the Newmont board of directors authorized the transactions and the
related agreements, including the Deed of Undertaking and the Second Deed of
Undertaking with Normandy, the Arrangement Agreement, the Normandy Lock-up
Agreement, the lock-up agreements and escrow agreements with Messrs. Lassonde
and Schulich, as well as related agreements and other related matters.

   Negotiations between Newmont and Normandy with respect to the Normandy Deeds
of Undertaking continued throughout November 13, 2001, New York time. As a
result of these negotiations, Newmont proposed an exchange ratio of 0.0385
shares of Newmont common stock plus a payment of an additional A$0.05 per share
if Newmont received acceptances for at least 90% of the Normandy shares and a
necessary ASIC modification. The Normandy board of directors then met to
consider the proposed transaction. Subject to their fiduciary duties, the
Normandy board of directors approved and agreed to recommend that Normandy
shareholders accept Newmont's offer and reject the offer from AngloGold. The
terms of the transactions were publicly announced in a joint press release
issued in New York on Wednesday, November 14, 2001, prior to the opening of
trading on the Toronto and New York Stock Exchanges. The transaction was
announced concurrently by Normandy in Australia at approximately 10:30 p.m. on
November 14, 2001 (resulting in Normandy's announcement being made available in
Australia before the opening of trading on November 15, 2001).


   Although the board of directors of Normandy agreed to recommend, subject to
its fiduciary duties, that Normandy shareholders accept Newmont's offer,
Normandy, despite repeated requests from Newmont, which were received in late
December, has declined to supply certain information to Newmont (including its
auditor's consent) that would generally be required to be included in this
offer document under rules promulgated by the SEC. See Section 3.1 "Risk
factors--Risks related to the offer--Although Normandy has recommended the
Newmont offer, it has declined to provide Newmont with financial information
that Newmont has requested for inclusion in this document" and "--We have not
verified the reliability of the Normandy information included in, or which may
have been omitted from, this offer document" on page 27.


   On November 19, 2001, Normandy released its target statement in response to
the AngloGold offer. Normandy's target statement details reasons why Normandy
shareholders should reject the AngloGold offer and includes an Independent
Experts Report by Grant Samuel. This document may be obtained from Normandy.

   On November 29, 2001, AngloGold announced that it was increasing its offer
by adding a cash payment of A$0.20 per share (subject to AngloGold shareholder
approval) and declared that its offer was free of defeating conditions. In
response to the revised AngloGold bid, Newmont advised Mr. Champion de
Crespigny by telephone and issued a press release saying it was reviewing the
revised AngloGold offer and that Newmont would respond in due course.

   Following the announcement by AngloGold on November 29, 2001, Newmont
updated Franco-Nevada regarding Newmont's proposed acquisition of Normandy as
the acquisition of Franco-Nevada is conditional upon (among other things)
Newmont acquiring a relevant interest in at least 50.1% of the Normandy Shares,
calculated on a fully-diluted basis, although no approval by Franco-Nevada was
required for Newmont to increase its bid for Normandy.

   On December 3, 2001, Normandy issued a press release stating, among other
things: "Given the interest in Normandy from two bidders and the extension of
AngloGold's offer period, the Normandy board believes it is premature for it to
make any recommendation on whether or not to accept the revised AngloGold offer
at this time." Normandy advised its shareholders that they should do nothing
until they received a formal recommendation from the Normandy board, which they
indicated would be issued no later than December 13, 2001.

   At a board meeting held on December 3, 2001, the Normandy board of directors
asked Mr. Champion de Crespigny to offer to meet with both Mr. Murdy and
AngloGold's Chief Executive Officer over the next few

                                      45



days. As a result, on December 4, 2001 and again on December 6, 2001, Mr. Murdy
met with Mr. Champion de Crespigny in Denver to discuss the circumstances
involving Normandy and the revised AngloGold bid, as well as Mr. Champion de
Crespigny's views with respect to a possible response by Newmont. On December
5, 2001, Mr. Champion de Crespigny met with the Chief Executive Officer of
AngloGold in New York.

   On Friday, December 7, 2001, the Newmont board of directors met to review
the situation and authorized Newmont management to increase its bid for
Normandy by A$0.35 in cash, subject to a recommendation by the Normandy board
of directors of the revised bid. Also on December 7, 2001, the board of
directors of Franco-Nevada met and indicated that they would support an
increase by Newmont in its bid for Normandy, although no approval by the
Franco-Nevada board was required for Newmont to proceed with its revised bid.
On December 8, 2001, Mr. Murdy telephoned Mr. Champion de Crespigny to indicate
that Newmont would be prepared to revise its bid for Normandy if such revised
bid would receive the recommendation of the Normandy board of directors.

   On December 9, 2001, in Australia, representatives of Newmont and Normandy
negotiated the terms of the Third Deed of Undertaking and on December 10, 2001,
the Normandy board of directors approved the revised transaction and the Third
Deed of Undertaking was executed. Newmont's revised bid of 0.0385 Newmont
common shares plus A$0.40 in cash for each Normandy share was publicly
announced on December 10, 2001 in Australia. Payment by Newmont of the cash
consideration was no longer conditioned upon achievement of 90% acceptance by
the Normandy shareholders. Subject to their fiduciary duties, the Normandy
board of directors approved and agreed to recommend that Normandy shareholders
accept Newmont's revised offer and therefore reject the revised offer from
AngloGold.


   Although the board of directors of Normandy agreed to recommend, subject to
its fiduciary duties, that Normandy shareholders accept Newmont's revised
offer, Normandy, despite repeated requests from Newmont, which were received in
late December, has declined to supply certain information to Newmont (including
its auditor's consent) that would generally be required to be included in this
offer document under rules promulgated by the SEC. See Section 3.1 "Risk
factors--Risks related to the offer--Although Normandy has recommended the
Newmont offer, it has declined to provide Newmont with financial information
that Newmont has requested for inclusion in this document" and "--We have not
verified the reliability of the Normandy information included in, or which may
have been omitted from, this offer document" on page 27.


   On December 13, 2001, Normandy released its supplementary target statement
in response to the revised AngloGold offer. Normandy's supplementary target
statement details reasons why Normandy shareholders should reject the revised
AngloGold offer and includes an analysis of the risks of the revised AngloGold
offer and the proposed Newmont offer. This document may be obtained from
Normandy.

   On December 19, 2001, at a general meeting of AngloGold shareholders held in
Johannesburg, there was a 99.7% vote to approve the increased offer for
Normandy that AngloGold had announced on November 29, 2001.

   On December 20, 2001, Newmont lodged its bidder's statement with Normandy,
the Australia Securities and Investment Commission and the ASX, and on December
21, 2001, Newmont announced that its bidder's statement had been dispatched to
Normandy shareholders outside the United States and Canada.

   On December 21, 2001, Newmont filed its Registration Statement on Form S-4
relating to the Normandy offer with the SEC.

   On December 26, 2001, Newmont filed its preliminary proxy statement with the
SEC.

   On December 27, 2001 AngloGold announced that it had increased its offer for
Normandy by an additional A$0.10 per Normandy share following discussions
regarding "possible patterns of cooperation" with Barrick. The closing date for
AngloGold's offer was extended from December 27, 2001 to January 11, 2002. In
this

                                      46



announcement, AngloGold stated that if it acquired Normandy, it intended to
offer the management of the Kalgoorlie Super Pit in Australia to Barrick and to
offer Barrick participation in the Boddington Expansion Project.

   On December 27, 2001, Franco-Nevada obtained the requisite interim order
from the Ontario Superior Court approving, among other things, calling the
Franco-Nevada shareholders meeting to be held on January 30, 2002 in connection
with the plan of arrangement. On December 27, 2001, Franco-Nevada dispatched
its Management Information Circular relating to that shareholders meeting to
its shareholders.


   On December 31, 2001, following earlier written requests on December 17 and
December 11, 2001, Newmont wrote to Normandy requesting certain financial
information that Newmont was required to include in its Registration Statement
on Form S-4, pursuant to Rule 409 under the Securities Act of 1933, as amended.
In particular, Newmont requested a reconciliation of Normandy's financial
statements with US GAAP as well as the consent of Normandy's independent
accountants. On January 2, 2002, Normandy declined in writing to provide this
information, as it had done previously in a letter dated December 19, 2001. See
Section 3.1 "Risk factors--Risks related to the offer--Although Normandy has
recommended the Newmont offer, it has declined to provide Newmont with
financial information that Newmont has requested for inclusion in this
document" and "--We have not verified the reliability of the Normandy
information included in, or which may have been omitted from, this offer
document" on page 27.


   On January 2, 2002, Newmont announced that it was increasing the cash
consideration of its offer for Normandy by A$0.10 per share to A$0.50 per
share. On the same date, the Normandy board of directors, subject to its
fiduciary duties, re-affirmed its recommendation of the Newmont offer, as
revised, and its recommendation that Normandy shareholders reject the AngloGold
offer. In a Normandy press release announcing the board's recommendation of the
revised offer, Mr. Champion de Crespigny noted that "the Newmont bid provides a
significantly larger cash component" and concluded that:

   Considering the values of the two bids, as well as other factors such as
   trading liquidity and the long-term potential and value creation associated
   with Newmont and AngloGold implementing their plans after completion of the
   transactions including, in Newmont's case, the acquisition of Franco-Nevada,
   the revised Newmont bid continues to be superior to the offer by AngloGold
   and has the full support of Normandy's board.

   In continuing to recommend Newmont's revised offer, the Normandy board of
directors took into account the fact that on January 2, 2002, the implied value
of the Newmont offer exceeded the implied value of the AngloGold offer by a
"substantial margin" of 12 cents per share; that the implied value of the
revised Newmont offer had exceeded the implied value of the AngloGold offer
throughout the last 12 months; that the revised Newmont offer includes 67% more
cash per share than the AngloGold offer; and that Newmont has announced
positive progress toward obtaining the regulatory and shareholder approvals on
which its offer is conditioned.


   Although the board of directors of Normandy agreed to recommend, subject to
its fiduciary duties, that Normandy shareholders accept Newmont's revised
offer, Normandy, despite repeated requests from Newmont has declined to supply
certain information (including its auditor's consent) to Newmont that would
generally be required to be included in this offer document under rules
promulgated by the SEC. See Section 3.1 "Risk factors--Risks related to the
offer--Although Normandy has recommended the Newmont offer, it has declined to
provide Newmont with financial information that Newmont has requested for
inclusion in this document" and "--We have not verified the reliability of the
Normandy information included in, or which may have been omitted from, this
offer document" on page 27.



   In connection with Newmont's bid for Normandy, AngloGold has made a number
of applications to the Australian Takeover Panel, none of which have prevailed
to date.


                                      47



5 TERMS OF THE OFFER

  5.1 OUR OFFER

      (a) We offer, upon the terms and subject to the conditions of the offer,
   to acquire all of your ordinary shares of Normandy (including shares
   represented by Normandy ADSs).

      The consideration offered is 3.85 shares of our common stock for every
   100 ordinary shares of Normandy (including shares represented by Normandy
   ADSs). In addition, we will pay in cash an additional A$0.50 for each of
   your ordinary shares of Normandy (including shares represented by Normandy
   ADSs), or the U.S. dollar equivalent thereof for holders outside Australia.

      (b) If you have a registered address in the Normandy shareholder register
   in the United States or Canada, you will receive your share consideration in
   the form of our common stock (to be traded primarily on the NYSE). If you
   have a registered address in the Normandy shareholder register outside the
   United States and Canada, you will be offered your share consideration in
   the form of Newmont CDIs (to be traded on the ASX). We anticipate that ten
   Newmont CDIs will represent one share of Newmont common stock.

      If you have a registered address in the Normandy shareholder register
   outside Australia and its external territories, and Newmont has not
   determined that the making or accepting of the offer would be in compliance
   with the laws of that jurisdiction, you will not receive or be entitled to
   receive Newmont CDIs. Instead, you are offered and you will receive the cash
   proceeds of a sale, on Newmont's behalf, on the open market of Newmont CDIs
   to which you otherwise would have been entitled.

      Whatever form of share consideration you receive, it will be equivalent
   to 3.85 shares of our common stock for every 100 of your ordinary shares of
   Normandy (including shares represented by Normandy ADSs).

      In addition, whatever form of share consideration you receive, you will
   also receive in cash A$0.50 for each of your ordinary shares of Normandy
   (including shares represented by Normandy ADSs), or the U.S. dollar
   equivalent thereof for holders outside Australia.

      If your registered address on the Normandy shareholder register or
   Normandy ADS register maintained by Normandy's depositary is within
   Australia, you will receive your cash consideration in Australian dollars.
   If your registered address on the Normandy shareholder register or Normandy
   ADS register maintained by Normandy's depositary is within any other
   jurisdiction (including the United States and Canada), you will receive your
   cash consideration in U.S. dollars. If you are to receive payment in U.S.
   dollars, we will convert the Australian dollar sum into U.S. dollars using
   the noon buying rate, as published by the Federal Reserve Bank of New York,
   on the date payment is made to you.

      Payment of the cash consideration will be made by check posted to you at
   your risk by ordinary mail at the address provided on your Acceptance Form
   or ADS Letter of Transmittal.

      You may receive only one form of share consideration with respect to your
   ordinary shares of Normandy (including shares represented by Normandy ADSs)
   as to which the offer has been accepted.

      Under no circumstances will interest be paid on your cash consideration,
   regardless of any delay in remitting such consideration to you.

      Further details about this can be found in section 5.11, "--Payment of
   consideration" on page 61.

      (c) If you hold ordinary shares of Normandy other than in multiples of
   100 ordinary shares of Normandy (or the equivalent represented by Normandy
   ADSs), you can still accept the offer and you will be

                                      48



   entitled to (1) a pro rata entitlement to Newmont shares (in the form of
   shares of our common stock or Newmont CDIs) based on the ratio of 3.85
   shares of our common stock for every 100 of your ordinary shares of Normandy
   (or the equivalent represented by Normandy ADSs) and (2) cash of A$0.50 for
   each of your ordinary shares of Normandy (including shares represented by
   Normandy ADSs), or the U.S. dollar equivalent thereof for holders outside
   Australia. In either case, you will be subject to section 5.1(d) below with
   respect to the treatment of fractional shares of our common stock or
   fractional Newmont CDIs.

      (d) We will not issue fractional shares of our common stock or fractional
   Newmont CDIs to you, regardless of the form of consideration you receive. If
   under the offer you become entitled to a fraction of a share of our common
   stock or a fraction of a Newmont CDI, (after aggregating all of your
   holdings of ordinary shares of Normandy, or ordinary shares of Normandy
   represented by Normandy ADSs) your entitlement to that fraction will be
   aggregated with the fractional shares of our common stock or fractional
   Newmont CDIs, as the case may be, of other persons (so as to obtain whole
   shares of our common stock or whole Newmont CDIs, as the case may be) and
   sold on the open market in accordance with section 5.11, and you will
   receive your proportionate share of the net sale proceeds of your fractional
   shares of our common stock or fractional Newmont CDIs, as the case may be.

      Further details about this sale and cash payment can be found in section
   5.11, "--Payment of consideration" on page 61.

      (e) The offer extends to all ordinary shares of Normandy which may be
   issued before the end of the offer period pursuant to the exercise of
   options to subscribe for ordinary shares of Normandy issued by Normandy
   under its employee share bonus plan and executive share incentive plan.


      (f) The offer document is dated January 10, 2002.


  5.2 OFFER PERIOD

      (a) Unless the offer period is extended or the offer is withdrawn, in
   either case in accordance with the requirements of the Corporations Act, the
   offer will remain open for acceptance by you during the period commencing on
   the date of the offer and ending at 7:00 p.m., Sydney time, 3:00 a.m., New
   York City time, on February 15, 2002.

      (b) Subject to the Corporations Act, we may extend the offer period.

      (c) In addition, if, within the last seven days of the offer period:

       .  the offer is varied (i.e., amended) to increase the consideration
          offered, or


       .  our voting power in Normandy increases to more than 50%,



   then, in accordance with the Corporations Act, the offer period will be
   mandatorily extended so that it ends 14 days after this event.



      In addition, to the extent the offer period is not extended pursuant to
   the previous paragraph, in accordance with U.S. federal securities laws, we
   will extend the offer period if we vary the offer to increase or decrease
   the consideration offered within ten business days of the then scheduled
   expiration of the offer period, so that the offer period ends ten business
   days after the publication of this event. However, in accordance with the
   Corporations Act, we will not decrease the consideration offered.


      In the event that the offer period is extended, we will be obliged under
   the Corporations Act to give Normandy and every Normandy shareholder
   (including every Normandy ADS holder) written notice of such extension, so
   long as the extension is not an extension of the offer period subsequent to
   the offer being

                                      49



   declared unconditional in all respects, in which case such notice will only
   be given to Normandy shareholders (including Normandy ADS holders) who have
   not previously accepted the offer.

  5.3 OFFEREES

      (a) The offer is being made:

          (1) to all the Normandy shareholders (including Normandy ADS holders)
       who have a registered address, as shown in Normandy's register of
       members, either in the United States or Canada and are registered as
       such at 7:00 a.m., Sydney time, on December 20, 2001 (which corresponds
       to 3:00 p.m., New York City time, on the previous day), and

          (2) to any person who becomes registered or entitled to be registered
       as the holder of any ordinary shares of Normandy by virtue of an
       allotment of ordinary shares of Normandy under Normandy's employee share
       bonus plan or executive share incentive plan during the offer period.

      (b) If you are a holder of options to subscribe for ordinary shares of
   Normandy issued by Normandy under its employee share bonus plan or executive
   share incentive plan, you may accept the offer for the ordinary shares of
   Normandy underlying such options if you exercise your options prior to the
   expiration of the offer in accordance with their terms. You may then accept
   the offer in relation to ordinary shares of Normandy issued upon exercise of
   your Normandy options during the offer period before the holding statement
   for those ordinary shares of Normandy is received by you, provided that:

          (1) you have validly exercised your Normandy options,

          (2) you have completed the payments required upon the exercise of
       your Normandy options, and

          (3) in all other respects you comply with section 5.4 of this offer
       document and the instructions on the Acceptance Form;

   and, if this section applies to you, you must deliver the relevant holding
   statements to us at one of the addresses set forth in section 5.4 of this
   offer document as soon as possible after they are received by you and, in
   any event, prior to the expiration of the offer.

  5.4 HOW TO ACCEPT THE OFFER IF YOU HOLD ORDINARY SHARES OF NORMANDY

      (a) You may accept the offer at any time during the offer period.

       (b) ORDINARY SHARES OF NORMANDY HELD IN YOUR NAME ON NORMANDY'S
         ISSUER-SPONSORED SUBREGISTER

      To accept the offer for ordinary shares of Normandy held in your name on
   Normandy's issuer-sponsored subregister, you must:

          (1) complete and sign the accompanying Acceptance Form (which forms
       part of this offer document) in accordance with the terms of the offer
       and the instructions on the Acceptance Form; and

          (2) ensure that the Acceptance Form and any documents required by the
       terms of the offer and the instructions on the Acceptance Form are
       received before 7:00 p.m., Sydney time, 3:00 a.m., New York City time,
       on February 15, 2002 (or any later date to which the period of the offer
       is extended), at the following address or facsimile number:

          Newmont Mining Corporation

          c/o Computershare Trust Company of New York




          Wall Street Station


          P.O. Box 1010


          New York, NY 10268-1010


                                      50




          Facsimile number: 212-701-7636


          To confirm receipt of facsimile: 212-701-7624


          or, if by hand delivery, delivered to the following address:

          Newmont Mining Corporation

          c/o Computershare Trust Company of New York




          Wall Street Plaza


          88 Pine Street, 19th Floor


          New York, NY 10005


      If your Acceptance Form (including any documents required by the terms of
   the offer and the instructions on the Acceptance Form) is returned by
   facsimile, it will be deemed to be received in time if the facsimile
   transmission is received (evidenced by a confirmation of successful
   transmission) before 7:00 p.m., Sydney time, 3:00 a.m., New York City time,
   on February 15, 2002 (or any later date to which the period of the offer is
   extended), but you will not be entitled to receive the consideration under
   this offer to which you are entitled until your original Acceptance Form
   (including any documents required by the terms of the offer and the
   instructions on the Acceptance Form) is received at an address specified
   above.

      (c) ORDINARY SHARES OF NORMANDY HELD IN A CHESS HOLDING

      To accept the offer for ordinary shares of Normandy held in a CHESS
   Holding (as defined in the Securities Clearing House Business Rules), you
   must:

          (1) instruct your broker or controlling participant (for
       non-institutional Normandy shareholders, this is normally the
       stockbroker either through whom you bought your ordinary shares of
       Normandy or through whom you ordinarily acquire ordinary shares of
       Normandy on the ASX) to initiate acceptance of the offer in accordance
       with Rule 16.3 of the Securities Clearing House Business Rules before
       7:00 p.m., Sydney time, 3:00 a.m., New York City time, on February 15,
       2002 (or any later date to which the period of the offer is extended); or

          (2) if you are a CHESS participant who is not a broker (such as an
       institution, custodian, trustee and the like), initiate acceptance of
       the offer in accordance with Rule 16.3 of the Securities Clearing House
       Business Rules before 7:00 p.m., Sydney time, 3:00 a.m., New York City
       time, on February 15, 2002 (or any later date to which the period of the
       offer is extended).

      Although you are not required to, you may also sign and complete the
   accompanying Acceptance Form in accordance with the terms of the offer and
   the instructions on the Acceptance Form relating to shares in a CHESS
   Holding and ensure that it (including any documents required by the terms of
   the offer and the instructions on the Acceptance Form) is received by 7:00
   p.m., Sydney time, 3:00 a.m., New York City time, on February 15, 2002 (or
   any later date to which the period of the offer is extended), at an address
   or facsimile number specified in section 5.4(b) of this offer document.

      (d) To accept the offer in respect of ordinary shares of Normandy in
   respect of which, at the time of acceptance, you are entitled to be
   registered but are not registered you must complete and sign the Acceptance
   Form enclosed with the offer in accordance with the instructions on it and
   return it together with all other documents required by those instructions
   to one of the addresses referred to in section 5.4(b) so that it is received
   not later than the end of the offer period.


      (e) An acceptance of the offer under section 5.4(b) and section 5.4(d)
   shall not be complete until the Acceptance Form, completed and signed in
   accordance with the instructions on it and all other documents required by
   those instructions have been received (including receipt by facsimile
   transmission in accordance with section 5.4(b)) at one of the addresses set
   out in section 5.4(b). Notwithstanding the foregoing


                                      51



   provisions of this paragraph, we may, in our absolute discretion, waive at
   any time prior to the end of the offer period all or any of the requirements
   specified in the Acceptance Form but payment of the consideration in
   accordance with the offer will not be made until any irregularity has been
   resolved and such other documents as may be necessary to procure
   registration of the shares have been lodged with us.

      (f) If you hold Normandy options on the date of the offer and if you are
   entitled to and wish to exercise Normandy options during the offer period
   and accept the offer, you may also return the completed Acceptance Form
   together with your option certificates, a signed notice of exercise of your
   Normandy options and a bank check in the sum of the exercise price for your
   Normandy options made payable to "Normandy Mining Limited."

      (g) Your acceptance of the offer must be in respect of all the ordinary
   shares of Normandy registered in your name.

  5.5  HOW TO ACCEPT THE OFFER IF YOU HOLD NORMANDY ADSS

      (a) You may accept the offer at any time during the offer period, but
   only in respect of all of your Normandy ADSs.

      (b) HOLDERS OF NORMANDY ADRS EVIDENCING NORMANDY ADSS

      If you hold Normandy ADRs evidencing Normandy ADSs and wish to accept the
   offer, you may accept the offer by delivering, prior to the expiration of
   the offer, the following materials together, and at the same time, to the
   ADS exchange agent at one of its addresses set forth below:

   . your Normandy ADRs,

      . a properly completed and duly executed ADS Letter of Transmittal, and

    . any other documents required by the ADS Letter of Transmittal.

      The addresses for the ADS exchange agent are:



                 BY MAIL:                 BY COURIER:                          BY HAND:
                 --------                 -----------                          --------
                                                         
     Computershare Trust          Computershare Trust              Computershare Trust
  Company of New York               Company of New York          Company of New York
     Wall Street Station          Wall Street Plaza                Wall Street Plaza
     P.O. Box 1010                88 Pine Street, 19th Floor       88 Pine Street, 19th Floor
          New York, NY 10268-1010           New York, NY 10005     New York, NY 10005


      (c) HOLDERS OF NORMANDY ADSS IN BOOK-ENTRY FORM

      If you hold Normandy ADSs in book-entry form with a bank, broker or other
   nominee and wish to accept the offer, you may accept the offer by following
   the procedure for book-entry transfer described below. To accept the offer,
   you must deliver, prior to the expiration of the offer, the following
   materials to the ADS exchange agent at any of the addresses set forth in
   section 5.5(b):

     . a timely confirmation of a book-entry transfer of your Normandy ADSs
         into the ADS exchange agent's account at DTC,

     . an agent's message (instead of an ADS Letter of Transmittal), and

    . any other documents required by the ADS Letter of Transmittal.


                                      52



      In this discussion, the term "agent's message" means a message that is
   transmitted by DTC to and received by the ADS exchange agent and that forms
   a part of a book-entry confirmation. This message must state that:

      .  DTC has received an express acknowledgment from a participant in DTC's
         system that the participant is accepting the offer with respect to
         Normandy ADSs that are the subject of a confirmation of a book-entry
         transfer,

    . the participant has received and agrees to be bound by the ADS Letter of
          Transmittal, and

 . either we or the ADS exchange agent may enforce the agreement against the
          participant.

      In this discussion, the term "book-entry confirmation" means the
   confirmation of a book-entry transfer of Normandy ADSs into the ADS exchange
   agent's account at DTC.

      Any financial institution that is a participant in the book-entry
   transfer facility of DTC may make book-entry delivery of Normandy ADSs by
   causing DTC to transfer the ADSs into the ADS exchange agent's account at
   DTC. This must be done in accordance with DTC's procedures for the transfer.
   If you hold your Normandy ADSs in book-entry form other than through a
   broker or other DTC participant, you must first have your Normandy ADSs
   transferred to an account at DTC, after which time you may follow the
   procedure for book-entry transfer described above.

      DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
   CONSTITUTE DELIVERY TO THE ADS EXCHANGE AGENT.

      (d) BENEFICIAL OWNERS OF NORMANDY ADSS REGISTERED IN THE NAME OF
   FINANCIAL INSTITUTIONS

      If you are a beneficial owner of Normandy ADSs that are registered in the
   name of a broker, dealer, commercial bank, trust company or other nominee
   and wish to accept the offer, you must contact this institution promptly and
   instruct it to accept the offer on your behalf before the expiration of the
   offer.

      If you are a beneficial owner of Normandy ADSs and you wish to accept the
   offer directly and not through an institution, you must either make
   appropriate arrangements to register ownership of your Normandy ADSs in your
   name or obtain a properly completed stock power from the registered holder.
   This transfer of registered ownership may take considerable time, which you
   should keep in mind in deciding when to accept the offer.

      (e) Guaranteed delivery procedures cannot be used to accept the offer.

      (f) Your signature on the ADS Letter of Transmittal with respect to
   Normandy ADSs must be guaranteed by an eligible institution, as defined
   below, unless:

    . you are the registered holder of the Normandy ADSs; or

   . you are accepting the offer with respect to Normandy ADSs for the account
         of an eligible institution.

      The term "eligible institution" means a financial institution that is a
   participant in the Security Transfer Agents Medallion Program or the Stock
   Exchange Medallion Program. Eligible institutions include commercial banks,
   savings and loan associations and brokerage houses.

      (g) Under the U.S. federal income tax laws, the ADS exchange agent may be
   required to withhold 30% of any payments made to certain Normandy ADS
   holders. In general, to prevent backup U.S. federal income tax withholding
   with respect to any such payments made pursuant to the offer, if you hold
   Normandy ADSs, you must provide the ADS exchange agent with your correct
   taxpayer identification number and certify

                                      53



   whether you are subject to backup withholding of U.S. federal income tax by
   completing the substitute form W-9 included in the ADS Letter of
   Transmittal. Some Normandy ADS holders (including, among others, all
   corporations and some non-U.S. individuals) are not subject to these backup
   withholding and reporting requirements.

  5.6 VALIDITY OF ACCEPTANCES

      (a) Your acceptance will not be valid unless it is made in accordance
   with the procedures set forth in section 5.4 or section 5.5 of this offer
   document and the instructions on the Acceptance Form or the ADS Letter of
   Transmittal, as appropriate.

      (b) You must choose the method of delivery you will use to deliver your
   Acceptance Form and/or your Normandy ADRs evidencing Normandy ADSs and your
   ADS Letter of Transmittal and all other required documents as set forth in
   sections 5.4 and 5.5. That delivery is at your risk. For Normandy
   shareholders, we recommend that you use the postage pre-paid envelope
   included with this offer document. For Normandy ADS holders, we recommend
   that you use overnight or hand delivery service, properly insured, instead
   of mail, and if delivery is by mail, we recommend that you use registered
   mail, with return receipt requested, properly insured. IN ALL CASES ADS
   HOLDERS SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE ADS EXCHANGE
   AGENT. Persons holding Normandy securities through brokers, dealers,
   commercial banks, trust companies or nominees may request these persons to
   effect the above deliveries on their behalf.

      (c) We will determine, in our sole discretion, all questions as to the
   form of documents, including the validity, eligibility, including time of
   receipt, and acceptance of your ordinary shares of Normandy and Normandy
   ADSs. Our determination will be final and binding on all parties.

      (d) We may, in our sole discretion, at any time deem any Acceptance Form
   or ADS Letter of Transmittal we receive to be a valid acceptance in respect
   of your ordinary shares of Normandy or Normandy ADSs, as appropriate, even
   if a requirement for acceptance has not been complied with.

      (e) If any ordinary shares of Normandy or Normandy ADSs delivered by you
   are not exchanged for any reason pursuant to the terms and conditions of the
   offer, they will be returned with no cost to you at your risk promptly
   following the expiration or termination of the offer. In such case, we will
   dispatch at your risk your Acceptance Form or ADS Letter of Transmittal, as
   appropriate, together with all other documents forwarded by you to your
   address as shown on the Acceptance Form or ADS Letter of Transmittal, as
   appropriate, or such other address as you may notify us in writing by
   prepaid post.

  5.7  ENTITLEMENT TO OFFER

      (a) If at the time the offer is made to you, or at any time during the
   offer period and before you accept the offer, another person is, or is
   entitled to be, registered as the holder of, or is able to give good title
   to, some or all of your ordinary shares of Normandy (such shares in this
   paragraph being called "Transferred Shares") then, in accordance with
   section 653B(1)(a) of the Corporations Act:

          (1) a corresponding offer shall be deemed to have been made at that
       time to that other person relating to the Transferred Shares;

          (2) a corresponding offer shall be deemed to have been made at that
       time to you relating to your ordinary shares of Normandy other than the
       Transferred Shares; and

          (3) the offer shall be deemed immediately after that time to have
       been withdrawn.

      (b) If at any time during the offer period and before the offer is
   accepted you hold ordinary shares of Normandy on trust for, as nominee for
   or on account of another person or persons, then a separate offer shall be
   deemed, in accordance with Section 653B of the Corporations Act, to have
   been made to you in relation

                                      54



   to each parcel of ordinary shares of Normandy within your holding of
   ordinary shares of Normandy. An acceptance by you of the offer in respect of
   any such distinct portion of your ordinary shares of Normandy will be
   ineffective unless you have given us notice stating that your ordinary
   shares of Normandy consist of separate parcels and your acceptance specifies
   the number of ordinary shares of Normandy in the distinct portions to which
   the acceptance relates. If your ordinary shares of Normandy are in a CHESS
   Holding, such notice may be transmitted in an electronic form approved by
   the Securities Clearing House Business Rules. Otherwise, such notice must be
   given to us in writing.

  5.8 THE EFFECT OF ACCEPTANCE

      (a) Once you have accepted the offer, you will be unable to revoke your
   acceptance, the contract resulting from your acceptance will be binding on
   you and you will be unable to withdraw the ordinary shares of Normandy or
   Normandy ADSs with respect to which your acceptance was made, except as
   follows:

          (1) if the offer remains conditional at the expiration of the time
       that it may be freed of the conditions under section 5.10(b), the offer
       will automatically terminate and your ordinary shares of Normandy or
       Normandy ADSs will be returned to you; or

          (2) if the offer period is extended for more than one month and, at
       the time, the offer is subject to a defeating condition (which means
       that a condition to the offer has not been satisfied or waived at that
       time), you will be able to withdraw your acceptance and your ordinary
       shares of Normandy or Normandy ADSs, as appropriate. A notice will be
       sent to you at the time explaining your rights in this regard.

      (b) By completing, signing and returning the Acceptance Form, the ADS
   Letter of Transmittal or otherwise accepting the offer pursuant to section
   5.4 or 5.5, you will be deemed to have:

          (1) accepted the offer, subject to section 5.7, (and any variation of
       it) in respect of all of your ordinary shares of Normandy;

          (2) subject to the offer being declared free of the conditions in
       section 5.10(a) and 5.10(c) or such conditions being fulfilled, agreed
       to transfer to us all the ordinary shares of Normandy registered in your
       name, regardless of the number of ordinary shares of Normandy specified
       in the Acceptance Form;

          (3) represented and warranted to us, as a fundamental condition going
       to the root of the contract resulting from your acceptance of the offer,
       that all your ordinary shares of Normandy or Normandy ADSs are and will
       upon registration in our name be fully paid up and free from all
       mortgages, charges, liens and other adverse interests and encumbrances
       of any kind and restrictions on transfer of any kind, and that you have
       full power and capacity to accept the offer and to sell and transfer the
       legal and beneficial ownership in those ordinary shares of Normandy or
       Normandy ADSs, as appropriate, to us, and that you have paid to Normandy
       all amounts which at the time of acceptance have fallen due for payment
       to Normandy in respect of those ordinary shares of Normandy or Normandy
       ADSs;

          (4) if you accepted the offer pursuant to section 5.4(b), irrevocably
       authorized us (by any of our authorized officers), if necessary, to
       complete on the Acceptance Form correct details of your ordinary shares
       of Normandy, fill in any blanks remaining on the form and rectify any
       errors or omissions from the form as may be necessary to make the form
       an effective acceptance of the offer;

          (5) appointed us and our authorized officers from time to time
       jointly and each of them severally as your true and lawful attorney,
       with effect from the date that any contract resulting from the
       acceptance of the offer is declared free from all its conditions or
       those conditions are satisfied, with power to exercise all powers and
       rights which you could lawfully exercise as the registered holder of
       such shares including, without limitation, requesting Normandy to
       register your ordinary shares of Normandy in our name, attending and
       voting at any meeting of Normandy, demanding a poll for any

                                      55



       vote taken at or proposing or seconding any resolutions to be considered
       at any meeting of Normandy, requisitioning any meeting of Normandy,
       signing any forms, notices or instruments relating to your ordinary
       shares of Normandy and doing all things incidental and ancillary to any
       of the foregoing and it is acknowledged and agreed that in exercising
       such powers the attorney may act in our interests as the intended
       registered holder of those shares;

          (6) subject to the offer being declared free of the conditions in
       section 5.10(a) and 5.10(c) or such conditions being fulfilled,
       irrevocably authorized and directed Normandy to pay to us or to account
       to us for all rights in respect of ordinary shares of Normandy
       (including shares represented by Normandy ADSs) including without
       limitation all rights to receive dividends, to subscribe for shares,
       notes, options or other securities and all other distributions or
       entitlements declared, paid, made or issued by Normandy in respect of
       ordinary shares of Normandy (including shares represented by ADSs after
       November 14, 2001 ("Rights"), subject however to any such Rights
       received by us being accounted to you in the event the offer is
       withdrawn or the contract resulting from your acceptance of the offer
       being avoided;

          (7) except where Rights have been paid or accounted for under section
       5.8(b)(6), irrevocably authorized us to deduct from the consideration
       payable in respect of your ordinary shares of Normandy, the cash amount
       of any Rights paid to you or, where the Rights take a non-cash form, an
       amount equal to the value of the Rights as reasonably assessed by the
       Chairman of ASX or his or her nominee;

          (8) if at the time of acceptance of the offer, your ordinary shares
       of Normandy are in CHESS holding, have, with effect from the date that
       either the offer or any contract resulting from the acceptance of the
       offer is declared free from all its conditions or those conditions are
       satisfied, authorized us to cause a message to be transmitted to
       Securities Clearing House in accordance with Securities Clearing House
       Business Rule 16.6.1 so as to transfer your ordinary shares of Normandy
       to our Takeover Transferee Holding. We shall be so authorized even
       though, at the time of such transfer, we have not paid the consideration
       due to you under the offer;

          (9) irrevocably authorized us to apply for the issue to your account
       of that number of shares of our common stock in the form of our shares
       of common stock or Newmont CDIs corresponding to your entitlement under
       the offer at the date of application;

          (10) agreed to accept Newmont shares (in the form of our common stock
       or Newmont CDIs) to which you become entitled by acceptance of the
       offer, subject to the terms of the offer, our charter and by-laws and
       the provisions relating to the holding of shares of our common stock in
       the form of Newmont CDIs, and authorized appropriate entries to be
       placed in the relevant register of holders (including CDN being entered
       in the depository register and our share register in relation to those
       shares of our common stock);

          (11) agreed to indemnify us in respect of any claim or action against
       us or any loss, damage or liability whatsoever incurred by us as a
       result of you not producing your holder identification number or in
       consequence of the transfer of your ordinary shares of Normandy being
       registered by Normandy without production of your holder identification
       number for your ordinary shares of Normandy;

          (12) represented and warranted to us that unless you have notified us
       in accordance with section 5.7(b), your ordinary shares of Normandy do
       not consist of several parcels of ordinary shares of Normandy; and

          (13) agreed to execute all such documents, transfers and assurances
       that may be necessary or desirable to convey your ordinary shares of
       Normandy and any Rights to us, subject to the offer being declared free
       of the conditions in section 5.10(a) and 5.10(c) or such conditions
       being fulfilled.

       The representations and warranties referred to in this section 5.8(b)
       shall survive completion of the contract resulting from acceptance of
       the offer.

                                      56



      (c) If your ordinary shares of Normandy are in a CHESS Holding and you
   complete, sign and return the Acceptance Form in accordance with section
   5.4(c) (which you are not bound, but are requested, to do) you will be
   deemed to have irrevocably authorized us and any of our authorized officers:

          (A) to instruct your controlling participant to initiate acceptance
       of the offer in respect of those ordinary shares of Normandy which are
       in a CHESS Holding in accordance with the Securities Clearing House
       Business Rules (if you have not already done so), and

          (B) to give any other instructions in relation to such ordinary
       shares of Normandy to your controlling participant on your behalf under
       the sponsorship agreement between you and the controlling participant;

      (d) The undertakings and authorities referred to in section 5.8(b) will
   remain in force after you receive the consideration for your ordinary shares
   of Normandy (including shares represented by Normandy ADSs) acquired by us
   and after we become registered as the holder of them.

  5.9 DIVIDENDS AND OTHER ENTITLEMENTS

      (a) We will be entitled to all Rights which arise or accrue after
   November 14, 2001 in respect of the ordinary shares of Normandy (including
   shares represented by Normandy ADSs) which we acquire pursuant to the offer.

      (b) If any Rights are declared, paid or made or arise or accrue in cash
   after November 14, 2001 in respect of the ordinary shares of Normandy
   (including shares represented by Normandy ADSs), we will (provided the same
   has not been paid to us) be entitled to reduce the consideration specified
   in section 5.1 and payable by us to accepting holders of ordinary shares of
   Normandy by an amount equal to the cash amount of such Rights.

      (c) If any non-cash Rights are issued or made or arise or accrue after
   November 14, 2001 in respect of the ordinary shares of Normandy (including
   shares represented by Normandy ADSs), then we will (provided the same has
   not been transferred to us) be entitled to reduce the consideration
   specified in section 5.1 and payable by us to accepting holders of ordinary
   shares of Normandy by an amount equal to the value (as reasonably assessed
   by the Chairman of ASX or his or her nominee) of such non-cash Rights.

  5.10 CONDITIONS OF THIS OFFER

      (a) Subject to section 5.10(b), this offer and any contract resulting
   from your acceptance of the offer, and each other offer and each contract
   resulting from the acceptance thereof, are subject to the satisfaction or
   waiver by us of the following conditions:

      (1) AUSTRALIAN FOREIGN INVESTMENT REVIEW BOARD

          The Treasurer of the Commonwealth of Australia advises us in writing,
       before the expiration date of the offer that there is no objection under
       the Australian Federal Government's foreign investment policy or under
       the Foreign Acquisitions and Takeovers Act 1975 (Cth) of Australia to
       the acquisition of ordinary shares of Normandy (including shares
       represented by Normandy ADSs) by us, such an acquisition otherwise not
       being in breach of that legislation or the Treasurer ceases to be
       entitled to make an order under Part II of that legislation regarding
       the acquisition of such ordinary shares by us;

      (2) MINIMUM ACCEPTANCE CONDITION

          Before the end of the offer period, we and our associates have
       relevant interests in at least 50.1% of the ordinary shares of Normandy
       (including shares represented by Normandy ADSs), calculated on a fully
       diluted basis;

                                      57



      (3) NEWMONT STOCKHOLDER APPROVAL

          Before the end of the offer period, our stockholders shall have taken
       all actions necessary to approve the issuance of the shares of Newmont
       common stock under the offer;

      (4) NO PRESCRIBED OCCURRENCES

          None of the following prescribed occurrences happen after November
       14, 2001 and before the expiration of the offer:

             (A) Normandy converting all or any of its shares into a larger or
          smaller number of shares under section 254H of the Corporations Act;

             (B) Normandy or a subsidiary of Normandy resolving to reduce its
          share capital in any way;

             (C) Normandy or a subsidiary of Normandy entering into a buyback
          agreement or resolving to approve the terms of a buyback agreement
          under sections 257C(1) or 257D(1) of the Corporations Act;

             (D) Normandy or a subsidiary of Normandy making an issue of its
          shares (other than ordinary shares of Normandy issued as a result of
          the exercise of options issued under Normandy's employee share bonus
          plan or executive share incentive plan or the issue of shares by
          Normandy NFM Limited, a subsidiary of Normandy, as consideration for
          the takeover bid for Otter Gold Mines Limited) or granting an option
          over its shares or agreeing to make such an issue or grant such an
          option;

             (E) Normandy or a subsidiary of Normandy issuing, or agreeing to
          issue, convertible notes;

             (F) Normandy or a subsidiary of Normandy disposing, or agreeing to
          dispose, of the whole, or a substantial part, of its business or
          property;

             (G) Normandy or a subsidiary of Normandy charging, or agreeing to
          charge, the whole, or a substantial part, of its business or property;

             (H) Normandy or a subsidiary of Normandy resolving that it be
          wound up;

             (I) the appointment of a liquidator or provisional liquidator of
          Normandy or of a subsidiary of Normandy;

             (J) the making of an order by a court for the winding up of
          Normandy or of a subsidiary of Normandy;

             (K) an administrator of Normandy or of a subsidiary of Normandy
          being appointed under section 436A, 436B or 436C of the Corporations
          Act;

             (L) Normandy or a subsidiary of Normandy executing a deed of
          company arrangement; or

             (M) the appointment of a receiver, receiver and manager, other
          controller (as defined in the Corporations Act) or similar official
          in relation to the whole, or a substantial part, of the property of
          Normandy or of a subsidiary of Normandy;

          (5) NO MATERIAL ADVERSE CHANGE

          Before the end of the offer period, no material adverse change occurs
       or is announced in the business, financial or trading position or
       condition, assets or liabilities, profitability or prospects of Normandy
       and its subsidiaries taken as a whole;

          (6) MISLEADING ANNOUNCEMENT

          Before the end of the offer period, Normandy does not disclose any
       untrue statement of, or omission to state, a fact that was required to
       be stated, or necessary so as to make a statement not

                                      58



       misleading, in any document filed by or on behalf of Normandy with ASX
       or ASIC since January 1, 2001, where the untrue statement or omission of
       fact results in a material adverse effect in relation to the business,
       financial or trading position or condition, assets or liabilities,
       profitability or prospects of Normandy and its subsidiaries taken as a
       whole;

          (7) NO PUBLIC AUTHORITY INTERFERENCE

          During the period from November 14, 2001 to the expiration of the
       offer:

             (A) there is not in effect any preliminary or final decision,
          order or decree issued by any government or governmental,
          semi-governmental, statutory or judicial entity or authority, whether
          in Australia or elsewhere, including without limitation any
          self-regulatory organization established under statute or any stock
          exchange (a ''Public Authority''), or

             (B) no application is made to any Public Authority (other than by
          us), or commenced by a Public Authority against either Newmont,
          Normandy or Delta Acquisition LLC, in consequence or in connection
          with the offer, which restrains or prohibits or otherwise materially
          adversely impacts upon, the making of the offer or the completion of
          any transaction contemplated by the offer or the deeds of undertaking
          entered into by us and Normandy or the rights of us or our associates
          in respect of Normandy and the ordinary shares of Normandy to be
          acquired under the offer or otherwise;

          (8) DEEDS OF UNDERTAKING

          Before the end of the offer period, no breach of any covenant,
       warranty or representation made by Normandy or in the deeds of
       undertaking entered into by us and Normandy occurs or is announced which
       has a material adverse effect on the business, financial or trading
       position or condition, assets or liabilities, profitability or prospects
       of Normandy and its subsidiaries taken as a whole;

          (9) OTHER GOVERNMENTAL OR REGULATORY APPROVALS

          All necessary governmental or regulatory filings (including under the
       U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
       and other competition and foreign investment approval filings or
       notifications) having been made, all applicable waiting periods with
       respect to any governmental or regulatory filings having expired or
       having been terminated, no action having been taken to restrain the
       offer by any governmental authority, and all necessary governmental or
       regulatory approvals having been obtained to ensure that:

             (A) we can vote and acquire all ordinary shares of Normandy
          (including shares represented by Normandy ADSs) under the offer; and

             (B) our shares of common stock and Newmont CDIs can be issued
          under the offer and traded without restriction, including, without
          limitation, under the U.S. Securities Act of 1933, as amended;

          (10) AUSTRALIAN MAGNESIUM CORPORATION LIMITED COMMITMENTS

             (A) neither Normandy nor any subsidiary of Normandy is a party to
          any agreement with Australian Magnesium Corporation Limited or is
          subject to any other obligation in respect of Australian Magnesium
          Corporation Limited for an amount greater than A$20 million other
          than:

                 (i) those agreements and obligations disclosed in the
              Australian Magnesium Corporation Limited prospectus dated October
              15, 2001; or

                 (ii) an obligation by Normandy to subscribe for Australian
              Magnesium Corporation Limited shares in the manner and subject to
              the conditions contained in the Australian Magnesium Corporation
              Limited prospectus dated October 15, 2001; and

             (B) before the end of the offer period, there is no waiver of any
          condition precedent to the commitment of either Normandy, any
          subsidiary of Normandy, the syndicate of banks, the

                                      59



          Australian Federal Government or the State Government of Queensland
          to provide funds to Australian Magnesium Corporation Limited being
          conditions precedent to commitments disclosed or referred to in the
          Australian Magnesium Corporation Limited prospectus dated October 15,
          2001.

      (b) It is a term of the offer that we may, subject to section 650F of the
   Corporations Act, declare the offer and all other offers and all contracts
   resulting from the acceptance of offers to be free from the conditions (or
   any one or more of them or any part thereof) set out in section 5.10(a). Any
   declaration made under this section 5.10(b) shall be made by us by notice in
   writing to Normandy.

      (c) In accordance with section 625(3) of the Corporations Act, the offer
   and all other offers and all contracts that result from the acceptance of
   offers are subject to the condition that:

          (1) an application for admission to quotation of Newmont on ASX and
       of the shares of Newmont common stock on the NYSE will be made within
       seven days after the date when the bidder's statement is given to
       Normandy; and

          (2) permission for admission to quotation of Newmont CDIs on ASX and
       for quotation of the shares of Newmont common stock on the NYSE will be
       granted no later than seven days after the end of the offer period.

          We will apply for the necessary quotations as soon as practicable in
       order to satisfy this condition. The offer may not be declared free of
       this condition.

      (d) The condition in section 5.10(a)(1) above is a condition precedent to
   our acquisition of an interest (within the meaning of those terms in the
   Foreign Acquisitions and Takeovers Act) in your ordinary shares of Normandy
   (including shares represented by Normandy ADSs). The other conditions in
   section 5.10(a) are conditions subsequent. The non-fulfillment of any
   condition subsequent does not prevent a contract to sell your ordinary
   shares of Normandy (including shares represented by Normandy ADSs) resulting
   from your acceptance of the offer, but entitles us by written notice to you,
   to rescind the contract resulting from your acceptance of the offer.

      (e) Subject to the provisions of the Corporations Act, we alone have the
   benefit of the conditions in section 5.10(a) above and any breach or
   non-fulfillment of any such conditions may be relied on only by us.

      (f) The date specified for giving the notice referred to in section
   630(3) of the Corporations Act is February 7, 2002, subject to extension in
   accordance with section 630(2) of the Corporations Act if the offer period
   is extended in accordance with the Corporations Act.

      (g) If at the end of the offer period in respect of the conditions
   specified in section 5.10(a) above:

          (1) we have not declared the offer and all other offers made by us
       and all contracts resulting from the acceptance of offers to be free
       from the conditions; and

          (2) the conditions have not been fulfilled,

   then all contracts resulting from the acceptance of offers and all offers
   that have been accepted and from whose acceptance binding contracts have not
   yet resulted are void. In that event, we will, if you have accepted the
   offer:

          (1) return at your risk your Acceptance Form together with all
       documents forwarded by you with that form to your address as shown in
       the Acceptance Form; or

          (2) if your ordinary shares of Normandy are in a CHESS Holding,
       notify Securities Clearing House under the Securities Clearing House
       Business Rules that the contract resulting from your acceptance of the
       offer is avoided.

                                      60



  5.11 PAYMENT OF CONSIDERATION

      (a) Subject to this section 5.11 and the Corporations Act, we will
   provide the consideration for your ordinary shares of Normandy (including
   shares represented by Normandy ADSs) as follows:

          (i) within five business days after the date of your acceptance of
       the offer if the offer is unconditional at that time, or

          (ii) if the offer is conditional when you accept it, within five
       business days after the date upon which all the conditions (including
       the condition in section 5.10(c)) are satisfied or waived.

      Under no circumstance will interest be paid on the consideration payable
   to you under the offer, regardless of any delay in making the exchange or
   any extension of the offer.

      (b) Where the Acceptance Form requires an additional document to be given
   with your acceptance (such as a power of attorney):

          (1) if that document is delivered with your acceptance, we will
       provide the consideration in accordance with section 5.11(a);

          (2) if that document is delivered after acceptance and before the end
       of the offer period while the offer is subject to a condition, we will
       provide the consideration within 5 business days after the offer becomes
       unconditional.

          (3) if that document is delivered after your acceptance and before
       the end of the offer period while the offer is not subject to any
       condition, we will provide the consideration within 5 business days
       after the document is delivered; or

          (4) if that document is delivered after the end of the offer period,
       we will provide the consideration within 5 business days after that
       document is delivered.

      (c) If you are resident in any place specified by the Reserve Bank of
   Australia as being a place for which a resident is not entitled to receive
   the cash component of the consideration specified above, in the absence of
   any necessary authority of the Reserve Bank of Australia and the Australian
   Taxation Office, acceptance of the offer will not create or transfer to you
   any right (contractual or contingent) to receive the consideration specified
   in the offer unless and until any necessary authority of the Reserve Bank of
   Australia and the Australian Taxation Office has been obtained. Such
   authority is currently required only in respect of Libya, Iraq, the Taliban
   (Islamic Emirate of Afghanistan) and any undertaking owned or controlled by
   the Taliban, certain persons associated with the former government and
   governmental authorities of the Federal Republic of Yugoslavia (Serbia and
   Montenegro) and the National Union for the Total Independence of Angola
   (UNITA), including its senior officials and their immediate families AND IN
   RESPECT OF ANY PERSON OR ENTITY NAMED IN AN ANNEX TO THE INSTRUMENTS OF
   OCTOBER 3 OR 17 AND NOVEMBER 19, 2001 ISSUED UNDER THE AUSTRALIAN BANKING
   (FOREIGN EXCHANGE) REGULATIONS.

      (d) If you accept the offer and are entitled to payment of a cash amount
   instead of shares of our common stock or Newmont CDIs under section 5.1(b)
   or (d), we will:

          (1) arrange for the allotment to a nominee approved by ASIC of the
       number of shares or fractional entitlements of our common stock or
       Newmont CDIs to which you and all other shareholders would have been
       entitled but for this paragraph (d),

          (2) cause those shares of our common stock or Newmont CDIs issued to
       the nominee to be offered for sale within 5 business days after the end
       of the offer period in such manner, at such price and on such other
       terms and conditions as are determined by the nominee, and

          (3) pay to you the amount ascertained in accordance with the formula:

                           Net Proceeds of Sale x Newmont Shares
                           -------------------------------------
                                   TSA

                                      61



          where:

          "Net Proceeds of Sale" means the amount (if any) remaining after
       deducting the expenses of the sale from the proceeds of the sale of
       shares of our common stock (including shares underlying Newmont CDIs) on
       the open market,

          "Newmont Shares" means the number of shares of our common stock
       (including the fractional number of a share of our common stock
       underlying Newmont CDIs) which would but for section 5.1(d) otherwise
       have been allotted to you, and

          "TSA" means the total number of shares of our common stock (including
       shares underlying Newmont CDIs) allotted to the nominee under section
       5.1(b) or (d) in respect of the shares of our common stock (including
       shares underlying Newmont CDIs) held by shareholders and ADS holders
       affected by these sections.

      If your registered address on the Normandy shareholder register or
   Normandy ADS register maintained by Normandy's depositary is within
   Australia, you will receive your share of the proceeds of this sale in
   Australian dollars. If your registered address on the Normandy shareholder
   register or Normandy ADS register maintained by Normandy's depositary is
   within any other jurisdiction (including the United States and Canada), you
   will receive your share of the proceeds of this sale in U.S. dollars. If you
   are to receive payment in U.S. dollars, we will convert the Australian
   dollar sum into U.S. dollars using the noon buying rate on the date of the
   sale by the nominee, as published by the Federal Reserve Bank of New York.
   Payment will be made by check posted to you at your risk by ordinary mail at
   the address provided on your Acceptance Form or ADS Letter of Transmittal.

      Under no circumstances will interest be paid on your share of the
   proceeds of this sale, regardless of any delay in remitting these proceeds
   to you.

      (e) Where the ADS Letter of Transmittal requires an additional document
   to be delivered with your ADS Letter of Transmittal (such as your Normandy
   ADRs), such document must be delivered with, and at the same time as, your
   ADS Letter of Transmittal.

  5.12 WITHDRAWAL OR TERMINATION OF THIS OFFER


   We may withdraw unaccepted offers with the written consent of ASIC, which
consent may be given subject to such conditions (if any) as are specified in
the consent. Notice of any withdrawal will be given to ASX, Normandy and to
each person to whom an offer has been made.


  5.13 VARIATION OF THIS OFFER

   We may at any time, and from time to time, vary the offer in accordance with
the Corporations Act.

   In the event that we vary the offer, we are obliged under the Corporations
Act to notify Normandy, the ASX and every Normandy shareholder (including
Normandy ADS holders) of such variation, so long as the variation is not an
extension of the offer period subsequent to the offer being declared
unconditional in all respects, in which case such notice will only go to
Normandy shareholders (including Normandy ADS holders) who have not previously
accepted the offer.

   Under Australian law, all Normandy shareholders and Normandy ADS holders who
accept the offer will be entitled to the benefit of any variation of the offer
which improves the consideration offered, even if that occurs after the
Normandy shareholder's or Normandy ADS holder's acceptance is received. Under
the Corporations Act, we are not permitted to vary the offer to decrease the
number of ordinary shares of Normandy (including in the form of Normandy ADSs)
that are being sought in the offer.

                                      62



  5.14 STAMP DUTY AND BROKERAGE FEES

   If your ordinary shares of Normandy or Normandy ADSs are registered in your
name and you deliver them directly to us or the ADS exchange agent, as
appropriate, you will not incur any brokerage or other transaction fees in
connection with your acceptance of the offer. If you hold your ordinary shares
of Normandy or Normandy ADSs through a bank, broker or other nominee, you
should ask your bank, broker or other nominee whether it will charge any
transaction fees or service charges in connection with your acceptance of this
offer.

   Any stamp duty payable in respect of transfers of ordinary shares of
Normandy and Normandy ADSs to us pursuant to the offer will be paid by us.

  5.15 COSTS AND TAXES

   All costs and expenses of the preparation of this offer document and of the
preparation and circulation of the offer will be paid by us.

   No Australian goods and services tax is payable as a consequence of the
offer.

  5.16 NOTICES

      (a) Any notices to be given by us to Normandy may be given to Normandy by
   leaving them at, or sending them by prepaid ordinary post to, the registered
   office of Normandy or by sending them by facsimile transmission to Normandy
   at its registered office.

      (b) Any notices to be given to us by you or by Normandy under the bid may
   be given to us by leaving them at or sending them by prepaid ordinary post
   to us at one of the addresses referred to in section 5.4(b).

      (c) Any notices to be given by us to you may be given to you by leaving
   them at or sending them by prepaid ordinary post or if your address is
   outside Australia, by airmail, to your address as shown in the register of
   members of Normandy.

                                      63



6 REGULATORY AND OTHER APPROVALS

  6.1 AUSTRALIAN FOREIGN INVESTMENT REVIEW BOARD

   The Foreign Acquisitions and Takeover Act 1975 (Cth) of Australia regulates
the acquisition of shares in certain Australian companies where the acquisition
results in a foreign entity controlling the corporation or a change in the
identity of the foreign controllers of the corporation. Accordingly, as the
acquisition of ordinary shares of Normandy (including shares represented by
Normandy ADSs) under the offer may result in us, a foreign entity, controlling
Normandy, the offer is conditional upon the Treasurer of the Commonwealth of
Australia stating prior to the expiration of the offer that he has no objection
under the Australian Federal Government's foreign investment policy or under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) of Australia to the
acquisition of ordinary shares of Normandy (including shares represented by
Normandy ADSs) by us or such an acquisition being not otherwise in breach of
that legislation. See section 5.10, "Terms of the offer--Conditions of this
offer" on page 57. We lodged an application with the FIRB on December 7, 2001
and do not believe that there are any issues that will prevent the Treasurer
from approving our application. However, we cannot give any assurance as to the
outcome of our application to FIRB. On January 7, 2002 FIRB made an interim
order in relation to our proposal. Although the interim order allows for a
further period of 90 days for FIRB to examine our proposal, FIRB has stated
that it has all the information which it requires to consider our proposal and
anticipates that a recommendation to the Treasurer will be made much sooner.

  6.2 NEWMONT STOCKHOLDER APPROVAL


   The issuance of shares of our common stock in connection with our
acquisition of Normandy and Franco-Nevada and the merger to be effected
pursuant to the reorganization of our company as described in section 1.1 above
are subject to the approval of our stockholders. We have convened a special
meeting of our stockholders to be held on February 13, 2002 to vote on these
matters. There can be no assurance that this approval will be granted. If our
stockholders approve the merger, which is described in section 1.1 above, and
the issuance of common shares of Holdco (or, in the event the reorganization
does not occur, Newmont), no further Newmont stockholder approval will be
required in relation to the issue of our common stock.


  6.3 GOVERNMENTAL AND REGULATORY APPROVALS

   The offer is subject to the following governmental and regulatory approvals:

   (a) U.S. ANTITRUST

   Pursuant to the HSR Act, on November 28, 2001, we filed a Premerger
Notification and Report Form in connection with the offer with the Antitrust
Division and the FTC. Under the applicable provisions of the HSR Act, the offer
cannot be consummated until after the expiration or early termination of a 30
calendar-day waiting period following the filing by us. On December 21, 2001,
the applicable waiting period was terminated early by the FTC.

   The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the offer. At any time before or
after delivery of Newmont shares (in the form of shares of our common stock or
Newmont CDIs) under the offer, the Antitrust Division or the FTC could take
whatever action under the antitrust laws as it deems necessary or desirable in
the public interest, including seeking to enjoin the delivery of Newmont shares
(in the form of our common stock or Newmont CDIs) pursuant to the offer,
seeking the divestiture of Normandy shares (including Normandy shares
represented by Normandy ADSs) acquired by us pursuant to the offer or seeking
the divestiture of substantial assets of us and Normandy. Private parties and
state attorneys general may also bring legal action under federal or state
antitrust laws under some circumstances. Based upon an examination of
information available relating to the businesses in which we and Normandy and
each of our respective subsidiaries are engaged, it is not believed that the
offer will violate U.S. antitrust laws. Nevertheless, there can be no assurance
that a challenge to the offer on antitrust grounds will not be made or, if a
challenge is made, what the result would be.

                                      64



   (b) OTHER REGULATORY PROCEDURES

   We and Normandy conduct operations or have holdings in a number of other
jurisdictions where antitrust filings or other regulatory approvals or
clearances may be required in connection with the offer. We have made or will
make an antitrust filing with the relevant authorities in Brazil and Canada and
anticipate making appropriate antitrust filings in Germany. Notification has
been made with the applicable Brazilian regulatory agency, and as a result, no
waiting periods or approvals are required prior to completion of the offer. In
Canada, until a waiver of the filing obligation is obtained from the applicable
Canadian regulatory authority or, if not received, until all applicable waiting
periods in Canada have expired without the applicable Canadian authority having
taken action to enjoin the completion of the offer, we may not acquire more
than 20% of the ordinary shares of Normandy (including shares represented by
Normandy ADSs). The applicable waiting period in Canada is 14 days from filing
with the applicable Canadian regulatory authority, based on a "short form"
pre-merger notification filing. However, on December 14, we filed a request for
an advance ruling certificate ("ARC") with the applicable Canadian regulatory
authority. We received an ARC from the Canadian Competition Bureau with respect
to both acquisitions on December 27, 2001. The ARC will eliminate the entire
Canadian waiting period and the need to file a pre-merger notification filing.

   We are also currently in the process of reviewing whether any other filings
will be required or advisable in other jurisdictions, and intend to make the
appropriate regulatory filings if we determine that these filings are required
or advisable.

   There is no assurance that any additional approvals or clearances, if any,
will be obtained or that there will not be any adverse consequences to us or
Normandy's business resulting from the failure to obtain these approvals or
clearances or from conditions that could be imposed in connection with
obtaining these approvals or clearances (including divestitures and other
operating conditions upon our and Normandy's businesses).

   In addition, antitrust enforcement and other regulatory agencies frequently
scrutinize transactions such as the offer. At any time before or after we
acquire ordinary shares of Normandy (including shares represented by Normandy
ADSs), any antitrust or other regulatory enforcement agency in a jurisdiction
where we have not filed could take whatever action under the applicable law of
the jurisdiction as it deems necessary or desirable in the public interest,
including seeking to enjoin our acquisition of ordinary shares of Normandy
(including shares represented by Normandy ADSs) pursuant to the offer or our
ability to vote or otherwise exercise rights of ownership over the ordinary
shares of Normandy (including shares represented by Normandy ADSs) that we
acquire under the offer, seeking divestiture of ordinary shares of Normandy
(including shares represented by Normandy ADSs) acquired by us or divestiture
of assets of us or Normandy, or seeking to impose conditions on the operation
of our or Normandy's businesses. Private parties may also bring legal action
under the antitrust laws under some circumstances.

                                      65



7 INFORMATION ABOUT NEW NEWMONT

  7.1 GENERAL DESCRIPTION OF NEW NEWMONT'S OPERATIONS

   INTRODUCTION


   New Newmont, to be formed from the combination of Newmont, Normandy and,
subject to completion of the Plan of Arrangement, Franco-Nevada, will be the
world's leading gold company with estimated gold reserves of approximately 97
million ounces and annual production of more than 8 million ounces at an
expected cash cost of approximately US$175 per ounce. New Newmont will be a
truly global enterprise, with an aggregate land position of approximately the
same size as the United Kingdom at 244,000 square kilometers (94,000 square
miles) and operations in North America, South America, Australia, New Zealand,
Indonesia, Uzbekistan and Turkey. New Newmont will obtain more than 70% of its
production from the politically and economically stable locations of the United
States, Canada and Australia. New Newmont will, among other activities, also
produce copper concentrates from locations in Indonesia and zinc and copper
concentrates from locations in Australia.


   The information provided in this section is designed to give shareholders an
understanding of the assets, liabilities, operations and prospects of New
Newmont, the entity which will be formed by the merger of Newmont (described in
section 8), Normandy (described in section 9) and Franco-Nevada (described in
section 10).

   This description of New Newmont assumes that the merger with Franco-Nevada
takes place, although the offer for Normandy is not conditional on the merger
with Franco-Nevada taking place. If that merger is not successful, the business
of New Newmont will not include the bulk of the Royalty Business, which covers
gold, platinum, oil and gas interests, or Investments which are set out below.
Normandy shareholders should consider this possibility when assessing the
prospects of New Newmont.


   The following information is based upon Newmont successfully acquiring all
of the shares of both Normandy and Franco-Nevada. These acquisitions are
subject to a number of conditions, described in sections 5.10 and 14.3.


                              [MAP] Greyscale Map

                                      66



                       PRO FORMA NEW NEWMONT HIGHLIGHTS




                                                            FRANCO-  PRO FORMA
TWELVE MONTHS ENDED SEPTEMBER 30, 2001     NEWMONT NORMANDY NEVADA  NEW NEWMONT
--------------------------------------     ------- -------- ------- -----------
                                                        
Proven & probable reserves (mm oz)/(1)(2)/   66.3    26.4     4.2       96.9
Production (mm oz)/(2)/...................    5.8     2.4     0.3        8.6
Total cash costs per equity ounce/(3)/....  $ 179   $ 160    $228      $ 175
Total costs per equity ounce/(4)/.........  $ 209   $ 224    $291      $ 217


--------

(1) Based on latest public filings. Includes approximately 2.0 million ounces
    of reserves attributable to Franco-Nevada's royalty interests, which
    Franco-Nevada has the right to take in kind pursuant to its royalty
    agreements.


(2) Approximately 2.2 million ounces of reserves and approximately 0.3 million
    ounces of production are attributable to Franco-Nevada's anticipated
    interest in Echo Bay. As detailed in section 7.1, "Information about New
    Newmont--Investments" on page 83, Franco-Nevada's acquisition of an equity
    interest in Echo Bay is subject to the approval of Echo Bay shareholders
    and is conditional on regulatory approvals.


(3) Dollars in US dollars, with average exchange rates of US$0.523 and US$0.653
    for Australia and Canada, respectively.


(4) Prior to purchase allocation and U.S. GAAP adjustments.


   On a pro forma basis for the twelve months ended September 30, 2001,
approximately 71% of New Newmont's gold production, as of the latest public
filings, came from North America and Australia, and approximately 29% from
other locations, with 12% of that total attributable to Minera Yanacocha in
Peru and 8% of that total in Indonesia. For this same period, approximately 61%
of New Newmont's gold reserves, as of the latest public filings, came from
North America and Australia and approximately 39% from other locations, with
19% of that total attributable to Minera Yanacocha in Peru and 7% of that total
in Indonesia.

BOARD OF DIRECTORS AND MANAGEMENT

   Wayne W. Murdy, our current Chairman, President and Chief Executive Officer,
will serve as Chairman and Chief Executive Officer of Newmont. Pierre Lassonde,
currently President and Co-Chief Executive Officer of Franco-Nevada, will serve
as President of New Newmont.

   The New Newmont board of directors will consist of 17 members, including the
current 12 directors of Newmont, the two Co-Chief Executive Officers of
Franco-Nevada (Messrs. Seymour Schulich and Pierre Lassonde), one additional
nominee from the board of Franco-Nevada and two nominees from the board of
Normandy. Mr. Champion de Crespigny will be invited to fill one of the Normandy
positions.

   If the Normandy transaction is completed but the Franco-Nevada transaction
is not, New Newmont's board of directors will consist of 14 members, including
the current 12 directors of Newmont and two nominees from the board of
Normandy. Mr. Champion de Crespigny will be invited to fill one of the Normandy
positions. Mr. Murdy will serve as Chairman, President and Chief Executive
Officer of a combined Newmont/Normandy.

   OVERVIEW OF NEW NEWMONT

   New Newmont will continue the historic businesses of Newmont and Normandy in
the production of, and exploration for, gold, copper and zinc. New Newmont will
also continue Franco-Nevada's primary business, which is the acquisition of (i)
direct interests in mineral properties and, when appropriate, developing those
properties, (ii) royalty interests in producing precious metals, mines and
precious metals properties in the development or advanced exploration stage,
(iii) direct interests in mineral properties for the purpose of exploration
and, when appropriate, selling, leasing or joint venturing those properties to
established mine operators and retaining royalty interests and (iv) indirect
interests in mineral deposits through equity interests in companies that own
interests in mineral deposits.

   PRODUCTS

   GOLD

   Gold has two main categories of use--product fabrication and bullion
investment. Fabricated gold has a variety of end uses, including jewelry,
electronics, dentistry, industrial and decorative uses, medals, medallions

                                      67



and official coins. Gold investors buy gold bullion, official coins and
high-karat jewelry. Most of New Newmont's revenue will come from the sale of
refined gold in the international market. The end product at each of New
Newmont's gold operations, however, will be dore bars. Because dore is an alloy
consisting mostly of gold but also containing silver, copper and other metals,
dore bars are sent to refiners to produce bullion that meets the required
market standard of 99.95% pure gold. Under the terms of refining agreements,
the dore bars will be refined for a fee, and New Newmont's share of the refined
gold and the separately recovered silver will be credited to the company's
account or delivered to buyers, except in the case of the dore produced from
New Newmont's operation in Uzbekistan. Dore from that operation will be refined
locally and physically returned to New Newmont for sale in international
markets. New Newmont does not believe that the loss of any of its refiners
would have an adverse effect on its business due to the availability of
alternative refiners able to supply the necessary services. Additionally,
through Normandy, New Newmont will have a 50% interest in an Australian
refinery.

   The worldwide supply of gold consists of a combination of new production
from mining and existing stocks of bullion and fabricated gold held by
governments, financial institutions, industrial organizations and private
individuals. In recent years, mine production has accounted for 60% to 65% of
the total annual supply of gold. The price of gold is affected by numerous
factors that are beyond our control. See section 3.2, "Risk factors--Risks
related to the gold mining industry generally" on page 29. The following table
presents the annual high, low and average afternoon fixing prices over the past
five years, expressed in U.S. dollars, for gold per ounce on the London Bullion
Market:




YEAR                     HIGH LOW AVERAGE
----                     ---- --- -------
                         US$  US$   US$
                         
1996.................... 415  367   388
1997.................... 367  283   331
1998.................... 313  273   294
1999.................... 326  253   279
2000.................... 313  264   279
2001/(1)/............... 293  256   271
2002 (through January 8) 279  278   279




   On January 8, 2002, the afternoon fixing price of gold on the London Bullion
Market was US$279 per ounce.


   New Newmont's gold sales will generally be made at the average price
prevailing during the month in which the gold is delivered to the customer plus
a "contango," which is essentially an interest factor, from the beginning of
the month until the date of delivery. Revenue from a sale is recognized when
gold is delivered from the refiner or other depository to the customer.

   COPPER

   The Batu Hijau mine in Indonesia, in which New Newmont will hold a 56.25%
economic interest (a 45% equity interest), produced copper/gold concentrates
containing 519.7 million pounds of copper and 451,400 ounces of gold in the
first nine months ended September 30, 2001. The concentrates, which have the
consistency of fine sand, contain about 30% copper and about 0.42 ounce per ton
of gold. In addition, the 100% owned Golden Grove Operation in Western
Australia produced zinc, lead and copper concentrates containing 242.5 million
pounds of copper for the 12 months ended June 30, 2001. New Newmont will
deliver and sell the concentrates to smelters in Japan, Korea, Australia and
Europe. The majority of New Newmont's production will be sold under long-term
contracts, and the balance on the spot market.

   Refined copper, the final product from the treatment of concentrates, is
incorporated into wire and cable products for use in the construction, electric
utility, communication and transportation industries. Copper is also

                                      68



used in industrial equipment and machinery, consumer products and a variety of
other electrical and electronic applications and is used to make brass.
Materials that compete with copper include aluminum, plastics, stainless steel
and fiber optics.

   Refined, or cathode, copper is also an internationally traded commodity. The
price of copper is quoted on the London Metal Exchange in terms of dollars per
metric ton of high grade copper and on the New York Commodity Exchange (Comex)
in terms of dollars per pound of high grade copper. Copper prices tend to be
more cyclical than gold prices and are more directly affected by the worldwide
balance of supply and demand. The volatility of the copper market is
illustrated by the following table, which shows the high, low and average
price, in U.S. dollars per pound, of high grade copper on the London Metal
Exchange in each of the last five years:




YEAR                     HIGH LOW  AVERAGE
----                     ---- ---- -------
                         US$  US$    US$
                          
1996.................... 1.29 0.83  1.04
1997.................... 1.23 0.77  1.03
1998.................... 0.85 0.65  0.75
1999.................... 0.84 0.61  0.71
2000.................... 0.91 0.73  0.82
2001.................... 0.83 0.60  0.72
2002 (through January 8) 0.69 0.65  0.66


--------
Source of Data: Metal Bulletin


   On January 8, 2002, the closing spot price of high grade copper on the
London Metal Exchange was equivalent to $0.69 per pound.


   ZINC

   New Newmont will produce zinc, lead and copper concentrates at its Golden
Grove operations in Western Australia. Golden Grove produced 182,655 tonnes of
zinc concentrate containing 82,391 tonnes of payable zinc during the period
July 1, 2000 to June 30, 2001. Golden Grove markets its zinc concentrates under
"evergreen" contracts to major zinc smelters in Japan and Korea. The majority
of zinc concentrate is sold under long term contract arrangements. Pricing
terms are negotiated annually.

HEDGING ACTIVITIES

   New Newmont generally intends to sell its production at spot market prices
and expects to continue Newmont's "no hedging" philosophy. While there is no
current intention to enter into any gold hedging positions, New Newmont will
monitor the market on an ongoing basis and may periodically elect to enter into
selective hedging transactions, if required to achieve its strategic
objectives. The hedging policy authorized by Newmont's board of directors
limits total hedging activity to 16 million ounces.

   Newmont utilized forward sales contracts for a portion of the gold
production from the Minahasa mine in Indonesia and from Nevada operations.
Newmont sales of gold under forward sales contracts represented 3%, 6% and 18%
of Newmont's total equity production in 2000, 1999 and 1998, respectively. No
costs were incurred for forward sales contracts and there were no margin
requirements related to these contracts. The use of forward sales contracts has
protected Newmont against declining gold prices over the past three years, with
respect to the covered ounces.

   Normandy's policy has been to hedge a minimum of 60% of recoverable
reserves. Recoverable reserves are generally between 80% and 95% of total
reserves. Normandy has not entered into contracts that require margin calls and
has no outstanding long-dated sold call options. Normandy has utilized forward
sales contracts with fixed and floating gold lease rates. New Newmont will look
to opportunistically unwind or deliver into Normandy's hedge book over time.

                                      69



   The following table summarizes the hedge books of Normandy and its
subsidiaries at September 30, 2001, as reported in Normandy's quarterly reports:



                                                     MT. LEYSHON
                                          NORMANDY   AND NORMANDY TVX NORMANDY
                                        WHOLLY-OWNED     NFM        AMERICAS
                                        ------------ ------------ -------------
                                        000/OZ A$/OZ 000/OZ A$/OZ 000/OZ US$/OZ
                                                       
Forward Sales.......................... 5,854   557  1,526   575     4    321
Put Options Purchased.................. 1,366   520     --    --   697    296
Convertible Options Purchased.......... 1,673   543     --    --    --     --
                                        -----        -----         ---
   Total............................... 8,893   549  1,526   575   701    296
                                        =====        =====         ===


   The following table sets forth the marked-to-market value of Normandy's
hedge books as at September 30, 2001:



                                                       A$M (I)
                                                        100%
                                                       -------
                                                    
Normandy (ii).........................................  $(802)
Mt. Leyshon (iii).....................................     (1)
Normandy NFM (iii)....................................    (65)
                                                        -----
   Total..............................................  $(868)
                                                        =====

(i) Spot price at 30 September 2001, $590/oz.
(ii) Wholly-owned, including TVX Normandy Americas.
(iii) 100% of subsidiaries.

   PROPERTIES AND OPERATIONS

   GENERAL DESCRIPTION OF GOLD PROCESSING FACILITIES

   Gold is extracted from naturally-oxidized ores by either heap leaching or
milling, depending on the amount of gold contained in the ore and the
amenability of the gold ore to the treatment. Gold contained in ores that are
not naturally oxidized can be directly milled and leached if the gold is
accessable to the chemical, generally known as free milling ores. Ores that
will not leach efficiently, known as refractory ores, require more costly and
complex processing techniques than oxide or free milling ore. Higher-grade
refractory ores are processed through either roasters or autoclaves. Roasters
heat finely ground ore with air and oxygen to a high temperature and burn off
the carbon and sulfide minerals that encase the gold or that prevent efficient
leaching. Autoclaves use heat, oxygen and pressure to oxidize sulfide minerals
in the ore. Some gold bearing sulfide ores may be processed through a flotation
plant or by bio-milling. In flotation, ore is finely ground, turned into
slurry, then placed in a tank known as a flotation cell. Chemicals are added to
the slurry causing the gold-containing sulfides to float in air bubbles to the
top of the tank where they can be separated from waste particles that sink to
the bottom. The sulfides are removed from the cell and formed into a
concentrate that can then be processed in an autoclave or roaster to fully
recover the gold from the smaller concentrate mass. Bio-milling incorporates
patented technology referred to as bio-oxidation technology that involves
inoculation of suitable crushed ore on a leach pad with naturally occurring and
patented bacteria strains that oxidize the sulfides encasing the gold over a
period of time. The ore is then processed through a mill and leach system.

   Free milling and some oxide ores are processed through mills where the ore
is ground into a fine powder and mixed with water in slurry, which then passes
through a cyanide leaching circuit where gold is extracted and collected on
carbon followed by extraction from the carbon and electrowinning. Amenable ores
are processed using heap leaching. The ore is crushed and stacked on
impermeable pads, where weak cyanide solution is applied to the the top surface
of the heaps to dissolve the gold. The gold-bearing solution is collected and
pumped to facilities to remove the gold by collection on carbon or zinc
precipitation directly from leach solutions.

                                      70



   NORTH AMERICA

   NEVADA

   PRODUCTION

   New Newmont's Nevada operations including the Midas Mine (formerly the Ken
Snyder Mine) will include Carlin, located west of Elko on the geological
feature known as the Carlin Trend and the Winnemucca Region. The Carlin Trend
is the largest gold district discovered in North America in the last 50 years.
The Winnemucca region includes (i) the Twin Creeks mine located near
Winnemucca, (ii) the Lone Tree Complex located near Battle Mountain and (iii)
the Battle Mountain Complex, near Battle Mountain, where there are no currently
active mining operations but where studies are ongoing with respect to the
feasibility of developing a large gold/copper deposit.

   Gold production in Nevada totaled approximately 2.1 million equity ounces at
a cash cost of US$217 per ounce for the first nine months ended September 30,
2001.

   In 2000, ore was mined from nine open-pit deposits and five underground
mines. Although the Deep Post open pit was mined out at the end of 2000,
production from stockpiled ore continued into 2001, and production from the
Deep Post underground mine, which is accessed through a decline near the bottom
of the pit, commenced in March 2001.

   PROCESSING FACILITIES

   New Newmont's operations in Nevada have a number of different ore types and
processing techniques. Newmont has developed a linear programming model to
determine the best mix of ore types for each processing facility in order to
obtain the maximum ounces of gold at the lowest cost from the ores.
Approximately 71% of Nevada's 2000 year-end proven and probable gold reserves
were refractory and the balance were oxide. Nevada's production has
increasingly come from higher-cost refractory ores from both deep open pits and
underground mines as lower-cost, near-surface oxide ores have been depleted.
Refractory ore treatment facilities are expected to generate approximately 65%
of Nevada's gold production in 2001, compared with 67% in 2000.

   Higher-grade oxide ores are processed at one oxide mill at Carlin, two at
Twin Creeks and one at Lone Tree. New Newmont will consider whether to continue
operating the Midas mill or close it and process the ore at one of the oxide
mills at Twin Creeks. Lower-grade oxide ores are processed using heap leaching.
Higher-grade refractory ores are processed through either a roaster at Carlin
or through autoclaves at Twin Creeks or Lone Tree.

   Gold-bearing activated carbon from Carlin's milling and leaching facilities
is processed on site at a central carbon processing plant and adjacent smelting
facilities. Separate carbon processing facilities are located in the North and
South Areas at Twin Creeks with one smelter in the North Area. Lone Tree has
two carbon processing facilities. Material from the Lone Tree carbon processing
facilities is smelted at Carlin.

   OTHER FACILITIES

   Analytical laboratories, maintenance facilities and administration offices
are located at Carlin, Twin Creeks and the Lone Tree Complex. We will also have
an advanced metallurgical research laboratory in Denver, Colorado.

   Electrical power and natural gas for New Newmont's Nevada operations will be
provided by public utilities. Oxygen for the roaster will be provided on a
contract basis from an oxygen plant constructed by the supplier on land leased
from Newmont. New Newmont will be the sole customer of the oxygen produced.
Oxygen plants used in conjunction with the autoclaves at Twin Creeks and Lone
Tree will be owned by Newmont and operated and maintained by a third party.

                                      71



   MINERAL RIGHTS

   New Newmont will own, or control through long-term mining leases and
unpatented mining claims, all of the minerals and surface area within the
boundaries of the present Carlin and Winnemucca Region mining operations areas.
The long-term leases extend for at least the anticipated mine life of those
deposits. With respect to a significant portion of the Gold Quarry Mine at
Carlin, New Newmont will own a 10% undivided interest in the mineral rights and
lease the remaining 90%, on which New Newmont will pay a royalty equivalent to
18% of the mineral production. The remainder of the Gold Quarry mineral rights
will be wholly owned or controlled by New Newmont, in some cases subject to
additional royalties. With respect to certain smaller deposits in the
Winnemucca Region, New Newmont will be obligated to pay royalties on production
to third parties that vary from 3% to 5% of production.

   CANADA

   GOLDEN GIANT AND HOLLOWAY

   New Newmont will have two underground mines in Canada. The Golden Giant mine
(100% owned) is located approximately 25 miles east of Marathon in Ontario,
Canada and has been in production since 1985. The Holloway mine is located
approximately 35 miles east of Matheson in Ontario, and about 400 miles
northeast of Golden Giant. The mine is owned by a joint venture in which New
Newmont will have an 84.65% interest. The remaining 15.35% interest is held by
Teddy Bear Valley Mines.

   Gold sales from the Golden Giant and Holloway for the nine months ended
September 30, 2001 were 196,200 and 64,400 ounces, respectively, with total
cash costs of US$193 and US$226 per ounce, respectively.

   See also "TVX Normandy" for a description of other mines in Canada in which
New Newmont will have interests.

   OTHER NORTH AMERICAN PROPERTIES

   New Newmont will have one mine in Southern California, Mesquite. Mining
operations ceased in the second quarter of 2001, with the depletion of the main
ore body. Mesquite operations are transitioning to temporary shut-down and
reclamation, and declining amounts of gold will be recovered from the inventory
of ores on the heap leach pads.

   In Mexico, New Newmont will have a 44% interest in La Herradura, which is
located in northwest Sonora, Mexico, and operated by Industriales Penoles S.A.
de C.V. group, Mexico's largest silver producer.

   SOUTH AMERICA

   PERU

   The properties of Minera Yanacocha S.R.L. are located approximately 375
miles north of Lima and 28 miles north of the city of Cajamarca. Since the
discovery of gold ores in 1986, the area has become the largest gold district
in South America. Minera Yanacocha began production in 1993. New Newmont will
hold a 51.35% interest in Minera Yanacocha. The remaining interest is held by
Compania de Minas Buenaventura, S.A.A. (43.65%) and the International Finance
Corporation (5%).

   Minera Yanacocha has mining rights with respect to a large land position
that includes multiple deposits as well as other prospects. Such mining rights
were acquired through assignments of concessions granted by the Peruvian
government to a related entity. The assignments have a term of 20 years,
beginning in the early 1990s, renewable at the option of Minera Yanacocha for
another 20 years. In October 2000, Newmont and Compania de Minas Buenaventura
unitized their land holdings in northern Peru, folding them into Minera
Yanacocha. The unitization increased Yanacocha's land position increased from
100 to 535 square miles.

                                      72



   Five open-pit mines and four leach pads are in operation at Yanacocha. Gold
sales for the nine months ended September 30, 2001 totalled 1.4 million ounces
of gold (719,500 equity ounces) at a total cash cost of US$117 per ounce.

   At the newly developed La Quinua deposit at Yanacocha, testing of the
agglomeration facility and ore placements on the leach pad were completed in
the third quarter of 2001 and gold production commenced in the fourth quarter.
By 2003, production from La Quinua is expected to reach one million ounces per
year at an average total cash cost of approximately US$125 per ounce. At La
Quinua, the ore is crushed, agglomerated and leached, which increases cash
costs slightly.

   BOLIVIA

   The Kori Kollo open pit mine is on the high plain in northwestern Bolivia
near Oruro on government mining concessions issued to a Bolivian corporation,
Empresa Minera Inti Raymi S.A., which owns and operates the mine. New Newmont
will own 88% of Inti Raymi. The remaining 12% is owned by Zeland Mines, S.A. In
the nine months ended September 30, 2001, the mine sold 201,100 equity ounces
of gold at a total cash cost of US$164 per ounce.

   OTHER

   New Newmont will also have interests in two operating mines in Brazil and
one in Chile. See "TVX Normandy."

   AUSTRALASIA

   AUSTRALIA

   New Newmont's Australian operations will consist of a 50% interest in the
Super Pit and Mt. Charlotte mines, a 44% interest in the Boddington expansion
project, 100% ownership of the Normandy Yandal operations, which consists of
the Bronzewing, Jundee and Wiluna mines, an 87.5% interest in Normandy NFM,
which owns the Tanami operations and a 100% interest in the Pajingo mine. New
Newmont's Australian operations would have contributed approximately 1.97
million ounces of New Newmont's total attributable gold production in the
twelve months ended June 30, 2001.

   KALGOORLIE

   The Kalgoorlie operations comprise the Fimiston Open Pit (commonly referred
to as the Super Pit) and Mt. Charlotte underground mine at Kalgoorlie-Boulder,
600 km east of Perth in the Eastern Goldfields. The mines are managed and run
by Kalgoorlie Consolidated Gold Mines Pty Ltd ("KCGM") for the Joint Venture
owners, New Newmont and Homestake Gold of Australia Limited, which will each
hold 50%.

   The Super Pit is Australia's largest gold mine, in terms of both gold
production and total annual mining volumes.

   For the period July 1, 2000 to June 30, 2001, the Super Pit produced 360,683
equity ounces of gold at a total cash cost for Normandy of A$322 per ounce.
Life of mine plans for the Super Pit estimate a 15-17 year life for the
operation.

   Mt. Charlotte is a large underground gold mine that has yielded about 25
million tonnes of ore and over 3 million ounces of gold. During the period July
1, 2000 to June 30, 2001, the mine produced 107,396 ounces of gold from the
treatment of 1.2 million tonnes of ore at a cash cost of A$365 per ounce. The
operation is scheduled to close in December 2001.

                                      73



   BODDINGTON

   Boddington, a large-scale open pit mining operation, is operated by Worsley
Alumina Pty Ltd on behalf of the joint venture owners, which will be New
Newmont (44.4%), AngloGold (33.3%) and Newcrest Mining Limited (22.2%).
Reserves were exhausted in November 2001, and facilities are being placed on
care and maintenance where those facilities are required for the proposed
expansion. From July 1, 2000 to June 30, 2001, 8.5 million tons of ore were
treated, producing 228,405 ounces of gold (100%) at a total cash cost for
Normandy of A$381 per ounce. The Boddington expansion project has been delayed,
with restructuring of current management arrangements a prerequisite to
development.

   NORMANDY YANDAL

   New Newmont will have a 100% interest in Yandal, which consists of the
Bronzewing, Jundee and Wiluna mines situated in the Yandal Goldfields in
Western Australia. The three operations collectively produced 787,457 ounces of
gold from July 1, 2000 to June 30, 2001 at an average total cash cost of A$288
per ounce.

   TANAMI

   The Tanami operations comprise the Granites treatment plant and associated
mining operations, which are located approximately 550 kilometers northwest of
Alice Springs adjacent to the Tanami highway, and the Dead Bullock Soak mining
operations, some 40 kilometers west of the Granites. The major mine is the
underground Callie operation at Dead Bullock Soak. The Tanami operations will
be owned by Normandy NFM, a publicly listed, 87.5% owned subsidiary of New
Newmont.

   The operation is now predominantly focused on the Callie underground mine
with mill feed supplemented by production from the Dead Bullock Ridge open pit
and the Bunkers and Quorn pits at the Granites.

   For the period July 1, 2000 to June 30, 2001, Tanami operations produced
420,836 ounces of gold (368,021 equity ounces) at a total cash cost of A$279
per ounce.

   The Tanami operations also include the Groundrush deposit at which mining
commenced in mid-September 2001. Gold production commenced in November 2001.

   PAJINGO

   The Pajingo gold mine is an underground mine located approximately 150 km
southwest of Townsville, Queensland and 72 kilometers south of the local
township of Charters Towers. The Pajingo gold mine will be 100% owned by New
Newmont.

   Royalties are paid to the Queensland government at 4.0-5.9% of revenues
depending on the gold price. Royalties are also paid to traditional land owners
consisting of 0.2% of revenues and a fixed payment upon exploration success.

   For the period July 1, 2000 to June 30, 2001, Pajingo produced 229,788 total
ounces of gold at a total cash cost of A$177 per ounce.

   MT. LEYSHON

   The Mt. Leyshon gold mine, near Charters Towers, Queensland is owned by Mt.
Leyshon Resources Ltd, which is a publicly listed company of which Normandy
owns 13.7%. Mining ceased at the large scale open pit at Mt. Leyshon in
February 2001. The operation is currently producing gold by treating existing
low-grade stockpiles of 5 million tonnes at 0.8 grams per tonne of gold.
Treatment of stockpiles is expected to be completed in January-February 2002
with operations expected to be closed by the middle of 2002.

                                      74



   A comprehensive mine closure and rehabilitation plan covering remaining
operations, closure, rehabilitation, decommissioning and post-closure
monitoring has been implemented. Mine closure and rehabilitation costs are
expected to be approximately A$8 million. As part of a restructure of Mt.
Leyshon Ltd, New Newmont will assume responsibility for mine closure and
rehabilitation costs, as well as ongoing environmental obligations.

   NEW ZEALAND

   MARTHA


   The Martha gold mine is located within the town of Waihi, approximately 110
km southeast of Auckland, New Zealand. It will be a joint venture between New
Newmont and Otter Gold Mines Limited ("Otter"). New Newmont will have a 67.06%
interest and manage the operation. Normandy NFM Limited, a subsidiary of
Normandy, has made a takeover bid for Otter. See section 9.2, "Information
about Normandy--General description of Normandy's operations--Recent
developments" on page 104, discussing Normandy NFM's bid for Otter.


   In 1998, additional resources were identified, which has allowed the life of
the mine to be extended a further six years to 2007.

   The operation produced 95,070 ounces of gold for the period July 1, 2000 to
June 30, 2001 at a total cash cost of A$344 per ounce.

   The Martha mine does not currently pay royalties. Under new royalty
arrangements, the Martha mine will be required to pay a royalty on new
discoveries such as Favona. The royalty rate is the greater of 1% of gross
revenues from silver and gold sales or 5% of accounting profit. New Newmont
will receive a management fee of 2% of gross revenues from Otter.

   The open pit's location immediately adjacent to the town also means that it
is unlikely that the pit will be expanded or that underground mining will be
pursued below the bottom of the Martha pit. Accordingly, there do not currently
appear to be any prospects of extending the current reserves within the Martha
deposit. At current production rates, reserves are sufficient to support a mine
life of around six years. The longer term future for the Martha operation is
based on the recently discovered Favona vein. The full extent of the
mineralization will only be tested once underground access is available.
However, drilling to date suggests that the Favona system is likely to support
an underground mining operation.

   INDONESIA

   New Newmont will have two operating properties in Indonesia: Minahasa, a
gold operation, and Batu Hijau, which produces copper/gold concentrates. New
Newmont will own 80% of Minahasa. The remaining 20% interest is a carried
interest held by P.T. Tanjung Serapung, an Indonesian company. New Newmont will
have a 45% equity interest in Batu Hijau through a partnership with an
affiliate of Sumitomo Corporation, which will hold a 35% interest. The
remaining 20% is a carried interest held by P.T. Pukuafu Indah, an Indonesian
company. New Newmont will account for its investment in Batu Hijau as an equity
investment due to each partner's significant participating rights in the
business. New Newmont will be entitled to 56.25% of the concentrate production
until New Newmont recovers the bulk of Newmont's investment, including interest.

   In Indonesia, rights are granted to private parties to explore for and to
develop mineral resources within defined areas through Contracts of Work
entered into with the Indonesian government. In 1986, Newmont entered into
separate fourth generation Contracts of Work with the government covering
Minahasa and Batu Hijau, under which Newmont was granted the exclusive right to
explore the contract area, construct any required facilities, extract and
process the mineralized materials and sell and export the minerals produced
subject to

                                      75



certain Indonesian government approvals and payment of royalties to the
government. New Newmont will have the right to continue operating the projects
for 30 years, or longer, if approved by the Indonesian government. Under New
Newmont's Contracts of Work, beginning in the sixth year after mining
operations commenced (and continuing through the tenth year), a portion of each
project not already owned by Indonesian nationals must be offered for sale to
the Indonesian government or to Indonesian nationals, thereby potentially
reducing Newmont's (and, in the case of Batu Hijau, Newmont's and Sumitomo's)
ownership in each project to 49% by the end of the tenth year. The price at
which such interest would be offered for sale to the Indonesian parties would
be the highest of (i) the then current replacement cost, (ii) the price at
which shares of the project company would be accepted for listing on the
Jakarta Stock Exchange or (iii) the fair market value of such interest as a
going concern.

   MINAHASA

   Newmont's first project in Indonesia, Minahasa, on the island of Sulawesi,
approximately 1,500 miles northeast of Jakarta, was a Newmont discovery and
consisted of a multi-deposit operation. Production began in 1996 and ore was
processed from the open pit Mesel deposit and a number of smaller peripheral
deposits. These deposits contained both oxidized and refractory gold
mineralization.

   Minahasa sold 275,400 equity ounces of gold in the nine months ended
September 30, 2001 with total cash costs of US$135 per ounce. Mining operations
will cease by the end of 2001; however, it is expected that processing from
this mine will continue through 2003.

   BATU HIJAU

   New Newmont's second project in Indonesia, Batu Hijau, is located on the
island of Sumbawa, approximately 950 miles east of Jakarta. Batu Hijau is a
large porphyry copper/gold deposit, which Newmont discovered in 1990.

   In July 1997, agreements for US$1 billion in financing for the Batu Hijau
project were signed. Project completion tests were met in October 2000 and, as
a result, the financing is now non-recourse to New Newmont and Sumitomo.

   Development and construction activities began in 1997 and start-up took
place in late 1999. The mine produced 519.7 million pounds of copper and
451,400 ounces of gold in the nine months ended September 30, 2001, 56.25% of
which is attributable to Newmont's economic interest. After gold credits the
cash cost was US$0.36 for the nine months ended September 30, 2001.

   ASIA AND EUROPE

   UZBEKISTAN

   New Newmont will have a 50% interest in Zarafshan-Newmont. The remaining 50%
interest is divided between the State Committee for Geology and Mineral
Resources ("State Committee") and Navoi Mining and Metallurgical Combine
("Navoi"), each a state entity of Uzbekistan. The joint venture produces gold
by crushing and leaching ore from existing stockpiles of low-grade oxide ore
from the nearby government-owned Muruntau mine. The gold produced by
Zarafshan-Newmont is sold in international markets for U.S. dollars. Newmont
provides technical and managerial support to Zarafshan-Newmont. The State
Committee and Navoi guaranteed to furnish Zarafshan-Newmont with 242 million
tons of ore with an average grade of 0.036 ounces of gold per ton, containing
approximately 8.6 million ounces of gold. In late 2000, the ore supply
agreement was amended to add an additional 220 million tons of ore with an
average grade of 0.05 ounces of gold per ton. To handle the additional ore, the
joint venture has arranged for construction of a leach pad extension and an
expansion of the ore supply conveyor system. The amended agreement extends the
life of the operation to at least 2013. Ore placement on the heap leach pad
expansion project is scheduled for the beginning of 2002.

                                      76



   For the nine months ended September 30, 2001, total sales were 325,200
ounces (162,600 equity ounces) at a total cash cost of US$136 per ounce.

   TURKEY

   The Ovacik gold mine is located on the western Aegean coast of Turkey. New
Newmont will own 100% of the mine. The first gold was produced in May 2001. The
mine is the subject of regulatory action which could result in its closure.

   AFRICA

   COTE D'IVOIRE

   The Ity gold mine is located in Cote d'Ivoire, West Africa. Normandy has
disclosed that Normandy La Source has accepted an offer for the sale of its
interest in the Ity gold mine.

   TVX NORMANDY

   TVX Normandy was formed in June 1999 as a strategic alliance between
Normandy and TVX Gold. TVX Normandy will be 49.9% owned by New Newmont and
50.1% owned by TVX Gold. The principal assets of TVX Normandy are interests in
the following operating gold mines in South America and Canada:

   Paracatu (51% Rio Tinto Limited; 49% TVX Normandy). Rio Tinto is the
operator of the mine. For the twelve months ended June 30, 2001, Paracatu
produced 207,718 ounces of gold (100%) at a total cash cost of A$350 per ounce.


   Crixas (50% AngloGold; 25% TVX; 25% Normandy). AngloGold is the operator of
the mine. For the twelve months ended June 30, 2001, Crixas produced 192,985
ounces of gold (100%) at total cash costs of A$212 per ounce.


   La Coipa (50% Placer Dome; 50% TVX Normandy). Placer Dome is the operator of
the mine. For the twelve months ended June 30, 2001, La Coipa's gold equivalent
production was 137,138 ounces at total cash costs of A$225 per ounce.

   Musselwhite (68.1% Placer Dome; 31.9% TVX Normandy). Placer Dome is the
operator of the mine. For the twelve months ended June 30, 2001, Musselwhite
produced 236,604 ounces of gold (100%) at total cash costs of A$318 per ounce.

   New Britannia (50% High River Gold; 50% TVX Normandy). TVX Normandy is the
operator of the mine. For the twelve months ended June 30, 2001, New Britannia
produced 105,849 ounces of gold (100%) at total cash costs of A$375 per ounce.

   DEVELOPMENT PROJECTS

   New Newmont will also have a several advanced gold projects in its portfolio
of assets. New Newmont will have the flexibility to optimize the development of
these projects based on project economics, political risk and free cash flow
profiles.


                                      77



   The following table sets forth certain information with respect to New
Newmont's principal development projects:




                                                      %     ESTIMATED EQUITY RESERVES
             PROJECT                LOCATION      OWNERSHIP          (MM OZ)
             -------                ------------- --------- -------------------------
                                                   
NEWMONT:
Leeville........................... Nevada, USA       100              3.0
Twin Creeks South.................. Nevada, USA       100              1.9
Gold Quarry South.................. Nevada, USA       100              3.0
Phoenix............................ Nevada, USA       100              6.1
Yanacocha Sulfides & covered oxides Peru, S.A.      51.35              (a)

NORMANDY:
Boddington Expansion............... Australia        44.4              4.9
Yamfo-Sefwi........................ Ghana, Africa      90              3.3
Martabe............................ Indonesia          90              (a)
Akim............................... Ghana, Africa      80              (a)


--------
(a) Not included in Proven and Probable Reserves.

   EXPLORATION

   New Newmont expects to have a 2002 exploration and research budget of
approximately US$75 million. It is expected that approximately 70% would be
applied to near-mine and regional exploration in existing districts, plus work
on advanced exploration and development projects in Indonesia and West Africa,
and approximately 30% on the worldwide search for new reserve opportunities
outside current operating districts, acceleration of select programs having
positive results,and on metallurgical research, operational optimization
studies and project evaluation.

   NON-GOLD ASSETS

   The following table sets forth certain information with respect to New
Newmont's non-gold operations:



        ASSET/PROJECT DEVELOPED    MINERAL   LOCATION          INTEREST
        -----------------------    --------- ----------------- --------
                                                      
        Golden Grove.............. Zinc      Western Australia    100%
        Australian Magnesium Corp. Magnesium Queensland          22.8%
        Kasese.................... Cobalt    Uganda              53.9%


   GOLDEN GROVE

   New Newmont will own 100% of the Golden Grove operation in Western
Australia. Golden Grove has two underground mines at the Scuddles and Gossan
Hill deposits with a combined mining rate of 1.2 million tonnes per year. The
principal product is zinc concentrate. A high precious metal ("HPM") lead
concentrate and low precious metal ("LPM") copper concentrate are also produced.

   Zinc production declined to 182,655 tonnes of concentrate (containing 82,391
tonnes of payable zinc metal) for the twelve months ended June 30, 2001. The
decline in zinc production was a direct result of separating zinc (895,164
tonnes) and copper ores (272,122 tonnes). The decline in zinc metal production
was directly offset by an increase in copper production to 11,008 tonnes of
payable copper metal.

   Current reserves at Scuddles and Gossan Hill are sufficient to support
approximately 4.5 years production at current production rates. However, the
Catalpa, Hougoumount and Amity deposits are expected to provide sufficient
additional ore to substantially extend the mine life. A pre-feasibility study
for the Amity deposit was completed in early 2001 and development commenced in
May 2001.

                                      78



   AUSTRALIAN MAGNESIUM CORPORATION

   New Newmont will have a 22.8% voting interest in Australia Magnesium
Corporation, which has developed a proprietary process known as the AM Process,
a chemical and dehydration process for producing anhydrous magnesium chloride
suitable as feed for an electrolytic cell to produce molten magnesium metal.
Australia Magnesium has recently undertaken a A$525 million equity raising to
support the financing of the A$1.3 billion development of the Stanwell
magnesium project. Normandy has an obligation to contribute A$100 million in
equity between October 31, 2002 and January 31, 2003.

   KASESE

   New Newmont will hold an 86% interest in Banff Resources Ltd ("Banff"),
which in turn holds a 63% interest in the Kasese cobalt project (New Newmont
effective interest 54%) and an option to earn a 65% interest in the nearby
Kilembe mine and tailings. The Kasese cobalt project is located in western
Uganda. In June 2001, Normandy wrote down the carrying value of its interest in
the project to zero.

   ROYALTY BUSINESS




   New Newmont will continue to build upon the Franco-Nevada royalty and
merchant banking business as a newly formed unit of Newmont. As the company's
exploration program (see "Exploration") identifies Newmont properties or
exploration targets that have good potential but appear not to be compatible
with its core objectives, it could seek to farm those properties out to other
operators in return for a royalty. In addition, the New Newmont will inventory
its significant land package and identify properties where it does not intend
to conduct active exploration in the foreseeable future; it will attempt to
assemble land packages from among these lands and vend these packages out to
other operators, possibly in return for a royalty. In some cases these lands
may be prospective for minerals other than gold. The New Newmont will benefit
from any discoveries made by other operators on its royalty lands.



   New Newmont's royalty interests will generally be in the form of a net
smelter return ("NSR") royalty that provides for the payment either in cash or
physical metal ("in kind") of a specified percentage of production, less
certain specified transportation and refining costs. In some cases, New Newmont
will own a net profit interest ("NPI") pursuant to which New Newmont is
entitled to a specified percentage of the net profits, as defined in each case,
from a particular mining operation. The majority of NSR royalty revenue and NPI
revenue can be received in kind at the option of New Newmont.


   Several royalties are held by Franco-Nevada on certain Newmont and Normandy
properties, including portions of Deep Star, Deep Post, Gold Quarry, certain
exploration properties and all of Midas. Upon the merger of Newmont and
Franco-Nevada and the acquisition of Normandy, these royalties will be
eliminated in the consolidated results of New Newmont and are not listed or
described herein.

   The following is a description of New Newmont's principal gold royalties.

   GOLDSTRIKE


   New Newmont will hold various NSR and NPI royalties on the Goldstrike Mine
(Betze-Post and Meikle Mines) located in the Carlin Trend gold mining area of
northern Nevada. The Betze-Post and Meikle Mines are owned and operated by a
subsidiary of Barrick Gold Corporation ("Barrick"). The Betze-Post Mine is a
conventional open pit operation. The Betze-Post property consists of various
claim blocks and New Newmont's royalty interest in each claim block will be
different, ranging from 0% to 4% for the NSRs and 0% to 6% for the NPIs. On a
combined basis, New Newmont's NSRs and NPIs cover land containing 81.3% of the
Betze-Post Mine reserves and mineralized material reported by Barrick as at
December 31, 2000. The Meikle Mine is an underground operation comprising the
Meikle, Rodeo and Griffin deposits, located one mile north of the Betze-Post
Mine that shares the Goldstrike processing facilities with the Betze-Post Mine.
New Newmont will hold a 4% NSR and a 5% NPI over 1,280 acres of the claims that
cover the Meikle, Rodeo and Griffin deposits.


                                      79



   New Newmont is not obliged to fund any portion of the cost associated with
the Betze-Post Mine or the Meikle Mine. Barrick's mining sequence from various
claim groups will cause fluctuations in New Newmont's royalty receipts. The NSR
royalties are based upon gross production from the mine, reduced only by the
ancillary costs of smelter charges and transportation of about US$2 per ounce.
The determinants of the revenue received from the NSRs covering the Betze-Post
Mine are the number of ounces of gold produced, New Newmont's selling price of
the gold, and the cost of shipping and smelting. The Post-Goldstrike NPI began
paying in October 1993, the month that the cumulative net profit from the Post
and Goldstrike claims exceeded capital invested in those claims. Net profits
are calculated as proceeds less costs. Proceeds equal the number of ounces of
gold produced from the Post and Goldstrike claims and the Meikle Mine,
multiplied by the spot price of gold on the date gold is credited to Barrick's
account at the refinery. Costs include operating and capital costs as incurred.

   STILLWATER

   New Newmont will hold a 5% net smelter return royalty on a portion of the
Stillwater Mine and all of the East Boulder Mine located near Nye, Montana. The
Stillwater Mine and East Boulder Mine project are owned and operated by
Stillwater Mining Company ("Stillwater"), a U.S. public company listed on the
New York Stock Exchange. Stillwater produces palladium, platinum, and
associated metals (platinum group metals or PGMs) from a geological formation
known as the J-M Reef. Stillwater is the only significant producer of PGMs
outside of South Africa and Russia. The J-M Reef is an extensive mineralized
zone containing PGMs, which has been traced over a strike length of
approximately 28 miles.




   New Newmont's royalty covers more than 80% of the combined reserves and
mineralized material of the deposit, but does not cover a portion of the
deposit at the Stillwater Mine. The majority of production to date has been
from the Stillwater Mine. For that reason, the percentage of ore mined from the
royalty lands has been lower than the 80% reserve percentage. For the years
1995 through 2000, the average annual percentage of production from the royalty
lands totalled 52.45%. The percentage of future production from the royalty
lands will vary from year to year. The royalty encompasses all of the reserves
at the East Boulder Mine, which is being developed approximately thirteen miles
to the west of the Stillwater Mine. Once the East Boulder Mine is producing,
the percentage of production from the royalty lands will increase. Ultimately,
the cumulative rate is expected to equal the percentage of reserves covered by
the royalty. On November 8, 2001, Stillwater announced that in light of sharply
lower prices for palladium and platinum it was modifying mine plans for both
the Stillwater and East Boulder Mines.


                                      80



   OIL & GAS INTERESTS

   New Newmont will also be active in the oil and gas royalty business. Its oil
and gas portfolio contains 1.8 million gross acres of producing and
non-producing lands located in western Canada and the Canadian Arctic. The
average royalty on these lands is 6%. The portfolio contains long-life
reserves, is comprised of working interests ("WI") and/or overriding royalty
interests ("ORR") which are based on oil and gas well revenue less possible
deductions for transportation or processing. The following table sets forth
certain information with respect to New Newmont's principal oil and gas royalty
interests.



         PROPERTY, LOCATION             OPERATOR     INTEREST
         ------------------           ------------- -----------
                                              
Royalties:
   Weyburn Unit, Saskatchewan........ PanCanadian   1.6% WI/ORR
   Midale Unit, Saskatchewan......... Apache        2.6% WI/ORR
   Tidewater, Saskatchewan........... Various       1.4% ORR
   Edson, Alberta.................... Rio Alto      15% ORR
   Medicine Hat, Alberta............. Petro-Canada  2.3% ORR
Other Interests:
   Heavy Crude, Alberta.............. Non-producing 100% WI
   Arctic Gas, Northwest Territories. Petro-Canada  10% WI






   INVESTMENTS

   ABER DIAMOND CORPORATION

   New Newmont will own 14.1% (7,717,000 shares) of the outstanding common
shares of Aber Diamond Corporation ("Aber"). Aber is a Toronto based public
company listed on the TSE the principal asset of which is a 40% interest in the
Diavik Diamonds Project (the "Diavik Project") in the Northwest Territories,
Canada. Rio Tinto PLC is the 60% owner and is manager of the C$1.3 billion
development currently in progress.

   On November 2, 2001 Aber reported that it had accepted an underwritten
commitment from a lead group of five banks for a project loan facility of
US$230 million. The facility is sufficient to fund Aber's share of budgeted
expenditures to complete the Diavik Project and additional corporate
requirements. Aber also reported that construction of the Diavik Project is 60%
complete and is on budget and on schedule. Diamond sales are expected to
commence in the second quarter of 2003.

                                      81



   ECHO BAY MINES LIMITED

   New Newmont will own approximately US$72.4 million principal amount of the
11% capital securities due April 2027 of Echo Bay Mines Ltd., a public company
trading on AMEX and the TSE. Echo Bay is a substantial gold company producing
695,000 ounces in calendar 2000 from four mines in the United States and
Canada. Echo Bay operates the Round Mountain and McCoy-Cove mines in Nevada.

   At September 30, 2001, the principal plus accrued interest on the Echo Bay
capital securities to be owned by New Newmont amounted to US$115.3 million. It
is New Newmont's intention to convert all its Echo Bay capital securities into
Echo Bay common shares and to maintain an initial approximate 49.5% equity
interest in Echo Bay. The conversion is subject to the approval of Echo Bay
shareholders and is conditional on regulatory approvals. Proxy materials are
currently under review with regulatory authorities. The conversion of the Echo
Bay capital securities into common shares will likely occur prior to the
creation of New Newmont.

   PROVEN AND PROBABLE RESERVES

   New Newmont's equity in proven and probable gold reserves was 92.7 million
ounces using combined publicly reported reserves for Newmont Mining Corporation
as at December 31, 2000, and Normandy Mining Ltd. as at June 30, 2001. To the
extent of production since these reporting dates, such reserves have been
depleted and are thus lower than stated. Reserves are published once each year
and will be recalculated as of December 31, 2001, and June 30, 2002 for Newmont
and Normandy, respectively, taking into account such depletion as well as any
additions to reserves based on results of exploration and development work
performed during 2001/2002. Of these reserves, approximately 483,333 ounces
have been committed under prepaid forward sales contracts. In addition, the
company's equity in proven and probable copper and zinc reserves was 7.1
billion and 454 million pounds, respectively, using the same reporting dates as
for gold.

   Proven and probable reserves were determined by the use of mapping,
drilling, sampling, assaying and evaluation methods generally applied in the
mining industry. Calculations with respect to the estimates of proven and
probable gold reserves were based on a gold price of US$300 per ounce for
Newmont's reserve share, whereas Normandy's reserve share was based on a range
of A$450 to $500 per ounce at all properties except the TVX-Americas (Canada,
South America) reserves which were based on a gold price of US$300 per ounce.
Newmont estimated that if its reserve estimates had been based on a gold price
of $275 per ounce, 2000 year-end proven and probable gold reserves could have
decreased by approximately 8%.

   The proven and probable reserves figures presented herein are estimates, and
no assurance can be given that the indicated levels of recovery of gold,
copper, and zinc will be realized. Ounces of gold or pounds of copper or zinc
in our proven and probable reserves are prior to any losses during
metallurgical treatment. Reserve estimates may require revision based on actual
production experience. Market price fluctuations of gold, copper, and zinc, as
well as increased production costs or reduced recovery rates, could render our
proven and probable reserves containing relatively lower grades of
mineralization uneconomic to exploit and might result in a reduction of
reserves.

                                      82




              GOLD PROVEN AND PROBABLE RESERVES--U.S. UNITS(1)(2)



  NEWMONT MINING CORPORATION (AT DECEMBER 31, 2000, INCLUDES BATTLE MOUNTAIN)





                                                 GOLD PROVEN AND PROBABLE RESERVES
                                    -----------------------------------------------------------



                                                      (100%)
-                                          -----------------------------  EQUITY
                                                               CONTAINED CONTAINED METALLURGICAL
                                    EQUITY TONNAGE(4)  GRADE   OUNCES(5) OUNCES(5)   RECOVERY
DEPOSITS/DISTRICTS                   (%)   (000 TONS) (OZ/TON)   (000)     (000)        (%)
------------------                  ------ ---------- -------- --------- --------- -------------
                                                                 
North America
  Nevada
  Nevada Open Pit
   Carlin Trend.................... 100.0%   122,479   0.050     6,172     6,172       70.1%
   Twin Creeks..................... 100.0%    75,199   0.086     6,436     6,436       85.4%
   Lone Tree Complex............... 100.0%    40,847   0.060     2,464     2,464       75.5%
   Phoenix Project................. 100.0%   175,185   0.034     6,031     6,031       82.0%
                                           ---------            ------    ------
   Total Nevada Open Pit...........          413,710   0.051    21,103    21,103
                                           ---------            ------    ------
  Nevada Underground
   Carlin Trend.................... 100.0%    11,632   0.574     6,679     6,679       92.9%
                                           ---------            ------    ------
  Total Nevada Underground.........           11,632   0.574     6,679     6,679
                                           ---------            ------    ------
  Nevada Stockpiles and In-Process. 100.0%    91,494   0.049     4,478     4,478       74.9%
                                           ---------            ------    ------
Total Nevada.......................          516,836   0.062    32,260    32,260
                                           ---------            ------    ------
   Mesquite, California............ 100.0%    13,689   0.019       263       263       60.5%
   Golden Giant, Ontario........... 100.0%     4,779   0.286     1,369     1,369       96.0%
   Holloway, Ontario...............  88.3%     4,389   0.195       858       758       95.0%
   La Herradura, Mexico............  44.0%    49,754   0.026     1,306       575       71.0%
                                           ---------            ------    ------
Total Other North America..........           72,611   0.052     3,796     2,965
                                           ---------            ------    ------
TOTAL--NORTH AMERICA...............          589,447   0.069    36,056    35,225
                                           =========            ======    ======
South America
   Minera Yanacocha, Peru.......... 51.35% 1,335,518   0.027    36,553    18,769       70.0%
   Kori Kollo, Bolivia.............  88.0%    30,348   0.038     1,148     1,010       62.0%
                                           ---------            ------    ------
TOTAL--SOUTH AMERICA...............        1,365,866   0.028    37,701    19,779
                                           =========            ======    ======
Australia(6)
   Pajingo, Australia..............  50.0%     2,126   0.451       959       480       97.2%
                                           ---------            ------    ------
TOTAL--AUSTRALIA...................            2,126   0.451       959       480
                                           =========            ======    ======
Asia and Europe
  Minahasa, Indonesia (7).......... 95.92%     4,625   0.151       699       670       82.0%
  Batu Hijau, Indonesia (7)........ 56.25%   944,460   0.012    11,721     6,593       79.2%
  Zarafshan, Uzbekistan (8)........  50.0%   169,468   0.042     7,158     3,579       55.3%
                                           ---------            ------    ------
TOTAL--ASIA AND EUROPE.............        1,118,553   0.018    19,578    10,842
                                           =========            ======    ======
TOTAL NEWMONT WORLDWIDE............        3,075,992   0.031    94,294    66,326
                                           =========            ======    ======



                                      83




              GOLD PROVEN AND PROBABLE RESERVES--U.S. UNITS(1)(2)



                      NORMANDY MINING (AT JUNE 30, 2001)




                                                     GOLD PROVEN AND PROBABLE RESERVES
                                        -----------------------------------------------------------



                                                          (100%)
-                                              -----------------------------  EQUITY
                                                                   CONTAINED CONTAINED METALLURGICAL
                                        EQUITY TONNAGE(4)  GRADE   OUNCES(5) OUNCES(5)   RECOVERY
DEPOSITS/DISTRICTS                       (%)   (000 TONS) (OZ/TON)   (000)     (000)        (%)
------------------                      ------ ---------- -------- --------- --------- -------------
                                                                     
North America
  Midas, Nevada........................ 100.0%     3,295   0.646      2,130    2,130       97.0%
  Musselwhite, Canada.................. 15.97%    15,648   0.163      2,550      407       96.0%
  New Britania, Canada................. 24.95%     3,075   0.156        480      120       92.0%
                                               ---------            -------   ------
TOTAL--NORTH AMERICA...................           22,018   0.234      5,160    2,657
                                               =========            =======   ======
South America
  Paracatu, Brazil..................... 24.45%   287,622   0.012      3,560      870       76.0%
  Crixas, Brazil....................... 24.95%     4,562   0.237      1,080      269       94.0%
  La Coipa, Chile...................... 24.95%    50,802   0.032      1,650      412       83.3%
                                               ---------            -------   ------
TOTAL--SOUTH AMERICA...................          342,986   0.018      6,290    1,551
                                               =========            =======   ======
Australasia
  Pajingo, Queensland..................  50.0%     2,116   0.430        910      455       96.5%
  Boddington, Western Australia........ 44.40%   432,844   0.026     11,040    4,902       89.0%
  Kalgoorlie, Western Australia /(12)/.  50.0%   204,862   0.061     12,490    6,245       90.1%
  Mt. Leyshon, Queensland..............  76.3%     3,934   0.020         80       61       77.2%
  Tanami, Northern Territories......... 87.47%    19,891   0.144      2,870    2,510       95.8%
  Yandal, Western Australia............ 100.0%    18,260   0.128      2,340    2,340       93.4%
  Martha, New Zealand.................. 67.06%     7,097   0.099        700      469       94.0%
                                               ---------            -------   ------
TOTAL--AUSTRALASIA.....................          689,004   0.044     30,430   16,982
                                               =========            =======   ======
Asia and Europe
  Ovacik, Turkey....................... 100.0%     1,327   0.392        520      520       91.0%
  Perama, Greece.......................  80.0%    12,122   0.108      1,310    1,048       90.0%
                                               ---------            -------   ------
TOTAL--ASIA AND EUROPE.................           13,449   0.136      1,830    1,568
                                               =========            =======   ======
Africa
  Ity, Cote d'Ivoire /(13)/............  51.0%     4,540   0.148        670      342       84.6%
  Yamfo-Sefwi, Ghana...................  85.6%    53,006   0.073      3,890    3,330       90.6%
                                               ---------            -------   ------
TOTAL--AFRICA..........................           57,546   0.079      4,560    3,672
                                               =========            =======   ======
TOTAL NORMANDY WORLDWIDE...............        1,125,003   0.043     48,270   26,430
                                               =========            =======   ======

      TOTAL NEWMONT AND NORMANDY

TOTAL--NORTH AMERICA...................          611,465   0.067     41,216   37,882
TOTAL--SOUTH AMERICA /(9)/.............        1,708,852   0.026     43,991   21,330
TOTAL--AUSTRALASIA /(10)/..............          689,003   0.044     30,430   17,462
TOTAL--ASIA AND EUROPE.................        1,132,002   0.019     21,408   12,410
TOTAL--AFRICA..........................           57,546   0.079      4,560    3,672
                                               ---------            -------   ------
TOTAL COMBINED
 WORLDWIDE /(11)/......................        4,198,868   0.031    141,605   92,756
                                               =========            =======   ======



                                      84




           BASE METAL PROVEN AND PROBABLE RESERVES--U.S. UNITS(1)(2)





             NEWMONT MINING CORPORATION (AT DECEMBER 31, 2000, INCLUDES BATTLE MTN.)

                                                  COPPER PROVEN AND PROBABLE RESERVES
                                    --------------------------------------------------------------



                                                       (100%)
                                           ------------------------------     EQUITY
                                                                 COPPER       COPPER
                                    EQUITY TONNAGE/(4)/ GRADE   (MILLION     (MILLION    METALLURGICAL
DEPOSITS/DISTRICTS                   (%)   (000 TONS)   (% CU) POUNDS)/(5)/ POUNDS)/(5)/  RECOVERY(%)
------------------                  ------ -----------  ------ -----------  -----------  -------------
                                                                       
  Phoenix Project, Nevada.......... 100.0%    156,323    0.17%      515          515         85.3%
  Batu Hijau, Indonesia--Copper(8). 56.25%    944,460    0.53%    9,964        5,605         91.6%
                                            ---------            ------        -----
Total Newmont--Copper..............         1,100,783    0.48%   10,479        6,120
                                            =========            ======        =====




                                      85




           BASE METAL PROVEN AND PROBABLE RESERVES--U.S. UNITS(1)(2)


                       NORMANDY MINING (AT JUNE 30, 2001)






                                                  COPPER PROVEN AND PROBABLE RESERVES
                                    --------------------------------------------------------------



                                                       (100%)
                                           ------------------------------     EQUITY
                                                                 COPPER       COPPER
                                    EQUITY TONNAGE/(4)/ GRADE   (MILLION     (MILLION    METALLURGICAL
DEPOSITS/DISTRICTS                   (%)   (000 TONS)   (% CU) POUNDS)/(5)/ POUNDS)/(5)/  RECOVERY(%)
------------------                  ------ -----------  ------ -----------  -----------  -------------
                                                                       
  Boddington, Western Australia....  44.4%    432,844    0.17%    1,428          635           76%
  Golden Grove, Western Australia.. 100.0%      4,276     4.1%      351          351           88%
                                            ---------            ------        -----
Total Normandy--Copper.............           437,120    0.20%    1,779          986
                                            =========            ======        =====

TOTAL NEWMONT AND NORMANDY COMBINED
 WORLDWIDE.........................         1,537,903    0.40%   12,258        7,106
                                            =========            ======        =====



                                                   ZINC PROVEN AND PROBABLE RESERVES
                                    --------------------------------------------------------------



                                                       (100%)
                                           ------------------------------     EQUITY
                                                                  ZINC         ZINC      METALLURGICAL
                                    EQUITY   TONNAGE    GRADE   (MILLION     (MILLION      RECOVERY
DEPOSITS/DISTRICTS                   (%)   (000 TONS)   (% ZN) POUNDS)/(5)/ POUNDS)/(5)/      (%)
------------------                  ------ -----------  ------ -----------  -----------  -------------
                                                                       
  Golden Grove, Western Australia.. 100.0%      1,774    12.8%      454          454         90.5%
                                            ---------            ------        -----
Total Normandy--Zinc...............             1,774    12.8%      454          454
                                            =========            ======        =====


TOTAL NEWMONT AND NORMANDY COMBINED
 WORLDWIDE.........................             1,774    12.8%      454          454
                                            =========            ======        =====




                                      86




                GOLD MATERIAL NOT IN RESERVE--U.S. UNITS(1)(2)



  NEWMONT MINING CORPORATION (AT DECEMBER 31, 2000, INCLUDES BATTLE MOUNTAIN)





                                                     GOLD MATERIAL NOT
                                                       IN RESERVE(3)
                                                    -------------------

                                                          (100%)
         -                                          -------------------
                                             EQUITY  TONNAGE    GRADE
         DEPOSITS/DISTRICTS                   (%)   (000 TONS) (OZ/TON)
         ------------------                  ------ ---------- --------
                                                      
         North America
           Nevada
           Nevada Open Pit..................
            Carlin Trend.................... 100.0%    34,200   0.048
            Twin Creeks..................... 100.0%    74,950   0.054
            Lone Tree Complex............... 100.0%     7,429   0.050
            Phoenix Project................. 100.0%    72,220   0.026
                                                    ---------
            Total Nevada Open Pit...........          188,799   0.042
                                                    ---------
           Nevada Underground
            Carlin Trend.................... 100.0%     2,527   0.499
            Rosebud.........................  50.0%       236   0.330
                                                    ---------
           Total Nevada Underground.........            2,763   0.484
                                                    ---------
           Nevada Stockpiles and In-Process. 100.0%    46,017   0.044
                                                    ---------
         Total Nevada.......................          237,579   0.048
                                                    ---------
            Mesquite, California............ 100.0%    51,522   0.019
            Holloway, Ontario...............  88.3%     1,434   0.195
            La Herradura, Mexico............  44.0%    16,649   0.032
            Mezcala, Mexico.................  44.0%    69,464   0.026
                                                    ---------
            Total Other North America.......          139,069   0.026
                                                    ---------
         TOTAL--NORTH AMERICA...............          376,648   0.040
                                                    =========
         South America
           Minera Yanacocha, Peru........... 51.35%
            Oxide Gold Leach Deposits....... 51.35%   173,795   0.022
            Sulfide Copper Gold Deposits.... 51.35%   707,028   0.023
                                                    ---------
           Total Minera Yanacocha...........          880,823   0.023
                                                    ---------
            Kori Kollo, Bolivia.............  88.0%    16,685   0.039
            Gurupi, Brazil..................  50.0%    66,563   0.041
                                                    ---------
         TOTAL--SOUTH AMERICA...............          964,071   0.024
                                                    =========
         Australia(6)
            Pajingo, Australia..............  50.0%     4,048   0.368
                                                    ---------
         TOTAL--AUSTRALIA...................            4,048   0.368
                                                    =========
         Asia and Europe
           Batu Hijau, Indonesia (7)........ 56.25%   572,674   0.005
                                                    ---------
         TOTAL--ASIA AND EUROPE.............          572,674   0.005
                                                    =========
         TOTAL NEWMONT WORLDWIDE............        1,917,441   0.022
                                                    =========



                                      87




                GOLD MATERIAL NOT IN RESERVE--U.S. UNITS(1)(2)



                      NORMANDY MINING (AT JUNE 30, 2001)





                                                    GOLD MATERIAL NOT
                                                     IN RESERVE/(3)/
                                                   -------------------

                                                         (100%)
                                                   -------------------
                                            EQUITY  TONNAGE    GRADE
          DEPOSITS/DISTRICTS                 (%)   (000 TONS) (OZ/TON)
          ------------------                ------ ---------- --------
                                                     
          North America
            Midas, Nevada.................. 100.0%    23,451   0.061
            Musselwhite, Canada............ 15.97%     4,739   0.154
            New Britania, Canada........... 24.95%     3,504   0.111
                                                   ---------
          TOTAL--NORTH AMERICA.............           31,694   0.080
                                                   =========
          South America
            Paracatu, Brazil............... 24.45%   189,544   0.012
            Crixas, Brazil................. 24.95%     1,025   0.302
            La Coipa, Chile................ 24.95%    21,158   0.032
            Gurupi, Brazil................. 24.95%    66,561   0.041
                                                   ---------
          TOTAL--SOUTH AMERICA.............          278,288   0.022
                                                   =========
          Australasia
            Pajingo, Queensland............  50.0%     3,548   0.372
            Boddington, Western Australia.. 44.40%   417,129   0.023
            Gossan Hill, Western Australia. 100.0%     1,389   0.072
            Kalgoorlie, Western Australia..  50.0%   223,596   0.084
            Mt. Leyshon, Queensland /(12)/.  76.3%        --
            Tanami, Northern Territories... 87.47%    41,413   0.078
            Yandal, Western Australia...... 100.0%    50,780   0.096
                                                   ---------
          TOTAL--AUSTRALASIA...............          737,855   0.051
                                                   =========
          Asia and Europe
            Mastra, Turkey................. 100.0%     1,091   0.357
            Ovacik, Turkey................. 100.0%     3,269   0.153
            Perama, Greece.................  80.0%     2,645   0.057
                                                   ---------
          TOTAL--ASIA AND EUROPE...........            7,005   0.148
                                                   =========
          Africa
            Akim, Ghana....................  80.0%    56,643   0.061
            Ity, Cote d'Ivoire /(13)/......  51.0%       804   0.162
            Yamfo-Sefwi, Ghana.............  85.6%    62,924   0.056
                                                   ---------
          TOTAL--AFRICA....................          120,371   0.059
                                                   =========
          TOTAL NORMANDY WORLDWIDE.........        1,175,213   0.047
                                                   =========
             TOTAL NEWMONT AND NORMANDY

          TOTAL--NORTH AMERICA.............          408,342   0.040
          TOTAL--SOUTH AMERICA /(9)/.......        1,175,798   0.021
          TOTAL--AUSTRALASIA /(10)/........          737,855   0.051
          TOTAL--ASIA AND EUROPE...........          579,679   0.007
          TOTAL--AFRICA....................          120,371   0.059
                                                   ---------
          TOTAL COMBINED
           WORLDWIDE /(11)/................        3,022,045   0.022
                                                   =========




                                      88




             BASE METAL MATERIAL NOT IN RESERVE--U.S. UNITS(1)(2)



    NEWMONT MINING CORPORATION (AT DECEMBER 31, 2000, INCLUDES BATTLE MTN.)





                                                       COPPER MATERIAL
                                                      NOT IN RESERVE/(3)/
                                                      -----------------

                                                            (100%)
                                                      -----------------
                                                       TONNAGE
                                               EQUITY   (000      GRADE
       DEPOSITS/DISTRICTS                       (%)     TONS)    (OZ/TON)
       ------------------                      ------ ---------  --------
                                                        
         Phoenix Project, Nevada.............. 100.0%    99,594    0.14%
         Minera Yanacocha (Minas Conga), Peru. 51.35%   707,028    0.30%
         Batu Hijau, Indonesia--Copper(8)..... 56.25%   572,674    0.33%
                                                      ---------
       Total Newmont--Copper..................        1,379,296    0.30%
                                                      =========



                                      89




             BASE METAL MATERIAL NOT IN RESERVE--U.S. UNITS(1)(2)



                      NORMANDY MINING (AT JUNE 30, 2001)




                                                           COPPER MATERIAL
                                                         NOT IN RESERVE/(3)/
                                                         ------------------

                                                               (100%)
                                                         ------------------
                                                          TONNAGE
                                                  EQUITY    (000     GRADE
    DEPOSITS/DISTRICTS                             (%)     TONS)    (OZ/TON)
    ------------------                            ------ ---------- --------
                                                           
      Boddington, Western Australia..............  44.4%    99,594    0.14%
      Golden Grove, Western Australia............ 100.0%    11,813     3.6%
                                                         ---------
    Total Normandy--Copper.......................          111,407    0.50%
                                                         =========

    TOTAL NEWMONT AND NORMANDY COMBINED WORLDWIDE        1,490,703    0.31%
                                                         =========
    

                                                            ZINC MATERIAL
                                                           NOT IN RESERVE
                                                         ------------------

                                                               (100%)
                                                         ------------------
                                                  EQUITY  TONNAGE    GRADE
    DEPOSITS/DISTRICTS                             (%)   (000 TONS) (OZ/TON)
    ------------------                            ------ ---------- --------
                                                           

      Golden Grove, Western Australia............ 100.0%     9,213    15.3%
                                                         ---------
    Total Normandy--Zinc.........................            9,213    15.3%
                                                         =========

    TOTAL NEWMONT AND NORMANDY COMBINED WORLDWIDE            9,213    15.3%
                                                         =========


--------


                                      90



--------

(1) The term "reserve" means that part of a mineral deposit which can be
    economically and legally extracted or produced at the time of the reserve
    determination.



   The term "economically," as used in the definition of reserve, implies that
   profitable extraction or production has been established or analytically
   demonstrated to be viable and justifiable under reasonable investment and
   market assumptions.



   The term "legally," as used in the definition of reserve, does not imply
   that all permits needed for mining and processing have been obtained or that
   other legal issues have been completely resolved. However, for a reserve to
   exist, there should be a reasonable certainty based on applicable laws and
   regulations that issuance of permits or resolution of legal issues can be
   accomplished in a timely manner.



   The term "proven reserves" means reserves for which (a) quantity is computed
   from dimensions revealed in outcrops, trenches, workings or drill holes; (b)
   grade and/or quality are computed from the result of detailed sampling and
   (c) the sites for inspection, sampling and measurements are spaced so
   closely and the geologic character is sufficiently defined that size, shape,
   depth and mineral content of reserves are well established.



   The term "probable reserves" means reserves for which quantity and grade are
   computed from information similar to that used for proven reserves but the
   sites for sampling are farther apart or are otherwise less adequately
   spaced. The degree of assurance, although lower than that for proven
   reserves, is high enough to assume continuity between points of observation.



(2) Ore Reserves and Material Not in Reserve follow two reporting requirements.
    For Newmont's share, reporting conforms to the United States Security and
    Exchange Commission (U.S. SEC) guidelines. Reporting for Newmont's share
    also follows the guidelines of the "Society for Mining, Metallurgy, and
    Exploration (SME), Inc." (SME Guidelines) which guidelines, with respect to
    proven and probable reserves, produce results, in this instance, consistent
    with U.S. SEC Industry Guide 7. For Normandy's share, reporting conforms to
    the reporting requirements of the "Australasian Code for Reporting of
    Identified Mineral Resources and Ore Reserves", (JORC Code) and the
    Australian Stock Exchange Listing Rules. For both Newmont and Normandy,
    results are complied and reported by various "competent persons" as defined
    by the SME Guidelines and JORC Code. In this table, proved and probable
    reserves are contained.



(3) The Term "Material not in Reserve" represents combined, measured, indicated
    and inferred "mineral resources" in the JORC Code and are here reported as
    additional to the ore reserves. The use of the term "Mineral Resource" and
    reporting its contained ounces is not allowed by the U.S. S.E.C. Generally,
    estimates other than proved or probable reserves are not permitted to be
    disclosed in public documents filed with the SEC. Such estimates, however,
    are disclosed in this document pursuant to exceptions provided for in Item
    102 of Regulation S-K.



(4) Tonnages are after allowances for losses resulting from mining methods.



(5) Contained ounces or pounds are estimates of metal contained in ore tonnages
    and are before allowances for processing losses. Estimated losses from
    processing are expressed as recovery rates and represent the estimated
    amount of metal to be recovered through metallurgical extraction processes.



(6) The 9.74% interest in the Lihir Gold Mine was not reported as a reserve
    asset by Newmont (the shares are currently held by Newmont as available for
    sale marketable securities), but would represent approximately 1.2 million
    ounces equity reserve if reported as such.



(7) Percentage reflects Newmont's economic interest.



(8) Material available to Zarafshan-Newmont for processing from designated
    stockpiles or from other specified sources. Tonnage and gold content of
    material available to Zarafshan-Newmont for processing from such designated
    stockpiles or from other specified sources are guaranteed by state entities
    of Uzbekistan.



(9) Gurupi counted only once on 100% tabulations.



(10)Pajingo counted only once on 100% tabulations.



(11)Reserve figures do not include reserves attributable to Franco-Nevada's
    royalty interests in which Franco-Nevada has the right to take gold in kind
    pursuant to its royalty agreements, and do not include reserves
    attributable to Franco-Nevada's anticipated interest in Echo Bay. As
    detailed in "The Companies--Business of New Newmont--Investments--Echo Bay
    Mines Limited" on page 89, Franco-Nevada's acquisition of an equity
    interest in Echo Bay is subject to the approval of Echo Bay shareholders
    and is conditional on regulatory approvals. Additionally, Franco-Nevada has
    equity positions in two properties that contain "Mineral Resources" that
    may not meet Newmont's criteria for "Material not in Reserve," and thus are
    not reported in this table.



(12)Normandy's shareholding in Mt. Leyshon decreased to 13.7% in November 2001.



(13) Normandy has accepted an offer for the sale of the Ity gold mine.


                                      91





   ENVIRONMENTAL MATTERS

   U.S. OPERATIONS

   New Newmont's gold mining and processing operations within the U.S. are
subject to extensive federal, state and local governmental regulations for the
protection of the environment, including those relating to the protection of
air and water quality, hazardous waste management and mine reclamation. New
Newmont will strive to set industry standards of excellence for its
environmental practices and does not believe that ongoing compliance with
current regulations will have a material adverse effect on its competitive
position. New Newmont does not expect any material impact on its future costs
of compliance based on existing environmental regulations. Since New Newmont
cannot pass on any increases in costs to its customers, new laws and
regulations resulting in higher compliance costs could have an adverse effect
on its future profitability.

   Exclusive of Midas operations, New Newmont estimates that compliance with
federal, state and local regulations relating to the protection of the
environment required capital expenditures of approximately US$1.0 million in
2000 at New Newmont's domestic operations. New Newmont estimates that it will
require at least US$1.4 million of capital expenditures for environmental
compliance in the U.S. in 2001 and annually thereafter.

   Each currently operating Newmont mine has a reclamation plan in place that
meets all currently enacted legal and regulatory requirements. Estimated future
costs for reclamation are accrued over the life of each mine and, at September
30, 2001, an aggregate US$120.3 million had been accrued for reclamation costs
relating to currently producing Newmont mineral properties. Normandy has
indicated that as of June 30, 2001, it had accrued US$1.6 million for
reclamation at its Midas mine.

   RECLAMATION AND REMEDIATION OF INACTIVE SITES WITHIN THE UNITED STATES

   New Newmont will have environmental remediation obligations arising from
past mining activities at four separate locations: Telluride/Ouray (Colorado),
Leadville (Colorado), San Luis (Colorado) and Washington State. At September
30, 2001, on a consolidated basis, Newmont had an aggregate US$58.6 million
accrued for remediation of these and other sites.

   ENVIRONMENTAL LAWS OF AUSTRALIA

   The Australian operations of New Newmont will be subject to Australian State
and Federal laws and regulations regarding environmental matters. These laws
and regulations set various standards regulating health and environmental
quality, provide for penalties and other liabilities for the violation of such
standards and establish, in certain circumstances, obligations to remediate
current and former facilities and locations where operations are or were
conducted. New Newmont will also be required to have, and comply with, permits
for its existing operations from the relevant environmental authorities.

   Liability could be imposed on New Newmont for damages, clean-up costs or
penalties if it discharges pollution into the environment or does not comply
with environmental laws or regulations (including its permits). As at June 30,
2001, Normandy had made a provision of A$136.5 million for estimated
rehabilitation expenditure, mine decommissioning and closure costs.
Rehabilitation costs include regrading waste dumps, revegetation and erosion
and drainage control.

   There may be sites of Aboriginal heritage or significance located on the
land on which New Newmont's operations are situated. This could impose
restrictions on New Newmont's ability to operate from that site.

   Some of the sites operated by New Newmont may also be subject to native
title claims. If so, New Newmont may require consent from the traditional
owners of that land to carry out mining operations. Such consent may be given
on terms which are not acceptable to the company, or may otherwise increase the
cost of operations at such sites.

                                      92



   ENVIRONMENTAL PROTECTION IN OPERATIONS OUTSIDE THE UNITED STATES AND
AUSTRALIA

   New Newmont's interests outside the United States and Australia will also be
subject to governmental regulations for the protection of the environment.
These regulations have not had, and are not expected to have, a material
adverse impact on New Newmont's operations or its competitive position.

   New Newmont will be committed to adopting and adhering to standards that are
protective of human health and the environment. All of the international
projects managed by New Newmont will adopt and implement environmental policies
and procedures developed by Newmont.

   LEGAL PROCEEDINGS

   In December 1983, the State of Colorado filed a lawsuit in the U.S. District
Court for the District of Colorado under the Comprehensive Environmental
Response Compensation and Liability Act of 1980 ("CERCLA"). This case, State of
Colorado v. ASARCO, Inc., et al. (Civil Action No. 83-C-2388), was subsequently
consolidated with another action, United States of America v. Apache Energy &
Minerals, et al. (Civil Action No. 86-C-1676), which was filed in August 1986.
Both cases involve allegations of environmental impairment in the vicinity of
Leadville, Colorado, including the area of the operations and property of the
Res-ASARCO Joint Venture, the Yak Tunnel, and adjacent property, and seek
remedial actions and damages from a number of defendants, including Newmont and
Resurrection Mining Company, which was a partner with ASARCO Incorporated in
the Res-ASARCO Joint Venture. In August 1994, the Court entered a Partial
Consent Decree between and among the U.S., Newmont, Resurrection and certain
other defendants. The Partial Consent Decree obligates Resurrection to pay for
and perform the cleanup of sources of contamination in various areas, pursuant
to the CERCLA administrative process. During 1995 and 1996, Resurrection
implemented and completed remedial action at selected locations, and developed
feasibility studies which were sent to the EPA for approval in 1997. Remedial
activities were conducted in 2000 and 2001. The precise nature of the final
remedial activities is subject to EPA and State of Colorado review and
selection and public comment. At this time, the precise remedy and cost have
not been fixed. The proposed settlement also requires Resurrection to reimburse
the EPA and the State of Colorado for their response costs. The Partial Consent
Decree does not resolve certain other potential liabilities, including
liability for any natural resource damages and any groundwater or surface water
contamination.

   In June 2000, an independent trucking contractor spilled approximately 151
kilograms of mercury near the town of Choropampa, Peru which is located 53
miles southwest of the Minera Yanacocha mine. The mercury, a byproduct of gold
mining, was being transported from the mine to a buyer in Lima for use in
medical instrumentations and other industrial applications. A comprehensive
health and environmental remediation program was initiated by Minera Yanacocha
immediately following the accident and it also entered into agreements with
three of the communities impacted by the incident to provide a variety of
public works as compensation for the disruption and on September 10, 2001,
Newmont, various wholly owned subsidiaries and Minera Yanacocha S.R.L. (51.35%
owned by Newmont Second Capital Corporation) and other defendants were named in
a lawsuit filed by over 900 Peruvian citizens in Denver District Court for the
State of Colorado. This action seeks compensatory and punitive damages based on
claims associated with the mercury spill incident. The response to the
Complaint was filed in late October. Neither Newmont nor Minera Yanacocha can
reasonably predict the likelihood or amount of any additional expenditures
related to this matter.

   Franco-Nevada received a Notice of Request for Information, dated September
23, 1997, from the EPA alleging that Franco Inc. may be a potentially
responsible party ("PRP") and seeking information about the Lava Cap Mine
Superfund Removal Site near Nevada City, California. Franco Inc. fully
responded to the request for information from the EPA and denied any liability
under any applicable law. Franco Inc. has not been named a PRP, and no further
actions have been taken by the EPA with respect to Franco Inc. DE MICROMUS
settlement discussions (through which Franco Inc. would settle for less than
$50,000) are being pursued, but there has been no response to date.

                                      93



   Franco-Nevada received a Notice of Request for Information, dated August 24,
1998, from the United States Forest Service ("USFS"), Uinta National Forest,
alleging that Franco Inc. may be a PRP and seeking information about allegedly
needed environmental clean-up at the Pacific Mine, Utah County, Utah. Franco
Inc. fully responded to the request for information from the USFS and denied
any liability under any applicable law. Franco Inc. has not been named a PRP,
and no further actions have been taken by the USFS with respect to Franco Inc.

   A dispute exists between Thiess Contractors Pty Ltd ("Thiess") and Normandy
Golden Grove Operations Pty Ltd ("NGGO"), a wholly owned entity, in respect of
a claim for additional and unexpected costs arising from the development of the
Gossan Hill Project decline. Conciliation procedures have failed to resolve the
dispute. Thiess claimed approximately A$11 million in damages. NGGO have made a
counterclaim of A$0.9 million and made an offer of A$2.1 million. Thiess is
still to fully comply with an order by the court to reissue an amended
statement of claim. Litigation in the Supreme Court of Western Australia is
proceeding.

   In a Federal Court action brought by ASIC against Yandal Gold Pty Ltd. the
judge found the defendants to have committed various breaches of the
Corporations Law and ordered payment by Edensor Nominees Pty Ltd ("Edensor") to
ASIC of A$28.5 million for distribution to former Normandy Yandal Operations
Limited shareholders. An appeal by Edensor to the Full Court of the Federal
Court, to which Normandy became a party on the application of ASIC, was allowed
on the basis that the Federal Court lacked jurisdiction to make the order. This
decision was appealed to the High Court, which decided that the Full Federal
Court was wrong. The High Court held that the Federal Court did have
jurisdiction to hear and determine the matter and make orders under the
Corporations law. The High Court has sent the matter back to the Full Federal
Court to determine Edensor's appeal on the merits. If that appeal is
unsuccessful then Edensor will be obligated to pay the A$28.5 million. The
consolidated entity has agreed to pay half of this amount.

   Disputes exist between a controlled entity of Normandy, Banff Resources Ltd.
and a third party in respect of a claim for part-ownership in the Kilembe mine.
The third party has lodged a claim for specific performance and damages with
courts in Uganda and Canada. The disputes are currently awaiting hearing and
the controlled entity intends to defend the action.

   Orica Australia Limited has commended proceedings against a former
controlled entity of Normandy, Normandy Industrial Minerals Limited ("NIML"),
in respect of the supply of sand used in the manufacture of paints. A
controlled entity has indemnified the purchaser of NIML in respect of this
claim.

   Disputes exist between a controlled entity of Normandy and contractors in
respect of the Kasese Cobalt project. Claims have been lodged by contractors
for additional payment in respect of extensions of time and additional costs.
The claims are in the process of being evaluated.




  7.2 OUTLOOK INFORMATION ON NEW NEWMONT


   The board of Newmont considers that the inclusion of forecast financial
information would be unduly speculative and potentially misleading for Normandy
shareholders. This is particularly so due to the effect that variations in the
price of gold and exchange rates may have on Newmont's future earnings
performance. In making this determination, the board has taken into account the
facts that Newmont shares have been listed on securities exchanges around the
world for some time and that international practice is not to give forecasts of
financial performance where there is uncertainty of outcome.


   The statements made in this section regarding our outlook are
forward-looking statements. Our operations are subject to numerous risks. As a
result, our actual results may differ significantly from these estimates in
respect of timing, amount or nature and may never be achieved. For a more
detailed discussion of the risks involved in forward-looking statements, see
section 1.8, "Introduction--Disclosure regarding forward-looking statements" on
page 6. For a more detailed discussion of risks involved in our operations, see
section 3, "Risk factors" on page 25.


                                      94



8 INFORMATION ABOUT NEWMONT

  8.1 GENERAL DESCRIPTION OF NEWMONT'S OPERATIONS

   ABOUT NEWMONT

   Newmont was incorporated in 1965 under the laws of Delaware. Through its
predecessor companies, Newmont has been in the mining business since 1921. We
are engaged, directly or indirectly through our subsidiaries and affiliates, in
the production of gold, development of mining properties, exploration for gold
and the acquisition of mining properties world-wide. We are the second largest
gold producer in the world based on ounces of production. Our financial year
end is December 31.

   In 2000, we produced gold from operations in Nevada and California and,
outside the United States, from operations in Canada, Peru, Bolivia, Indonesia,
Mexico, Uzbekistan and Australia. We also produce copper concentrates from a
copper/gold deposit at a second location in Indonesia.

   Our average cash cost of gold production for 2000 was US$170 per ounce,
compared to a Western world average of US$186 per ounce.

   We had revenues of US$1.81 billion in 2000 and US$1.63 billion in 1999. In
2000, we had a net loss applicable to common shares of US$102.3 million in 2000
and a net loss of US$102.0 million in 1999. The net loss in 2000 included
non-cash items totaling US$103.3 million, net of tax, primarily for asset
impairments and an acquisition settlement. In 1999, the net loss included
non-cash items totaling US$126.2 million, net of tax, primarily for asset
impairments and losses on written call options.

   Including our subsidiaries, partnerships and joint ventures, we sold 5.7
million equity ounces of gold in 2000 and 4.9 million equity ounces in 1999. We
use the term "equity ounces" to mean that portion of gold produced, or included
in proven and probable reserves, which is attributable or proportionate to our
ownership interest.

   PRODUCT

   Most of our revenue comes from the sale of refined gold into the
international market. Our gold sales are generally made at the average price
prevailing during the month in which the gold is delivered to the customer,
plus an interest factor.

   Refined copper is an internationally traded commodity and is produced from
the treatment of concentrates. We deliver and sell the concentrates produced by
Batu Hijau to smelters in Japan, Korea, Australia and Europe. In 2001,
approximately 85% of Batu Hijau's production will be sold under long-term
contracts, and the balance on the spot market.

   STOCK EXCHANGES


   Shares of Newmont common stock are listed or quoted on the NYSE under the
symbol "NEM". We have filed an application to list Newmont common stock on the
ASX as CDIs. We have also filed an application with the TSE to list
exchangeable shares to be issued in respect of the Franco-Nevada acquisition.


   Our $3.25 convertible preferred stock is also listed on the NYSE.

   ADDRESS

   Our principal executive offices are located at 1700 Lincoln Street, Denver,
Colorado 80203 (United States). Our telephone number is (303) 863-7414.

   For more information on Newmont, see section 7.1, "Information about New
Newmont--General description of New Newmont's operations" on page 66.

                                      95



  8.2 SELECTED FINANCIAL INFORMATION FOR NEWMONT


   The table below shows selected historical financial information for Newmont
as of and for the years ended December 31, 2000, 1999, 1998, 1997 and 1996 and
has been prepared using the audited consolidated financial statements of
Newmont. The information as of and for the nine months ended September 30, 2001
and 2000 has been prepared using the unaudited condensed consolidated financial
statements of Newmont. This information is only summary, and you should read it
in conjunction with Newmont's historical financial statements and related notes
and Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the annual reports, quarterly reports and other
information on file with the Securities and Exchange Commission. See section
8.3, "Information about Newmont--Where you can find more information on
Newmont" on page 96 for more information.




                                              FOR THE NINE MONTHS                  FOR THE YEARS ENDED
                                              ENDED SEPTEMBER 30,                     DECEMBER 31,
                                            -----------------------  -----------------------------------------------
                                                                             (IN MILLIONS, EXCEPT PER SHARE)
                                                2001        2000       2000      1999      1998      1997     1996
                                            ------------ ----------- --------  --------  --------  -------- --------
                                                                                       
Sales......................................   $1,210.9    $1,283.7   $1,809.5  $1,627.1  $1,730.5  $1,917.7 $1,529.7
Income (loss) before cumulative effect of
 changes in accounting principle applicable
 to common shares..........................   $  (51.0)   $  (56.3)  $  (89.8) $ (102.0) $ (608.6) $   55.2 $   16.8
Net income (loss) applicable to common
 shares....................................   $  (51.0)   $  (68.8)  $ (102.3) $ (102.0) $ (641.5) $   51.5 $   16.8
Income (loss) per common share:
Before cumulative effect of changes in
 accounting principle per common share,
 basic and diluted.........................   $  (0.26)   $  (0.29)  $  (0.47) $  (0.53) $  (3.32) $   0.31 $   0.09
Net income (loss) per common share, basic
 and diluted(1)(2).........................   $  (0.26)   $  (0.36)  $  (0.53) $  (0.53) $  (3.50) $   0.29 $   0.09
Dividends declared per common share........   $   0.09    $   0.09   $   0.12  $   0.12  $   0.12  $   0.12 $   0.12


                                            SEPTEMBER 30 DECEMBER 31
AT PERIOD END,                              ------------ -----------
                                                                                       
Total assets...............................   $3,977.3    $3,916.8   $3,916.8  $3,951.9  $4,022.0  $4,707.2 $4,319.0
Long-term debt, including current portion..   $1,281.5    $1,199.8   $1,199.8  $1,246.8  $1,489.8  $1,512.6 $1,211.9
Stockholders' equity.......................   $1,459.6    $1,500.0   $1,500.0  $1,570.3  $1,687.3  $2,097.1 $2,101.1

--------

/(1)/ Net loss includes the cumulative effect of changing the accounting method
    for start-up costs of $0.18 per share, net of tax, in 1998 and for revenue
    recognition of $0.06 per share in 2000. In 2000, net loss also included
    noncash items of US$0.23 for asset write-offs, US$0.12 for loss on LIhir
    Securities, US$0.14 for an acquisition settlement and US$0.04 for merger
    expenses.



/(2)/ For the nine months ended September 30, 2001, net loss included US$0.23,
    net of tax, for merger and restructuring expenses associated with the
    acquisition of Battle Mountain Gold Company in January 2001.


   Historical financial information about Newmont is included in Annex A, which
contains the Form 8-K, filed on May 9, 2001 presenting the consolidated
financial statements for each of the years ended December 31, 2000, 1999 and
1998, which gives effect to the merger between Newmont and Battle Mountain Gold
Company, which occurred on January 10, 2001 and which was accounted for as a
pooling of interests, together with the report thereon of Arthur Andersen LLP
and the related Management's Discussion and Analysis of Consolidated Results of
Operations and Financial Condition. Under a pooling of interests, the
consolidated financial statements include Battle Mountain's financial data as
if Battle Mountain had always been part of Newmont. Additionally, Form 10-Q
filed on October 29, 2001 is included in Annex A, which contains the unaudited
consolidated financial statements for the periods ended September 30, 2001 and
2000 and the related Management's Discussion and Analysis of Consolidated
Results of Operations and Financial Position.

  8.3 WHERE YOU CAN FIND MORE INFORMATION ON NEWMONT

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information we file with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the

                                      96



operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our SEC filings are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at
http://www.sec.gov.

   We filed a registration statement on Form S-4 to register with the SEC the
shares of our common stock to be issued under the offer in exchange for
ordinary shares of Normandy and Normandy ADSs. This offer document is part of
that registration statement and constitutes a prospectus of Newmont. As allowed
by the SEC rules, this offer document does not contain all the information you
can find in the registration statement or the exhibits to the registration
statement.

   The SEC allows us to "incorporate by reference" information into this offer
document, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this offer
document, except for any information superseded by information in, or
incorporated by reference in, this offer document. This offer document
incorporates by reference the documents set forth below that we have previously
filed with the SEC. These documents contain important information about our
companies and their finances.




     Newmont SEC Filings
      (File No. 1-2516)                           Period or Description
      -------------------           -------------------------------------------------
                                 
Annual Report on Form 10-K          Fiscal year ended December 31, 2000

Quarterly Reports on Form 10-Q      Quarterly periods ended March 31, 2001, June 30,
                                    2001 and September 30, 2001

Current Reports on Form 8-K         Filed on January 22, 2001, May 9, 2001, May 14,
                                    2001, November 14, 2001 (as amended by Form
                                    8-K/A filed on November 16, 2001) and November
                                    27, 2001

Proxy Statement on Schedule
14A                                 Filed on March 30, 2001

Registration Statement on           The description of Newmont common stock,
Form S-3, filed on July             including any amendment or report filed with the
25,2001                             SEC for the purpose of updating that description.

Registration Statement on
Form 8-A, filed on September        Description of Newmont preferred share purchase
6, 2000                             rights


   We are also incorporating by reference additional documents that we file
with the SEC between the date of this offer document and completion of the
offer.

   Any statement contained in this offer document, or in a document
incorporated herein by reference, shall be deemed to be modified or superseded
for purposes of this offer document to the extent it is modified or superseded
by a statement contained in any subsequently filed document incorporated by
reference. When that happens, the modified or superseded part of the original
statement is not a part of this offer document.

                                      97



   You can obtain documents incorporated by reference in this offer document
from the SEC. Documents incorporated by reference by us are available from us
without charge, excluding all exhibits unless we have specifically incorporated
by reference an exhibit in this offer document. You may obtain documents
incorporated by reference by us in this offer document by requesting them by
telephone from Innisfree M&A Incorporated, the information agent for the offer,
at the telephone numbers listed below:

                                [InnisFree Logo]

              For Normandy shareholders and Normandy ADS holders
                   located in the United States and Canada:

                        Banks and brokers call collect:
                                (212) 750-5833

          All others call toll-free in the United States and Canada:
                                (888) 750-5835


   For Normandy shareholders and Normandy ADS holders located in Australia and
other jurisdictions (except the United States and Canada), please call the
Newmont Shareholder Information Line toll-free in Australia at (800) 507-507
or, if you are outside Australia, at +61-2-9278-9331.


   To obtain timely delivery of any of these documents, you must request them
no later than five business days before the expiration of the offer period. You
should rely only on the information contained in this offer document or
incorporated by reference in this offer document or other documents distributed
by us to Normandy shareholders and Normandy ADS holders under the offer in
deciding whether to accept the offer. We have not authorized anyone to provide
information that conflicts with what is contained in this offer document. This
offer document is accurate as of its date. You should not assume that the
information contained in this offer document is accurate as of any date other
than that date, and neither the mailing of this offer document to you nor the
issuance of shares of our common stock or Newmont CDIs under the offer shall
create any implication to the contrary.

   You may also find additional information regarding us on our website at
http://www.newmont.com.

  8.4 NEWMONT'S BOARD OF DIRECTORS AND MANAGEMENT


                 
Glen A. Barton      Chairman and Chief Executive Officer of Caterpillar Inc., a director of Inco
                    Limited and Chairman of the Board of Trustees of Bradley University.

Vincent A. Calarco  Chairman, President and Chief Executive Officer of Crompton Corporation, a
                    specialty chemical company, since May 1996. Trustee of Polytechnic University
                    of New York, Trustee of the National Foundation for the History of Chemistry
                    and Director of the American Chemistry Council.

Ronald C. Cambre    Chairman of Newmont from January 1995 to December 31, 2001, President
                    from June 1994 to July 1999 and Chief Executive Officer from November 1993
                    to December 2000. Director of Cleveland-Cliffs Inc., McDermott, Inc. and W.R.
                    Grace & Co.

James T. Curry, Jr. Retired Chief Executive Officer of the Minerals Division and retired director of
                    Broken Hill Proprietary Company Ltd. Director of SRI International.

Joseph P. Flannery  Chairman, President and Chief Executive Officer of Uniroyal Holding, Inc., a
                    holding company. Director of Arvin Meritor, Inc., Ingersoll-Rand Company,
                    K-Mart Corporation and The Scotts Company.


                                      98




                 

Leo I. Higdon, Jr.  President of the College of Charleston since October 2001; formerly President of
                    Babson College from July 1997 to October 2001; formerly Dean and Charles C.
                    Abbott Professor of the Darden Graduate School of Business Administration at
                    the University of Virginia from October 1993 to June 1997. Director of
                    Crompton Corporation and Eaton Vance Corp.

Robert J. Miller    Partner of Jones Vargas, a law firm, since January 1999; Governor of the State of
                    Nevada from 1989 to January 1999. Director of Zenith Insurance Company.

Wayne W. Murdy      Chairman of Newmont since January 1, 2002, President since July 1999, Chief
                    Executive Officer since January 2001, Executive Vice President from July 1996
                    to July 1999, Chief Financial Officer from December 1992 to July 1999 and
                    Senior Vice President from December 1992 to July 1996. Director of Tom
                    Brown Inc. and Trustee of the Denver Art Museum.

Robin A. Plumbridge Retired Chairman of Gold Fields of South Africa Limited, a natural resources
                    company, Chief Executive Officer thereof from December 1980 to September
                    1995. Director of Liberty Group Limited, Liberty Holdings Limited and
                    Standard Bank Investment Corporation.

Moeen A. Qureshi    Chairman of Emerging Markets Partnership, a private investment management
                    company. Director of AIG Global Trade and Political Risk Insurance Co.

Michael K. Reilly   Retired Chairman of Zeigler Coal Holding Company, a coal producer.

James V. Taranik    President Emeritus of Desert Research Institute, University and Community
                    College System of Nevada, an environmental research organization; Regents
                    Professor and Arthur Brant Chair of Geophysics at the University of Nevada.
                    Director of Earth Satellite Corporation and UNR Great Basin Center for
                    Geothermal Energy.


   In addition to Mr. Murdy, who is Newmont's Chairman, President and Chief
Executive Officer, key members of Newmont's management team are:


                   
John A. S. Dow        Executive Vice President and Group Executive, Latin America
David H. Francisco    Executive Vice President, Operations
Bruce D. Hansen       Senior Vice President and Chief Financial Officer
Lawrence T. Kurlander Senior Vice President and Chief Administrative Officer
David A. Baker        Vice President, Environmental, Health and Safety Affairs
Britt D. Banks        Vice President, General Counsel and Secretary
D. Scott Barr         Vice President and Chief Technical Officer
Robert J. Bush        Vice President, Administration and Human Resources
Thomas M. Conway      Vice President, Risk Management
Thomas L. Enos        Vice President and Group Executive, Indonesia
W. Durand Eppler      Vice President, Corporate Development
Greg V. Etter         Vice President, External Affairs
Gary E. Farmar        Vice President, Internal Audit
Jeffrey R. Huspeni    Vice President, Exploration
Donald G. Karras      Vice President, Taxes
Leland W. Krugerud    Vice President, Business Affairs, North American Operations
Richard Perry         Vice President, Nevada Operations
Carlos Santa Cruz     Vice President, Peruvian Operations
Linda K. Wheeler      Vice President and Controller
Thomas P. Mahoney     Treasurer and Assistant Secretary


                                      99



9 INFORMATION ABOUT NORMANDY

  9.1 DISCLAIMER INFORMATION IN RELATION TO NORMANDY

   We conducted a due diligence review of limited information and documents
made available by Normandy to us before announcing our offer.   Information
included in this offer document relating to Normandy and its business is based
on publicly available information about Normandy, including Normandy's 2001
annual report and quarterly activities report for the quarter ended September
30, 2001 and Normandy's target statement.


   Pursuant to Rule 409 promulgated under the U.S. Securities Act of 1933, on
December 17, 2001, we requested that Normandy and its independent public
accountants provide to us all material information required to be included in
this offer document or required to make statements made herein not misleading.
On December 11, 2001, we requested that Normandy's independent public
accountants consent in a customary manner to the inclusion of its audit reports
with respect to the financial statements of Normandy included in this offer
document. On December 14, 2001, Normandy's independent public accountants
responded in writing to our December 11, 2001 letter stating that they were
reluctant to give consent for the inclusion of its audit report where consent
has not been given for the financial statements themselves, and believed it was
appropriate that its consent be given concurrently with Normandy's consent. On
December 19, 2001, Normandy, on its own behalf and on behalf of its
accountants, responded in writing to our December 17, 2001 letter and stated
that it was not appropriate for Normandy to bear any burden as to what the
offer document should contain and whether or not such document was misleading.
Normandy further stated that if there were specifics which Newmont wished to
refer to Normandy for review and comment, Normandy would consider whether it
could be of assistance and to what extent, on a case by case basis. In
addition, Normandy stated that its accountants were not in a position to
provide assistance to us, that work on US GAAP reconciliation of its financial
statements had not been completed to Normandy's satisfaction and that Normandy
had not yet determined whether it would allow US GAAP reconciliation of its
financial statements to be made public at this time.



   On December 31, 2001, we reiterated our requests previously made to Normandy
to provide the information required for inclusion in our United States filings,
including the consent of Normandy's independent accountants and the information
necessary to permit Normandy's financial statements to be reconciled to US
GAAP. On January 2, 2002, Normandy responded to Newmont's reiterated request
stating that Normandy had carefully considered our requests and determined that
it must maintain Normandy's stance as expressed in Normandy's letter dated
December 19, 2001. Normandy stated that in its opinion it was not appropriate
that Normandy or its directors should have any legal responsibility for the
content of Newmont's registration statement. Normandy noted that the issue was
deliberately not covered in the pre-bid documentation because Normandy was not
prepared to take responsibility for the content of Newmont's offer document or
registration statement and that, in Normandy's opinion, responsibility for the
content of the Newmont registration statement must remain with Newmont.
Normandy also noted that its own work on US GAAP reconciliation was still not
complete and, therefore, Normandy's directors were not prepared to permit the
publication of US GAAP reconciliations of Normandy's accounts. Normandy also
noted that it did not know whether its work on US GAAP reconciliation would
ever be completed, in view of the two competing bids and their announced
timeframes. See Section 4.3 "Reasons for and background to the
transactions--Background to the transactions" on page 40. For further
information, see section 9.3, "--Presentation of Normandy accounting
information" on page 106. We will provide any and all information that we
receive from Normandy or its independent accountants prior to the expiration of
the offer that we deem material, reliable and appropriate in a subsequently
prepared amendment or supplement hereto.


   While we have included information in this offer document concerning
Normandy that is known to us based on publicly available information, other
than as described above, we have not had access to material non-public
information regarding Normandy and could not use any such information for the
purpose of preparing this offer document. Although we have no knowledge that
would indicate that statements relating to Normandy contained in this offer
document are inaccurate or incomplete, we are not in a position to verify
information concerning Normandy. We and our respective directors and officers
are not aware of any errors in such information.

                                      100



   The due diligence was conducted pursuant to a Confidentiality Agreement, a
term of which is as follows:

      "NORMANDY IS NOT AWARE OF ANY MATERIAL INFORMATION IN RELATION TO
   NORMANDY WHICH HAS NOT BEEN PROVIDED OR OTHERWISE MADE AVAILABLE TO THE
   INDEPENDENT EXPERT WHICH HAS BEEN RETAINED BY NORMANDY FOR THE PURPOSE OF
   PROVIDING A REPORT TO BE INCLUDED IN NORMANDY'S TARGET STATEMENT, OR
   OTHERWISE INCLUDED IN NORMANDY'S TARGET STATEMENT, WHICH WILL BE ISSUED IN
   RESPONSE TO THE OFF-MARKET BID FOR ANGLOGOLD LIMITED IN RESPECT OF WHICH A
   BIDDER'S STATEMENT DATED OCTOBER 17, 2001 WAS SERVED ON NORMANDY."


   Subsequent to the completion of the due diligence, and prior to the
announcement of our bid, we and Normandy entered into the deeds of undertaking
described in section 14.1, "Certain relationships and transactions with respect
to Newmont, Normandy and Franco-Nevada--Deeds of undertaking" on page 146.
Normandy gave a number of warranties to us in the deed of undertaking,
including a warranty that:


      "The Normandy Board and the Normandy Senior Management are not aware of
   any information being information otherwise liable to be disclosed under ASX
   listing rule 3.1 which has not been publicly disclosed by Normandy in
   reliance on the carve out from disclosure which is contained in ASX listing
   rule 3.1 which has not been provided to the expert for review in connection
   with the preparation of the independent expert's report which is to
   accompany the Normandy Target's Statement which will be given in response to
   the AngloGold Bidder's Statement dated 16 October 2001 and AngloGold's F-4
   Registration Statement dated 9 November 2001."

   We are not aware of any non-public information of Normandy, of which we
became aware in the course of the due diligence referred to above, being
information which:


    .  is not set out or referred to in this offer document, in Normandy's
       target statement or being information which has not otherwise been made
       available publicly by Normandy; and



    .  is material to a decision by a Normandy shareholder whether or not to
       accept our offer.



   We are not able to verify the information provided by Normandy. Normandy
shareholders and Normandy ADS holders should form their own views concerning
Normandy from the full range of public information available concerning
Normandy. In particular, Normandy shareholders and Normandy ADS holders should
carefully consider the disclosures made by Normandy and its directors
concerning Normandy in response to the offer.


  9.2 GENERAL DESCRIPTION OF NORMANDY'S OPERATIONS

   Normandy is a gold company with extensive production and exploration
interests. Normandy has operations in Australia, the United States, New
Zealand, Turkey, Chile, Brazil and Canada. Normandy is also a producer of zinc
concentrate (from Golden Grove), cobalt (from Kasese) and magnesium (from
Australian Magnesium Corporation Limited).

   A detailed description of Normandy's operations and investments has been
included in section 7, "Information about New Newmont" on page 66.

   GOLD OPERATIONS

   During the financial year ended June 30, 2001, Normandy had attributable
gold production of 2.2 million ounces. In addition to its directly owned gold
assets, Normandy has major interests in two ASX listed gold companies, Normandy
NFM Limited (87.5%) and Normandy Mt. Leyshon Limited (13.7%).


                                      101



   In May 2001, Normandy acquired 100% ownership of the Midas gold mine and 105
square kilometers of highly prospective adjoining tenements. This transaction
positions Normandy in the Carlin Trend of northern Nevada, in the United
States. A strategic alliance with TVX Gold Inc. in May 1999 formed TVX Normandy
Americas (Normandy 49.9%), delivering attributable gold production to Normandy
of approximately 250,000 ounces from five mines in North and South America.

   AUSTRALIA

   KALGOORLIE OPERATIONS (50%). The Kalgoorlie operations comprise the Super
Pit and Mt. Charlotte underground mine at Kalgoorlie-Boulder, 600 km east of
Perth in the Eastern Goldfields.

   BODDINGTON MINE (44.4%). Boddington, a large-scale open pit mining
operation, is located 120 km southeast of Perth.

   YANDAL OPERATIONS (100%). Yandal operations comprise the Bronzewing, Jundee
and Wiluna mines, situated in the prospective Yandal Goldfield of Western
Australia.

   TANAMI OPERATIONS (87.5%). The Tanami operations comprise The Granites,
located approximately 550 km by road northwest of Alice Springs, and Dead
Bullock Soak, about 40 km west of The Granites, and are owned by Normandy NFM
Limited, a publicly listed, 87.5% owned, subsidiary of Normandy. Dead Bullock
Soak operations comprise Callie underground and Villa, Triumph Hill and
Colliwobble open pits. The Tanami operations include the Goldrush deposit. Ore
from this deposit will be processed at the Tanami plant (owned by Otter Gold
Mining Limited and Newmont) under a lease arrangement. Mining of this deposit
commenced in mid-September 2001 and gold production will commence in
mid-December 2001.

   MT. LEYSHON (13.7%). The Mt. Leyshon mine, 24 km south of Charters Towers,
Queensland, is owned by Normandy Mt. Leyshon Limited, a publicly listed company
13.7% owned by Normandy. This large-scale open pit ceased mining operations in
February 2001. A comprehensive mine closure and rehabilitation plan covering
remaining operations, closure, rehabilitation, decommissioning and post-closure
monitoring has been implemented.

   PAJINGO OPERATIONS (50%). The Vera-Nancy mine, on the Pajingo Joint Venture
tenements, is located 50 km southeast of Charters Towers in North Queensland.

   UNITED STATES OF AMERICA

   MIDAS MINE (100%). The Midas mine is approximately 100 km northwest of the
regional center of Winnemucca in northern Nevada, United States. Normandy
acquired its 100% interest in the mine and 105 square kilometers of adjoining
tenements in May 2001.

   NEW ZEALAND

   MARTHA MINE (67.06%). The Martha gold mine is located within the town of
Waihi.

   TURKEY

   OVACIK (100%). Construction of the Ovacik gold mine in Turkey was completed
in December 1997. Commencement of production was delayed. Production has now
commenced with the first gold produced in May 2001. The mine, however, is the
subject of a regulatory action which could result in its closure.


                                      102



   TVX NORMANDY AMERICAS

   Normandy formed a strategic alliance with Canadian-based TVX Gold Inc.,
creating a new company, TVX Normandy Americas (owned 49.9% by Normandy and
50.1% by TVX Gold Inc.). The principal assets of the company are five operating
gold mines in the Americas, as follows:





    .  Paracatu (Brazil, 49%),



    .  La Coipa (Chile, 50%),



    .  New Britannia (Canada, 50%), and



    .  Musselwhite (Canada, 32%).



   In addition, TVX and Normandy each own a 25% interest in the Crixas property
in Brazil.


   ADDITIONAL GOLD PROJECTS

   YAMFO-SEFWI (90%). Yamfo-Sefwi is a new gold belt in western Ghana, with
Normandy holding licenses covering 95 strike km.

   PERAMA (80%). The Perama gold deposit is located 25 km northwest of
Alexandroupolis in northeastern Greece. Normandy and its joint venture partners
hold a strong tenement position covering about 450 square kilometers. The area
is considered prospective for the occurrence of gold deposits.

   MASTRA (100%). The Mastra gold deposit is located in the Black Sea region of
northeastern Turkey.

   NON-GOLD METALS OPERATIONS

   Normandy is also a base metals producer. Production from the Golden Grove
operations in Western Australia for the financial year ended June 30, 2001
totaled 182,655 tonnes of zinc concentrate and 52,807 tonnes of copper
concentrate, plus significant lead and silver. Normandy also has an effective
53.9% interest in the Kasese cobalt project, located in western Uganda.

   GOLDEN GROVE OPERATIONS (100%). Golden Grove operations are located in
Western Australia, 230 km east of the port of Geraldton and 50 km southeast of
Yalgoo, and comprise the Scuddles mine and treatment plant, the Gossan Hill
mine and exploration tenements covering the 35 kilometer-long host horizon, a
sequence of acid-volcanogenic rocks of Archaean age.

   KASESE COBALT (BANFF RESOURCES 63%). Banff Resources Limited, a company
listed on the Canadian Venture Exchange, has a 63% interest in the Kasese
cobalt project in Uganda, Africa. Normandy presently holds a controlling 86%
interest in Banff Resources.

   AUSTRALIAN MAGNESIUM CORPORATION LIMITED

   Normandy currently has a 22.8% voting interest (and a 13.9% equity interest)
in Australian Magnesium Corporation Limited, one of the world's largest
integrated magnesia and magnesium companies. Major activities of Australian
Magnesium Corporation Limited are QMag, Enviromag and the development of a
A$1.6 billion Stanwell Magnesium Project.

   Australian Magnesium Corporation Limited is an Australian publicly listed
company based in Brisbane which developed and is now seeking to commercialize
the Australian Magnesium process technology to produce magnesium metal. The AM
process is expected to produce magnesium metal at the lowest cost in the world.
This is done through a number of chemical processes. The process aims to
minimize all effluents and, where possible, recycle them for other purposes.


                                      103



   Following development of the technology of the AM process, Australian
Magnesium Corporation Limited entered into an agreement in January 1997 with
Ford Motor Company of America, Commonwealth Scientific and Industrial Research
Organisation and Fluor Daniel Pty Ltd to construct a 1,500 tpa demonstration
plant and to complete a full feasibility study. The viability of the AM process
was confirmed following successful production of magnesium metal ingots from
the operational demonstration plant in August 1999. In March 2000, Australian
Magnesium Corporation Limited announced a positive feasibility recommendation
for the proposed commercial plant, located at Stanwell, near Rockhampton in
Queensland. Australian Magnesium Corporation Limited has also committed to
selling 45,000 tpa of magnesium alloy to Ford under a long-term contract.

   RESOURCE. In January 1997, Australian Magnesium Corporation Limited acquired
the freehold title to an area within the Kunwarara magnesite deposit to source
sufficient magnesite to run the commercial plant at its planned initial
capacity. The Kunwarara magnesite deposit which covers an area of 63 square
kilometers, is located 70 km and 160 km northwest of Rockhampton and Gladstone,
respectively.

   QMAG. Australian Magnesium Corporation Limited produces a range of
dead-burned and electrofused magnesia products sold to the world's refractory
industry as a raw material for high-quality basic refractory bricks

   RECENT DEVELOPMENTS

   In May 2001, Normandy acquired 100% ownership in the Midas gold mine and 105
square kilometers of highly prospective adjoining tenements. This transaction
positions Normandy in the prolific gold-producing Carlin Trend of northern
Nevada in the United States.

   On June 5, 2001, Australian Magnesium Corporation Limited announced the
finalization of a A$932 million underwritten debt financing for the development
of its Stanwell Magnesium Project.

   On July 20, 2001, Australian Magnesium Corporation Limited announced that it
had withdrawn the A$680 million equity offering to complete funding development
for its Stanwell Magnesium Project.

   On August 14, 2001, Normandy Mt Leyshon Limited announced that, due to the
scheduled closure of the Mt Leyshon mine in February 2002, the directors of
Normandy Mt Leyshon Limited had proposed a cash distribution of A$0.33 per
share and a restructuring of the company as an alternative to orderly
liquidation. The new company would have a specific strategic focus on
exploration and would hold tenements in the Mt Leyshon district as well as a
portfolio of exploration properties, including tenements in the Musgrave region
of Western Australia and in the Kidston, Agate Creek and Cloncurry regions of
Queensland, Australia. As part of the transfer of the tenement package,
Normandy would be issued with shares representing 12% of the new company. In
the announcement of August 14, 2001, Normandy Mt. Leyshon Limited stated that
if these proposals are not approved by its shareholders, Normandy Mt Leyshon
Limited intends to make an interim distribution of A$0.25 per share with the
prospect of a final distribution of between A$0.10 and A$0.15 per share.

   On September 5, 2001, AngloGold announced its intention to offer to acquire
all the outstanding shares of Normandy for 2.15 AngloGold shares in exchange
for every 100 ordinary shares of Normandy. On that same day, Normandy responded
to AngloGold's offer by announcing that it had appointed Macquarie Bank to
assist Normandy's board of directors in assessing AngloGold's offer and in
preparing a formal recommendation to Normandy shareholders and Normandy ADS
holders with respect to AngloGold's offer.

   On September 27, 2001, Australian Magnesium Corporation Limited announced
that, due to unstable conditions in equity and capital markets, it is reviewing
the timing of its equity raising to fund the development of the Stanwell
Magnesium Project.

   On September 28, 2001, Normandy published its annual shareholder report
including audited consolidated financial statements for the financial year
ended June 30, 2001. Excerpts from the annual shareholder report are included
under Annex B to this offer document.

                                      104



   On October 11, 2001, Normandy NFM Limited announced its intention to launch
an offer for Otter Gold Mines Limited, whereby 1.9 Normandy NFM Limited shares
will be offered for every 100 Otter shares. Normandy NFM Limited also agreed on
that date to purchase 7,798,000 Otter shares (9.9% of the outstanding Otter
shares) from the Guiness Peat Group at the same exchange ratio being offered to
other Otter shareholders. Otter's primary assets are a 60% interest in the
Tanami Joint Venture (the other 40% is held by AngloGold), owner of the Tanami
mill, significant exploration properties held 100% in the Tanami region of
Central Australia and a 33% interest in the Waihi Operations in New Zealand,
held through Martha Hill and Union Hill joint ventures, the remaining 67%
interest in which is held by Normandy. According to publicly available
information published by Normandy NFM Limited, as at October 9, 2001, Normandy
is the largest shareholder of Normandy NFM Limited with an 87.45% interest.

   On October 15, 2001, Australian Magnesium Corporation Limited announced
revised arrangements for a capital raising of up to A$525 million for the
development of the Stanwell Magnesium Project. On the same date, Normandy
announced that, as part of and conditional on these capital raising plans, it
has agreed to subscribe for A$100 million of shares in Australian Magnesium
Corporation Limited between October 31, 2002 and January 31, 2003 and that it
has increased its loan facilities available to Australian Magnesium Corporation
Limited by A$10.6 million to fund expenses of the Stanwell Magnesium Project
until completion of the capital raising.

   On October 25, 2001, Normandy published its first quarter report to
shareholders including unaudited condensed financial information for the three
months ended September 30, 2001. Excerpts from the first quarter report to
shareholders are included under Annex B to this offer document.

   On November 14, 2000, Normandy, Newmont and Franco-Nevada announced that
Newmont intended to make a recommended offer of 0.0385 shares of Newmont common
stock for each Normandy share. In addition, Newmont offered to pay A$0.05 per
Normandy share in cash if the Newmont offer was accepted by holders of at least
90% of the Normandy shares. Newmont also agreed to acquire Franco-Nevada in a
stock-for-stock transaction, in which Franco-Nevada common shareholders will
receive 0.8 a share of Newmont common stock (or exchangeable shares,
exchangeable for Newmont common stock) for each share of Franco-Nevada common
stock pursuant to a Canadian plan of arrangement.

   On November 19, 2001, Normandy published its response document in which the
Normandy board of directors recommended that holders of Normandy shares and
Normandy ADSs not accept AngloGold's previous offer to acquire all of the
outstanding Normandy shares for 2.15 AngloGold shares in exchange for every 100
Normandy shares. The board of directors of Normandy has not yet made a
recommendation to the Normandy shareholders and Normandy ADS holders regarding
the revised terms of the AngloGold offer.

   On November 19, 2001, Australian Magnesium Corporation Limited announced
that it had closed its previously announced A$500 million public offer capital
raising and would accept $25 million in oversubscriptions.

   On November 22, 2001, Normandy Mt. Leyshon Limited announced that the
restructure of the company had been completed. The company changed its name to
Leyshon Resources Limited and will operate with a new board and management and
with an initial focus on exploration of tenements acquired from Normandy.

   On November 23, 2001, Australian Magnesium Corporation Limited confirmed
that it had completed the allotment of 660,258,713 Distribution Entitled
Securities on November 22, 2001.

   On November 28, 2001, AngloGold raised its offer for ordinary shares of
Normandy to 2.15 AngloGold shares for every 100 ordinary shares of Normandy,
plus A$0.20 per share.

   On December 6, 2001, Normandy NFM Limited announced that it had lodged its
offer document regarding the Otter Gold Mines takeover offer with the NZSE and
ASX.

   On December 6, 2001, AngloGold withdrew arrangements to pay higher fees to
brokers who solicit acceptances to its offer in light of Newmont's application
for a restraining order.

                                      105



   On December 9, 2001, Newmont increased the cash component of its November
14, 2001 offer to A$0.40 per ordinary share of Normandy and removed the
condition that Newmont pay the cash component only if its offer was accepted by
holders of at least 90% of the Normandy shares.


   On December 12, 2001, the Australian Takeover Panel refused AngloGold's
application to block this offer.



   On December 13, 2001 AngloGold announced that it would appeal a ruling by
Australia's Takeover Panel. On December 20, 2001, the Takeover Panel declined
AngloGold's appeal. On December 21, the Takeover Panel announced that it had
declined to make a declaration of unacceptable circumstances in the application
for review.


   On December 27, 2001, AngloGold announced that it had increased its offer
for Normandy by and additional A$0.10 in cash per Normandy share following
discussions regarding "possible patterns of cooperation" with Barrick. See
Section 4.3 "Reasons for and background to the transactions--Background to the
transactions" on page 40.

   On January 2, 2002, Newmont announced that it was increasing the cash
consideration of its offer for Normandy by A$0.10 to A$0.50 per share. On the
same date, the Normandy board of directors, subject to its fiduciary duties,
re-affirmed its recommendation of the Newmont offer, as revised, and its
recommendation that Normandy shareholders reject the AngloGold offer. See
Section 4.3 "Reasons for and background to the transactions--Background to the
transactions" on page 40.

   Normandy La Source has accepted an offer of US$10.7 million plus a royalty
for its interest in the Ity goldmine, as disclosed in Normandy's supplementary
target statement.

  9.3 PRESENTATION OF NORMANDY ACCOUNTING INFORMATION

   Normandy prepares and publishes its consolidated financial statements in
accordance with Australian GAAP. Except where expressly stated otherwise, all
financial information relating to Normandy presented in this offer document has
been prepared in accordance with Australian GAAP.


   Normandy's financial data is presented in accordance with Australian GAAP,
which differs in certain significant respects from US GAAP. These differences
as they relate to Normandy cannot be fully quantified due to the limited
disclosure provided in publicly available financial information. Pursuant to
Rule 409 promulgated under the U.S. Securities Act of 1933, on December 17,
2001, we requested that Normandy and its independent public accountants provide
to us all material information required to be included in this offer document
or required to make statements made herein not misleading. On December 11,
2001, we requested that Normandy's independent public accountants consent in a
customary manner to the inclusion of its audit reports with respect to the
financial statements of Normandy included in this offer document. On December
14, 2001, Normandy's independent public accountants responded in writing to our
December 11, 2001 letter stating that they were reluctant to give consent for
the inclusion of its audit report where consent has not been given for the
financial statements themselves, and believed it was appropriate that its
consent be given concurrently with Normandy's consent. On December 19, 2001,
Normandy, on its own behalf and on behalf of its accountants, responded in
writing to our December 17, 2001 letter and stated that it was not appropriate
for Normandy to bear any burden as to what the offer document should contain
and whether or not such document was misleading. Normandy further stated that
if there were specifics which Newmont wished to refer to Normandy for review
and comment, Normandy would consider whether it could be of assistance and to
what extent, on a case by case basis. In addition, Normandy stated that its
accountants were not in a position to provide assistance to us, that work on US
GAAP reconciliation of its financial statements had not been completed to
Normandy's satisfaction and that Normandy had not yet determined whether it
would allow US GAAP reconciliation of its financial statements to be made
public at this time.


On December 31, 2001, we reiterated our requests previously made to Normandy to
provide the information required for inclusion in our United States filings,
including the consent of Normandy's independent accountants and the information
necessary to permit Normandy's financial statements to be reconciled to US
GAAP. On

                                      106




January 2, 2002, Normandy responded to Newmont's reiterated request stating
that Normandy had carefully considered our requests and determined that it must
maintain Normandy's stance as expressed in Normandy's letter dated December 19,
2001. Normandy stated that in its opinion it was not appropriate that Normandy
or its directors should have any legal responsibility for the content of
Newmont's registration statement. Normandy noted that the issue was
deliberately not covered in the pre-bid documentation because Normandy was not
prepared to take responsibility for the content of Newmont's offer document or
registration statement and that, in Normandy's opinion responsibility for the
content of the Newmont registration statement must remain with Newmont.
Normandy also noted that its own work on US GAAP reconciliation was still not
complete and, therefore, Normandy's directors were not prepared to permit the
publication of US GAAP reconciliations of Normandy's accounts. Normandy also
noted that it did not know whether its work on US GAAP reconciliation would
ever be completed, in view of the two competing bids and their announced
timeframes. See Section 4.3 "Reasons for and background to the
transactions--Background to the transactions" on page 40.


KEY DIFFERENCES BETWEEN AUSTRALIAN GAAP AND US GAAP


   Certain historical financial information for Normandy is included in this
offer document and Annex B to this offer document. This historical information
for Normandy is presented in accordance with accounting principles generally
accepted in Australia ("Australian GAAP"), which differs in certain significant
respects from US GAAP. These differences as they relate to Normandy cannot be
quantified due to the limited disclosures provided in publicly available
financial information. See Section 3.1, "Risk factors--Risks related to the
offer--We have not verified the reliability of the Normandy information
included in, or which may have been omitted from, this offer document" on page
27.


   The key differences between Australian GAAP and US GAAP are as follows:

  .  EXPLORATION COSTS. US GAAP requires that all costs associated with ongoing
     exploration efforts be expensed until development of an ore-body commences
     or a bankable feasibility study on proven and probable reserves exists.
     Australian GAAP allows for the capitalization of exploration costs
     provided the rights to the exploration area are current and provided that
     at least one of the following conditions are met:

    .  Such costs are expected to be recouped through successful development
       and exploitation or alternatively by sale of the area of interest, or

    .  Exploration activities in the area of interest have not reached a stage
       at the balance sheet date which permits a reasonable assessment of the
       existence or otherwise of economically recoverable reserves.

  .  REVENUE RECOGNITION. US GAAP requires that specific criteria be met
     including final delivery to the purchaser having occurred. Australian GAAP
     requires that revenue be recognized when control passes to the purchaser,
     which is determined by a combination of factors, one of which would
     include delivery.

  .  INVENTORY. US GAAP requires inventory to be recorded at the lower of net
     realizable value or cost. Australian GAAP allows gold bullion in its final
     saleable form to be recorded at specific hedge contract amounts.


  .  CAPITALIZED INTEREST. US GAAP requires interest to be capitalized for all
     assets in construction to the extent outstanding borrowings exist.
     Australian GAAP only allows interest on specific project related
     indebtedness to be capitalized.


  .  DERIVATIVE INSTRUMENTS. US GAAP requires all derivatives to be recorded at
     fair value. Qualifying derivatives may qualify for special hedge
     accounting allowing for the deferral of recognition of the change in the
     effective portion of the derivative instrument. Australian GAAP does not
     require derivatives to be recorded at fair value and hedge accounting may
     be applied in specified circumstances. Disclosure of fair value is
     required.

  .  GOODWILL. US GAAP does not allow for amortization of goodwill. Australian
     GAAP limits the amortization period to 20 years, subject to recoverability
     tests.

                                      107



  .  MINORITY INTEREST. US GAAP requires minority interest to be a separate
     component of the balance sheet outside of equity. Australian GAAP requires
     minority interest to be classified as a component of shareholders equity.
     Additionally, US GAAP reports minority interest at book value while
     Australian GAAP measures minority interest at fair value on the date the
     entity becomes a subsidiary.

  .  DIVIDENDS PAYABLE. US GAAP classifies dividends payable in equity.
     Australian GAAP presents dividends payable as a liability.

  .  PENSIONS AND EMPLOYEE BENEFITS. US GAAP measures such amounts at nominal
     amounts. Australian GAAP measures the non-current portion at the present
     value of expected future cash outflows.

  .  START-UP COSTS. US GAAP requires that all start-up costs be expensed as
     incurred. There are no provisions for capitalizing start up costs under
     Australian GAAP. In accordance with the 'matching' principle, start up
     costs may be deferred and amortized provided the start-up costs meet the
     definition of an asset.


  .  DEFERRED TAXES. US GAAP provides for netting of deferred tax assets and
     liabilities arising in the same taxing jurisdiction within each current
     and non-current category. Under Australian GAAP, there is no provision for
     netting deferred tax assets and liabilities of different companies within
     a group in a consolidated set of accounts. Under US GAAP, deferred tax
     assets for temporary differences and carryforward losses are recognized,
     but reduced by a valuation allowance to the extent it is more likely than
     not that the asset will be realized. Under Australian GAAP, there is
     recognition of deferred tax assets on temporary differences if realization
     is beyond reasonable doubt, and there is recognition of deferred tax
     assets on carryforward losses if realization is virtually certain.


  9.4 SELECTED FINANCIAL INFORMATION FOR NORMANDY

   The following table sets forth selected historical financial data of
Normandy for each of the five years ended and as at June 30, 2001 and the
three-month periods ended September 30, 2000 and 2001. The selected historical
financial data for the five-year period ended June 30, 2001 has been extracted
from, and should be read in conjunction with, Normandy's audited annual
consolidated financial statements for the five-year period ended June 30, 2001,
including the notes thereto, included in Normandy's annual shareholder reports
prepared for those financial years. The selected historical financial data for
the three months ended September 30, 2000 and 2001 has been extracted from, and
should be read in conjunction with, Normandy's unaudited simplified financial
statements for these periods, including the notes thereto, included in
Normandy's reports on activities to shareholders for each of the three-month
periods ended September 30, 2000 and 2001. Normandy's audited annual
consolidated financial statements for each of the three years ended June 30,
2001, including the notes thereto, as extracted from Normandy's annual
shareholder reports, as well as Normandy's unaudited simplified financial
statements for the three months ended and as at September 30, 2001, including
the notes thereto, as extracted from Normandy's report on activities to
shareholders, have been reproduced in Annex B to this offer document.


   Under U.S. securities laws, pro forma financial information for Normandy
would generally be required to be provided in this offer document. However,
Normandy has declined to assist in gathering this information and has not
provided Newmont access to Normandy's detailed accounting records, nor has
Normandy assisted in preparing reconciliations to US GAAP. Normandy has also
refused to permit or direct its auditors to provide information necessary for
such US GAAP reconciliation, including an auditor's consent. Therefore, no such
US GAAP reconciliation is provided, nor is any pro forma financial information
provided in this offer document. See Section 3.1, "Risk factors--Risks related
to the offer--We have not verified the reliability of the Normandy information
included in, or which may have been omitted from, this offer document" on page
27. We note that Normandy's historical financial data is presented in this
offer document in accordance with Australian GAAP, which differs in certain
significant respects from US GAAP. See Section 9.3, "Information about
Normandy--Presentation of Normandy accounting information--Key Differences
between Australian GAAP and US GAAP" on page 107. These differences as they
relate to Normandy cannot be quantified due to the limited disclosures provided
in Normandy's publicly available financial information.


                                      108




   The selected historical financial data for the five years ended and as at
June 30, 2001 were prepared in Australian dollars as prescribed by Australian
law and in accordance with Australian Accounting Standards. Except where
expressly stated otherwise, the financial information presented in this offer
document relating to Normandy is expressed in Australian dollars. For
information on the exchange rates between Australian dollars and U.S. dollars,
and Canadian dollars and U.S. dollars, see section 15.8, "Additional
Information--Selected exchange rate data" on page 163.




                                                       THREE MONTHS
                                                           ENDED
                                                       SEPTEMBER 30,        YEARS ENDED JUNE 30,
                                                       ------------  ---------------------------------
                                                        2001    2000 2001   2000   1999   1998   1997
                                                       -----    ---- -----  -----  -----  -----  -----
                                                        A$M     A$M  A$M    A$M    A$M    A$M    A$M
                                                                            
CONSOLIDATED STATEMENT OF INCOME
Sales revenue.........................................   430      *  1,544  1,324  1,356  1,484  1,334
Total depreciation and amortization...................   (72)   (62)  (287)  (141)  (160)  (191)  (166)
Profit/(loss) from ordinary activities(1).............    52     39   (103)  (285)   113    140    206
Income tax (expense) benefit relating to ordinary
 activities...........................................   (12)    (8)   (20)     9    (32)   (33)   (61)
Net profit/(loss) attributable to members of the
 parent entity........................................    35     31   (155)  (282)   104    119    124

OTHER FINANCIAL DATA
Basic earnings/(loss) per share (in Australian cents
 per share)(2)........................................     *      *   (8.6) (16.2)   6.1    7.2    7.8
Dividends per share (in Australian cents per share)...    --     --    2.5    6.0    6.0    6.0    6.0
Total cash costs (A$/ounce)(3)........................   310    298    300    304    335    321    336

CONSOLIDATED BALANCE SHEET DATA (AS AT END OF PERIOD)
Current assets........................................   870           800    672    838    570    595
Non-current assets.................................... 3,088         3,047  2,954  2,560  2,506  2,020
Total assets.......................................... 3,958         3,847  3,626  3,397  3,076  2,615
Current liabilities...................................   622           603    523    907    366    507
Non-current liabilities............................... 1,899         1,846  2,117  1,117  1,212    731
Total liabilities..................................... 2,521         2,449  2,640  2,024  1,578  1,238
Net assets............................................ 1,437         1,398    986  1,373  1,498  1,377
Stockholders equity................................... 1,437         1,398    986  1,373  1,498  1,377

SHARES IN ISSUE (IN MILLIONS)......................... 2,231         2,231  1,752  1,717  1,671  1,632

--------
*  This information has not been publicly disclosed by Normandy.
(1) Prior to the year ended June 30, 2001, information disclosed as operating
    profit/(loss) before income tax.
(2) Prior to the year ended June 30, 2001, information disclosed as basic
    earnings per share after abnormal items.
(3) A consolidated group cash cost (A$/ounce) is not presented, only cash cost
    (A$/ounce) for gold operations is available.

   See Annex B for more detailed information on Normandy's historical financial
information.

  9.5 WHERE YOU CAN FIND MORE INFORMATION ON NORMANDY

   As a reporting issuer in the Province of Ontario, Normandy is required to
file with the Ontario Securities Commission its periodic disclosure documents,
such as its annual audited financial statements, unaudited interim financial
statements, proxy materials and material change reports. These documents are
available through the internet on the System for Electronic Document Analysis
and Retrieval (SEDAR), which can be accessed at http://www.sedar.com.

   Ordinary shares of Normandy are listed on the ASX under the symbol "NDY" and
Normandy ADSs are listed on the TSE under the symbol "NDY". You may consult
reports and other information about Normandy that it files pursuant to the
rules of the ASX and the TSE at the offices of the ASX, ASIC and the TSE.

   For selected excerpts from Normandy's publicly available documents, see
Annex B. You may also find additional information on Normandy on its website at
http://www.normandy.com.au.


                                      109



10 INFORMATION ABOUT FRANCO-NEVADA

  10.1 GENERAL DESCRIPTION OF FRANCO-NEVADA'S OPERATIONS

   ABOUT FRANCO-NEVADA

   Franco-Nevada was originally incorporated under the Canada Business
Corporations Act on October 5, 1982. It amalgamated by plan of arrangement with
Euro-Nevada Mining Corporation Limited effective September 20, 1999, and its
incorporating documents are articles of arrangement dated September 20, 1999.
The primary business of Franco-Nevada is the acquisition of:

   (1) direct interests in mineral properties and, when appropriate, developing
       those properties;

   (2) royalty interests in producing precious metals mines and precious metals
       properties in the development or advanced exploration stage;

   (3) direct interests in mineral properties with a view to exploring and
       selling, leasing or joint venturing the properties to established mine
       operators and retaining royalty interests; and

   (4) indirect interests in mineral deposits through strategic interests in
       companies that own interests in mineral deposits.

   Franco-Nevada has a portfolio of royalty interests covering producing and
non-producing mineral properties located in the United States, Canada,
Australia, South Africa, Indonesia and various Latin American countries.

   A detailed description of Franco-Nevada's royalty interests and investments
has been included in section 7, "Information about New Newmont" on page 66.

   Franco-Nevada has a portfolio of oil and gas interests in Alberta,
Saskatchewan, Manitoba and the Canadian Arctic and also has various direct and
indirect interests in resource properties located in Nevada, Ontario,
Saskatchewan, Central and South America, the Dominican Republic, Australia,
Indonesia, and South Africa.

   Franco-Nevada currently has 25 employees in total: 14 in Canada, and 11 in
the United States.

   RECENT TRANSACTIONS

   On September 20, 1999, Franco-Nevada and Euro-Nevada Mining Corporation
Limited merged. The name of the amalgamated corporation is Franco-Nevada Mining
Corporation Limited. The merger of Franco-Nevada and Euro-Nevada was accounted
for as a pooling of interests. Euro-Nevada shareholders received 0.77
Franco-Nevada shares for each Euro-Nevada share. At the time of the merger,
Franco-Nevada and Euro-Nevada were two of only four public companies in North
America actively pursuing NSRs and NPIs in mineral properties. Franco-Nevada
and Euro-Nevada shared four executive officers and three directors who
collectively owned 9% and 10% of the common shares of the two companies,
respectively. Management now owns 10% of Franco-Nevada.

   During fiscal year 2001, Franco-Nevada:

   (1) tendered its 9,576,173 Inco Limited Class VBN Shares to Inco in exchange
       for 4,309,277 warrants of Inco and cash proceeds of C$72 million per VBN
       share. Each warrant plus $30 is exchangeable for an Inco common share;
       and

   (2) sold its 2.5% interest in San Juan Basin Royalty Trust, an oil and gas
       royalty trust listed on the NYSE. Franco-Nevada held 2,000,000 units.


                                      110



   NORMANDY TRANSACTION

   On April 2, 2001, Franco-Nevada announced that it had entered into an
agreement with Normandy. On May 30, 2001, the transaction pursuant to this
agreement was completed. Under the terms of the agreement, Franco-Nevada
transferred to Normandy 100% ownership of its Ken Snyder Mine and Midas
exploration properties in Nevada and its Australian interests as well as
subscribe for $48 million in Normandy shares. In return, Franco-Nevada received
446.1 million new ordinary shares of Normandy representing a 19.99% interest
(currently 19.79%, calculated on a fully diluted basis) in Normandy, calculated
on a fully diluted basis. Franco-Nevada also retained a minimum 5% net smelter
return royalty on the Ken Snyder Mine and Midas exploration properties which
escalates at gold prices over $300 per ounce to a maximum 10% net smelter
return royalty at gold prices over US$400 per ounce. Both companies granted
each other preferential rights on future asset transactions.

   STOCK EXCHANGES

   Franco-Nevada's common shares are listed on the TSE under the symbol "FN",
its class A warrants are listed on the TSE under the symbol "FN.WT" and its
class B warrants are listed on the CDNX under the symbol "YFN.WT.B".

   ADDRESS

   The registered and principal executive office of Franco-Nevada is at Suite
1900, 20 Eglinton Avenue West, Toronto, Ontario M4R 1 K8.

  10.2 SELECTED FINANCIAL INFORMATION FOR FRANCO-NEVADA

   The table below shows selected historical financial information for
Franco-Nevada as of and for the years ended March 31, 2001, 2000, 1999, 1998
and 1997 and has been prepared using the audited consolidated financial
statements of Franco-Nevada. The information as of and for the six months ended
September 30, 2001 and 2000 has been prepared using the unaudited consolidated
financial statements of Franco-Nevada. This information is only summary, and
you should read it in conjunction with Franco-Nevada's historical financial
statements and related notes and Management's Discussion and Analysis contained
in Annex C of this document.



                                      SIX MONTHS
                                     SEPTEMBER 30                  YEARS ENDED MARCH 31
                                  ------------------- -----------------------------------------------
                                    2001      2000      2001      2000      1999      1998     1997
                                  --------- --------- --------- --------- --------- --------- -------
                                                            CDN$, CDN GAAP
                                                                         
INCOME STATEMENT
Revenue..........................    85,440    80,102   177,631   120,577   116,107   124,209 131,479
Income from continuing operations    55,115    44,186    79,872    63,995    63,454    72,628  77,839
Discontinued operations..........    21,902    16,931    33,573    33,641     5,075     1,074     790
Net Income.......................    77,017    61,117   113,445    97,636    68,529    73,702  78,629

PER SHARE DATA
Income from continuing operations      0.35      0.28      0.51      0.41      0.42      0.49    0.55
Discontinued operations..........      0.14      0.11      0.21      0.21      0.03      0.01    0.01
Net Income.......................      0.49      0.39      0.72      0.62      0.45      0.50    0.56
Dividend per share...............        --        --      0.35      0.30      0.21      0.19    0.23

BALANCE SHEET DATA
Cash and short term investments..   864,053   730,099   939,011   705,714   707,507   766,004 636,819
Working capital..................   932,359   829,992   941,193   739,489   720,467   782,833 637,624
Total assets..................... 1,607,126 1,514,516 1,547,750 1,420,891 1,389,525 1,146,256 932,625
Long term debt...................        --        --        --        --        --        --      --
Net assets....................... 1,521,700 1,419,052 1,435,456 1,346,187 1,318,094 1,096,654 888,207
Minority interest................        --        --        --        --        --        --      --
Shareholders' equity............. 1,521,700 1,419,052 1,435,456 1,346,187 1,318,094 1,096,654 888,207
Common shares outstanding (000s).   158,920   158,631   158,631   158,631   158,357   152,293 145,781


    See Annex C for more detailed information on Franco-Nevada's historical
                            financial information.

                                      111



  10.3 WHERE YOU CAN FIND MORE INFORMATION ON FRANCO-NEVADA

   As a reporting issuer (or its equivalent) in each of the provinces of
Canada, Franco-Nevada is required to file with the various securities
commissions or similar authorities its periodic disclosure documents, such as
its annual audited financial statements, unaudited interim financial
statements, annual reports, annual information forms, proxy materials and
material change reports. These documents are available through the internet on
the System for Electronic Document Analysis and Retrieval (SEDAR), which can be
accessed at http://www.sedar.com.

   Securities of Franco-Nevada are listed on the TSE and the CDNX. You may
consult reports and other information about Franco-Nevada that it files
pursuant to the rules of the TSE and CDNX at the offices of the TSE and the
CDNX or you can access their websites at http://www.tse.com and
http://www.cdnx.com.

   You may also find additional information on Franco-Nevada on its website at
http://www.franco-nevada.com.

                                      112



11 INTENTIONS

  11.1 INTRODUCTION

   This section sets out our intentions concerning:

   (a) the continuation of the business of Normandy;

   (b) any major changes to be made to the business of Normandy, including any
       redeployment of the fixed assets of Normandy; and

   (c) the future employment of the present employees of Normandy.

   You should read this section in conjunction with section 7, "Information
about Newmont" on page 66.

   Our intentions are based on our review of publicly available information
about Normandy and a review of selected non-public information about Normandy,
which is referred to in section 9.1. Prior to implementing the intentions set
out in this section, we will seek to undertake a thorough review of Normandy's
operations and any other internal confidential information and consideration of
any other relevant facts and circumstances to confirm our intentions.
Accordingly, the statements set out in this section are statements of current
intentions only and are based on limited information, which may vary as
circumstances and further information require.

  11.2 INTENTIONS IF COMPULSORY ACQUISITION IS ACHIEVED

   We have the following intentions if we become entitled to proceed to acquire
compulsorily the remaining Normandy shares (including shares represented by
Normandy ADSs) following completion of the offer:

   (a) CORPORATE MATTERS

   We intend to:

   (1) acquire compulsorily the remaining Normandy shares (including shares
       represented by Normandy ADSs) in accordance with the provisions of the
       Corporations Act;

   (2) seek to acquire compulsorily under the Corporations Act:

      (A) Normandy options which have not been exercised prior to the
          expiration of the offer, and

      (B) any ordinary shares of Normandy issued after the expiration of the
          offer as a result of the exercise of Normandy options;

   (3) procure that Normandy's shares are removed from the official list of the
       ASX and that Normandy applies to the Ontario Securities Commission to
       cease to be a reporting issuer in the Province of Ontario and to the TSE
       to delist the Normandy ADSs from that exchange;

   (4) replace some or all of the members of the board of directors of
       Normandy. Our representatives have not yet been identified and their
       identity will depend on the circumstances at the relevant time; and

   (5) reconstitute our board as outlined in section 7.1.

   (b) INTEGRATION OF NEWMONT AND NORMANDY

   Newmont and Normandy conduct exploration programs in many of the same
regions around the world. We intend to consolidate these programs and
prioritize exploration projects and expenditures in an optimized and efficient
manner. We intend that exploration activities within Australia will be
conducted on an ongoing basis, although the level of activity in any year will
vary, depending on, among other things, the prevailing gold price and prior
results. We expect to realize certain synergies with respect to this
consolidation effort that may include reduction or redeployment of existing
employees as well as the closure of certain exploration offices.

                                      113



   We do not have significant operations in Australia and intend to maintain a
regional office in Australia as a management platform for our Australasian
properties. We intend to maximize both companies' managerial and technical
expertise within New Newmont's worldwide operations and to realize cost savings
from the elimination of selected, redundant administrative functions.

   We also intend to realize cost savings from the elimination of selected,
redundant administrative and mine operation functions at Normandy's Midas mine,
which is located near Newmont's mines in Nevada. In addition, we expect to
realize synergies from the application of Newmont's global procurement systems
to Normandy's operations.

   (c) NON-CORE ASSETS

   (1) GOLD

   While we have no immediate intentions of making any major changes to
Normandy's business, we will review Normandy's gold assets over time and make
assessments regarding whether certain of these assets continue to fit into the
longer-term strategy of the combined company.

   (2) NON-GOLD

      In relation to Normandy's non-gold assets, our intentions are:

      (A) GOLDEN GROVE. To continue to operate and maintain capital support for
          Golden Grove until zinc and copper commodity prices materially
          increase, when consideration will be given to whether a disposal of
          the assets can be achieved on appropriate terms;

      (B) AUSTRALIAN MAGNESIUM CORPORATION. To honor all of Normandy's
          obligations and commitments known to us at the date of announcement
          of this offer (being those referred to in the condition in section
          5.10(a)(10) above), including those regarding the development of the
          Stanwell Magnesium Project. As a gold company, Newmont might, in the
          future, consider a possible exit from AMC, but we would not intend to
          do so in a manner that would compromise the benefit AMC enjoys as a
          result of Normandy's obligations and commitments.

      (C) OTHER ASSETS. To dispose of other non-core, non-gold assets of
          Normandy, provided appropriate prices can be obtained and appropriate
          contractual terms can be negotiated.

  11.3 INTENTIONS UPON GAINING CONTROL BUT LESS THAN 90% OF NORMANDY

   If we gain control of Normandy but are not entitled to acquire compulsorily
the outstanding ordinary shares of Normandy (including shares represented by
Normandy ADSs), then we currently intend to:

   (a) subject to the Corporations Act and the constitution of Normandy,
       reconstitute the board of directors of Normandy to reflect our majority
       ownership interest in Normandy. Replacement board members have not yet
       been identified and their number and identity will depend on the
       circumstances at the relevant time;

   (b) subject to the ASX Listing Rules and the TSE Listing Rules, request that
       the board of directors of Normandy review whether ordinary shares of
       Normandy should continue to be listed on the ASX and whether the
       Normandy ADSs should continue to be listed on the TSE; and

   (c) to the extent possible, implement the intentions outlined above, which
       are consistent with Newmont gaining control of Normandy.

   We would only make decisions on these courses of action following receipt of
legal, taxation and financial advice and our intentions must be read as subject
to the legal obligation of the Normandy board of directors to comply with all
legal and regulatory requirements and their fiduciary and statutory duties.

                                      114



  11.4 EFFECTS OF THE OFFER ON THE MARKET FOR ORDINARY SHARES OF NORMANDY AND
  NORMANDY ADSS

   After the completion of the offer, in addition to the possible effects
outlined in sections 11.2 and 11.3, the number of Normandy shareholders or
Normandy ADS holders and the number of ordinary shares of Normandy or Normandy
ADSs remaining in public circulation may be reduced to a level that there will
be a less active trading market for ordinary shares of Normandy or Normandy
ADSs. This may adversely affect the market price of remaining ordinary shares
of Normandy or Normandy ADSs.

  11.5 BUSINESS, ASSETS AND EMPLOYEES

   Other than as set out in this section 11, it is our present intention:


   (a) to continue the business of Normandy;

   (b) not to make any major changes to the business of Normandy and not to
       re-deploy any of the fixed assets of Normandy; and

   (c) to maintain the employment of substantially all of Normandy's existing
       employees.

                                      115



12  SHARE INFORMATION

  12.1 SHARE CAPITAL OF NEWMONT

       As at November 30, 2001, Newmont had:

      .  issued and outstanding 196,129,592 shares of common stock, US$1.60 par
         value;

      .  issued and outstanding 2,299,980 shares of $3.25 convertible preferred
         stock, US$5.00 par value.

  12.2 LISTING ON OTHER EXCHANGES


   Newmont is a company incorporated in Delaware. Our shares are listed on the
NYSE under the symbol "NEM" and a supplemental listing application has been
submitted to list the shares to be issued in connection with the transaction.
We have filed an application to list our common stock on the ASX in the form of
CDIs.

  12.3 COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF NEWMONT AND NORMANDY


   We are incorporated under the laws of Delaware and Normandy is incorporated
under the laws of Australia. If the offer is completed, Normandy shareholders
exchanging their ordinary shares of Normandy (including shares represented by
Normandy ADSs) under the offer, whose rights are currently governed by the laws
of Australia and the constitution of Normandy, will, upon completion of the
offer, become holders of shares of our common stock in the form of shares of
our common stock or Newmont CDIs and their rights as such will be governed by
the Delaware General Corporation Law, the U.S. Securities Act of 1933, as
amended, the U.S. Securities Exchange Act of 1934, as amended, and the NYSE
listing requirements, as well as our restated certificate of incorporation and
by-laws. The material differences between the rights of holders of ordinary
shares of Normandy and the rights of holders of shares of our common stock,
resulting from the differences in our governing documents and governing laws,
are summarized below. In addition, where applicable, the summary below outlines
material differences between the rights of holders of shares of Newmont and
Delta Holdco Corp. ("Holdco"), a Delaware corporation whose certificate of
incorporation and by-laws are substantially similar to those of Newmont. The
following summary does not contain all the information that may be important to
you and is qualified in its entirety by reference to the laws of Delaware and
Australia and the governing corporate documents of Newmont and Normandy. To
learn how to obtain copies of the governing corporate documents of Newmont and
Normandy, see section 8.3, "Information about Newmont--Where you can find more
information on Newmont," on page 96 and section 9.5, "Information about
Normandy--Where you can find more information on Normandy" on page 109,
respectively.



                                                         
                            RIGHTS OF HOLDERS OF                           RIGHTS OF HOLDERS OF
                               NEWMONT SHARES                                 NORMANDY SHARES
              ------------------------------------------------ ---------------------------------------------
Amendment of  Our restated certificate of incorporation may    Under the Corporations Act, a company may by
constitutive  generally be amended if the change is            special resolution (75% of shareholders who
documents     proposed by our board of directors and           vote) amend or repeal its constitution or any
              approved by the holders of a majority of         provision of its constitution.
              outstanding voting stock. However, the vote
              of at least 80% of all classes of stock entitled
              to vote in elections of directors is required to
              amend the charter provisions relating to a
              supermajority vote for certain mergers,
              consolidations and transactions with
              beneficial owners of more than 10% of the
              outstanding shares entitled to vote in
              elections of directors.

              Subject to the by-laws made by the
              stockholders, our board of directors may
              make by-laws, and from time to time may
              alter, amend or repeal any by-law or by-laws.
              However, any by-law made by the board of
              directors may be altered or repealed by the
              stockholders.

              The certificate of incorporation of Holdco
              clarifies the board of directors' authority to
              make, alter, amend or repeal by-laws, subject
              to alteration or repeal by the stockholders at
              any annual meeting or at a special meeting
              where notice has been provided of the
              proposed alteration or repeal.


                                      116




                                                       
                          RIGHTS OF HOLDERS OF                            RIGHTS OF HOLDERS OF
                             NEWMONT SHARES                                  NORMANDY SHARES
             ----------------------------------------------- -----------------------------------------------
Voting       Each share of common stock confers the          Each share (subject to any specific terms of
             right to one vote at all general meetings.      issue) confers the right to vote at all general
                                                             meetings. On a show of hands, each
             The restated certificate of incorporation and   shareholder present in person, or by proxy,
             the certificate of designation of the $3.25     representative or attorney has one vote. If a
             Convertible Preferred Stock provide for         poll is held, shareholders present in person
             default voting rights: whenever dividends on    or by their proxy, representative or attorney
             the Convertible Preferred Stock are in          will have one vote for each fully paid share
             arrears in an amount equal to at least six      held (and the equivalent fraction for partly
             quarterly dividends (whether or not             paid shares). A poll may be demanded by
             consecutive), the number of members of the      the chairman of the general meeting, at least
             board of directors will be increased by two.    three voting members, or by any number of
             These two directors will be elected by the      members holding either at least 5% of the
             holders of the Convertible Preferred Stock,     total voting rights or voting shares on which
             voting separately as a class. The term of       the total amount paid up is at least 5% of the
             these additional directors, and the right of    total paid up on all voting shares. There are
             the holders of the Convertible Preferred        no limitations on the right of non-Australian
             Stock to elect them, terminate when the         shareholders to hold or exercise voting
             company pays or sets apart for payment all      rights attaching to any shares in the
             accrued and unpaid dividends on the             company.
             Convertible Preferred Stock.

             All matters other than elections of directors
             are generally decided by a majority vote
             viva voce of the stockholders present in
             person or by proxy.

Class voting Our restated certificate of incorporation       The Corporations Act and Normandy's
             provides that, except as otherwise provided     constitution require voting by separate
             by the restated certificate of incorporation or classes of shares only with respect to a
             Delaware law, our common stock and              variation of class rights.
             preferred stock (and any other capital stock
             that is entitled to vote) will vote together as
             a class.

             Delaware law requires voting by separate
             classes only with respect to certificate of
             incorporation amendments that adversely
             affect the holders of those classes or that
             increase or decrease the aggregate number
             of authorized shares or the par value of the
             shares of any of those classes.

Dividends    Dividends upon our capital stock may be         The shares will (unless the terms of issue
             declared by the board of directors, payable     provide otherwise) participate fully in all
             in cash, in property or in shares of our        dividends according to the amount paid up
             capital stock.                                  on each share. The board may deduct from
                                                             any cash dividend any money owed to the
             The shares of our $3.25 Convertible             company by a shareholder. No dividends
             Preferred Stock rank prior to our common        shall be payable except out of the profits of
             stock as to payment of dividends. Holders of    the company.
             Convertible Preferred Stock are entitled to
             receive dividends at the rate of $3.25 per      The holders of Normandy shares, registered
             annum per share.                                as at a record date, are entitled to receive
                                                             dividends as declared by the company.


                                      117




                                                         
                            RIGHTS OF HOLDERS OF                             RIGHTS OF HOLDERS OF
                               NEWMONT SHARES                                  NORMANDY SHARES
               ----------------------------------------------- ------------------------------------------------
Directors:     Our by-laws state that our board shall          The Corporations Act requires that
Qualification  consist of not less than eight and not more     Normandy have at least three directors
and number of  than fifteen directors (this number can be      (excluding alternate directors), at least two
directors      changed by the by-laws). Within these           of whom ordinarily reside in Australia.
               limits, the number of directors is determined   Normandy's constitution limits the number
               from time to time by the vote of a majority     of directors to a maximum of 10 (excluding
               of the directors then in office. Directors hold alternate directors). As of the date of this
               office until the next annual meeting of         offer document, Normandy has seven
               stockholders and until their respective         directors. The constitution allows Normandy
               successors are elected and qualified.           to vary the number of its directors in general
               Directors need not be stockholders. As of       meetings, provided that the variation falls
               the date of this offer document, we have        within the above requirements of the
               twelve directors.                               Corporations Act. Normandy's constitution
                                                               does not require directors to hold any
               If the number of directors is increased, the    Normandy shares to qualify them for
               additional directors may be elected by the      appointment as directors.
               directors or by the stockholders at an annual
               or special meeting, as provided in the by-
               laws.

               The by-laws of Holdco will permit Holdco
               to have up to 17 directors.

Removal of     Any of our directors may resign at any time     Any of Normandy's directors may resign at
directors and  upon written notice to us.                      any time by giving notice in writing to
fillingof                                                      Normandy. The Corporations Act provides
vacancies      Vacancies on our board of directors through     that directors may be removed by a vote of
               death, resignation or otherwise (including      the majority of shareholders at a meeting of
               newly created directorships resulting from      which special notice has been given. The
               an increase in the number of directors), may    directors cannot remove a director from
               be filled by the affirmative vote of a          office or require a director to vacate their
               majority of the directors then in office,       office.
               though less than a quorum, for the unexpired
               portion of the term of the director whose       Normandy's constitution provides that the
               office is vacant, and until the election of a   directors may appoint any person as a
               successor.                                      director (other than an alternate director)
                                                               either to fill a casual vacancy or as an
                                                               addition to the board, provided that the
                                                               maximum permitted number of directors is
                                                               not exceeded.

Rotation of    None.                                           Normandy's constitution specifies that
directors                                                      directors appointed to fill casual vacancies
                                                               and directors appointed by an extraordinary
                                                               general meeting, each since the previous
                                                               annual general meeting, and otherwise the
                                                               longest serving one-third of directors (or if
                                                               that is not a whole number the next lowest
                                                               whole number), excluding the managing
                                                               director and alternate directors, must retire
                                                               from office at each annual general meeting.
                                                               Any other director, who without
                                                               reappointment would hold office for more
                                                               than three years at the time of the next
                                                               annual general meeting, must also retire.
                                                               Retiring directors are eligible for re-election.


                                      118




                                                         
                            RIGHTS OF HOLDERS OF                            RIGHTS OF HOLDERS OF
                               NEWMONT SHARES                                 NORMANDY SHARES
               ----------------------------------------------- ----------------------------------------------
Quorum of      Our by-laws provide that a quorum for any       Normandy's constitution provides that a
stockholders   meeting of stockholders consists of the         quorum for a general meeting consists of
for ageneral   holders of record of a majority of our capital  three shareholders present in person or by
meeting        stock issued and outstanding and entitled to    proxy, attorney or representative. If a
               vote at the meeting.                            quorum is not achieved for a meeting
                                                               convened by a requisition of members, the
                                                               meeting is dissolved. All other meetings at
                                                               which a quorum is not achieved will be
                                                               adjourned to the day, time and place
                                                               determined by the board, or, failing
                                                               determination, the same day in the next
                                                               week at the same time and place. If a
                                                               quorum is not achieved at the adjourned
                                                               meeting, two natural persons, each being or
                                                               representing a voting member, constitute a
                                                               quorum. If a quorum is still not present, the
                                                               meeting is dissolved.

Calling of     Special meetings of our stockholders may be     The Corporations Act requires Normandy's
special        called by                                       directors to call and arrange to hold a
meetings of                                                    general meeting on the request of either
stockholders   .    Our board of directors;                    members holding at least 5% of the votes
                                                               that may be cast at the meeting, or at least
               .    the Chairman of the Board; or              100 members entitled to vote at the meeting.
                                                               The directors must call the meeting within
               .    the President.                             21 days after the request is given to the
                                                               company, and the meeting must be held not
               Special meetings must be called by the          later than two months after the request is
               Chairman of the Board or the President or       given to the company. If the directors fail to
               the Secretary upon a written request stating    call the meeting within 21 days, members
               the purpose of the meeting and signed by:       holding at least 50% of the votes held by all
                                                               requisitionists may call and arrange to hold
               .    a majority of our board of directors;      the meeting. The meeting must be held not
                   or                                          later than three months after the initial
                                                               request is given to the company. Under the
               .    stockholders owning 25% of our             Corporations Act, members holding at least
                   stock entitled to vote at the meeting.      5% of the votes that can be cast at a general
                                                               meeting may also call, and arrange to hold, a
                                                               general meeting, but this must be done at
                                                               their own expense.

Notice of      Written notice of every stockholder meeting,    As a listed company incorporated in
stockholder    stating the time, place and purposes of the     Australia, Normandy must give its
meetings       meeting, must be given personally or by         shareholders at least 28 days' notice of a
               mail, not less than ten days nor more than      meeting of members. Each shareholder is
               sixty days before the date on which the         entitled to individual written notice of each
               meeting is to be held, to each stockholder of   general meeting and has the right to be
               record entitled to vote at that meeting. In the present and to speak at that meeting.
               event of a special meeting called upon the
               written request of stockholders, the notice
               must describe any business set forth in the
               statement of purpose in such written request
               as well as any additional business proposed
               to be conducted at the meeting by our board
               of directors.


                                      119





                                                 RIGHTS OF HOLDERS OF                          RIGHTS OF HOLDERS OF
                                                    NEWMONT SHARES                               NORMANDY SHARES
                                     --------------------------------------------- ---------------------------------------------
                                                                             
Stockholder action without a meeting Our stockholders may consent in writing       Normandy, as a public company, is not
                                     without a meeting to the taking of any action permitted to pass resolutions on the basis of
                                     that is required to be or may be taken at any written consent from shareholders.
                                     annual or special meeting, as long as written
                                     consents are signed by the holders of
                                     outstanding stock having not less than the
                                     minimum number of votes that would be
                                     necessary to authorize or to take such action
                                     if the actual meeting took place.

                                     Delaware law provides that stockholders
                                     may, unless the certificate of incorporation
                                     otherwise provides, act by written consent to
                                     elect directors; however, if such consent is
                                     less than unanimous, such action by written
                                     consent may be in lieu of holding an annual
                                     meeting only if all of the directorships to
                                     which directors could be elected at an annual
                                     meeting held at the effective time of such
                                     action are vacant and are filled by such
                                     action.

Appointment of directors             Our directors may be nominated at an annual   Directors of Normandy may be appointed at
                                     meeting of stockholders                       the annual general meeting of Normandy
                                                                                   shareholders. A person must have given the
                                     .    pursuant to our notice of meeting;       company a signed consent to act as a
                                                                                   director before being appointed. Except in
                                     .    by or at the direction of our board of   the case of existing directors retiring
                                         directors; or                             automatically under the constitution, any
                                                                                   person not recommended for appointment by
                                     .    by any Newmont stockholder who           the board is only eligible for appointment
                                         was a stockholder of record at the        where the signed consent is received at least
                                         time of giving of notice who is           35 business days before a general meeting
                                         entitled to vote at the meeting and       called by directors and at least 30 business
                                         who complies with the appropriate         days before a general meeting that members
                                         notice procedures.                        have.

                                     Our directors may also be nominated at a
                                     special meeting of stockholders at which
                                     directors are to be elected pursuant to our
                                     notice of meeting

                                     .    by or at the direction of our board of
                                         directors; or

                                     .    if our board of directors has
                                         determined that directors will be
                                         elected at the special meeting, by any
                                         Newmont stockholder who is a
                                         stockholder of record at the time of
                                         giving of notice of the special
                                         meeting who is entitled to vote at the
                                         meeting and who complies with the
                                         appropriate notice procedures.

                                     All elections of directors are by a plurality
                                     vote by ballot.

                                     The Chairman of the Board and the
                                     President must be directors.


                                      120





                                    RIGHTS OF HOLDERS OF                            RIGHTS OF HOLDERS OF
                                       NEWMONT SHARES                                 NORMANDY SHARES
                       ---------------------------------------------- ------------------------------------------------
                                                                
Corporate governance   Newmont's code of conduct, which must be       Normandy's stated corporate governance
                       observed by all employees and directors,       policies include:
                       requires compliance with applicable
                       securities and other laws and regulations, the Restrictions on trading in securities of the
                       existence of an internal audit department      Normandy group by its employees, directors
                       which interacts directly with the Audit        and associates, a code of conduct which
                       Committee of the Board of Directors and the    must be observed by all employees and
                       use of board committees with, in some          directors, the conduct of an internal audit
                       cases, approved charters.                      under formal charter, implementation of an
                                                                      integrated risk management system, and the
                                                                      use of board committees with board
                                                                      approved written terms of reference.

Shareholder proposals  If a special meeting is called upon the        The Corporations Act provides that a notice
                       written request of stockholders, the notice of of meeting of a company's members must
                       meeting must describe any business set forth   state the general nature of the meeting's
                       in the statement of purpose in that written    business. The nature of all the business
                       request as well as any additional business     which is required to be dealt with at an
                       proposed to be conducted at the meeting by     annual general meeting need not be
                       the board of directors.                        specified in the notice of that meeting.

                       Any Newmont stockholder who was a              Members holding at least 5% of the votes
                       stockholder of record at the time of giving of that may be cast on the resolution, or at least
                       notice of the stockholder meeting who is       100 members entitled to vote at a general
                       entitled to vote at the meeting and who        meeting, may give the company notice of a
                       complies with the appropriate notice           resolution that they propose to move at a
                       procedures may make nominations of             general meeting. The company must then
                       persons for election to the board of directors give notice of this resolution, provided it is
                       or propose business to be considered by the    not too long or defamatory, to all members
                       stockholders at the stockholder meeting.       (at its cost if received in time to be sent with
                                                                      the notice of meeting) and consider the
                       In addition, U.S. federal securities laws      resolution at the next general meeting
                       provide guidelines for a corporation's         occurring more than two months after notice
                       inclusion of shareholder proposals in its      is given to the company. Members satisfying
                       proxy materials for stockholder meetings.      the above thresholds may request
                                                                      distribution of a statement relating to any
                                                                      resolution proposed to be moved at a general
                                                                      meeting, or any other matter to be
                                                                      considered at a general meeting.

Business of the annual We will hold an annual meeting in each year    The business of an annual general meeting
general meeting        at such place and on such date and at such     may include any of the following, even if
                       time as our board of directors designates by   not referred to in the notice of meeting:
                       resolution, for the purpose of electing
                       directors and transacting such other business  .    considering the annual financial
                       as may properly be brought before the              report, directors' report and auditor's
                       meeting.                                           report;

                                                                      .    the election of directors;

                                                                      .    the appointment of the auditor; and

                                                                      .    the fixing of the auditor's
                                                                          remuneration.

                                                                      The chair of an annual general meeting must
                                                                      allow a reasonable opportunity for the
                                                                      members as a whole at the meeting to ask
                                                                      questions about or make comments on the
                                                                      management of the company. If the auditor
                                                                      or the auditor's representative is present, the
                                                                      members must also be allowed a reasonable
                                                                      opportunity to ask questions relevant to the
                                                                      conduct of the audit and the preparation and
                                                                      content of the auditor's report.


                                      121





                                            RIGHTS OF HOLDERS OF                           RIGHTS OF HOLDERS OF
                                               NEWMONT SHARES                                NORMANDY SHARES
                                --------------------------------------------- ----------------------------------------------
                                                                        
Vote required for extraordinary Delaware law provides that:                   The Corporations Act requires certain
corporate transactions                                                        matters to be resolved by a company by
                                .    a domestic corporation may change        special resolution, including:
                                    its corporate name by amending its
                                    certificate of incorporation. The         .    the change of name of a company;
                                    board of directors must adopt a
                                    resolution setting forth the              .    a selective reduction of capital or
                                    amendment proposed, declaring its             selective buy-back;
                                    advisability and either calling a
                                    special meeting or directing that the     .    the conversion of a company from
                                    amendment proposed be considered              one type or form to another; and
                                    at the next annual meeting of
                                    stockholders. The amendment will be       .    a decision to wind up the company
                                    adopted if it receives the affirmative        voluntarily.
                                    vote of a majority of the outstanding
                                    stock entitled to vote at the annual or   Under the Corporations Act, a special
                                    special meeting, and a majority of        resolution may be passed by the company if
                                    the outstanding stock of each class       not less than 28 days' notice of a general
                                    entitled to vote as a class;              meeting is given, specifying the intention to
                                                                              propose the special resolution and stating the
                                .    a corporation may, by resolution of      resolution. A special resolution may only be
                                    its board of directors, reduce its        passed by a vote of at least 75% of the votes
                                    capital in any of four ways               cast by members entitled to vote on the
                                    enumerated by Delaware law;               resolution. A scheme of arrangement must
                                                                              be approved by a majority in number of the
                                .    a domestic corporation may convert       members (in the relevant class) present and
                                    to a limited liability company,           voting either in person or by proxy, and also
                                    limited partnership or business trust     by a vote of 75% of the votes cast on the
                                    of Delaware if the board of directors     resolution. The scheme is also subject to
                                    adopts a resolution approving the         court approval.
                                    conversion, specifying the type of
                                    entity into which the corporation will
                                    be converted and recommending the
                                    approval of the conversion by the
                                    stockholders of the corporation. This
                                    resolution must be submitted to the
                                    stockholders of the corporation at an
                                    annual or special meeting and must
                                    be approved by the holders of all
                                    outstanding shares of stock of the
                                    corporation, whether voting or
                                    nonvoting; and

                                .    To dissolve a corporation, the board
                                    must adopt a resolution deeming it
                                    advisable that the corporation be
                                    dissolved. The resolution must be
                                    adopted by a majority of the entire
                                    board at any meeting called for that
                                    purpose. The proposed dissolution
                                    must receive the affirmative vote of a
                                    majority of the outstanding stock of
                                    the corporation entitled to vote at the
                                    stockholder meeting at which the
                                    proposed dissolution is presented.
                                    Dissolution of the corporation may
                                    also be authorized without action of
                                    the directors if all the stockholders
                                    entitled to vote on the dissolution
                                    consent in writing. The resolution
                                    authorizing a proposed dissolution
                                    may provide that notwithstanding
                                    authorization or consent to the


                                      122





                            RIGHTS OF HOLDERS OF                            RIGHTS OF HOLDERS OF
                               NEWMONT SHARES                                 NORMANDY SHARES
               ----------------------------------------------- ----------------------------------------------
                                                         
                   proposed dissolution by the
                   stockholders, the board of directors
                   may abandon the proposed dissolution
                   without further action by the
                   stockholders.

               Our restated certificate of incorporation
               provides that directors shall have the power,
               with the consent in writing of the holders of a
               majority of our voting stock issued and
               outstanding, or upon the affirmative vote of
               the holders of a majority of our stock issued
               and outstanding having voting power, to sell,
               lease or exchange all of our company's
               property and assets, including its good will
               and its corporate franchises, for cash or for
               fully paid stock or bonds or both or other
               obligations of any company upon such terms
               and conditions as our board of directors deems
               expedient and for the best interests of our
               company.

Provisions     Delaware law generally provides that any        The Corporations Act prohibits an acquisition
affecting      person that acquires 15% or more of a           of shares in a company if, after the
control share  corporation's voting stock may not engage in    acquisition:
acquisitions   a wide range of business combinations with
andbusiness    the corporation for a period of three years,    .    any person's voting power in the
combinations   unless:                                             company would increase beyond 20%;
                                                                   or
               .    the board of directors of the
                   corporation has approved, prior to the      .    any person's voting power in a
                   acquisition date, either the business           company that is above 20% and below
                   combination or the transaction that             90%, increases.
                   resulted in the person becoming an
                   interested stockholder;                     There are a number of permitted methods to
                                                               exceed the 20% level, including:
               .    upon consummation of the transaction
                   that resulted in the person becoming an     .    an off-market takeover bid made to all
                   interested stockholder, the person              shareholders which may be for all or a
                   owns at least 85% of the corporation's          nominated proportion of their
                   voting stock (excluding shares owned            shareholding;
                   by directors who are officers and
                   shares owned by employee stock plans        .    an unconditional on-market
                   in which participants do not have the           takeoverbid on the ASX;
                   right to determine confidentially
                   whether shares will be tendered in a        .    acquisitions of not more than 3% of
                   tender or exchange offer); or                   voting shares every six months, by a
                                                                   person who already holds at least 19%
               .    the business combination is approved           of voting power; and
                   by the board of directors and
                   authorized by the vote of at least two-     .    acquisitions approved by ordinary
                   thirds of the outstanding voting stock          resolution of shareholders who are
                   not owned by the interested                     unassociated with the parties to the
                   stockholder.                                    transaction.

                                                               Normandy's constitution prohibits the transfer
                                                               of Normandy shares under a proportional
                                                               takeover bid unless the bid had been approved
                                                               by a simple majority of shareholders in
                                                               general meeting.



                                      123





                              RIGHTS OF HOLDERS OF                          RIGHTS OF HOLDERS OF
                                 NEWMONT SHARES                               NORMANDY SHARES
               -------------------------------------------------- ----------------------------------------
                                                            
               These restrictions on interested stockholders
               do not apply under some circumstances,
               including if the corporation, by action of its
               stockholders, adopts an amendment to its
               certificate of incorporation or by-laws
               expressly electing not to be governed by these
               provisions of Delaware law. The amendment
               will be effective twelve months thereafter.

               Neither our restated certificate of
               incorporation nor our by-laws contain a
               provision electing not to be governed by these
               provisions of Delaware law. Rather, our
               restated certificate of incorporation provides
               that, with some exceptions, the sale or lease of
               all or any substantial part of our assets to, or
               any sale or lease to us or any of our
               subsidiaries in exchange for our securities of
               any assets of any other corporation, person or
               other entity that is the beneficial owner of
               more than 10% of the outstanding shares of
               stock entitled to vote in elections of directors
               requires the affirmative vote of at least 80% of
               all classes of stock entitled to vote in elections
               of directors. This requirement is not
               applicable, however, if our board of directors
               by resolution approves a memorandum of
               understanding with the other corporation,
               person or entity prior to the time that the other
               corporation, person or entity becomes a holder
               of more than 10% of the outstanding shares of
               our stock entitled to vote in elections of
               directors. This requirement is also not
               applicable to any sale or lease to us or any of
               our subsidiaries of any of the assets of any
               corporation of which a majority of the
               outstanding shares of all classes of stock
               entitled to vote in elections of directors is
               owned by us or our subsidiaries.

Mergers,       Delaware law requires approval of mergers or       See "Provisions Affecting Control Share
acquisitions,  consolidations by a majority of the                Acquisitions and Business Combinations."
share          outstanding voting stock, unless the
purchases and  corporation's certificate of incorporation
certain other  specifies a different percentage. Our restated
transactions   certificate of incorporation requires an
               additional vote or consent of the holders of
               80% of all classes of stock entitled to vote in
               elections of directors for the adoption of any
               agreement providing for a merger or
               consolidation with a corporation that is the
               beneficial owner of more than 10% of the
               outstanding shares of stock entitled to vote in
               the election of directors. This requirement is
               not applicable, however, if our board of
               directors by resolution approves a
               memorandum of understanding with the other
               corporation, person or entity prior to the time
               that the other corporation, person or entity
               becomes a holder of more than 10% of the
               outstanding shares of our stock entitled to vote
               in elections of directors. This requirement also
               is not applicable to any merger or


                                      124





                                            RIGHTS OF HOLDERS OF                              RIGHTS OF HOLDERS OF
                                               NEWMONT SHARES                                   NORMANDY SHARES
                             -------------------------------------------------- ------------------------------------------------
                                                                          
                             consolidation of us with a corporation of
                             which a majority of the outstanding shares of
                             all classes of stock entitled to vote in elections
                             of directors is owned by us or our subsidiaries.

Right to inspect corporate   Our restated certificate of incorporation is on    Under the Corporations Act, every member of
books and records            file with the Secretary of State of Delaware.      a company at the member's request and on
                                                                                payment of any fee (up to a prescribed
                             Delaware law provides that any stockholder         amount) must be sent a copy of the
                             shall, upon written demand under oath stating      constitution within seven days. The
                             the purpose thereof, have the right during the     constitution of a public company (and any
                             usual hours for business to inspect for any        modification to it) is also lodged with ASIC
                             proper purpose the corporation's stock ledger,     and may be obtained by any member of the
                             stockholder list and its other books and           public on payment of a prescribed fee. The
                             records and to make copies or extracts             company's certificate of registration is issued
                             therefrom. If the corporation refuses to permit    by ASIC. ASIC keeps a record of the
                             the stockholder's inspection or does not reply     registration and is obliged to give a person,
                             to the stockholder's written demand, the           upon request, a copy of the certificate
                             stockholder may seek remedy in the Delaware        (certified if required).
                             Court of Chancery.
                                                                                Under the Corporations Act, each member is
                             Our restated certificate of incorporation          entitled to receive a copy of the company's
                             provides that the directors from time to time      last annual financial report, directors' report
                             may determine whether and to what extent,          and auditor's report, or a concise report for
                             and at what times and places and under what        that financial year, by the later of seven days
                             conditions and regulations, the accounts and       after the request is received by the company
                             books of the corporation (other than the stock     and either four months after the end of the
                             ledger), or any of them, shall be open to the      financial year or 21 days before the next
                             inspection of the stockholders. No stockholder     annual general meeting (whichever is earlier).
                             shall have the right to inspect any account or     Normandy's constitution provides that the
                             book or document of the corporation, unless        company must keep accounting records. It
                             expressly so authorized by statute or by a         gives members no right to inspect any
                             resolution of the stockholders or the directors.   information concerning Normandy's affairs,
                                                                                except as provided by the Corporations Act or
                                                                                as permitted by the board.

                                                                                Under the Corporations Act, a member must
                                                                                obtain a court order to obtain access to the
                                                                                corporate books and records.

Right to inspect             Delaware law and our by-laws provide that for      Under the Corporations Act, the register of
the register of stockholders every stockholder meeting, a complete list of      members of a company is usually kept at the
                             the stockholders entitled to vote at the meeting   registered office or principal place of business
                             must be made and be open to the examination        in Australia, and must be available for
                             of any stockholder during ordinary business        inspection at all times when the registered
                             hours for at least ten days prior to the meeting   office is open to the public. Normandy's
                             at the corporation's principal place of            constitution states that, subject to the
                             business. Delaware law provides that the           Corporations Act and the ASX Listing Rules,
                             stockholder list may also be made available on     the board may close the register at such times
                             a reasonably accessible electronic network,        as it determines. Members may inspect the
                             provided that the information required to gain     register free of charge, and any other person
                             access to the list is provided with the notice of  may inspect upon payment of any fee (up to a
                             the meeting. The list must be produced at the      prescribed amount) required by the company.
                             meeting and be subject at all times during the     Normandy must give a person a copy of the
                             meeting to the inspection of any stockholder       register (or any part of the register) within
                             present.                                           seven days if the person asks for a copy and
                                                                                pays the requested fee (up to a prescribed
                                                                                amount).

                                                                                This also applies in respect of Normandy's
                                                                                register of option holders and debenture
                                                                                holders. In addition, the company must keep a
                                                                                register of charges which may be inspected by
                                                                                members on payment of a fee.


                                      125





                              RIGHTS OF HOLDERS OF                             RIGHTS OF HOLDERS OF
                                 NEWMONT SHARES                                  NORMANDY SHARES
                ------------------------------------------------ -------------------------------------------------
                                                           
Derivative      Under Delaware common law, a stockholder         A member of a company no longer has the
action and      may bring a derivative action on behalf of the   right to bring a common law action on behalf
stockholder     corporation where those in control of the        of the company. The member must instead
class action    corporation have refused to assert a claim       bring a statutory derivative action under the
suits           belonging to the corporation (and to the         Corporations Act.
                stockholders collectively).
                                                                 Under the Corporations Act, a statutory
                Under Delaware law, a stockholder who            derivative action may be instituted by a
                wishes to bring a derivative suit must meet      member, former member, or person entitled to
                certain eligibility and standing requirements,   be registered as a member, of a company. It
                including a requirement that the plaintiff have  can also be brought by an officer or former
                been a stockholder of the corporation at the     officer. In all cases leave of the court is
                time of the act of which he complains and that   required. This will be granted if it is probable
                he maintain his status as a stockholder          that the company will not itself bring the
                throughout the course of the litigation. In      proceedings or properly take responsibility for
                addition, a derivative plaintiff must make a     them, the applicant is acting in good faith, the
                demand on the directors of the corporation to    granting of leave is in the best interests of the
                assert the corporate claim, unless that demand   company and there is a serious question to be
                would be futile.                                 tried. 14 days written notice must usually be
                                                                 given to the company before making the
                Settlement or dismissal of a derivative action   application. The proceedings can be instituted
                requires the approval of the Court and notice    even if the company has ratified or approved
                to stockholders of the proposed dismissal.       the conduct, although the court will take the
                                                                 ratification into account when making orders.
                                                                 Bringing a statutory derivative action will not
                                                                 prevent a member bringing, or intervening in,
                                                                 proceedings on their own behalf in respect of a
                                                                 personal right.

Oppression      None.                                            Under the Corporations Act any member can
remedy                                                           bring an action in cases of conduct which are
                                                                 either contrary to the interests of the members
                                                                 as a whole, or oppressive to, unfairly
                                                                 prejudicial to, or unfairly discriminatory
                                                                 against, any member in his capacity as
                                                                 member, or himself in a capacity other than as
                                                                 a member. Former members can also bring an
                                                                 action if it relates to the circumstances in
                                                                 which they ceased to be members. The court
                                                                 may make orders that it considers appropriate,
                                                                 including orders regulating the future conduct
                                                                 of the company's affairs or for the purchase of
                                                                 any shares by any member. The court can also
                                                                 order the modification or repeal of the
                                                                 company's existing constitution.

                Delaware law provides that a corporation may     The Corporations Act provides that a company
Indemnification indemnify a director, or officer, employee or    and its related bodies must not exempt or
of officers     agent against expenses (including attorneys'     indemnify the company's officers or auditor
and directors   fees), judgments, fines and amounts paid in      from liability owed to the company or a
                settlement actually and reasonably (other than   related body. The company must also not
                in an action by or in the right of the           indemnify its officers or auditor from liability
                corporation) incurred by such individual,        for fines and compensation orders, and
                provided the individual acted in good faith and  liability owed to anyone arising out of conduct
                in a manner the individual reasonably believed   which was not in good faith. In these
                to be in or not opposed to the best interests of circumstances the person is also not allowed
                the corporation and, with respect to any         an indemnity for related legal costs. The
                criminal proceeding, had no reason to believe    company can otherwise indemnify for costs
                the conduct was unlawful. For actions or suits   incurred defending or resisting criminal
                brought by or in the name of the corporation, a  proceedings in which the person is not found
                corporation may indemnify a director, or         guilty and proceedings brought by ASIC or a
                officer, employee or agent against expenses      liquidator where the grounds for the court
                incurred if the individual acted in good faith   order are not established. Legal costs are
                and in a manner the individual reasonably        allowed in proceedings for relief granted by
                believed to be in or not opposed to the best     the court. The company must not pay an
                interests of the corporation, except that if the insurance premium for liabilities of its officers
                individual is adjudged to be liable to the       or auditor where the liabilities arise out of a
                corporation, the individual can be indemnified   willful breach of duty against the company, or
                                                                 an improper use of position or company
                                                                 information.


                                      126





                                    RIGHTS OF HOLDERS OF                               RIGHTS OF HOLDERS OF
                                       NEWMONT SHARES                                    NORMANDY SHARES
                     -------------------------------------------------- --------------------------------------------------
                                                                  
                     if and only to the extent that a court
                     determines that despite the adjudication of        Section 1318 of the Corporations Act allows
                     liability, the individual is fairly and reasonably the court to grant relief to any officer or
                     entitled to indemnity.                             auditor of a company in a civil proceeding for
                                                                        negligence, default, breach of duty or breach
                     Our restated certificate of incorporation          of trust, if it appears to the court that the
                     provides that we will indemnify each director      person is or may be liable but has acted
                     and officer to the fullest extent permitted by     honestly and, having regard to all the
                     applicable law, except as may be otherwise         circumstances of the case, including those
                     provided in our by-laws. Our restated              connected with the appointment, that person
                     certificate of incorporation expressly             ought fairly to be excused. The court may
                     authorizes our board of directors to amend the     relieve the person from liability either wholly
                     by-laws from time to time to give full effect to   or partly, on such terms as the court deems fit.
                     the indemnification provision, notwithstanding
                     the possible self-interest of the directors in the Normandy's constitution provides that, to the
                     action being taken.                                maximum extent permitted by law, every
                                                                        person who is or has been a director, secretary
                     Our by-laws also provide that any person           or executive officer of Normandy or of any
                     entitled to be indemnified may elect to have the   other company as Normandy's nominee, will
                     right to indemnification interpreted on the basis  be indemnified against any liability incurred in
                     of the applicable law in effect at the time of the that capacity and against any costs and
                     occurrence of the event or events giving rise to   expenses incurred in defending civil or
                     the action, suit or proceeding, to the extent      criminal proceedings in respect of the liability
                     permitted by applicable law, or on the basis of    or that person's conduct. The indemnity is
                     the applicable law in effect at the time           subject to the person's co-operation in
                     indemnification is sought.                         facilitating Normandy's supervision and
                                                                        direction of the defense. The constitution also
                     Holdco's certificate of incorporation states       allows Normandy to pay insurance premiums
                     that the corporation will indemnify each           for costs and expenses incurred in defending
                     director and officer to the fullest extent         proceedings relating to an officer's position
                     permitted by applicable law, without               with the company, regardless of their
                     qualification by its by-laws.                      outcome.

Directors' liability Delaware law provides that a corporation may       Under Australian common law, directors are
                     include in its certificate of incorporation a      required to comply with certain fiduciary
                     provision eliminating or limiting the personal     obligations to the company. These fiduciary
                     liability of a director to the corporation or its  duties include: the duty to act in good faith in
                     stockholders for monetary damages for breach       the interests of the company; the duty to act
                     of fiduciary duty as a director. However, the      for a proper purpose; the duty not to fetter
                     provision may not eliminate or limit the           their discretion; the duty to exercise care, skill
                     liability of a director for:                       and diligence; the duty to avoid conflicts of
                                                                        interest; the duty not to use their position to
                     .    breach of the duty of loyalty;                advantage, and to account to the company for
                                                                        any consequent gain; and the duty not to
                     .    acts or omissions not in good faith or        misappropriate company property for their
                         that involve intentional misconduct or         own or third party benefit. In addition to these
                         a knowing violation of law;                    common law duties, directors of Australian
                                                                        companies are required to comply with a
                     .    unlawful payments of dividends,               number of statutory duties imposed by the
                         certain stock repurchases or                   Corporations Act, which are, in part, similar to
                         redemptions; or                                the fiduciary duties of directors.

                     .    any transaction from which the
                         director derived an improper personal
                         benefit.

                     Our restated certificate of incorporation
                     contains a provision eliminating the personal
                     liability of a director to us and our
                     stockholders for monetary damages for breach
                     of fiduciary duty as a director, except as
                     restricted by Delaware law.


                                      127





                             RIGHTS OF HOLDERS OF                              RIGHTS OF HOLDERS OF
                                NEWMONT SHARES                                   NORMANDY SHARES
               ------------------------------------------------- -------------------------------------------------
                                                           
Transactions   Delaware law provides that a contract or          The Corporations Act prohibits a public
involving      transaction between a corporation and one or      company from giving directors a financial
directorsand   more of its directors or officers will not be     benefit unless it obtains the approval of the
officers       void or voidable solely for this reason, or       shareholders or the financial benefit is exempt.
               solely because the director or officer is present Exempt financial benefits include indemnities,
               at or participates in the meeting of the board    insurance premiums and payment for legal
               or committee which authorizes the contract or     costs which are not otherwise prohibited by
               transaction, or solely because that director's or the Corporations Act, and benefits given an
               officer's votes are counted for such purpose,     arm's length terms.
               if:
                                                                 The Corporations Act generally requires a
               .    the material facts as to the director's or   director of a company who has a material
                   officer's relationship or interest and as     personal interest in a matter that relates to the
                   to the contract or transaction are            affairs of the company to give the other
                   disclosed or are known to the board of        directors notice of the interest. Such a director
                   directors of the committee, and the           must not be present at a meeting where that
                   board or committee in good faith              matter is being considered or vote on the
                   authorizes the contract or transaction        matter unless the other directors or ASIC
                   by the affirmative votes of a majority        approve, or the matter is not one which
                   of the disinterested directors, even          requires disclosure under the Corporations
                   though the disinterested directors be         Act.
                   less than a quorum; or
                                                                 Directors, in entering into transaction
               .    the material facts as to the director's or   involving the company, are subject to their
                   officer's relationship or interest and as     common law and statutory duties to avoid
                   to the contract or transaction are            conflicts of interest. The ASX Listing Rules
                   disclosed or are known to the                 also require shareholder approval of certain
                   shareholders entitled to vote on the          transactions with directors (including some
                   matter, and the contract or transaction       issuances of securities to directors).
                   is specifically approved in good faith
                   by vote of the shareholders; or

               .    the contract or transaction is fair as to
                   the corporation as of the time it is
                   authorized, approved or ratified, by the
                   board of directors, a committee or the
                   shareholders.

               Delaware law further provides that interested
               directors may be counted in determining the
               presence of a quorum at a meeting of the
               board of directors or of a committee which
               authorizes the contract or transaction.


Stockholder    We entered into a Rights Agreement, dated as
rights plan    of August 31, 2000, with ChaseMellon
               Shareholder Services LLC as rights agent,
               pursuant to which we issued rights,
               exercisable only upon the occurrence of
               certain events, to purchase our Series A Junior
               Participating Preferred Stock. The rights
               expire on September 11, 2010.


                                      128



  12.4 RIGHTS ATTACHING TO NEWMONT CDIS

   All Normandy shareholders whose address on the register of Normandy
shareholders is in Australia, and who receive the offer and accept it, will,
subject to the terms of the Australian offer, have their entitlement to receive
our common stock issued in the form of Newmont CDIs. Newmont CDIs will be
issued on the basis of ten Newmont CDIs for one underlying share of our common
stock.

   Shareholders who have a registered address in the Normandy shareholder
register outside Australia and its external territories will be treated in the
manner set out in section 5.1(b).

   The issue of Newmont CDIs in accordance with the terms of the Australian
offer will facilitate trading on ASX and settlement of trades of our common
stock, in the form of Newmont CDIs.

   Settlement of trading of quoted securities on the ASX market takes place on
CHESS, which is the ASX's electronic transfer and settlement system. CHESS
allows for the transfer and settlement of transactions in securities quoted on
the ASX to be effected electronically. As a consequence, dealings in securities
of companies which are admitted to the ASX official list are required to be
effected electronically. No share or security certificates are issued in
respect of shareholdings or security holdings which are quoted on ASX and
settled on CHESS, nor is it a requirement for transfer forms to be executed in
relation to transfers which occur on CHESS.

   It is not possible for Newmont, which is subject to the laws of Delaware, to
facilitate our common stock being settled electronically or held in CHESS.

   Hence, Newmont CDIs have been created and will be issued in accordance with
the terms of the Australian offer.

   CDIs are units of beneficial ownership in our common stock held by CHESS
Depositary Nominees Pty Ltd (CDN), a wholly owned subsidiary of ASX. The main
difference between holding CDIs and holding shares is that the holder of CDIs
has beneficial ownership of the underlying shares in Newmont instead of legal
title, at a ratio of ten CDIs to one share of our common stock. Legal title is
held by CDN. The shares are registered in the name of CDN and held on trust by
CDN for the benefit of the CDI holder.

   Each Normandy shareholder who accepts an Australian offer will, subject to
the terms of the Australian offer, be issued with such number of Newmont CDIs
equal to the number of shares of our common stock such shareholder is entitled
to receive, multipled by ten (or, in the case of certain holders who are not
permitted to receive Newmont CDIs, the cash proceeds of a sale, on Newmont's
behalf, of the Newmont CDIs to which such holders would otherwise have been
entitled). Holders of Newmont CDIs have all the direct economic and other
benefits of holding the underlying securities, as discussed below.

   Holders of Newmont CDIs will be able to transfer and settle transactions
electronically on ASX in CHESS.

   As a consequence of issuing Newmont CDIs, we will operate a certificated
register of our common stock, an uncertificated issuer sponsored subregister of
CDIs and an uncertificated CHESS subregister of CDIs. The certificated register
will be the register of legal title and the two uncertificated CDI subregisters
combined will make up the register of beneficial title.

   A summary of the rights and entitlements of holders of Newmont CDIs is set
out below:

   TRADING ON THE ASX OR THE NYSE

   Newmont CDIs will trade on ASX but they will not trade on the NYSE.

   Our common stock trades on the NYSE but will not trade on ASX.


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   Holders of Newmont CDIs may surrender their CDIs (in multiples of 10) in
exchange for the underlying shares of our common stock as set out below. On
conversion, the holder or its nominee will be registered as holder of our
common stock and will thereafter be entitled to trade such common stock on the
NYSE. Similarly, our common stock can be transferred to CDN in exchange for the
issue of Newmont CDIs.

   DIVIDENDS, RIGHTS AND OTHER SHAREHOLDER ENTITLEMENTS

   The Securities Clearing House (SCH) Business Rules, which have statutory
recognition under the Corporations Act, require us to treat holders of Newmont
CDIs as if they are holders of the underlying shares of our common stock. The
SCH Business Rules seek to ensure that holders of Newmont CDIs have all the
direct economic benefits of legal ownership of our common stock (for example,
the right to receive the same dividends, rights issue and bonus issues) through
CDN.

   If a cash dividend or any other cash distribution is made in a currency
other than Australian dollars, our Australian share registry (acting as CDN's
agent) will convert the dividend or other cash distribution into Australian
dollars. That dividend or distribution will then be made to holders of Newmont
CDIs in Australian dollars in accordance with each holder's entitlement.

   ATTENDANCE AT MEETINGS--VOTING ENTITLEMENTS

   Holders of Newmont CDIs are entitled to attend meetings of our stockholders.

   However, holders of Newmont CDIs will not appear on our stock register as
the legal holder of our common stock and therefore they will not be able to
vote the underlying shares of our common stock.

   Accordingly, voting rights attached to the underlying shares of our common
stock may only be capable of enforcement by holders of Newmont CDIs by
instructing CDN to vote in a particular way or by converting the holding to a
holding of our common stock. A Newmont CDI holder may convert to the underlying
shares of our common stock at any time.

   CONVERSION OF NEWMONT CDIS TO SHARES OF OUR COMMON STOCK

   Holders of Newmont CDIs can convert their holdings to holdings of our common
stock at a ratio of 10 Newmont CDIs to one share of our common stock by:


    .  in the case of Newmont CDIs on the issuer sponsored sub-register
       operated by us, notifying our Australian share registry Computershare
       Investor Services; or



    .  in the case of Newmont CDIs which are sponsored on the CHESS
       sub-register, notifying their controlling participant, which in turn
       will notify our Australian share register of the request.


   Once our Australian share registry has been notified of a request of the
holder of Newmont CDIs to convert their holding to shares of our common stock,
the Australian share registry will request that the relevant number of shares
of our common stock be registered in the name of the holder or their nominee.

   It is expected that this process will take approximately 2 to 3 business
days to complete, following the initial conversion request being made although
no guarantee can be given about the time for conversion to take place. No
trading of our common stock on the NYSE can take place until the share register
entries, referred to above, have been rectified and completed.

   TAKEOVERS

   CDN is prohibited by the SCH Business Rules from accepting a takeover offer
in respect of our common stock which it holds on behalf of a holder of Newmont
CDIs, unless it is instructed to do so by that holder.

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   CDN must ensure that the bidder or the bidder's agent under such a takeover,
processes acceptances from the holders of Newmont CDIs.

   COMMUNICATION WITH NEWMONT CDI HOLDERS

   Our Australian registry will have access to the registration details and
holding balances of each Newmont CDI holding. This will enable us to
communicate directly with the holders of Newmont CDIs when processing corporate
actions, such as dividends, bonus issues and rights issues and when sending
notices and announcements (for instance annual reports).

   FEES

   Newmont, CDN and Newmont's registry service providers do not charge the
holder of Newmont CDIs any additional fees or charges as a result of being such
a holder, or on conversion.

   FURTHER INFORMATION

   Further information about Newmont CDIs and the various matters referred to
above will be available from our Australian share registry, Computershare
Investor Services, or any stockbroker.

12.5 RIGHTS ATTACHING TO OTHER NEWMONT SECURITIES

  CONVERTIBLE PREFERRED SHARES

   Newmont has approximately 2,300,000 US$3.25 convertible preferred shares,
par value US$5 per share. These shares have the following rights:

   DIVIDEND RIGHTS

   If and when declared by our directors, holders of the convertible preferred
shares are entitled to receive an annual cash dividend of US$3.25 per share
payable in equal quarterly installments beginning on February 15, 2001.
Dividends on the convertible preferred shares accrue without interest and are
cumulative from the date of initial issuance.

   CONVERSION RIGHTS

   Each convertible preferred share is convertible into shares of our common
stock at any time at a basic conversion price of US$100. The basic conversion
price is liable to adjustment upon the occurrence of certain events, including:
(i) the issuance of common stock as a dividend or distribution on our common
stock, (ii) a combination, subdivision or reclassification of common stock,
(iii) the issuance to holders of common stock of rights or warrants entitling
them to subscribe for common stock at the less than market price and (iv) the
granting to holders of common stock or other capital stock in Newmont of
certain other rights.

   We have the right to decrease the conversion price by any amount for any
period of at least 20 days provided that the decrease is irrevocable during
such period.

   Except in limited circumstances, there will be no adjustment to the
conversion price in the case of any consolidation or merger to which Newmont is
a party or the sale by Newmont of all or substantially all its assets.

   If the Newmont reorganization is completed, each convertible preferred share
will become convertible into a share of common stock of New Newmont on the same
basis as set out above.

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   LIQUIDATION RIGHTS

   In the event of any liquidation or winding up of Newmont, the holders of
convertible preferred shares are entitled to receive a liquidation preference
of US$50 per share (plus an amount equal to any accrued and unpaid dividends to
the date of payment) before any distribution of assets is made to the holders
of common stock or any other stock that ranks junior to the convertible
preferred stock as to liquidation rights.

   The holders of convertible preferred shares (and any other stock issued that
rank equally in respect of liquidation rights with convertible preferred
shares) are entitled to a ratable share in any distribution which is not
sufficient to pay the full aggregate amount payable in respect of such shares.

   After payment in full of the sum referred to above, holders of the
convertible preferred shares will not be entitled to any further participation
in the assets of Newmont upon a liquidation or winding up.

   REDEMPTION AT OPTION OF NEWMONT

   The convertible preferred shares are redeemable at the option of Newmont for
shares of common stock at any time, at an equivalent of US$50.650 per share in
the twelve-month period beginning May 15, 2001, US$50.325 per share in the
twelve-month period beginning May 15, 2002 and thereafter at US$50 per share
plus, in all cases, unpaid dividends up to the redemption date. However, the
convertible preferred shares are not redeemable for cash, except in the case of
fractional entitlements to common stock. The amount of common stock issued on
redemption will be calculated by reference to the market price of the common
stock at the appropriate time and the dollar entitlement of the stock (as
stated above at the relevant time) as adjusted.

   We can redeem fewer than all the outstanding convertible preferred shares in
any way our directors determine.

   If we have failed to pay any accrued dividends on the convertible preferred
shares, we cannot redeem less than all of the then outstanding convertible
preferred shares until the outstanding dividend payments have been made in full.

   VOTING RIGHTS


   If, pursuant to the reorganization, the convertible preferred shares are
exchanged for convertible preferred shares of Delta Holdco Corp., such
convertible preferred shares of Delta Holdco Corp. will vote along with Delta
Holdco Corp. common shares on all matters relating to Delta Holdco Corp. If the
reorganization is consummated and the convertible preferred shares remain
outstanding as shares of Newmont Mining Corporation and are not exchanged for
convertible preferred shares of Delta Holdco Corp., such convertible preferred
shares will be entitled to vote along with Newmont common shares on all matters
relating to Newmont. In either case, the aggregate voting power of the Delta
Holdco Corp. convertible preferred shares, as a class, or the Newmont
convertible preferred shares, as a class, will be commensurate with the
proportionate economic interest in Newmont of holders of Newmont convertible
preferred shares, as a class, immediately prior to completion of the
reorganization.


   Holders of convertible preferred shares have no voting rights except in the
following circumstances:

  .  whenever dividends on the convertible preferred shares have not been paid
     in respect of six quarterly dividend payments, whether or not consecutive,
     the number of our directors can be increased by two. The holders of the
     convertible preferred shares (together with the holders of any other class
     of shares in respect of which dividend payments have not been made) are
     entitled to elect these two additional directors. Any directors appointed
     under these provisions will terminate immediately upon payment of the
     outstanding dividends; and

  .  so long as any convertible preferred share is outstanding, we will not,
     without the consent of at least two-thirds of the outstanding convertible
     preferred shares: (i) amend, alter or repeal any provision of our
     certificate of incorporation or by-laws to affect adversely the rights of
     the holders of the convertible preferred shares, (ii) authorize or issue
     or increase the authorized amount of any additional class of stock ranking
     senior to the convertible preferred shares as to dividends or rights upon
     liquidation or (iii) effect any reclassification of the convertible
     preferred shares.

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  SERIES A JUNIOR PARTICIPATING PREFERRED SHARES

   Under a rights agreement, dated as of August 31, 2000, our board declared a
dividend of a series A junior participating preferred stock purchase right on
each outstanding share of our common stock. The dividend was paid on September
11, 2000 to our common stockholders of record on that date.

   Purchase rights accompany any new shares of common stock we issued after
September 11, 2000, until the date when the purchase rights become exercisable.

   The main aim of the rights agreement is to impose a penalty upon any person
or group which acquires 15% or more of our common stock without the approval of
our board, by providing a mechanism to dilute an acquirer's shareholding.

   EXERCISE PRICE

   Each purchase right allows its holder to purchase from us 1,000th of a share
of series A junior participating preferred stock for US$100, once the purchase
rights become exercisable. This portion of a share of series A junior
participating preferred stock gives the stockholder approximately the same
dividend, voting and liquidation rights as one share of our common stock. Prior
to exercise, the purchase right does not give its holder any dividend, voting
or liquidation rights.

   EXERCISABILITY

   The rights to acquire series A junior participating preferred stock are not
exercisable until the earlier of:

    .  ten days after the public announcement that a person or group has
       obtained a beneficial interest in at least 15% of our common stock
       (referred to as an "acquiring person"); or

    .  ten business days (or a later date determined by our board) before any
       person or group becomes an acquiring person after a person or group
       begins a tender or exchange offer for which, if completed, would result
       in that person or group becoming an acquiring person.

   Any purchase rights held by an acquiring person are void and cannot be
exercised.

   The purchase rights will expire on September 11, 2010.

   CONSEQUENCES OF A PERSON BECOMING AN ACQUIRING PERSON

   If a person or group becomes an acquiring person, all holders of purchase
rights, except the acquiring person, may for US$100, purchase shares of our
common stock with a market value of US$200.

   Further, if we are acquired in a merger or similar transaction (after the
distribution date), all holders of purchase rights, except the acquiring person
may, for US$100, purchase shares of the acquiring corporation with a market
value of US$200, based on the market price of the acquiring corporation's stock
prior to such merger.

   RIGHTS ATTACHING TO SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

   Each 1,000th of a series A junior participating preferred stock, if issued:

    .  will not be redeemable;

    .  will entitle the holder to quarterly dividend payments of US$0.001 per
       share, or an amount equal to the dividend paid on one share of common
       stock, whichever is greater;

    .  will entitle the holder upon liquidation to receive US$1 per share, or
       an amount equal to the payment made on one share of common stock,
       whichever is greater;

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    .  will have the same voting power as one share of our common stock; and

    .  if shares of our common stock are exchanged by a merger or
       consolidation, will entitle holders to a per share payment equal to the
       payment made on one share of our common stock.

   REDEMPTION

   Our board may redeem the purchase rights for US$0.001 per right at any time
before a person or group becomes an acquiring person.

   EXCHANGE

   After a person or group becomes an acquiring person, but before acquiring
50% or more of our common stock, our board may extinguish the purchase rights
by exchanging one share of our common stock for each purchase right, other than
purchase rights held by the acquiring person.

   AMENDMENTS

   The terms of the rights agreement may be amended by our board without
consent of holders of the purchase rights, except that the board cannot amend
the rights agreement to lower the threshold at which a person becomes an
acquiring person to below 10% of our common stock or cannot amend the rights
agreement in a way that adversely affects the holders of the purchase rights.


   If the Newmont reorganization is completed, the series A junior
participating preferred stock will be eliminated from the Newmont certificate
and equivalent preferred stock purchase rights will be issued by New Newmont
having the same terms as set out above.


12.6 EMPLOYEE INCENTIVE PLANS

  STOCK OPTIONS

   Under our stock option plans, options to purchase shares of our common stock
have been granted to key employees, generally with exercise prices at the fair
market value of such shares on the date of grant. The options under these plans
vest over a two-year period and, for certain options, over a four-year period.
Generally, the options are exercisable over a period not exceeding 10 years.

   Further options have been granted with an exercise price equal to the fair
market value on the date of grant with no restrictions on exercisability after
vesting.

   Further options have been granted where the exercise price is equal to the
fair market value on the date of grant but which cannot be exercised unless the
market value of our common stock is a defined amount above the option exercise
price. Individuals who have been granted options in this category have also
been granted options with exercise prices in excess of the fair market value on
the date of grant. Generally, these options vest over a period of one to five
years and are exercisable over a ten-year period.

  STOCK INCENTIVE PLAN

   In 1997, we adopted an intermediate term incentive plan under which
restricted stock may be granted to certain key employees. This stock is granted
upon achievement of certain financial and operation thresholds at fair market
value on the date of grant. Stock granted under this scheme is subject to
certain restrictions relating to ownership and transferability that currently
lapse two years from the date of grant for ownership and five years from the
date of grant for transfer.

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12.7 CERTAIN BENEFICIAL SHAREHOLDERS OF NEWMONT

   Based on filings made with the SEC, certain beneficial shareholders of
Newmont as of December 31, 2001 are as follows:



                                                      NUMBER OF   PERCENTAGE
                                                        SHARES    OF CLASS OF
                                                     BENEFICIALLY  RELEVANT
                NAME                  TITLE OF CLASS     HELD       SHARES
                ----                  -------------- ------------ -----------
                                                         
Capital Research & Management Company  Common Stock   10,750,000      6.4%
FMR Corporation......................  Common Stock   17,290,080     10.3%

--------
Note: FMR Corporation is a parent company and the above figures include stock
owned or controlled by its affiliated companies.

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13 TAXATION

   THIS SECTION IS A SUMMARY OF CERTAIN AUSTRALIAN, UNITED STATES AND CANADIAN
TAX LAWS. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR
TAX ADVICE TO ANY PARTICULAR HOLDER OF ORDINARY SHARES OF NORMANDY OR NORMANDY
ADSS. YOU SHOULD NOT RELY ON THIS OVERVIEW AS ADVICE ON YOUR OWN AFFAIRS. TAX
LAWS ARE COMPLEX AND THERE COULD BE IMPLICATIONS FOR YOU IN ADDITION TO THOSE
DESCRIBED BELOW. ACCORDINGLY, HOLDERS OF ORDINARY SHARES OF NORMANDY AND
NORMANDY ADSS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR ADVICE WITH RESPECT TO
THE TAX CONSEQUENCES OF DISPOSING OF THEIR ORDINARY SHARES OF NORMANDY OR
NORMANDY ADSS HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.

13.1 MATERIAL AUSTRALIAN TAX CONSEQUENCES

   The following is a summary of certain Australian tax consequences of
disposing of ordinary shares of Normandy or Normandy ADSs by accepting the
offer and acquiring, owning and disposing of shares of our common stock or
Newmont CDIs. This summary is necessarily general in nature. It is not intended
to be authoritative or complete advice on the Australian tax consequences
applicable to any particular holder of ordinary shares of Normandy or Normandy
ADSs. All holders of ordinary shares of Normandy or Normandy ADSs should obtain
independent professional advice in relation to the Australian tax consequences
applicable to their own particular circumstances.

(a) OVERVIEW

   The Australian tax consequences of disposing of your ordinary shares of
Normandy or Normandy ADSs by accepting the offer and acquiring, owning and
disposing of shares of our common stock or Newmont CDIs will depend on a number
of factors including:

  .  whether you are an Australian resident or a non-resident;

  .  whether you hold your ordinary shares of Normandy or Normandy ADSs on
     capital or revenue account;

  .  when you acquired your ordinary shares of Normandy or Normandy ADSs;

  .  the cost of acquiring your ordinary shares of Normandy or Normandy ADSs;

  .  whether you are an individual, a company, a trustee of a trust or a
     complying superannuation entity; and

  .  whether we acquire 80% or more of all shares of Normandy as a result of
     the offer.

   Broadly, if you are an Australian resident and you hold your ordinary shares
of Normandy or Normandy ADSs on revenue account, then you will be liable to
Australian tax on any gain you make on the disposal of your ordinary shares of
Normandy or Normandy ADSs by accepting the offer.

   If you are an Australian resident and hold your ordinary shares of Normandy
or Normandy ADSs on capital account, then you will be liable to Australian tax
on any capital gain you make on the disposal of your ordinary shares of
Normandy or Normandy ADSs by accepting the offer unless you acquired your
ordinary shares of Normandy or Normandy ADSs before September 20, 1985 or
roll-over relief is available and you choose it.

   If you are a non-resident of Australia and hold your ordinary shares of
Normandy or Normandy ADSs on revenue account, then you will be liable to
Australian tax on any gain you make on the disposal of your ordinary shares of
Normandy or Normandy ADSs by accepting the offer if the gain has an Australian
source. However, if you are a resident of a country with which Australia has
entered into a double taxation agreement, then the terms of that double
taxation agreement should also be taken into account.

   If you are a non-resident of Australia and hold your ordinary shares of
Normandy or Normandy ADSs on capital account, then you will only be liable to
Australian tax on any capital gain you make on the disposal of

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your ordinary shares of Normandy or Normandy ADSs by accepting the offer if you
acquired your ordinary shares of Normandy or Normandy ADSs on or after
September 20, 1985 and you and your associates have owned at least 10% by value
of all shares of Normandy at any time during the 5 years before you accept the
offer. If you are a resident of a country with which Australia has entered into
a double taxation agreement, then the terms of that double taxation agreement
should also be taken into account.

   The Australian tax consequences are explained in more detail below.

   (b) HOLDING YOUR ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS ON REVENUE OR
       CAPITAL ACCOUNT

   Broadly, if you acquired your ordinary shares of Normandy or Normandy ADSs
as part of a share trading business, as part of certain other businesses (e.g.,
banking and insurance) or for the purpose of re-selling them at a profit, then
you most likely hold your ordinary shares of Normandy or Normandy ADSs on
revenue account.

   If, on the other hand, you acquired your ordinary shares of Normandy or
Normandy ADSs as a passive investment with the intention of generating dividend
income and long term capital growth, then you most likely hold your ordinary
shares of Normandy or Normandy ADSs on capital account.

   (c) AUSTRALIAN RESIDENT--ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS HELD
       ON REVENUE ACCOUNT

   If you are an Australian resident and hold your ordinary shares of Normandy
or Normandy ADSs on revenue account, then you will be liable to Australian tax
on any gain you make on the disposal of your ordinary shares of Normandy or
Normandy ADSs by accepting the offer. Broadly, the amount of the gain liable to
Australian tax will be the amount by which the market value of our common stock
or Newmont CDIs and the cash you receive exceeds the cost of your ordinary
shares of Normandy or Normandy ADSs. You must include any gain in your
assessable income and it will be liable to Australian tax at ordinary rates.

   If, on the other hand, the cost of your ordinary shares of Normandy or
Normandy ADSs exceeds the market value of our common stock or Newmont CDIs and
the cash you receive, then you will incur a loss equal to the excess. Any loss
will be an allowable deduction from your other assessable income or capital
gains.

   (d) AUSTRALIAN RESIDENT--ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS HELD
       ON CAPITAL ACCOUNT

   If you are an Australian resident and acquired your ordinary shares of
Normandy or Normandy ADSs on capital account before September 20, 1985, then
you will not be liable to Australian tax on any capital gain you make on the
disposal of your ordinary shares of Normandy or Normandy ADSs by accepting the
offer. (Note, however, that there are circumstances in which you may be deemed
to have acquired your ordinary shares of Normandy or Normandy ADSs on or after
September 20, 1985.) However, you will be liable to Australian tax on any
capital gain you make on a subsequent disposal of our common stock or Newmont
CDIs. In this regard, our common stock or Newmont CDIs will have a cost base
equal to their market value at the time you accept the offer.

   If you are an Australian resident and acquired your ordinary shares of
Normandy or Normandy ADSs on capital account on or after September 20, 1985,
then you will be liable to Australian tax on any capital gain you make on the
disposal of your ordinary shares of Normandy or Normandy ADSs by accepting the
offer unless roll-over relief is available and you choose it. Broadly, the
amount of any capital gain liable to Australian tax will be the amount by which
the market value of our common stock or Newmont CDIs and the cash you receive
exceeds the cost base of your ordinary shares of Normandy or Normandy ADSs.
However, the amount of any capital gain liable to Australian tax may be reduced
if you are entitled to the CGT discount. Roll-over relief, the cost base of
your ordinary shares of Normandy or Normandy ADSs and the CGT discount are
explained in more detail below.


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   If, on the other hand, the cost base of your ordinary shares of Normandy or
Normandy ADSs exceeds the market value of our common stock or Newmont CDIs and
the cash you receive, then you will make a capital loss equal to the excess.
Such a capital loss may be used to offset a capital gain made in the same
income year or a future income year. That is, a capital loss may not be used to
offset ordinary assessable income.

(e) ROLL-OVER RELIEF

   If, as a result of the offer, we acquire 80% or more of all shares of
Normandy, then you may choose roll-over relief if you are an Australian
resident and you would otherwise make a capital gain on the disposal of your
ordinary shares of Normandy or Normandy ADSs. Note that roll-over relief is not
available if you would otherwise make a capital loss on the disposal of your
ordinary shares of Normandy or Normandy ADSs or if you are a non-resident.

   If roll-over relief is available and you choose it, then the capital gain
you make on the disposal of your ordinary shares of Normandy or Normandy ADSs
will not be liable to Australian tax to the extent you receive our common stock
or Newmont CDIs. However, the capital gain you make on the disposal of your
ordinary shares of Normandy or Normandy ADSs will remain liable to Australian
tax to the extent you receive cash. That is, only a partial roll-over is
available where you receive cash and in working out the capital gain that
remains liable to Australian tax, you must reasonably apportion the cost base
of your ordinary shares of Normandy or Normandy ADSs between our common stock
or Newmont CDIs and the cash you receive.

   As a consequence of roll-over relief, our common stock or Newmont CDIs will
have a cost base equal to the cost base of your ordinary shares of Normandy or
Normandy ADSs less that part of the cost base of your ordinary shares of
Normandy or Normandy ADSs that you reasonably apportion to the cash you
receive. The cost base of our common stock or Newmont CDIs is relevant to
working out any capital gain liable to Australian tax on a subsequent disposal
of our common stock or Newmont CDIs.

   If you choose roll-over relief, then the choice must be made before you
lodge your income tax return for the income year in which you accept the offer.

(f) COST BASE

   The cost base of your ordinary shares of Normandy or Normandy ADSs is
generally their cost of acquisition (including brokerage and stamp duty). If
you acquired your ordinary shares of Normandy or Normandy ADSs before 11:45 am
(by legal time in the Australian Capital Territory) on September 21, 1999 and
held them for at least 12 months before accepting the offer, then you may
adjust the cost base of your ordinary shares of Normandy or Normandy ADSs to
include indexation by reference to changes in the Consumer Price Index from the
calendar quarter in which you acquired your ordinary shares of Normandy or
Normandy ADSs until the calendar quarter ended September 30, 1999.

   If you are an individual, the trustee of a trust or a complying
superannuation entity and you choose to make this adjustment, then you will not
be entitled to the CGT discount. If you are a company, then you may make this
adjustment without having to choose it and you are not entitled to the CGT
discount in any event.

   Note that the cost base cannot be adjusted to include indexation in working
out the amount of any capital loss.

(g) CGT DISCOUNT

   If you are an individual, the trustee of a trust, or a complying
superannuation entity, then you may reduce any capital gain otherwise liable to
Australian tax provided that:

  .  you acquired your ordinary shares of Normandy or Normandy ADSs at least 12
     months before disposing of them by accepting the offer;

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  .  you do not choose to adjust the cost base of your ordinary shares of
     Normandy or Normandy ADSs to include indexation; and

  .  either roll-over relief is not available or you do not choose it.

   The CGT discount applicable to an individual or the trustee of a trust is
one half. The CGT discount applicable to a complying superannuation entity is
one third. That is, the capital gain you take into account in working out your
taxable income is reduced by one half or one third as appropriate.

   (h) NON-RESIDENT--ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS HELD ON
       REVENUE ACCOUNT

   If you are a non-resident of Australia and you hold your ordinary shares of
Normandy or Normandy ADSs on revenue account, then you will be liable to
Australian tax on any gain you make on the disposal of your ordinary shares of
Normandy or Normandy ADSs by accepting the offer if the gain has an Australian
source. The source of any gain will depend on a number of factors including the
place of contract to acquire and dispose of your ordinary shares of Normandy or
Normandy ADSs and the place of any activities relevant to the holding of your
ordinary shares of Normandy or Normandy ADSs.

   If you are a resident of a country with which Australia has entered into a
double taxation agreement and hold your ordinary shares of Normandy or Normandy
ADSs on revenue account, then the terms of that double taxation agreement
should also be taken into account. For example, if you are a United States or
Canadian resident and any gain having an Australian source is a business
profit, then you will only be liable to Australian tax if the gain is
attributable to a permanent establishment you have in Australia. In that case,
the amount of any gain liable to Australian tax will be the amount by which the
market value of our common stock or Newmont CDIs and the cash you receive
exceeds the cost of your ordinary shares of Normandy or Normandy ADSs. Broadly,
a "permanent establishment" is a fixed place of business at or through which
the enterprise of a non-resident is carried on in Australia.

   (i) NON-RESIDENT--ORDINARY SHARES OF NORMANDY OR NORMANDY ADSS HELD ON
       CAPITAL ACCOUNT

   If you are a non-resident of Australia and acquired your ordinary shares of
Normandy or Normandy ADSs on capital account before September 20, 1985, then
you will not be liable to Australian tax on any capital gain you make on the
disposal of your ordinary shares of Normandy or Normandy ADSs by accepting the
offer. (Note, however, that there are circumstances in which you may be deemed
to have acquired your ordinary shares of Normandy or Normandy ADSs on or after
September 20, 1985.)

   If you are a non-resident of Australia and acquired your ordinary shares of
Normandy or Normandy ADSs on capital account on or after September 20, 1985,
then you will only be liable to Australian tax on any capital gain you make on
the disposal of your ordinary shares of Normandy or Normandy ADSs if you and
your associates have owned at least 10% by value of all shares of Normandy at
any time during the 5 years before you accept the offer. In that case, the
amount of any capital gain liable to Australian tax will be the amount by which
the market value of our common stock or Newmont CDIs and the cash you receive
exceeds the cost base of your ordinary shares of Normandy or Normandy ADSs
(subject to the availability of the cost base adjustment to include indexation
or the CGT discount).

   If you are a resident of a country with which Australia has entered into a
double taxation agreement, then the terms of that double taxation agreement
should also be taken into account.

   (j) GST AND STAMP DUTY

   No Australian goods and services tax or stamp duty will be payable by you as
a consequence of accepting the offer.

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   (k) OWNERSHIP OF OUR COMMON STOCK OR NEWMONT CDIS

   Broadly, if you are an Australian resident and we pay a dividend on our
common stock or Newmont CDIs, then the gross amount of the dividend must be
included in your assessable income for the income year of payment.

   If the dividend is liable to tax in the United States (e.g., withholding
tax), then you may be entitled to a foreign tax credit to offset the Australian
tax payable on the dividend. The amount of the foreign tax credit will be equal
to the lesser of the United States tax paid or the Australian tax payable on
the dividend.

   The tax laws applicable to the foreign source income of an Australian
resident are complex and you should seek independent professional advice in
relation to the tax consequences of holding shares or CDIs in a foreign
company. Relevantly, there are tax reforms proposed which, if implemented, may
impact on the tax consequences.

    (l) DISPOSAL OF OUR COMMON STOCK OR NEWMONT CDIS

   If you are an Australian resident, then the Australian tax consequences of
any disposal of our common stock or Newmont CDIs will be similar to the
consequences of the disposal of your ordinary shares of Normandy or Normandy
ADSs (unless you change the account on which you hold our common stock or
Newmont CDIs). However, there will be a difference in the cost base of our
common stock or Newmont CDIs held on capital account depending on whether
roll-over relief was available on the disposal of your ordinary shares of
Normandy or Normandy ADSs and you chose it.

   If roll-over relief was available on the disposal of your ordinary shares of
Normandy or Normandy ADSs and you chose it, then the cost base of our common
stock or Newmont CDIs will be equal to the cost base of your ordinary shares of
Normandy or Normandy ADSs less that part of the cost base of your ordinary
shares of Normandy or Normandy ADSs that you reasonably apportion to the cash
you receive.

   Alternatively, if roll-over relief was not available on the disposal of your
ordinary shares of Normandy or Normandy ADSs or you did not choose it, then the
cost base of our common stock or Newmont CDIs will be equal to the market value
of our common stock or Newmont CDIs at the time you accept the offer.

  13.2  MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES


   The following general discussion summarizes the anticipated material U.S.
federal income tax consequences to U.S. holders and non-U.S. holders of
ordinary shares of Normandy that exchange ordinary shares of Normandy for our
common stock or Newmont CDIs and U.S. holders and non-U.S. holders of Normandy
ADSs that exchange Normandy ADSs for our common stock or Newmont CDIs, in each
case pursuant to the offer. This discussion addresses only those stockholders
that hold their ordinary shares of Normandy or Normandy ADSs as a capital
asset, does not address Franco-Nevada or any of its affiliates and does not
address all the U.S. federal income tax consequences that may be relevant to
particular Normandy stockholders or ADS holders in light of their individual
circumstances (such as Normandy stockholders or ADS holders who also own
Newmont stock), or to Normandy stockholders or ADS holders that are subject to
special rules, such as:


  .  financial institutions,

  .  mutual funds,

  .  tax-exempt organizations,

  .  insurance companies,

  .  dealers in securities or foreign currencies,

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  .  traders in securities who elect to apply a mark-to-market method of
     accounting,

  .  persons who hold their shares or ADSs as a hedge against currency risk or
     as part of a straddle, constructive sale or conversion transaction, or

  .  holders who acquired their shares or ADSs upon the exercise of employee
     stock options or otherwise as compensation.

   This discussion assumes that Normandy does not have a special status for
United States federal income tax purposes, such as being a "passive foreign
investment company," "controlled foreign corporation" or "foreign personal
holding company." This discussion also assumes that holders of Normandy ADSs
will be treated as owning the ordinary shares of Normandy represented by those
Normandy ADSs and that holders of Newmont CDIs will be treated as owning the
common shares of Newmont represented by those Newmont CDIs. Accordingly, for
purposes of this section 13.2, references to ordinary shares of Normandy
include a reference to Normandy ADSs and references to Newmont shares include a
reference to Newmont CDIs. Holders of Normandy ADSs and prospective holders of
Newmont CDIs should consult with their tax advisors regarding special rules
that may be applicable to them.

   The following discussion is not binding on the Internal Revenue Service. It
is based upon the Internal Revenue Code of 1986, as amended, regulations,
rulings and decisions in effect as of the date of this offer document, all of
which are subject to change, possibly with retroactive effect. Tax consequences
under state, local and foreign laws and U.S. federal laws other than U.S.
federal income tax laws, are not addressed.

   (a) U.S. HOLDERS

   In general, "U.S. holder" means a holder that is (i) a citizen or resident
of the United States, (ii) a corporation created or organized in or under the
laws of the United States or any state thereof (including the District of
Columbia), (iii) an estate the income of which is subject to U.S. federal
income taxation regardless of its source, (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration
of the trust and if one or more U.S. persons has the authority to control all
substantial decisions of the trust or (v) a trust that has a valid election in
effect to be treated as a U.S. person.

   We have structured this transaction so that it is anticipated that the
exchange of ordinary shares of Normandy for our common stock pursuant to the
offer, taken together with the exchange of Newmont common stock for New Newmont
common stock and the exchange of Franco-Nevada common stock for New Newmont
common stock, will be treated as an exchange described in Section 351 of the
Internal Revenue Code. Assuming the offer is treated as an exchange described
in Section 351 of the Internal Revenue Code:

  .  U.S. holders of ordinary shares of Normandy who exchange such shares for
     our common stock and cash will recognize gain (but not loss) for U.S.
     federal income tax purposes in respect of any ordinary share of Normandy
     exchanged, but not in excess of the amount of cash received for that
     ordinary share of Normandy. The amount of gain realized in respect of any
     ordinary share of Normandy is the excess of the amount realized for such
     share over the holder's tax basis in such share. The consideration
     received or deemed received for any one ordinary share of Normandy will be
     the amount a holder realizes which is attributable to that share. A
     holder's aggregate amount realized is the sum of (i) the amount of cash
     the holder receives plus (ii) the fair market value of our common stock
     received, in each case pursuant to the offer. The gain realized
     calculation must be made separately for each ordinary share of Normandy
     surrendered, and a loss realized on one share may not be used to offset a
     gain realized on another share. Under most circumstances, a holder's gain
     will be capital gain and will be long-term capital gain if the holder has
     held the holder's ordinary shares of Normandy for more than one year.

  .  If a U.S. holder of ordinary shares of Normandy receives cash in lieu of a
     fractional share of our common stock, that holder will recognize gain or
     loss equal to the difference between the amount of cash received

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     and that holder's tax basis in our common stock that is allocable to the
     fractional share of our common stock. Under most circumstances, a holder's
     gain or loss will be capital gain or loss and will be long-term capital
     gain or loss if the holder has held the holder's ordinary shares of
     Normandy for more than one year.

  .  In the case of a U.S. holder receiving Australian dollars, for U.S.
     federal income tax purposes the amount realized will be equal to the U.S.
     dollar value of the Australian dollars received on the date such payment
     is included in income, regardless of whether the payment is in fact
     converted into U.S. dollars. Such a U.S. holder will generally be required
     to recognize U.S. source ordinary income or loss upon the sale or
     disposition of Australian dollars. This foreign currency gain or loss will
     generally be U.S. source ordinary income or loss.

  .  A U.S. holder's aggregate tax basis in our common stock received pursuant
     to the offer will be the same as that holder's aggregate tax basis in the
     ordinary shares of Normandy exchanged therefor, (A) decreased by (i) the
     tax basis allocable to any fractional share interest for which cash is
     received and (ii) the amount of cash received pursuant to the offer, and
     (B) increased by the amount of gain, if any, recognized on the receipt of
     cash consideration (but not by gain recognized upon the receipt of cash in
     lieu of any fractional share interest).

  .  The holding period of our common stock received in the exchange by a
     holder of ordinary shares of Normandy will include the holding period of
     the ordinary shares of Normandy surrendered in the exchange.

   If the offer is consummated but is not treated as an exchange described in
Section 351 of the Internal Revenue Code, the exchange of ordinary shares of
Normandy for our common stock and cash pursuant to the offer will be a taxable
transaction for U.S. federal income tax purposes. The exchange of ordinary
shares of Normandy for our common stock and cash would not be treated as an
exchange described in Section 351 of the Code if, for example, we do not
consummate the merger of Newmont with its indirect wholly owned subsidiary,
described in Section 1.1 above. If the exchange is not described in Section 351
of the Code, U.S. holders will generally be subject to tax on the gain (if any)
recognized on the exchange of ordinary shares of Normandy for our common stock
and cash. Each such stockholder of Normandy will recognize gain equal to the
excess, if any, of (i) the sum of the fair market value of the shares of our
common stock and cash received pursuant to the offer over (ii) such
stockholder's basis in the shares exchanged therefor. If such Normandy
stockholder's basis in such stockholder's stock exchanged in the offer exceeds
the sum of the fair market value of the shares of our common stock and cash
received pursuant to the offer, then such stockholder should recognize a loss
equal to such excess. U.S. holders that will realize a loss on ordinary shares
of Normandy exchanged pursuant to the offer should consult their own tax
advisor regarding allowance of the loss in their particular circumstances.

   (b) NON-U.S. HOLDERS

   A holder that is not a U.S. holder (a "non-U.S. holder") generally will not
be subject to U.S. federal income tax on the gain (if any) recognized on the
exchange of ordinary shares of Normandy for our common stock and cash (or, in
the case of certain holders located outside Australia who are not entitled to
Newmont CDIs, only cash), in each case pursuant to the offer, unless (i) such
gain is effectively connected with a trade or business of the non-U.S. holder
in the United States, and, if a tax treaty applies, is attributable to a
permanent establishment maintained by the non-U.S. holder in the United States
or (ii) the non-U.S. holder is an individual who holds such ordinary shares of
Normandy as a capital asset and is present in the United States for 183 days or
more in the taxable year of disposition (and certain other conditions are
satisfied).

   Dividends paid to a non-U.S. holder with respect to our common stock
generally will be subject to withholding of U.S. federal income tax at a 30%
rate, or such lower rate as may be specified by an applicable income tax
treaty, unless the dividend (i) is effectively connected with the conduct of a
trade of business of the non-U.S. holder in the United States and (ii) if a tax
treaty applies, is attributable to a permanent establishment

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maintained by the non-U.S. holder in the United States. In order to claim the
benefit of a reduced treaty rate, a non-U.S. holder may have to file with us or
our paying agent an exemption certificate or letter in accordance with the
terms of such treaty. Furthermore, under current regulations, a non-U.S.
holder, including, in certain cases of non-U.S. holders that are entities, the
owner or owners of such entities, will be required to satisfy certain
certification requirements in order to claim a reduced rate of withholding
under an applicable income tax treaty. Holders of our common stock should
consult with their tax advisors regarding the applicability to them of any
treaty.

   Dividends which are effectively connected with a United States trade or
business and, if a tax treaty applies, are attributable to a U.S. permanent
establishment, are generally subject to tax on a net income basis, that is,
after allowance for applicable deductions, at rates applicable to U.S.
citizens, resident aliens and domestic United States corporations and are not
generally subject to withholding. Any such dividends received by a non-U.S.
holder that is a corporation may also, under certain circumstances, be subject
to an additional "branch profits tax" at a 30% rate or such lower rate as may
be specified by an applicable income tax treaty.

   A non-U.S. holder generally will not be subject to U.S. federal income tax
on any gain recognized on the sale or other disposition of our common stock
unless:

   (1) such gain is effectively connected with a trade or business of the
       non-U.S. holder in the United States, and, if a tax treaty applies, such
       gain is attributable to a permanent establishment maintained by the
       non-U.S. holder in the United States;

   (2) the non-U.S. holder is an individual who holds such Newmont common stock
       as a capital asset and is present in the United States for 183 or more
       days in the taxable year of the disposition (and certain other
       conditions are satisfied); or


   (3) (a) we are or have been a "U.S. real property holding corporation" for
       U.S. federal income tax purposes at any time during the five-year period
       ending on the date of the disposition, or, if shorter, the period during
       which the non-U.S. holder held our common stock, and (b) the non-U.S.
       holder is a greater than 5% holder of our common stock for federal
       income tax purposes. Because of our significant mining assets in the
       United States, we believe we may be, have been or become a U.S. real
       property holding corporation.


   If a non-U.S. holder is covered by clause (1) above, such holder generally
will be taxed on the net gain derived from a sale or disposition of our common
stock under regular graduated U.S. federal income tax rates. If a non-U.S.
holder is covered by clause (2) above, such holder generally will be subject to
a flat 30% tax on the gain derived from a sale or disposition of our common
stock, which may be offset by certain U.S. capital losses (notwithstanding the
fact that such individual is not considered a resident of the United States).
We encourage non-U.S. holders who have spent (or expect to spend) 183 days or
more in the United States in the taxable year in which they contemplate a sale
or disposition of our common stock to consult their tax advisors as to the tax
consequences of such sale or disposition. If a non-U.S. holder is covered by
clause (3) above, such holder generally will be taxed on the net gain derived
from a sale or disposition of our common stock under regular graduated U.S.
federal income tax rates, and in addition, the total amount realized in such a
sale or disposition of our common stock could be subject to a 10% withholding
tax.

   If a non-U.S. holder that is a foreign corporation is covered by clause (1)
or (3) above, the net gain from a sale or disposition of our common stock may
also, under certain circumstances, be subject to an additional "branch profits
tax" at a 30% rate or such lower rate as may be specified by an applicable
income tax treaty.

   U.S. HOLDERS AND NON-U.S. HOLDERS OF ORDINARY SHARES OF NORMANDY AND
NORMANDY ADSS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER, INCLUDING THE APPLICABILITY AND
EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS IN
THEIR PARTICULAR CIRCUMSTANCES.

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  13.3 MATERIAL CANADIAN TAX CONSEQUENCES

   The following is a summary of the principal Canadian federal income tax
consequences under the INCOME TAX ACT (Canada) (the "Tax Act") generally
applicable to Normandy shareholders resident in Canada who dispose of their
ordinary shares of Normandy pursuant to the offer. The summary is based upon
the current provisions of the Tax Act, the regulations thereunder, all specific
proposals to amend the Tax Act and regulations publicly announced by the
Minister of Finance (Canada) prior to the date hereof (which we refer to as the
"Proposed Amendments") and counsel's understanding of the current published
administrative policies of the Canada Customs and Revenue Agency (the "CCRA").
Except for the Proposed Amendments, the summary does not take into account or
anticipate changes in the law, whether by way of judicial decision, legislative
action or change to the administrative position of the CCRA, nor does it take
into account tax legislation of countries other than Canada or any relevant
provincial or territorial tax legislation.

   The following summary is applicable to a Normandy shareholder who, for the
purposes of the Tax Act and at all relevant times, is resident in Canada, holds
its ordinary shares of Normandy, and will hold its shares of our common stock,
as capital property, deals at arm's length with us and Normandy, is not
affiliated with us or Normandy, is not a "specified financial institution" or
"financial institution" as defined in the Tax Act, and for whom Normandy is not
a "foreign affiliate" (a "Holder"). Ordinary shares of Normandy will generally
be considered to be capital property of a Holder unless the ordinary shares of
Normandy are held in the course of carrying on a business of buying and selling
securities or the ordinary shares of Normandy were acquired in a transaction
considered to be an adventure in the nature of trade.

   This summary assumes that holders of Normandy ADSs will be treated as owning
the ordinary shares of Normandy represented by those Normandy ADSs and that the
holders of Newmont CDIs will be treated as owning the shares of our common
stock represented by those Newmont CDIs. Accordingly, for the purposes of this
summary, a reference to the "ordinary shares of Normandy" includes Normandy
ADSs, and a reference to "shares of our common stock" includes Newmont CDIs.

   (a) TAXATION ON EXCHANGE

   Under the Tax Act, a Holder who exchanges ordinary shares of Normandy for
consideration which consists of shares of our common stock and cash will
realize a capital gain (or capital loss) to the extent that the aggregate of
the fair market value of the shares of our common stock received on the
exchange, plus the fair market value of any cash or other non-share
consideration received, all expressed in Canadian dollars, exceeds (or is less
than) the aggregate of the adjusted cost base of the ordinary shares of
Normandy to the Holder, expressed in Canadian dollars, and any reasonable costs
of disposition. The cost to the Holder of the shares of our common stock
received will be equal to the fair market value of such shares of our common
stock on receipt. In computing the adjusted cost base to a Holder of a share of
our common stock, the cost of each share of our common stock acquired pursuant
to the offer must generally be averaged with the adjusted cost base of all
other shares of our common stock owned by such Holder immediately before such
acquisition as capital property.

   One-half of any such capital gain will generally be included as a taxable
capital gain in computing the Holder's income for the taxation year of
disposition, and one-half of any such capital loss may generally be deducted
from the Holder's taxable capital gains in accordance with the rules in the Tax
Act. Taxable capital gains realized upon the disposition of ordinary shares of
Normandy by a Holder that is a Canadian-controlled private corporation (as
defined in the Tax Act) may be subject to an additional refundable tax at a
rate of 6-2/3%. In certain circumstances, capital gains realized by an
individual or certain trusts may result in such person being liable to pay
alternative minimum tax under the Tax Act.

   (b) TAXATION OF DIVIDENDS

   The Canadian dollar equivalent of dividends, computed at the currency
exchange rate prevailing at the time of receipt by the Holder, paid to a Holder
of shares of our common stock who is an individual will generally be

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income to such individual for Canadian federal income tax purposes for the year
in which the dividend is received and will not be eligible for the gross-up and
dividend tax credit treatment accorded dividends received from taxable Canadian
corporations. A Holder of shares of our common stock which is a taxable
Canadian corporation will generally include such dividends in income for the
year in which they are received but will not be entitled to the intercorporate
dividend deduction in computing taxable income which generally applies to
Canadian source dividends. Foreign withholding tax on such dividends, if any,
may be eligible for foreign tax credit or deduction treatment where applicable
under the Tax Act.

   (c) QUALIFIED INVESTMENTS

   The shares of our common stock will, on the date of issue, be qualified
investments for trusts governed by registered retirement savings plans,
registered retirement income funds, registered education savings plans and
deferred profit sharing plans, provided that the shares are listed on a
"prescribed stock exchange" (which includes the NYSE).

   (d) FOREIGN PROPERTY

   Shares of our common stock will be "foreign property" for purposes of the
Tax Act.

   (e) FOREIGN INVESTMENT ENTITY DRAFT LEGISLATION

   On August 2, 2001, the Minister of Finance (Canada) released draft
legislation to amend the Tax Act to implement a proposal concerning the
taxation of holdings in "foreign investment entities." In general terms, if we
were a "foreign investment entity" and if the shares of our common stock did
not constitute an "exempt interest" of a Canadian resident, the Canadian
resident would be required to take into account in computing income, on an
annual basis, any increase (or decrease) in the value of the shares of our
common stock during each taxation year, or the relevant share of such holder in
our underlying income, calculated in accordance with Canadian tax rules
(whether or not cash distributions were received by the Canadian resident).

   Even if we were a "foreign investment entity," the proposed new rules would
not apply to a Canadian resident whose shares of our common stock constitute an
"exempt interest." Because the shares of our common stock will be listed on the
NYSE and will be "widely held" and "actively traded" (as such terms are defined
in the Tax Act), the shares of our common stock will constitute an "exempt
interest" to a Canadian resident, unless it is reasonable to conclude that the
Canadian resident has a tax avoidance motive for the acquisition of the shares.

   On December 17, 2001, the Minister of Finance (Canada) announced that the
implementation of the proposed new rules would be delayed to take effect for
taxation years beginning after 2002. This delay is intended to facilitate the
consideration of submissions received by the Minister of Finance (Canada) in
respect of the proposed rules. It is, therefore, possible that the rules
ultimately implemented will differ from the rules described herein. Holders are
urged to consult their own tax advisors.

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14 CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RESPECT TO NEWMONT, NORMANDY AND
FRANCO-NEVADA

  14.1 DEEDS OF UNDERTAKING


   THE FOLLOWING IS A SUMMARY OF THE MATERIAL TERMS (NOT OTHERWISE DISCUSSED IN
THIS OFFER DOCUMENT) OF THREE DEEDS OF UNDERTAKING, TWO DATED AS OF NOVEMBER
14, 2001 AND ONE DATED AS OF DECEMBER 10, 2001, BY AND BETWEEN US AND NORMANDY,
IN RELATION TO OUR OFF-MARKET BID FOR THE ORDINARY SHARES IN THE CAPITAL OF
NORMANDY. ALTHOUGH NORMANDY HAS ENTERED INTO THE DEEDS OF UNDERTAKING,
NORMANDY, DESPITE REPEATED REQUESTS FROM NEWMONT, HAS DECLINED TO SUPPLY
CERTAIN INFORMATION TO NEWMONT (INCLUDING ITS AUDITOR'S CONSENT) THAT WOULD
GENERALLY BE REQUIRED TO BE INCLUDED IN THIS OFFER DOCUMENT UNDER RULES
PROMULGATED BY THE SEC. SEE SECTION 3.1, "RISK FACTORS--RISKS RELATED TO THE
OFFER--ALTHOUGH NORMANDY HAS RECOMMENDED THE NEWMONT OFFER, IT HAS DECLINED TO
PROVIDE NEWMONT WITH FINANCIAL INFORMATION THAT NEWMONT HAS REQUESTED FOR
INCLUSION IN THIS OFFER DOCUMENT" AND "--WE HAVE NOT VERIFIED THE RELIABILITY
OF THE NORMANDY INFORMATION INCLUDED IN, OR WHICH MAY HAVE BEEN OMITTED FROM,
THIS OFFER DOCUMENT" ON PAGE 27.


   FIRST DEED OF UNDERTAKING

   (a) NON-SOLICITATION. Normandy may not, nor may it permit its subsidiaries
to, nor may it authorize or permit any of its officers, directors or employees
or require any investment banker, attorney or other advisor, agent or
representative of Normandy or its subsidiaries to:

      (1) directly or indirectly solicit, initiate or encourage the making of
   (including by way of furnishing non-public information) any inquiries or
   proposals regarding a competing takeover proposal;

      (2) accept or enter into any agreement, arrangement or understanding with
   respect to a competing takeover proposal or directly or indirectly
   participate in any discussions or negotiations regarding or furnish to any
   person any information with respect to, or take any other action to
   facilitate any inquiries or the making of any proposal that constitutes, or
   may reasonably be expected to lead to, a competing takeover proposal; or

      (3) approve or recommend a competing takeover proposal.

          A "competing takeover proposal" is defined as any proposal or offer
       (not including the bid for Normandy by AngloGold as initially announced
       and constituted by AngloGold's bidder's statement dated October 16, 2001
       and the supplementary bidder's statement dated November 1, 2001, but
       including any increase or proposed increase by AngloGold of the
       consideration offered under the AngloGold bid) with respect to any
       transaction that would, if completed substantially in accordance with
       its terms, result in any person or group of persons other than us and
       our subsidiaries acquiring (a) assets of Normandy and/or its
       subsidiaries that have, individually or in the aggregate, a market value
       exceeding 15% of the market value of all the assets of Normandy and its
       subsidiaries (taken as a whole) or (b) 25% or more of the voting shares
       of Normandy.

          The restrictions in (1) and (2) above do not prevent Normandy and the
       Normandy board from taking or refusing to take any action with respect
       to a bona fide competing takeover proposal, provided that the Normandy
       board has determined in good faith and acting reasonably after
       consultation with its financial advisors and outside legal counsel that
       the bona fide competing takeover proposal, which was not solicited,
       initiated or encouraged by Normandy in violation of (1) above and did
       not otherwise result from a breach or deemed breach of (1) or (2) above,
       is a superior takeover proposal.

          A "superior takeover proposal" is defined as a bona fide competing
       takeover proposal which the Normandy board has determined, acting
       reasonably and in good faith (after consulting its financial and legal
       advisors and considering all material aspects of the proposal and the
       party making that proposal), would, if consummated in accordance with
       its terms, be reasonably likely to result in a transaction more
       favorable to the holders of Normandy shares than our takeover bid.


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          Normandy's obligations under these non-solicitation provisions do not
       restrict Normandy or the Normandy board from taking or failing to take
       actions where the Normandy board determines in good faith and acting
       reasonably after consulting its financial advisors and outside legal
       advisors that to take or fail to take such action constitutes, or would
       be likely to constitute, a breach of the fiduciary or statutory duties
       or obligations of the members of the Normandy board.

   (b) UNDERTAKING. Normandy must make a payment to us of A$38.33 million as
compensation for our reasonable opportunity costs, reputational costs
associated with a failed transaction and costs and expenses in connection with
our proposed bid, if:

      (1) a competing takeover proposal is announced or open for acceptance
   and, pursuant to that proposal, the bidder acquires a relevant interest in
   more than 50% of all Normandy's shares and that proposal becomes free from
   any defeating conditions either before or after the end of the applicable
   offer period; or

      (2) the Normandy board fails to recommend our takeover bid in Normandy's
   target statement in response to our takeover bid, or the board withdraws or
   modifies in a manner adverse to us a recommendation previously made in
   respect of our bid (or proposed bid) or enters into any agreement,
   arrangement or understanding to recommend or support, or recommends, a
   competing takeover proposal.

   Normandy is not obligated to make the payment if the following events occur,
unless another person, including AngloGold, makes a competing takeover proposal
which becomes free from any defeating conditions either before or after the end
of the applicable offer period: (a) the terms and conditions of our bid when
made are materially less favorable to Normandy shareholders than the terms and
conditions of the bid specified in the announcement of our intention to make
our bid made on November 14, 2001; (b) our stockholders vote against the
resolution to approve the issue of our securities under our bid; or (c) our bid
does not receive the required approval from the Treasurer of Australia on terms
acceptable to us.

   (c) SECURITY BOND. Normandy must provide a security bond to us as security
for its obligation to make the payment referred to above.

   (d) FACILITATION OF OFFER. Normandy agrees, in certain circumstances, to
permit us to distribute our bidder's statement to Normandy shareholders within
five days of the date it is sent to Normandy and to use best efforts to
distribute its target statement in response to our bid as soon as practicable.

   (e) NORMANDY WARRANTIES. Normandy makes certain representations and
warranties to us in connection with a number of matters including:

      (i) its share capital and authority to enter into the deed;

      (ii) the accuracy of information it has provided to us in connection with
   our due diligence of Normandy;

      (iii) Normandy's conduct of its business; and

      (iv) the reserves and resources of the Normandy group.

   (f) ORDINARY COURSE OF BUSINESS. Normandy agrees, until the consummation of
our bid, to conduct its business consistent with past practice.

   SECOND DEED OF UNDERTAKING


   If at any time before Normandy is due to make the payment to us required by
the first deed of undertaking, there is a challenge before a court or the
Takeover Panel concerning Normandy making the payment: (a) we will not enforce
or seek to enforce Normandy's obligation to make the payment (or seek to
recover the payment under


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Normandy's security bond) until the challenge is finally determined; and (b)
if, when a challenge to Normandy's making the payment (whether it is brought
before or after Normandy has made the payment to us) is finally determined,
Normandy is restrained from making the payment (or any part of the payment), or
if the making of the payment is determined to be illegal or unlawful (other
than for any purpose by a director or officer of Normandy to obtain improper
personal financial benefits), then we will not seek to recover the payment (or,
if applicable, part of the payment) or damages in lieu of the payment against
Normandy or any of its directors or officers, we will not seek to exercise our
rights under Normandy's security bond, and, if the challenge was brought after
Normandy has made the payment to us, we will refund the payment to Normandy.


   We will not seek payment or recovery from Normandy, and will refund
Normandy's payment, under the circumstances outlined above as long as Normandy,
in consultation with us, takes all necessary actions to vigorously defend
against the challenge before the court or the Takeover Panel, seeks to join us
at our cost as a party to any proceeding in which the challenge is made or
brought and, at our discretion, initiates all appeal rights from a decision by
a court or by the Takeover Panel which has the effect or result of preventing
the payment from being made to us.


   THIRD DEED OF UNDERTAKING


   On December 10, 2001, the parties to the first and second deeds of
undertaking agreed to amend the definition of "competing takeover proposal" to
clarify that the amendment of the AngloGold bid announced on November 29, 2001
was a "competing takeover proposal," and the reference to Newmont's takeover
bid was amended to refer to the takeover bid announced by us on November 14,
2001 as amended by the announcement made by us on December 10, 2001. We also
agreed that we will not assert that the filing of any application to the
Takeover Panel by AngloGold prior to December 10, 2001 constituted a breach of
any condition to our takeover bid for Normandy.


  14.2 FRANCO-NEVADA LOCK-UP AGREEMENT

   THE FOLLOWING IS A SUMMARY OF MATERIAL TERMS (NOT OTHERWISE DISCUSSED IN
THIS OFFER DOCUMENT) OF THE LOCK-UP AGREEMENT, DATED AS OF NOVEMBER 14, 2001,
BY AND AMONG US, FRANCO-NEVADA AND FRANCO-NEVADA MINING CORPORATION, INC. (FOR
PURPOSES OF THIS SECTION 14.2, FRANCO-NEVADA AND FRANCO-NEVADA MINING
CORPORATION, INC. ARE COLLECTIVELY REFERRED TO AS "FRANCO-NEVADA") RELATING TO
FRANCO-NEVADA'S 446,100,000 ORDINARY SHARES, WHICH REPRESENT A 19.79% INTEREST
IN NORMANDY, CALCULATED ON A FULLY-DILUTED BASIS (REFERRED TO IN THIS SECTION
14.2 AS "FRANCO-NEVADA'S NORMANDY SHARES").

   (a) SALE OF SHARES. Franco-Nevada will not, and will not permit any person
over which it exercises influence or control to, contract to sell, sell or
otherwise transfer or dispose of Franco-Nevada's Normandy Shares (or any
interest, securities convertible into, or derivative of, or any voting rights
with respect to, any of those shares), other than (a) with our prior consent or
(b) pursuant to an Acquisition Transaction (defined below) under the
circumstances described in this section.

   (b) NON-SOLICITATION. Franco-Nevada may not (and may not permit any of its
subsidiaries to), directly or indirectly, through any of its or its
subsidiaries' directors, officers, employees, insiders, professional advisors,
agents or other authorized representatives: (i) solicit, initiate, encourage or
facilitate (including by way of furnishing non-public information) any
inquiries or proposals regarding a competing takeover proposal; (ii)
participate in any discussions or negotiations regarding any competing takeover
proposal; (iii) approve or recommend any competing takeover proposal; or (iv)
accept or enter any agreement, arrangement or understanding related to any
competing takeover proposal, other than an Acquisition Transaction under the
circumstances described in this section. Further, Franco-Nevada shall
immediately cease or cause to be terminated any existing discussions or
negotiations with any person in respect of a competing proposal and shall not
waive or vary any terms or conditions of any confidentiality or standstill
agreement that it has with a person considering a competing proposal.

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   (c) CALL NOTICE. At any time prior to Franco-Nevada making the payment
referred to in (d) below, we have the right to notify Franco-Nevada (to give
Franco-Nevada a "call notice") that we require it to sell Franco-Nevada's
Normandy shares to us or any entity designated by us (subject to the Treasurer
of Australia giving notice that it does not object to such acquisition, which
condition relates only to such number of the Franco-Nevada Normandy shares
which exceed, in number, 15% of Normandy's issued ordinary shares). The price
at which Franco-Nevada's Normandy shares are to be purchased is 0.0385 of a
Newmont common share (or of a common share of New Newmont that issues the
shares into which the original Newmont Shares are converted or for which they
are exchanged in connection with the transactions contemplated by the
Arrangement Plan) per Normandy ordinary share.

   (d) NOTICE AND TERMINATION PAYMENT. If another party acquires a relevant
interest in at least 50.1% of the ordinary shares of Normandy calculated on a
fully diluted basis (an "acquisition transaction"), Franco- Nevada may at any
time give notice of its intention to tender the shares pursuant to the
acquisition transaction. Within four business days following receipt of
Franco-Nevada's tender notice, we may deliver a call notice to Franco-Nevada.
If we deliver the call notice and acquire Franco-Nevada's Normandy shares under
these circumstances, we may not tender those shares into the acquisition
transaction that gave rise to Franco-Nevada's entitlement to deliver the tender
notice. In addition, for a period of two years from the date of the acquisition
transaction, we may not, directly or indirectly, contract to sell, sell or
otherwise transfer or dispose of any of Franco-Nevada's Normandy shares (or any
interest, securities convertible into or derivative of) or any voting rights
with respect to, any of those shares, other than with Franco-Nevada's prior
written consent, provided that a transfer to a wholly owned subsidiary or New
Newmont that acknowledges that it is bound by the above restrictions will not
require such consent.

   If we do not deliver a Call Notice within four business days following the
delivery of Franco-Nevada's tender notice, Franco-Nevada must pay us a
termination payment of US$20 million, after which time Franco-Nevada must
irrevocably tender Franco-Nevada's Normandy shares to the acquisition
transaction.

   If, upon the occurrence of the acquisition transaction, Franco-Nevada does
not deliver a tender notice to Newmont within 15 days, Franco-Nevada must pay
us the US$20 million termination payment on that date. In addition, for two
years from the date of the acquisition transaction, Franco-Nevada must not
directly or indirectly, contract to sell, sell or otherwise transfer or dispose
of any of Franco-Nevada's Normandy shares (or any interest, securities
convertible into, or derivative of, or any voting rights with respect to, any
of the shares), other than with our prior written consent, provided that a
transfer to a wholly owned subsidiary that acknowledges that it is bound by the
above restrictions will not require such consent.

   At any time prior to the occurrence of an acquisition transaction as
described above, if the number of Franco-Nevada's Normandy shares, together
with any other ordinary shares of Normandy tendered to our transaction, equals
at least 50.1% of the Normandy shares (calculated on a fully diluted basis),
and the conditions to our transaction capable of satisfaction prior to the
take-up of Normandy shares have been otherwise satisfied or waived, we may
require Franco-Nevada to tender the Franco-Nevada Normandy shares to our
transaction.

  14.3 ARRANGEMENT AGREEMENT

   THE FOLLOWING IS A SUMMARY OF THE MATERIAL TERMS (NOT OTHERWISE DISCUSSED IN
THIS OFFER DOCUMENT) OF THE ARRANGEMENT AGREEMENT, DATED NOVEMBER 14, 2001, BY
AND BETWEEN US AND FRANCO-NEVADA MINING CORPORATION LIMITED.

   (a) REPRESENTATIONS AND WARRANTIES. The arrangement agreement contains
various representations and warranties of Newmont with respect to Newmont and
our subsidiaries relating to, among other things: (a) our corporate
organization, existence and similar corporate matters; (b) our capitalization;
(c) the authorization, execution, delivery and enforceability of the
arrangement agreement; (d) the execution and delivery of the arrangement
agreement and consummation of the transaction not conflicting with or resulting
in a violation of, or

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default under, or giving rise to a right of consent, termination or
acceleration of any obligation under, or resulting in a lien on their
properties or assets under their articles or by-laws, any law, regulation,
order, judgment or decree and other agreements and documents, applicable to us;
(e) the reports, schedules, forms, statements and other documents filed by us
with the SEC, the compliance in all material respects thereof with the
requirements of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and the accuracy of the information contained
therein; (f) the absence since December 31, 2000 of any event, change, effect
or development which, individually or in the aggregate, has had or would
reasonably be expected to have a material adverse effect on us and our
subsidiaries, taken as a whole; (g) the absence of judgments, injunctions,
orders or decrees that have the effect of impairing the conduct of the business
of Newmont and any of our subsidiaries; (h) our title to our real property
interests; (i) our insurance coverage; (j) the absence of litigation that,
individually or in the aggregate, would reasonably be expected to have a
material adverse effect on Newmont and our subsidiaries, taken as a whole; and
(k) compliance with applicable laws.

   The arrangement agreement also contains various representations and
warranties of Franco-Nevada with respect to Franco-Nevada and its subsidiaries
relating to, among other things, (a) their corporate organization, existence
and similar corporate matters; (b) their capitalization; (c) the authorization,
execution, delivery and enforceability of the arrangement agreement; (d) the
execution and delivery of the arrangement agreement and consummation of the
transaction not conflicting with or resulting in a violation or default under,
or giving rise to a right of consent, termination or acceleration of any
obligation under, or resulting in a lien on their property or assets under
their articles or by-laws, any law, regulation, order, judgment or decree and
other agreements and documents; (e) the reports, schedules, forms, statements
and other documents filed by Franco-Nevada with Canadian securities regulatory
authorities, the compliance in all material respects thereof with the
requirements of Canadian securities laws and the accuracy of the information
contained therein; (f) the absence since March 31, 2001 of any event, change,
effect or development which, individually or in the aggregate, has had or would
reasonably be expected to have a materially adverse effect on Franco-Nevada and
its subsidiaries, taken as a whole; (g) compliance with applicable laws; (h)
the absence of judgments, injunctions, orders or decrees that have the effect
of impairing the conduct of the business of Franco-Nevada and any of its
subsidiaries; (i) the filing of tax returns and the payment of taxes; (j) the
title of Franco-Nevada to its real property interests; (k) compliance with
environmental laws; (l) ownership of intellectual property; (m) employment
matters; (n) pension and employee benefits; (o) completeness and accuracy of
financial and corporate books and records; (p) insurance matters; (q) the
absence of litigation that, individually or in the aggregate, would reasonably
be expected to have a materially adverse effect on Franco-Nevada and its
subsidiaries, taken as a whole; (r) compliance with mine health and safety
legislation; (s) dispositions of assets or property since March 31, 2001; and
(t) there having been no material reduction in reserves or in the aggregate
amount of mineralized material since March 31, 2001.

   (b) CONDUCT OF BUSINESS OF FRANCO-NEVADA. Prior to the effective time,
unless we otherwise agree in writing, Franco-Nevada is required, and is
required to cause each of its subsidiaries, to (i) conduct its business only
in, not take any action except in, and maintain its facilities in, the ordinary
course of business consistent with past practice, (ii) maintain and preserve
its business organization and its material rights and franchises, (iii) retain
the services of its officers and key employees, (iv) maintain relationships
with customers, suppliers, lessees, joint venture partners, licensees, lessors,
licensors and other third parties, and (v) maintain all of its operational
assets in their current condition (normal wear and tear excepted) to the end
that its goodwill and ongoing business are not impaired in any material
respect. Without limiting the generality of the foregoing, Franco-Nevada is
required (unless contemplated by the arrangement agreement or we otherwise
agree in writing) to:

      (1) not do, permit any of its subsidiaries to do or permit to occur any
   of the following (directly or indirectly):

          (A) issue, grant, sell, transfer, pledge, lease, dispose of, encumber
       or agree to issue, grant, sell, pledge, lease, dispose of or encumber:


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             (i) any common shares or other securities entitling the holder to
          rights in respect of the securities or assets of Franco-Nevada or its
          subsidiaries, other than pursuant to rights to acquire such
          securities existing at the date of the arrangement agreement, or

             (ii) any property or assets of Franco-Nevada or any of its
          subsidiaries, except in the ordinary course of business consistent
          with past practice;

          (B) amend or propose to amend its constitutional documents (including
       articles or other organizational documents or by-laws);

          (C) declare or make any dividend or other distribution (in cash,
       securities or other property) in respect of any of its securities;

          (D) redeem, purchase or offer to purchase any securities or enter
       into any agreement, understanding or arrangement with respect to the
       sale, voting, registration or repurchase of its capital stock;

          (E) adjust, split, combine or reclassify its capital stock or merge,
       consolidate or enter into a joint venture with any person;

          (F) except in accordance with existing executed agreements of
       purchase and sale, acquire or agree to acquire (by purchase,
       amalgamation, merger or otherwise) any person or assets that
       individually exceeds US$5 million or, in the aggregate, exceed US$10
       million;

          (G) make, or commit to make, any capital expenditures that,
       individually exceed US$10 million or, in the aggregate, exceed US$25
       million;

          (H) amend or modify, or propose to amend or modify, its shareholder
       rights plan;

          (I) incur, create, assume, commit to incur, guarantee or otherwise
       become liable or responsible for indebtedness for borrowed money, other
       than:

             (i) advances from subsidiaries of Franco-Nevada made in the
          ordinary course of business consistent with past practice;

             (ii) advances from subsidiaries of Franco-Nevada made to fund
          expenditures permitted by the arrangement agreement; and

             (iii) pursuant to existing operating lines of credit with third
          party lenders;

          (J) settle or compromise any suit, claim, action, proceeding,
       hearing, notice of violation, demand letter or investigation involving
       the possible payment or receipt of amounts that exceed, in the
       aggregate, US$250,000;

          (K) enter into, adopt or amend any employee benefit plan or
       employment agreement, except as may be required by applicable law;

          (L) modify, amend or terminate, or waive, release or assign any
       material rights or claims with respect to any confidentiality agreement
       to which Franco-Nevada is a party;

          (M) take any action that could give rise to a right to severance
       benefits pursuant to any employment, severance, termination, change in
       control or similar agreements or arrangements;

          (N) adopt or amend, or increase or accelerate the timing, payment or
       vesting of benefits under or funding of, any bonus, profit sharing
       compensation, stock option, pension, retirement, deferred compensation,
       employment or other employee benefit plan, agreement, trust, fund or
       arrangement for the benefit or welfare of any current or former
       employee, director or consultant;

          (O) enter into any confidentiality agreements or arrangements other
       than in the ordinary course of business consistent with past practice;


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          (P) except as otherwise required by law, make any material tax
       election, settle or compromise any material tax claim, file any tax
       return (other than in a manner consistent with past practice) or change
       any method of tax accounting;

          (Q) take any action to exempt or make not subject to the provisions
       of any take-over law or other law, which purports to limit or restrict
       business combinations or the ability to acquire or vote shares, any
       person (other than we or our subsidiaries) or any action taken thereby,
       which person or action would have otherwise been subject to the
       restrictive provisions thereof and not exempt therefrom;

          (R) make any changes to existing accounting practices, except as the
       auditors of Franco-Nevada advise in writing are required by applicable
       law or generally accepted accounting principles, or write up, write down
       or write off the book value of any assets in amount that, in aggregate,
       exceed US$500,000 except for depreciation and amortization in accordance
       with generally accepted accounting principles; or

          (S) enter into or modify any employment, severance, collective
       bargaining or similar agreements or arrangements with, or take any
       action with respect to or grant any salary increases, bonuses, benefits,
       severance or termination pay to, any current or former officers,
       directors or other employees or consultants;

      (2) use its best efforts to cause its current insurance (or re-insurance)
   policies not to be cancelled or terminated or any other coverage under those
   policies to lapse, unless simultaneously with such termination, cancellation
   or lapse, replacement policies underwritten by insurance and re-insurance
   companies of nationally recognized standing providing coverage equal to or
   greater than the coverage under the cancelled, terminated or lapsed policies
   for substantially similar premiums are in full force and effect;

      (3) not do or permit any action that would, or could reasonably be
   expected to, render any of its representations or warranties in the
   arrangement agreement untrue or inaccurate in a manner that would, or could
   reasonably be expected to, be materially adverse to Franco-Nevada and its
   subsidiaries, taken as a whole;

      (4) promptly notify us orally and in writing of any change in the
   ordinary course of its business, operations or properties and of any
   material complaints, investigations or hearings (or communications
   indicating that the same may be contemplated) that, individually is, or in
   the aggregate are, or could reasonably be expected to be materially adverse
   to Franco-Nevada and its subsidiaries, taken as a whole;

      (5) not implement any other change in its business, affairs,
   capitalization or dividend policy that is, or in the aggregate are, or could
   reasonably be expected to be materially adverse to Franco-Nevada and its
   subsidiaries, taken as a whole; and

      (6) not enter into or modify any contract, agreement, commitment or
   arrangement with respect to any of the foregoing matters.

   (c) CONDUCT OF BUSINESS AND COVENANTS BY NEWMONT. Prior to the effective
time, unless Franco-Nevada otherwise agrees in writing, we are required, and
are required to cause each of our subsidiaries to, (i) conduct our business and
maintain our facilities in the ordinary course of business consistent with past
practice, (ii) maintain and preserve our business organization and our material
rights and franchises, (iii) retain the services of our officers and key
employees, (iv) maintain relationships with customers, suppliers, lessees,
joint venture partners, licensees, lessors, licensors and other third parties,
and (v) maintain all of our operational assets in their current condition
(normal wear and tear excepted) to the end that our goodwill and ongoing
business are not impaired in any material respect. Without limiting the
generality of the foregoing, we are required (unless contemplated by the
arrangement agreement or Franco-Nevada otherwise agrees in writing) to:

      (1) not, nor permit any of our subsidiaries to, redeem, purchase or offer
   to purchase any securities of our capital stock, or enter into any
   agreement, understanding or arrangement with respect to the repurchase of
   our capital stock (except for transactions among Newmont and our presently
   existing or future direct or indirect wholly-owned subsidiaries);


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      (2) not make any amendment to our certificate of incorporation that
   changes the fundamental attributes of our common stock;

      (3) not make, declare or pay any dividend (other than quarterly dividends
   not in excess of US$0.03 per share of our common stock and US$0.8125 per
   share of preferred stock, with record and payment dates consistent with past
   practice);

      (4) not adjust, split, combine or reclassify our capital stock or merge
   or consolidate with any person;

      (5) not incur, create, assume, commit to incur, guarantee or otherwise
   become liable or responsible for indebtedness for borrowed money that, in
   the aggregate, exceed US$200 million, except in the ordinary course of
   business consistent with past practice and other than:

          (i) advances from our subsidiaries made to fund expenditures
       permitted by the arrangement agreement; and

          (ii) pursuant to existing operating or replacement lines of credit
       with third party lenders;

      (6) not do or permit any action that would, or could reasonably be
   expected to, render any of its representations or warranties in the
   arrangement agreement untrue or inaccurate in a manner that would, or could
   reasonably be expected to, be materially adverse to us and our subsidiaries,
   taken as a whole;

      (7) promptly notify Franco-Nevada orally and in writing of any change in
   the ordinary course of its business, operations or properties and of any
   material complaints, investigations or hearings (or communications
   indicating that the same may be contemplated) that, individually is, or in
   the aggregate are, or could reasonably be expected to be, materially adverse
   to us and our subsidiaries, taken as a whole;

      (8) not enter into or modify any contract, agreement, commitment or
   arrangement with respect to any of the foregoing matters; and

      (9) not implement any other change in its business, affairs,
   capitalization or divided policy that is, or in the aggregate are, or could
   reasonably be expected to be, materially adverse to us and our subsidiaries,
   taken as a whole.

   In addition, we must not (unless we first consult with Franco-Nevada) do,
permit any of its subsidiaries to do or permit to occur any of the following
(directly or indirectly), except in connection with the transaction and among
Newmont and our direct or indirect wholly-owned subsidiaries:

      (1) issue, grant, sell, transfer, pledge, lease, dispose of, encumber or
   agree to issue, grant, sell, pledge, lease, dispose of or encumber:

          (A) any shares of our common stock or other securities entitling the
       holder to rights in respect of the securities or assets of Newmont or
       our subsidiaries, other than pursuant to existing rights to acquire such
       securities; or

          (B) any property or assets of Newmont or any of our subsidiaries,
       except in the ordinary course of business consistent with past practice;

      (2) except in accordance with existing executed agreements of purchase
   and sale, acquire or agree to acquire (by purchase, amalgamation, merger or
   otherwise) any person or assets that individually exceed US$50 million or,
   in the aggregate, exceed US$100 million; or

      (3) except as provided in our regular budget, make, or commit to make,
   any capital expenditures that individually exceeds US$50 million.

   Under the arrangement agreement, we agree to use our best efforts to:

      (1) obtain all orders required from the applicable Canadian securities
   regulatory authorities to permit the first resale of:

          (A) the exchangeable shares issued pursuant to the arrangement; and


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          (B) the Newmont shares issued from time to time upon exchange of the
       exchangeable shares,

   in each case without qualification with or approval of or the filing of any
   prospectus (other than in the case of a control person for purposes of
   Canadian securities laws);

      (2) cause the exchangeable shares to be listed and posted for trading on
   the TSE by the effective time and to take reasonable steps to maintain such
   listings for so long as there are exchangeable shares outstanding (other
   than securities held by Newmont or any of our affiliates);

      (3) take reasonable steps to ensure that Newmont Canada has, at the
   effective time and for so long as there are exchangeable shares outstanding
   (other than exchangeable shares held by Newmont or any of our affiliates), a
   "substantial Canadian presence" within the meaning of subsection 206(1.1) of
   the Income Tax Act (or "ITA");

      (4) take reasonable steps to cause the listing and admission to trading
   on the NYSE of the shares of Newmont common stock to be issued at the
   effective time and from time to time (i) upon exchange of the exchangeable
   shares, and (ii) upon the exercise of the Franco-Nevada Options,
   Franco-Nevada Class B Warrants and Franco-Nevada Class C Warrants; and

      (5) take reasonable steps to ensure that Newmont Canada is, at the
   effective time and for so long as there are exchangeable shares outstanding
   (other than exchangeable shares held by Newmont or any of our affiliates), a
   "taxable Canadian corporation" and not a "mutual fund corporation," each
   within the meaning of the ITA.

   (d) NON-SOLICITATION. Franco-Nevada has agreed that it will not, and will
not permit any of its subsidiaries to, directly or indirectly, through any
director, officer, employee, insider, professional advisor, agent or authorized
representative or otherwise, take any action that may in any way adversely
affect or reduce the successful completion of the transaction. Without limiting
the foregoing, Franco-Nevada has agreed that it will not, and will not permit
any of its subsidiaries, directly or indirectly, through any of the foregoing,
to solicit, initiate, encourage or facilitate (including by way of furnishing
non-public information) any inquiries or proposals regarding an alternative
transaction, participate in any discussions or negotiations regarding any
alternative transaction, approve or recommend any alternative transaction, or
accept or enter into any agreement, arrangement or understanding related to any
alternative transaction; provided, however, that, subject to Franco-Nevada's
obligation to give notice and our right to respond, nothing will prevent the
board of directors from (i) complying with its obligations under applicable
securities law to prepare and deliver a directors' circular in response to a
take-over bid, and (ii) considering, participating in discussions or
negotiations and entering into confidentiality agreements and providing
information regarding an unsolicited BONA FIDE written acquisition proposal
that does not result from a breach of the foregoing and that the board of
directors determines by formal resolution in good faith, after consultation
with its financial advisors and outside legal counsel, is a superior proposal,
but only to the extent that the board of directors has also determined by
formal resolution, in good faith after consultation with its outside counsel
that the failure to take such action would reasonably be expected to constitute
a breach of its fiduciary duties.

   Franco-Nevada may accept, approve, recommend or enter into an agreement,
understanding or arrangement to implement a superior proposal if (i) it has
provided us with a copy of the documentation relating to the superior proposal,
and (ii) five business days have elapsed from the later of the date we received
written notice from the board of directors that it has resolved to accept,
approve, recommend or enter into a binding agreement to implement the superior
proposal, and the date we received all of the documentation relating to the
superior proposal.

   During such five business day period, we will have the right, but not the
obligation, to offer to amend the terms of the arrangement agreement. The board
of directors will review any offer by us to amend the terms of the arrangement
agreement in good faith, in consultation with its financial advisors and
outside legal counsel, to determine whether the acquisition proposal to which
we are responding would be a superior proposal when

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assessed against our amended proposal. If the board of directors does not so
determine, by formal resolution, it will enter into an amended agreement with
us reflecting our amended proposal. If the board of directors determines by
formal resolution that the acquisition proposal is nonetheless a superior
proposal and Franco-Nevada has made the payment to us described in "Termination
and Termination Fees" below, Franco-Nevada may approve, recommend, accept or
enter into an agreement, understanding or arrangement to implement the superior
proposal, provided that in no event is the board of directors permitted to take
any action that may obligate Franco-Nevada or any other person to seek to
interfere with the completion of the transactions or impose any "break-up,"
"hello" or other fees or options or rights to acquire assets or securities, or
any other obligations that would survive completion of the transaction, or
Franco-Nevada or any of its subsidiaries, property or assets.

   (e) CONDITIONS TO THE TRANSACTION. The obligations of Franco-Nevada and us
to consummate the transaction are subject to the satisfaction of certain mutual
conditions, including (i) approval of the requisite resolutions by
Franco-Nevada shareholders at the Franco-Nevada shareholders' meetings, (ii)
approval of the arrangement by the Superior Court of Justice of the Province of
Ontario (the "Ontario Superior Court"), (iii) approval by our shareholders of
the issuance of the shares of common stock to complete the arrangement and the
acquisition of Normandy, (iv) listing of the shares of common stock of Newmont
and the exchangeable shares issuable to Franco-Nevada shareholders pursuant to
the arrangement on the NYSE and the TSE, respectively, (v) the acquisition by
us and our associates of a "relevant interest" (as defined below) in at least
50.1% of the Normandy shares, calculated on a fully-diluted basis (see "Newmont
Bid") and (vi) receipt of all necessary regulatory approvals. As defined in the
Australian Corporations Act 2001, a person will have a relevant interest in
securities if such person (i) is the holder of the securities, (ii) has the
power to exercise, or control the exercise of, the right to vote attached to
the securities, or (iii) has the power to dispose of, or control the exercise
of a power to dispose of, the securities.

   The obligations of Franco-Nevada to complete the transaction are subject to
the satisfaction of certain conditions in its favor, including the
representations and warranties of Newmont under the arrangement agreement being
true and correct in all material respects and there not having occurred any
event, change, effect or development that individually or in the aggregate, has
had or is reasonably likely to have, a materially adverse effect on Newmont and
our subsidiaries, taken as a whole.

   Our obligations to complete the transaction are subject to the satisfaction
of certain conditions in its favor including the representations and warranties
of Franco-Nevada under the arrangement agreement being true and correct in all
material respects, there not having been delivered and not withdrawn notices of
dissent with respect to the requisite Franco-Nevada shareholder resolutions in
respect of more than 4,000,000 Franco-Nevada common shares, and there not
having occurred any event, change, effect or development that individually or
in the aggregate, has had or is reasonably likely to have, a materially adverse
effect on Franco-Nevada and its subsidiaries taken as a whole.

   (f) AMENDMENT AND WAIVER. The arrangement agreement, including the plan of
arrangement, may be amended by written agreement of the parties at any time
before or after the Franco-Nevada shareholder meeting, but not later than the
effective date and any such amendment may, subject to applicable law or the
interim order of the Ontario Superior Court, without limitation (i) change the
time for performance of any of the obligations or acts of the parties, (ii)
waive any inaccuracies in or modify any representation contained in the
arrangement agreement or any document to be delivered pursuant to the
arrangement agreement, (iii) waive compliance with or modify any of the
covenants contained in the arrangement agreement or waive or modify performance
of any of the obligations of the parties, and/or (iv) waive compliance with or
modify any condition precedent contained in the arrangement agreement. If
Franco-Nevada or Newmont, as the case may be, proposes any amendment or
amendments to the arrangement agreement or the plan of arrangement, the other
must consider that amendment and if it and its security holders are not
prejudiced by reason of any such amendment, it will cooperate so that that
amendment can be effected subject to applicable law and the rights of the
security holders.

   Franco-Nevada and we will use all efforts to obtain the approvals of the
Ontario Superior Court and the Franco-Nevada shareholders in respect of any
amendments to the arrangement agreement, including the plan of arrangement, to
the extent required by applicable law.

                                      155



   (g) TERMINATION AND TERMINATION FEES. The arrangement agreement may be
terminated at any time prior to the effective time by mutual written agreement
of Franco-Nevada and Newmont, or by either Franco-Nevada or Newmont, subject to
the other party's right to cure in certain circumstances, if the conditions to
the arrangement have not been waived or satisfied on or before October 31,
2002. Franco-Nevada may terminate the arrangement at any time if our
shareholders do not approve all matters necessary to consummate the transaction
or if a person other than Newmont or a related entity of Newmont
unconditionally acquires not less than 50.1% of the Normandy shares, calculated
on a fully diluted basis. Newmont may terminate the arrangement agreement if at
any time:

      (A) the Franco-Nevada board of directors (i) does not recommend or
   withdraws or modifies in a manner adverse to Newmont or refuses to affirm
   its recommendation of the arrangement, or (ii) approves, recommends, accepts
   or enters into any agreement, undertaking or arrangement in respect of an
   alternative transaction;

      (B) the Franco-Nevada shareholders meeting is cancelled, adjourned or
   delayed, except as expressly contemplated by the arrangement agreement or
   agreed to by us in writing;

      (C) the shareholders do not cast (or do not cause to be cast) sufficient
   votes at the Franco-Nevada shareholders meeting to permit completion of the
   arrangement; or

      (D) a person other than Newmont or an affiliate of Newmont
   unconditionally acquires not less than 50.1% of the Normandy shares
   calculated on a fully diluted basis.

   Provided that we have not failed to perform any covenant required to be
   performed by us pursuant to the arrangement agreement (or such failure is
   not materially adverse to Franco-Nevada and its subsidiaries taken as a
   whole) and no representation or warranty made by us contained in the
   arrangement agreement is untrue in any material respect, if we exercise our
   right of termination pursuant to: (a) clauses (A), (B) or (C) above (where,
   in the case of clause (C), at the time of the Franco-Nevada shareholders
   meeting a BONA FIDE acquisition proposal that has been made has not been
   withdrawn), Franco-Nevada will immediately pay to us US$100 million in
   immediately available funds to an account designated by us; or (b) clause
   (iii) above, where, at the time of the Franco-Nevada shareholders meeting, a
   BONA FIDE acquisition proposal that has been made has been withdrawn or no
   such proposal has been made, Franco-Nevada will immediately pay to us US$20
   million in immediately available funds to an account designated by us. In
   addition, with respect to paragraph (b), if, at any time within 12 months
   after the date of such payment, Franco-Nevada approves, recommends, accepts,
   enters into or consummates an acquisition proposal, Franco-Nevada will pay
   to us US$80 million in immediately available funds to an account designated
   by us upon consummation of that acquisition proposal. Franco-Nevada will not
   be obligated to make payments exceeding US$100 million pursuant to the
   foregoing provisions.

   If (i) the Franco-Nevada shareholders approve the transaction and our
shareholders do not approve the transaction, (ii) Franco-Nevada has not failed
to perform any covenant required to be performed by it pursuant to the
arrangement agreement (or such failure is not materially adverse to
Franco-Nevada and its subsidiaries or Newmont and our subsidiaries, in each
case taken as a whole), (iii) no representation or warranty made by
Franco-Nevada is untrue in any material respect, and (iv) Franco-Nevada
exercises its right to terminate the arrangement agreement, we will pay to
Franco-Nevada US$10 million in immediately available funds to an account
designated by Franco-Nevada, for its out-of-pocket expenses.

  14.4 OTHER AGREEMENTS

   CHAMPION DE CRESPIGNY ESCROW AGREEMENT

   In connection with Mr. Champion de Crespigny's proposed appointment to the
board of directors of Newmont, it has been proposed that Mr. Champion de
Crespigny will be requested to agree to a voluntary escrow of Newmont CDIs
which are issued to him under the offer for a maximum period of two years from
the issue date.


                                      156



   Mr. Champion de Crespigny disclosed in Normandy's target statement in
response to the AngloGold bid that he and his associates held 71,076,161
ordinary shares of Normandy.

   SCHULICH AND LASSONDE LOCK-UP AND ESCROW AGREEMENTS

   Seymour Schulich, Chairman of the Board and Co-Chief Executive Officer of
Franco-Nevada, and his affiliates own 10,200,492 common shares of Franco-Nevada
and Pierre Lassonde, President and Co-Chief Executive Officer of Franco-Nevada,
and his affiliates own 3,651,167 common shares of Franco-Nevada (and
Franco-Nevada Options to purchase 667,200 common shares), representing, in the
aggregate, approximately 8.7% of the common shares of Franco-Nevada issued and
outstanding. Pursuant to the lock-up agreements, each of Mr. Schulich and Mr.
Lassonde has agreed that all of his common shares of Franco-Nevada (including
common shares acquired by him after the date of the lock-up agreements) will be
voted in favor of the plan of arrangement and that he will not vote any of such
common shares in favor of any alternative transaction. Each of Mr. Schulich and
Mr. Lassonde irrevocably agrees among other things, that he will not, and will
not permit any person over which he exercises influence or control to, contract
to sell, sell or otherwise transfer or dispose of any of his common shares of
Franco-Nevada (or any interest, securities convertible into or any voting
rights with respect to any of his common shares of Franco-Nevada), other than
pursuant to the arrangement or with Newmont's prior written consent. The
lock-up Agreements further provide that each of Mr. Schulich and Mr. Lassonde:

   (a) will not permit any person over which he exercises influence or control,
       directly or indirectly (including, if applicable, through its directors,
       officers, employees, insiders, professional advisors, agents or other
       authorized representatives) to take any action that may in any way
       adversely affect or reduce the likelihood of the successful completion
       of the plan of arrangement; and

   (b) will not (and will not permit any of its subsidiaries to), directly or
       indirectly, through any of its or its subsidiaries' directors, officers,
       employees, insiders, professional advisors, agents or other authorized
       representatives:

      (i) solicit, initiate, encourage or facilitate (including by way of
          furnishing non-public information) any inquiries or proposals
          regarding an alternative transaction;

     (ii) participate in any discussions or negotiations regarding any
          alternative transaction;

   (iii)  approve or recommend any alternative transaction; or

     (iv) accept or enter any agreement, arrangement or understanding related
          to any alternative transaction.

   Pursuant to the escrow agreements each of Mr. Schulich and Mr. Lassonde has
deposited or agreed to deposit in escrow the certificate(s) representing the
common shares of Franco-Nevada referred to in the lock-up agreements (and, in
the case of Mr. Lassonde, the certificate(s) representing common shares of
Franco-Nevada issued upon exercise of his Franco-Nevada stock options). The
common shares of Franco-Nevada deposited in escrow will be released, subject to
accelerated release in certain events, three months following the termination
of the escrow agreements. On the effective date of the acquisition of
Franco-Nevada, 30% of the exchangeable shares received in exchange for the
escrowed common shares of Franco-Nevada will be released and the balance will
be released as to 30% on the first anniversary of the effective date, and as to
20% on each of the second and third anniversaries of the effective date.

  14.5 CERTAIN RELATIONSHIPS

  JOINT VENTURE BETWEEN NEWMONT AND NORMANDY

   Newmont and Normandy each have a 50% interest in the Pajingo joint venture
as successors to a joint venture agreement between Posgold Operations Pty Ltd
and Battle Mountain (Australia) Inc. Under the joint

                                      157



venture agreement, Normandy manages mine operations and exploration. For these
services, Normandy receives a management fee of approximately A$1.2 million per
annum from Newmont.

  NEWMONT PROPERTIES SUBJECT TO FRANCO-NEVADA ROYALTIES

   Newmont owns and in some cases actively conducts operations on a number of
properties in Nevada which are subject to the payment of a production royalty
to Franco-Nevada. The following properties are currently producing and provided
Franco-Nevada with the royalty payment indicated over the period of October 1,
2000 through September 30, 2001:

  .  The Deepstar Mine, for which Franco-Nevada received US$579,795 in payments
     based on a variable royalty of 5.75%-6% NSR.

  .  The Deep Post Mine, for which Franco-Nevada receives a variable royalty of
     5.5%-6% NSR. The BLLS 5-0 Stockpile is subject to a royalty of 4.62% NSR.
     The combined royalty from Deep Post and BLLS 5-0 Stockpile production was
     US$867,737.

  .  The Maggie Creek claims, for which Franco-Nevada received US$154,872 in
     payments based on a variable royalty of 3.072%-4.9% NSR.

  .  The Good Hope patents and Nevada King claims, for which Franco-Nevada
     received US$14,739 in payments based on a royalty of 8% NSR.

   Non-producing properties owned by Newmont that are subject to Franco-Nevada
royalties include: the Barr claims (2% NSR), Carlin Valley claims and adjacent
lands (3.6% NSR), Chicago claims (5% NSR), Golden Boy claims (3% NSR), Joe and
Don claims (5% NSR), London claims (5% NSR), a part of the Lone Tree Mine (1%
NSR), Micron claims (3% NSR), and Getchell Section 13 lands (2% NSR). Effective
December 4, 2001, Newmont and Getchell Gold Corporation entered into an
agreement under which Newmont will process a 150,000 ton ore stockpile, which
is subject to a 2% NSR royalty in favor of Franco-Nevada. In addition,
Franco-Nevada has 0.5%-4% NSR interest covering parts of Newmont's Holloway
camp in Ontario, Canada, currently non-producing, pursuant to which
arrangements Franco-Nevada receives annual advanced royalty payments of $25,000.

                                      158



15 ADDITIONAL INFORMATION

  15.1 SECURITY STRUCTURE OF NORMANDY

   To our knowledge, as at November 30, 2001, Normandy has on issue the
following securities:

  .  2,232,768,401 ordinary shares of Normandy; and

  .  21,544,057 Normandy options.

   Franco-Nevada and one of its subsidiaries, which together own 446,100,000
ordinary shares of Normandy, representing 19.79% of the ordinary shares of
Normandy, calculated on a fully-diluted basis, have granted to us the right,
exercisable at our discretion, to acquire their block of ordinary shares of
Normandy at the exchange ratio of our bid for Normandy. Consequently,
immediately before the lodgment of this offer document with ASIC on December
20, 2001, we had a relevant interest in 446,100,000 ordinary shares of
Normandy. Details of that relevant interest are set out in section 14.2. Delta
Acquisition LLC is an associate of Newmont, and thus has voting power in the
446,100,000 Normandy shares. Subject thereto, we did not have a relevant
interest in any other ordinary shares of Normandy or Normandy options at that
time.

   Our voting power in Normandy is 19.99% (represented by the 446,100,000
ordinary shares of Normandy referred to above) as at the date of this offer
document and immediately before the offer will be sent to Normandy shareholders.

  15.2 NORMANDY OPTIONS

   As at  November 30, 2001, there were 21,544,057 Normandy options,
convertible into 21,597,982 shares, all of which were issued pursuant to the
Normandy Executive Share Incentive Plan or the Employee Share Bonus Plan. The
offer extends to all ordinary shares of Normandy which are issued prior to the
end of the offer period as a result of Normandy options being exercised.

   If at the end of the offer period there are Normandy options which have not
been exercised, then, subject to us being permitted to do so under the
Corporations Act, we intend to seek to acquire compulsorily, under the
provisions of the Corporations Act, any Normandy options which have not been
exercised.

  15.3 NORMANDY SECURITIES COVERED BY BID

   Offers will be made under the Australian offer document to all holders of
Normandy shares other than those who at the offer date have registered
addresses recorded in the Normandy register of members in either the United
States or Canada.

   Offers will also extend to Normandy shares which are issued during the
period commencing on the offer date and ending at the end of the offer period
as a result of the exercise of Normandy options in accordance with their terms.

   Offers will be made under the United States offer document to holders of
Normandy shares who, at the offer date, have registered addresses recorded in
Normandy's register of members in either the United States or Canada.

   Details of the structure of the offers are provided in section 5.

  15.4 SOURCES OF CONSIDERATION

      (a) Cash Consideration

   The consideration for the acquisition of the Normandy shares to which the
offers relate will be satisfied in part by the payment of cash.


                                      159




   Assuming that all Normandy options are exercised prior to the commencement
of or during the offer period, and acceptances are received in respect of such
Normandy shares, the total amount of cash that we may become obliged to pay to
offerees under the offers is approximately A$1,127,440,000.



   The cash consideration for the offers referred to above and funds to satisfy
our other obligations relating to the offers will be provided under a loan
facility which Delta Acquisition LLC has entered into with Newmont (the "Delta
Facility"). Delta Acquisition LLC is an indirect wholly owned subsidiary of
Newmont. The terms of the Delta Facility are set out in a letter of offer from
Newmont dated December 18, 2001 (varied on January 2, 2002) which has been
accepted by Delta Acquisition LLC. The terms of the Delta Facility are as
follows:



  .  the amount of the Delta Facility is A$1,127,440,000;


  .  the funds provided under the Delta Facility are for the purpose of
     acquiring the Normandy shares under the offer and paying transaction costs
     associated with the offer;

  .  the basic terms (such as events of default and interest payable) of the
     Delta Facility are identical to the terms of the Revolving Credit
     Facilities described below;

  .  the Delta Facility is unsecured; and

  .  there are no conditions precedent which need to be satisfied by Delta
     Acquisition LLC to draw-down under the Delta Facility.

The funds which are to be advanced by Newmont under the Delta Facility will be
provided under banking facilities (the "Revolving Credit Facilities") which
Newmont has entered into with the Chase Manhattan Bank, as agent. The terms of
the Revolving Credit Facilities are set out in two agreements, dated as of
October 10, 2001. The terms of the Revolving Credit Facilities are as follows:

  .  The amount of the Revolving Credit Facility is US$600,000,000
     (US$400,000,000 under the 5 year revolving credit facility and
     US$200,000,000 under a 364 Day Facility).

  .  The funds provided under the Revolving Credit Facilities are for general
     corporate purposes.

  .  Interest rates under the facility are variable, can be fixed for up to six
     months at Newmont's option and are subject to adjustment if changes in
     Newmont's long term credit rating occur.

  .  The Revolving Credit Facilities are unsecured. Under the terms of the
     Revolving Credit Facilities, there is a negative pledge of the assets of
     Newmont as well as two financial covenants: Net debt/capitalization may
     not exceed 62.5% and the ratio of Net debt/EBITDA may not exceed 4.0 to
     1.0. There are also limitations on Newmont undergoing fundamental business
     changes and incurring liens.

  .  There are no conditions precedent that need to be satisfied by Newmont for
     it to draw-down under the Revolving Credit Facilities.

  .  The events of default are customary events of default for facilities of
     this nature, including failure to make repayments of principal and
     interest, failure to comply with covenants and insolvency proceedings.

  .  The representations and warranties to be given on draw-down are the usual
     form of representations and warranties, such as valid incorporation and
     the absence of default.

  .  The Revolving Credit Facilities are undrawn.

   (b) Shares

   We have agreed to issue or procure the issue of sufficient shares of our
common stock to satisfy the consideration payable to Normandy shareholders.

                                      160



  15.5 PURCHASES DURING PREVIOUS FOUR MONTHS

   We acquired a relevant interest in 446,100,000 Normandy Shares on November
14, 2001. Further details of this acquisition are set out in section 14.2 of
this offer document.

   Subject to the foregoing, neither we nor any of our associates has provided,
or agreed to provide, consideration for Normandy shares under a purchase or
agreement made during four months before the date of the offers.

  15.6 BENEFITS TO NORMANDY SHAREHOLDERS

   Except to the extent and as referred to elsewhere in this offer document,
neither we nor any of our associates has, during the period of four months
before the date of the offers, given or offered to give or agreed to give a
benefit to another person which was likely to induce the other person, or an
associate of the person to:

   (a) accept an offer; or

   (b) dispose of any Normandy shares,

and the benefit is not offered to holders of Normandy shares under the offers.

  15.7 MARKET PRICE AND DIVIDEND DATA

   Newmont common stock is listed on the NYSE under the symbol "NEM", Normandy
ordinary shares are listed on the ASX under the symbol "NDY", Normandy ADRs are
listed on the TSE under the symbol "NDY", and Franco-Nevada's common shares are
listed in the TSE under the symbol "FN". The following table shows, for the
calendar quarters indicated, based on published financial sources, the high and
low last reported closing prices per share of each company's security as
reported and the per share cash dividends declared for such securities.




                                  NEWMONT                    NORMANDY
                               COMMON STOCK               ORDINARY SHARES
                        --------------------------- ---------------------------
 CALENDAR YEAR            HIGH     LOW    DIVIDENDS  HIGH   LOW     DIVIDENDS
 -------------          -------- -------- --------- ------ ------ -------------
                                                
 1999:
 First quarter......... US$20.63 US$16.63  US$0.03  A$1.55 A$1.26       A$0.025
 Second quarter........    26.06    16.75     0.03    1.51   0.96 (50% franked)
 Third quarter.........    27.81    16.44     0.03    1.40   0.99         0.035
 Fourth quarter........    29.75    20.56     0.03    1.41   1.03 (50% franked)

 2000:
 First quarter.........    25.06    19.38     0.03    1.11   0.84         0.025
 Second quarter........    27.75    21.19     0.03    0.94   0.83 (42% franked)
 Third quarter.........    21.50    16.38     0.03    1.10   0.89         0.035
 Fourth quarter........    18.19    13.00     0.03    1.03   0.89 (44% franked)

 2001:
 First quarter.........    18.85    14.09     0.03    0.99   0.88         0.025
 Second quarter........    24.05    15.38     0.03    1.24   0.88 (44% franked)
 Third quarter.........    23.90    18.24     0.03    1.38   1.04   (cancelled)
 Fourth quarter........    24.83    18.90     0.03    1.85   1.31            --

 2002:
 First quarter (through
   January 8, 2002)....    19.09    18.70       --    1.86   1.83            --



                                      161






                                  NORMANDY                  FRANCO-NEVADA
                                    ADRS                    COMMON SHARES
-                      -----------------------------  -------------------------
CALENDAR YEAR           HIGH     LOW     DIVIDENDS     HIGH     LOW   DIVIDENDS
-------------          ------- ------- -------------  ------- ------- ---------
                                                    
1999:
First quarter......... C$14.75 C$11.75 US$    0.1323  C$30.40 C$23.15  C$0.21
Second quarter........   14.25   10.00            --    29.60   21.95      --
Third quarter.........   14.20   10.00        0.1945    32.75   20.10      --
Fourth quarter........   14.00   10.00            --    32.45   22.15      --

2000:
First quarter.........   10.75    7.25        0.1276    23.00   14.00    0.30
Second quarter........    8.50    7.00            --    19.60   14.40      --
Third quarter.........    9.25    7.90        0.1575    17.00   14.15      --
Fourth quarter........    8.80    7.25            --    18.00   12.50      --

2001:
First quarter.........    8.00    7.25        0.1029    18.70   15.45    0.35
Second quarter........   10.00    7.00            --    21.85   16.94      --
Third quarter.........   10.93    8.40    (cancelled)   23.05   19.22      --
Fourth quarter........   14.75   10.00            --    24.67   21.00      --

2002:
First quarter (through
  January 8, 2002)....   15.50   15.00            --    23.72   22.90      --





   On January 2, 2002, which was the last trading day in the United States
prior to our announcement of our intention to commence this offer, the closing
price of our common stock was US$19.09 per share, the closing price of Normandy
ordinary shares was A$1.83 per share, the closing price of Normandy ADRs was
C$15.00 per share and the closing price of Franco-Nevada common shares was
C$23.45 per share. On January 8, 2002, the most recent practicable date prior
to the mailing of this document to you, the closing price of Newmont common
stock was US$18.70 per share, the closing price of Normandy ordinary shares was
A$1.86 per share, the closing price of Normandy ADRs was C$15.50 per share and
the closing price of Franco-Nevada common shares was C$22.90 per share.


   We encourage you to obtain current market quotations for Newmont common
stock, Normandy ordinary shares, Normandy ADRs and Franco-Nevada common shares.

   Newmont intends to file an application with the NYSE to list on the exchange
the shares of Newmont common stock that Normandy and Franco-Nevada shareholders
receive in the transactions. Newmont intends to file an application with the
ASX to list on the exchange the Newmont CDIs that Normandy shareholders receive
in the bid.

   On November 15, 2001, the board of directors of Newmont declared a dividend
on Newmont common stock of $0.03 per share, payable on December 21, 2001 to
holders of record on December 10, 2001.

   In the arrangement agreement, Newmont agreed that, until the plan of
arrangement was completed or the arrangement agreement was terminated, Newmont
would not make, declare or pay any dividends or distributions on any share of
Newmont common stock, except for regular quarterly dividends of $0.03 per share.

   In the arrangement agreement, Franco-Nevada agreed that, until the plan of
arrangement is completed or the arrangement agreement is terminated,
Franco-Nevada would not make, declare or pay any dividends or distributions on
Franco-Nevada common shares.

                                      162



  15.8 SELECTED EXCHANGE RATE DATA

   In this offer document, currency amounts are expressed in U.S. dollars,
Canadian dollars or Australian dollars. The following tables set forth, for the
periods indicated, the period-end, average, high and low noon buying rates as
reported by the Federal Reserve Bank of New York for Australian dollars per
US$1.00, and Canadian dollars per US$1.00, based on the noon buying rate
expressed in U.S. dollars per Australian dollar or US dollars per Canadian
dollars, as the case may be.



                                     PERIOD-END AVERAGE
                                      RATE (1)  RATE (2)   HIGH     LOW
                                     ---------- -------- -------- --------
                                                      
RECENT MONTHLY DATA
AUSTRALIAN DOLLAR/U.S. DOLLAR (3)
January 2002 (through January 8)....  A$1.9091  A$1.9301 A$1.9436 A$1.9091
December 2001.......................    1.9543    1.9463   1.9814   1.9227
November 2001.......................    1.9220    1.9361   1.9701   1.9168
October 2001........................    1.9881    1.9833   2.0313   1.9459
September 2001......................    2.0218    1.9952   2.0657   1.9120
August 2001.........................    1.8950    1.9062   1.9596   1.8650
July 2001...........................    1.9685    1.9650   1.9810   1.9372
June 2001...........................    1.9608    1.9305   1.9755   1.8954
May 2001............................    1.9732    1.9234   1.9732   1.8904
April 2001..........................    1.9623    1.9936   2.0713   1.9312
March 2001..........................    2.0488    1.9877   2.0488   1.8896
February 2001.......................    1.9055    1.8734   1.9183   1.8051
January 2001........................    1.8248    1.8012   1.8409   1.7507

INTERIM PERIOD DATA
AUSTRALIAN DOLLAR/U.S. DOLLAR (3)
Nine Months ended September 30, 2001  A$2.0218  A$1.9272 A$2.0713 A$1.7507

ANNUAL DATA
AUSTRALIAN DOLLAR/U.S. DOLLAR (2)
2001................................  A$1.9543  A$1.9342 A$2.0713 A$1.7507
2000................................    1.7986    1.7197   1.9562   1.4954
1999................................    1.5244    1.5494   1.6184   1.4899
1998................................    1.6332    1.5896   1.8018   1.4560
1997................................    1.5349    1.3446   1.5408   1.2534
1996................................    1.2588    1.2775   1.3665   1.2225

RECENT MONTHLY DATA
CANADIAN DOLLAR/U.S. DOLLAR
January 2002 (through January 8)....  C$1.5949  C$1.5970 C$1.5981 C$1.5949
December 2001.......................    1.5925    1.5788   1.5990   1.5635
November 2001.......................    1.5717    1.5922   1.6023   1.5717
October 2001........................    1.5905    1.5717   1.5905   1.5582
September 2001......................    1.5797    1.5686   1.5797   1.5535
August 2001.........................    1.5478    1.5399   1.5490   1.5275
July 2001...........................    1.5310    1.5308   1.5450   1.5102
June 2001...........................    1.5175    1.5245   1.5347   1.5142
May 2001............................    1.5461    1.5411   1.5541   1.5310
April 2001..........................    1.5360    1.5578   1.5790   1.5360
March 2001..........................    1.5784    1.5587   1.5784   1.5388
February 2001.......................    1.5320    1.5216   1.5399   1.4933
January 2001........................    1.4995    1.5032   1.5162   1.4944

INTERIM PERIOD DATA
CANADIAN DOLLAR/U.S. DOLLAR
Nine Months ended September 30, 2001  C$1.5797  C$1.5378 C$1.5797 C$1.4933

ANNUAL DATA
CANADIAN DOLLAR/US DOLLARS (2)
2001................................  C$1.5925  C$1.5485 C$1.6023 C$1.4933
2000................................    1.4995    1.4855   1.5600   1.4350
1999................................    1.4440    1.4858   1.5302   1.4440
1998................................    1.5375    1.4836   1.5770   1.4075
1997................................    1.4288    1.3850   1.4398   1.3357
1996................................    1.3697    1.3638   1.3822   1.3310



                                      163



--------
(1) The period-end rate is the noon buying rate on the last business day of the
    applicable period.
(2) The average of the noon buying rates for Australian dollars or Canadian
    dollars, as the case may be, is calculated by taking the simple average of
    the daily noon buying rates, as published by the Federal Reserve Bank of
    New York, over the relevant period.
(3) Originally published by the Federal Reserve Bank of New York as U.S.
    dollar/Australian dollar and presented above as Australian dollar/U.S.
    dollar.

  15.9 DISSENTER'S OR APPRAISAL RIGHTS

   There are no dissenter's or appraisal rights available to Normandy
shareholders or Normandy ADS holders. This means that you will not have the
right to contest the fairness of the consideration that you will receive under
the offer.

   In addition, we will become entitled to compulsorily acquire the remaining,
outstanding ordinary shares of Normandy (including shares represented by
Normandy ADSs) in accordance with the provisions of the Corporations Act for
the same consideration as under the offer in circumstances in which we have
become entitled to 90% or more of all ordinary shares of Normandy (including
shares represented by Normandy ADSs) under the offer. You may have a right to
object to that process. If we do not exercise that right of compulsory
acquisition (which we intend to do), then those Normandy shareholders whose
ordinary shares of Normandy (including shares represented by Normandy ADSs)
have not been acquired pursuant to the offer will have the right under the
Corporations Act to oblige us to acquire their ordinary shares of Normandy or
Normandy ADSs for the same consideration as under the offer.

  15.10 ACCOUNTING TREATMENT


   Under US GAAP, we will account for the acquisition of Normandy and
Franco-Nevada using the purchase method of accounting.


  15.11 MODIFICATIONS TO THE CORPORATIONS ACT

   We have been granted various modifications to, and exemptions from, the
Corporations Act by ASIC, the effect of which is:

   (a) to clarify that holders of ordinary shares of Normandy who are located
       in the United States or Canada can only receive our common stock, not
       Newmont CDIs, and the holders of ordinary shares of Normandy in
       Australia or elsewhere can only receive Newmont CDIs under the offer;

   (b) to clarify that "foreign holders" for the purposes of subsection 619(3)
       does not include holders in the United States or Canada;

   (c) to allow us to include, as a condition to the offer, that Newmont
       shareholders approve the issue of our common stock under the offer;

   (d) to allow the bidder's statement to incorporate by reference the
       preliminary registration statement relating to the offer made to
       Normandy shareholders who are located in the United States and Canada;

   (e) to clarify that ADSs will be taken to be in the same class as ordinary
       shares of Normandy which they represent;

   (f) to allow us to include in the bidder's statement certain statements
       based on announcements lodged by Stillwater Mining Company, Echo Bay
       Mines Limited, Gold Fields of South Africa Limited, Barrick Gold
       Corporation, Homestake Mining Company, Placer Dome Incorporated,
       Franco-Nevada Mining Corporation and Aber Diamond Corporation with
       certain securities exchanges without obtaining a specific consent from
       those companies;

   (g) to allow the offer document to be distributed to Normandy's U.S. and
       Canadian shareholders and ADS holders by pre-paid ordinary post or
       courier originating in the United States;

                                      164



   (h) to provide a procedure, further details of which are set out in the
       bidder's statement, for the bidder's statement, the preliminary
       registration statement and the registration statement to be approved by
       us;

   (i) to allow us at the time we lodge the bidder's statement to lodge with
       ASIC the draft registration statement, provided that the bidder's
       statement and the preliminary registration statement must be dated the
       date they are lodged with the SEC;

   (j) to require the bidder's statement to contain a summarized disclosure of
       additional information which is contained in the preliminary
       registration statement and to facilitate Normandy shareholders who
       require either a copy of the preliminary registration statement or the
       final registration statement to be provided a copy, free of charge,
       during the offer period;

   (k) to require us to lodge with ASIC the U.S. registration statement which
       is declared effective by the SEC in relation to the offer of our common
       stock to U.S. and Canadian shareholders of Normandy and to provide
       disclosure to Normandy shareholders of any variations between that
       document and the preliminary registration statement;

   (l) to implement a procedure in relation to lodgement, service and dispatch
       of the registration statement relating to the offer of our common stock
       to U.S. and Canadian shareholders of Normandy at a different time from
       the time when the bidder's statement is lodged with ASIC, served on
       Normandy and dispatched to Normandy shareholders, other than those
       located in the United States and Canada;

   (m) to allow the offer under the bidder's statement to vary from the offer
       made to U.S. and Canadian shareholders under the registration statement
       in a number of respects; including in relation to the date of the offers
       and the procedure for ADS holders to accept the offers; and

   (n) to approve the appointment of JPMorgan Securities Australia Limited ACN
       003 245 234 as the nominee for the purposes of section 619(3) of the
       Corporations Act.

   Copies of the ASIC instruments granting exemptions and modifications in
relation to the offer are available from ASIC and will be provided free of
charge by us to any Normandy shareholder who requests a copy during the offer
period.

  15.12 STATEMENTS FROM FRANCO-NEVADA

   On December 11, 2001, in a release to the TSE, the President and Co-Chief
Executive Officer of Franco-Nevada said, in relation to the offer to be made by
Newmont that:

      "AS A SHAREHOLDER, DIRECTOR AND OFFICER OF FRANCO-NEVADA, I AM COMMITTED
   TO THIS TRANSACTION. IT HAS THE FULL APPROVAL OF OUR BOARD AND OUR KEY
   SHAREHOLDERS. WE HAVE COMPLETE CONFIDENCE THAT THE SHAREHOLDERS OF
   FRANCO-NEVADA, WHO HAVE OVERWHELMINGLY ENDORSED THE OTHER INITIATIVES
   PROPOSED BY THE FRANCO-NEVADA BOARD OVER THE PAST 18 YEARS, WILL SHOW
   SIMILAR SUPPORT. BASED ON OUR CONVERSATIONS WITH SHAREHOLDERS OF NEWMONT,
   NORMANDY AND FRANCO-NEVADA, WE BELIEVE THEIR SUPPORT OF THIS TRANSACTION IS
   VERY SOLID."

   In a press release dated January 3, 2002, the Chairman and Co-Chief
Executive Officer of Franco-Nevada said, in relation to Newmont's revised
offer, that:

      "WE REMAIN FULLY COMMITTED TO THESE TRANSACTIONS AS WE BELIEVE THEY WILL
   RESULT IN THE CREATION OF THE PREMIER GLOBAL GOLD COMPANY WITH SUPERIOR
   SHARE PRICE APPRECIATION POTENTIAL. WE CONTINUE TO UNEQUIVOCALLY RECOMMEND
   THE TRANSACTIONS TO FRANCO-NEVADA SHAREHOLDERS."

      "AS THE LARGEST SHAREHOLDER OF NORMANDY (FRANCO-NEVADA OWNS 19.8 PERCENT
   OF NORMANDY), WE HAVE REAL CONCERNS ABOUT THE RISKS INHERENT IN ANGLO-GOLD'S
   ANNOUNCEMENT LAST WEEK. THOSE RISKS AND THE RELATED UNCERTAINTY OF THE VALUE
   OF ANGLOGOLD WOULD CAUSE US TO BE VERY RELUCTANT HOLDERS OF ITS SHARES. AT
   THE SAME TIME, WE DON'T SEE HOW THE MARKET FOR ANGLOGOLD SHARES, WHICH IS
   VERY THIN, CAN SUPPORT THE DISPOSITION OF THOSE SHARES BY ARBITRAGEURS AND
   OTHERS WHO SHARE OUR VIEWS."

                                      165



  15.13 FRANCO-NEVADA SHAREHOLDERS MEETING

   Franco-Nevada has called a special meeting of Franco-Nevada shareholders, to
be held on January 30, 2002, for the purpose of voting on Newmont's acquisition
of Franco-Nevada. On December 27, 2001, Franco-Nevada dispatched its Management
Information Circular in relation to the special meeting.

  15.14 TAKEOVER PANEL PROCEEDINGS


   AngloGold made an application to the Takeover Panel for certain orders in
relation to our proposed bid for Normandy, on the basis that we may give
Franco-Nevada and its shareholders benefits, which are not offered to other
Normandy shareholders, arising out of the agreements which are referred to in
section 14.



   On December 12, 2001, the Takeover Panel announced that it had declined
AngloGold's application for a declaration of unacceptable circumstance in
relation to our proposed bid for Normandy.


   On December 13, 2001, AngloGold lodged an application for review of the
Takeover Panel's decision. As at the date of this offer document, the
application for review had not been determined.


   On December 21, 2001, the Takeover Panel announced that it had declined to
make a declaration of unacceptable circumstances in the application for review.


  15.15 DELTA ACQUISITION LLC APPROVAL OF BIDDER'S STATEMENT

   Delta Acquisition LLC is a limited liability company organized in Delaware.
It is wholly owned by Delta Holdco Corp., which is a wholly owned subsidiary of
Newmont.

   Unlike a company incorporated in Australia, Delta does not have directors.
Rather, Delta Holdco Corp. is its sole member and it has the power to manage
Delta's affairs.


   Mr. Wayne Murdy, Chairman, President and Chief Executive Officer of Newmont,
is also Chairman, President and Chief Executive Officer of Delta Holdco Corp.,
and he has delegated authority, in that capacity, to act on behalf of Delta
Holdco Corp. in managing the affairs of Delta Acquisition LLC.


   Delta Holdco Corp. has also delegated the management of the affairs of Delta
Acquisition LLC to each of the following executives of Newmont: Mr. Bruce D.
Hansen, Senior Vice-President and Chief Financial Officer, Mr. Britt Banks,
Vice President, General Counsel and Secretary, Ms. Linda Wheeler,
Vice-President and Controller and Mr. Donald Karras, Vice-President, Tax.

   No other person has authority to manage the affairs of Delta Acquisition LLC.


   Each person mentioned above has been involved in the preparation of the
bidder's statement and the registration statement, which was lodged with the
SEC on December 20, 2001, and they take responsibility for it.


   The bidder's statement and the registration statement have been approved by
a unanimous resolution of:

    .  Mr. Murdy, with delegated authority to act on behalf of Delta Holdco
       Corp.; and

    .  Messrs. Hansen, Banks and Karras and Ms. Wheeler with delegated
       authority, as set out above.


   Mr. Murdy, as well as Messrs. Hansen, Banks and Karras and Ms. Wheeler, have
been authorized by Delta Holdco Corp. to sign the bidder's statement on behalf
of Delta Acquisition LLC.



   Subsequently, Mr. W. Durand Eppler, Vice President, Corporate Development,
was also delegated the management of the affairs of Delta Acquisition LLC.


  15.16 EXPIRATION DATE

   No ordinary shares of Newmont or Newmont CDIs will be issued on the basis of
this offer document more than 13 months after the date of this offer document.

                                      166



  15.17 APPROVAL OF BIDDER'S STATEMENT

   The bidder's statement was approved by a unanimous resolution of the
authorized officers of Delta Acquisition LLC.

  15.18 DISCLOSURE OF FEES, BENEFITS AND INTERESTS

   Aside from:

   (a) the fees paid to Delta Acquisition LLC and our directors, described
       below;

   (b) the interest of Mr. Champion de Crespigny in the Pajingo Joint Venture
       disclosed in section 14.5; and

   (c) the indemnity each director and officer is given by Newmont and New
       Newmont under their respective by-laws and certificates of incorporation
       against any liability, costs and expenses incurred by the director or
       officer in his capacity as director or officer of Newmont or New
       Newmont, as the case may be, to the extent permitted by law.

   No one has paid or agreed to pay any fees, or provided or agreed to provide
   any benefit to:

   (a) a director or proposed director of Delta Acquisition LLC or Newmont to
       induce that person to become or to qualify as a director of Delta
       Acquisition LLC or Newmont;

(b) a director or proposed director of Delta Acquisition LLC or Newmont for
    services provided by that person in connection with:

   (i) the formation or promotion of Delta Acquisition LLC or Newmont; or

  (ii) the offer of Newmont CDIs under the offer.

   Directors who are neither officers nor employees of Newmont or any of our
subsidiaries are entitled to receive US$25,000 per annum for serving as
directors. All directors are entitled to receive an attendance fee of US$1,000
per meeting of the board of directors. Each director who is neither an officer
nor an employee of Newmont or any of its subsidiaries is entitled to receive an
attendance fee of US$750 per meeting of a committee of which he is a member and
US$1,000 per meeting in the case of the Chairman of the committee.

   In addition, pursuant to our 2000 Non-Employee Directors Stock Plan
directors who are neither officers nor employees of Newmont or any of our
subsidiaries receive the equivalent of US$25,000 of shares of our common stock
annually on the first business day following their election or re-election at
our annual meeting, unless the director elects not to receive such a stock
award.

   If a person who is neither an officer nor employee of Newmont or any of our
subsidiaries becomes a director in any calendar year after the date of our
annual meeting held in that calendar year, that person will receive the
equivalent of US$25,000 of shares of our common stock on the first business day
following that person's election as a director of Newmont, unless that person
elects not to receive such a stock award.

   Shares awarded under the Directors Stock Plan may not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of by the director until
the earliest of (i) the expiration of five years after the date of receipt of
those shares by the director, (ii) the date the director ceases to be a
director by reason of death or disability or (iii) the later of (a) the date
the director ceases to be a director for any reason other than death or
disability or (b) the expiration of six months after the date of receipt of
those shares by the director. However, a director may sell, transfer or assign
shares awarded under the Directors Stock Plan to, or instruct us to issue such
shares directly to, a member of the director's immediate family or a trust or
certain other entities solely for the benefit of, or owned by, the director or
any such immediate family members.

   Each director who is neither an officer nor employee of Newmont or any of
our subsidiaries is entitled to elect to receive stock options under the
Directors Stock Plan in place of his or her annual cash retainer. A director

                                      167



who makes such an election receives options shortly following the regular May
and November board of directors meetings to purchase a number of shares of our
common stock determined by dividing US$12,500 by the fair market value of our
common stock on the option grant date and multiplying the result by three. Each
such director may also elect to receive stock options under the Directors Stock
Plan in place of the annual stock award described in the preceding paragraph. A
director who makes such an election receives options shortly following the
regular board of directors meeting occurring in May to purchase three times the
number of shares of our common stock that would have comprised the director's
stock award if no such election had been made. The options described in this
paragraph have an exercise price equal to the fair market value of the our
common stock on the grant date of the option. No options were granted in 2000.

   In addition to the standard compensation arrangement described above, Robert
J. Miller also received compensation pursuant to a consulting agreement entered
into between Newmont International Services Limited, a wholly owned subsidiary
of Newmont ("Newmont International"), and Mr. Miller. The consulting agreement
provides that Mr. Miller advises Newmont International on federal governmental
affairs issues relating to Newmont International's interests and mining
operations (and those of its affiliates) within the United States and consult
with members of Congress, various governmental agencies and the Administration
as requested by Newmont International from time to time. For these services,
Mr. Miller received a fee of US$120,000 in 2000.

   Our retirement policy for directors provides that no director may stand for
re-election to the board of directors after reaching age 72. All employee
directors retire from the board of directors when they retire from employment
with Newmont. The board of directors at its discretion may, in unusual
circumstances, and for a limited period, ask a member of the board of directors
to stand for re-election after the prescribed retirement date. On retirement
from the board of directors at any time after attaining age 65, a director who
was serving on the board of directors on 27 January 1999 and who is not
entitled to a pension under our Pension Plan (i.e., a director who has not been
an officer or employee of Newmont or any of our subsidiaries) and who has
served for at least ten consecutive years as a director of Newmont is entitled
to be paid an annual sum of US$25,000 and an amount equal to the yearly fee
paid to him in his capacity as a director during his final year of service on
the board of directors of Newmont, in each case, for life.

   No person has paid or agreed to pay any amount and no person has given or
agreed to give any benefit to any person named in this offer document as
performing a function in a professional, advisory or other capacity in
connection with the preparation or distribution of this offer document, for
services provided by that person in connection with the formation or promotion
of Delta Acquisition LLC or the offer of Newmont CDIs other than as set out
below.

  15.19 SUPPLEMENTARY STATEMENT

   We will issue a supplementary statement if we become aware before the date
the Newmont CDIs are quoted, that:

   (a) a material statement in this offer document is false or misleading;

   (b) there is a material omission from this offer document;

   (c) there has been a significant change affecting a matter in this offer
       document; or

   (d) a significant new matter has arisen and it would have been required to
       be included in this offer document had it arisen before the date of this
       offer document,

  that is material to a holder of Normandy shares or Normandy ADSs.

  15.20 CAPITAL RAISING

   We have not raised any capital for the three months before the date of this
offer document and will not need to raise any capital for 3 months after the
date of this offer document.

                                      168



  15.21 OTHER MATERIAL INFORMATION

   There is no other information that:

   (a) is material to the making of a decision by a holder of Normandy shares
       whether to accept an offer; and

   (b) is known to Delta Acquisition LLC; and

   (c) does not relate to the value of Newmont's common stock,
 other than:

      (i) as set out or referred to elsewhere in this offer document; or

     (ii) as set out or referred to below; or

    (iii) information which it would be unreasonable to require Delta
          Acquisition LLC to disclose because the information has previously
          been disclosed to the holders of Normandy shares.


  15.22 EXPERTS

   The audited financial statements of Newmont Mining Corporation as of
December 31, 2000 and 1999 and for each of the three years ended December 31,
2000 as contained in Annex A of this offer document and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

   The audited financial statements of Franco-Nevada Mining Corporation Limited
as of March 31, 2001 and 2000 and for each of the three years ended March 31,
2001 as contained in Annex C of this offer document and elsewhere in the
registration statement have been audited by PricewaterhouseCoopers LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in auditing and accounting.


   The validity of the shares of Holdco common stock or shares of Newmont
common stock to be issued pursuant to the offer will be passed upon for Newmont
by Morris, Nichols, Arsht & Tunnell.


                                      169



                                         ANNEX A--NEWMONT FINANCIAL INFORMATION

   This Annex A contains:

   (i) Newmont Form 8-K, filed on May 9, 2001

  (ii) Newmont Form 10-Q for the Quarterly Period ended September 30, 2001,
       filed on October 29, 2001

                                      A-1



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                                  MAY 9, 2001

                          NEWMONT MINING CORPORATION
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



                                                    
            DELAWARE                       1-1153             13-2526632
   (STATE OR OTHER JURISDICTION)    (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF
       OF INCORPORATION)                                  IDENTIFICATION NO.)


                  1700 LINCOLN STREET, DENVER, COLORADO 80203
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 863-7414

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                      A-2



ITEM 5. OTHER EVENTS

   Newmont Mining Corporation ("Newmont") is filing a copy of its restated
consolidated financial statements for the years ended December 31, 2000, 1999
and 1998, together with the report thereon of Arthur Andersen LLP and with the
related "Management's Discussion and Analysis of Consolidated Results of
Operations and Financial Condition". The restatement gives effect to the merger
between Newmont and Battle Mountain Gold Company, which occurred on January 10,
2001 and which was accounted for as a pooling of interests.

   This information was included, supplementally, in Newmont's Annual Report on
Form 10-K for the year ended December 31, 2000.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

   The following provides information that management believes is relevant to
an assessment and understanding of the consolidated results of operations and
financial condition of Newmont and its subsidiaries (collectively, Newmont).
The discussion should be read in conjunction with the consolidated financial
statements and accompanying Notes below. The consolidated financial statements
give effect to the merger with Battle Mountain Gold Company described in Note 1
that is being accounted for as a pooling of interests.

SUMMARY

   Newmont recorded a net loss to common shares before the cumulative effect of
a change in accounting principle of $89.8 million ($0.47 per share) for the
year ended December 31, 2000, compared with net losses of $102.0 million ($0.53
per share) and $608.6 million ($3.32 per share) for 1999 and 1998,
respectively. After accounting changes for revenue recognition in 2000 and for
start-up costs in 1998, net losses to common shares were $102.3 million ($0.53
per share) and $641.5 million ($3.50 per share), respectively, with the
cumulative effect of such changes totaling $12.6 million ($0.06 per share) and
$32.9 million ($0.18 per share), respectively, net of tax and minority interest.

   Results for 2000 included after-tax noncash charges of $44.4 million ($0.23
per share) for asset write-downs primarily on Battle Mountain properties, $27.4
million ($0.14 per share) for expenses associated with an acquisition
settlement, $23.9 million ($0.12 per share) for losses on Lihir securities,
$12.4 million ($0.06 per share) for amortization of put option premiums and
$4.0 million ($0.02 per share) for foreign currency exchange losses. Also
included were after-tax charges of $6.9 million ($0.04 per share) for merger
expenses and a noncash unrealized mark-to-market gain on call option contracts
of $17.4 million ($0.09 per share).

   For 1999, results included after-tax noncash charges for impairment of the
equity investment in Lihir of $46.8 million ($0.24 per share, also net of
minority interest), for asset write-downs of $38.3 million ($0.20 per share),
for an unrealized mark-to-market loss on call options of $29.1 million ($0.15
per share), for amortization of put option premiums of $12.0 million ($0.06 per
share), partially offset by gains from the sale of exploration properties of
$13.6 million ($0.07 per share) and by foreign currency exchange gains of $5.3
million ($0.03 per share).

   Results in 1998 included after-tax noncash charges of $529.6 million ($2.89
per share) for the write-down of assets, $90.0 million ($0.49 per share) for
impairment of the equity investment in Lihir and $8.1 million ($0.04) for
foreign currency exchange losses.

   As a largely unhedged company, Newmont's realized gold price of $281, $284
and $307 per equity ounce sold in 2000, 1999 and 1998, respectively, closely
tracked the declining spot market price. In this environment, Newmont's focus
has been to maximize cash flow through cost efficiencies and disciplined
capital spending to achieve debt reduction. Newmont's Gold Medal Performance, a
company-wide employee-driven effort to systematically reduce costs and improve
productivity and cash flow by implementing best practices, drives this focus
and in 2001 will be extended to each Battle Mountain operation. Since 1998,
total cash costs of production were reduced $9 to $170 an ounce and total
production costs declined $22 to $229 an ounce. Cash flow from

                                      A-3



operating activities increased to $567.8 million in 2000, from $451.2 million
in each of 1999 and 1998. Long-term debt was reduced to $1,199.8 million at
December 31, 2000, from $1,246.8 million at December 31, 1999.

   Gold sold in 2000 increased to 5.73 million equity ounces from 4.95 million
equity ounces in each of 1999 and 1998. Production in 2001 is expected to be
approximately 5.4 million equity ounces at a total cash cost of approximately
$180 per ounce.

   Gold reserves at December 31, 2000 totaled 66.3 million contained equity
ounces compared with 66.5 million ounces at December 31, 1999. Reserve
calculations for 2000 were based on a long-term price assumption of $300 per
ounce versus $325 in 1999, with the exception of the Phoenix development
project in Nevada where reserves were calculated using $250 per ounce. A
long-term gold price of $275 per ounce could lower reserves approximately 7%,
while a $325 per ounce price could increase reserves approximately 4%.

   In 2000, copper production was 293 million equity pounds at Batu Hijau. Cash
costs of production in 2000 were $0.57 per equity pound, after gold sales
credits, and the average realized price was $0.82 per pound. Construction of
the mine was completed during the fourth quarter of 1999, with production of
27.5 million pounds in December 1999. Copper production in 2001 is expected to
be between 300 million and 340 million equity pounds. With proven and probable
reserves of 10 billion contained pounds of copper (5.6 billion equity pounds)
and 11.7 million contained ounces of gold (6.6 million equity ounces), Batu
Hijau has a projected mine life in excess of 20 years.

BATTLE MOUNTAIN MERGER

   On January 10, 2001, Newmont completed a merger with Battle Mountain Gold
Company pursuant to an agreement and plan of merger, dated June 21, 2000, under
which each share of common stock of Battle Mountain and each exchangeable share
of Battle Mountain Canada Ltd. (a wholly-owned subsidiary of Battle Mountain)
was converted into the right to receive 0.105 share of NMC, or approximately
24.1 million shares. Newmont also exchanged 2.3 million shares of newly issued
$3.25 convertible preferred stock for all outstanding shares of Battle Mountain
$3.25 convertible preferred stock. The merger is being accounted for as a
pooling of interests, and as such, consolidated financial statements will
include Battle Mountain's financial data as if Battle Mountain had always been
part of Newmont.

   Battle Mountain has operations in Canada and Bolivia, the Phoenix project in
Nevada, an interest in a joint venture operation in Australia and an investment
in the Lihir mine in Papua New Guinea. Initial synergies of $20 million to $25
million annually, pre-tax, are expected from consolidation of administrative
and exploration staffs, purchasing economies and application of Gold Medal
Performance. The Phoenix project adds to Newmont's domestic reserve base and
will provide an opportunity for additional synergies in future years from
utilization of existing nearby processing facilities.

MARKET CONDITIONS AND RISKS

  METAL PRICE

   Changes in the market price of gold significantly affect Newmont's
profitability and cash flow. Gold prices can fluctuate widely due to numerous
factors, such as demand; forward selling by producers; central bank sales,
purchases and lending; investor sentiment and production levels. Based on
estimates of 2001 production and expenses, a $10-per-ounce change in the gold
price would result in an increase or decrease of approximately $50 million in
cash flow from operations and approximately $30 million (about $0.15 per share)
in net income excluding unrealized mark-to-market gains or losses on call
option contracts. Changes in the market price of copper also affect Newmont's
profitability and cash flow from its equity investment in Batu Hijau. Copper is
traded on established international exchanges and copper prices generally
reflect market supply and demand, but can also be influenced by speculative
trading in the commodity or by currency exchange rates. Based on estimates of
2001 production and expenses, a $0.10-per-pound change in the copper price
would result in an increase or decrease in net income of approximately $20
million (about $0.10 per share).

                                      A-4



   Newmont has generally sold its gold production at market prices; however, it
had forward sales contracts (1) for 125 thousand ounces in each of 2000, 1999
and 1998 from its Minahasa mine in Indonesia at an average price of $454 per
ounce and (2) for 34 thousand ounces in 2000 from its Golden Giant operations
at an average price of $316 per ounce.

   Following a decline in spot market prices to $253 per ounce in July 1999,
Newmont entered into two put and call option contracts to provide a measure of
price protection. As described in Note 10, Newmont purchased near-term put
option contracts for 2.85 million ounces of gold, with a strike price of $270
per ounce. This purchase was paid for by selling call option contracts for 2.35
million ounces, with strike prices between $350 and $392 per ounce, expiring in
2004 through 2009. Gold subject to call option contracts represents
approximately 4% of proven and probable gold reserves at December 31, 2000. The
call options are marked to market at each quarter-end and the resulting gains
or losses may fluctuate significantly, primarily depending upon gold market
prices and volatility.

   Newmont is not required to place collateral with respect to its commodity
instruments and there are no margin calls associated with such contracts.
Credit risk is minimized by dealing only with major financial
institutions/counterparties.

   At December 31, 2000 the following commodity instruments were outstanding:



                                                               OUNCES    FAIR VALUE
                                                              --------- -------------
                                                                        (IN MILLIONS)
                                                                  
Combination, matched put and call options, expiring 2001-2004   285,819    $  2.7
Flat forward sales contracts, 2001-2004......................    95,319       2.0
Written call option contracts (liability), expiring 2004-2009 2,350,000     (55.6)


   A $1.00 increase in the gold price would result in a $0.59 and $0.98 per
ounce decrease in the fair value of the combination options contracts and flat
forward contracts, respectively, and a $0.42 per ounce increase in the fair
value of the liability associated with call option contracts as of December 31,
2000, assuming all other factors are constant.

FOREIGN CURRENCY

   In addition to the U.S., Newmont operates in Canada, Peru, Bolivia,
Uzbekistan and Indonesia and has an interest in a joint venture in Australia.
Gold produced at these operations is sold in the international markets for U.S.
dollars. The cost and debt structures at these operations are primarily U.S.
dollar-denominated, except for Canadian and Australian operations where such
structures are primarily denominated in local currencies. To the extent there
are fluctuations in local currency exchange rates against the U.S. dollar, the
devaluation of a local currency is generally economically neutral or beneficial
to the operation since local salaries and supply contracts will decrease
against the U.S. dollar revenue stream. Foreign currency exchange rate losses
related to Canadian and Australian operations were $6.1 million and $12.4
million in 2000 and 1998, respectively, and gains were $8.2 million in 1999.

   Indonesia has experienced significant fluctuations in its currency, the
rupiah. The functional currency for Newmont's Indonesian projects is the U.S.
dollar; however, certain receivables, primarily refunds of Value Added Tax, are
rupiah-denominated. During 2000, 1999 and 1998, $3.9 million, $2.6 million and
$3.6 million, respectively, were expensed for exchange rate adjustments.

INTEREST RATES

   At December 31, 2000, Newmont's long-term debt of $1,199.8 million included
$296.1 million of variable-rate debt with an average interest rate of 7.1%, and
fixed-rate debt of $903.7 million, with an average interest rate of 7.4% and an
estimated fair value of $907.5 million. Newmont's public debt has an
investment-grade credit rating from both Moody's Investors Service (Baa3) and
Standard & Poor's Ratings Services (BBB).

                                      A-5



RESULTS OF OPERATIONS



                                                                 TOTAL CASH COST PER
                                         EQUITY OZS. SOLD (000)      EQUITY OZ.
                                        ------------------------ -------------------
                                         2000     1999    1998    2000   1999  1998
                                        -------  ------- ------- ----   ----   ----
                                                             
North American operations:
   Nevada operations................... 3,047.9  2,498.7 2,806.4 $203   $211   $209
   Mesquite, California................   130.3    164.6   154.0  221    167    176
   La Herradura, Mexico................    50.5     40.2    12.9  131    159    115
   Golden Giant, Canada................   406.6    356.0   365.9  151    145    122
   Holloway, Canada....................    83.4     92.7    80.3  204    198    216
South American operations:
   Yanacocha, Peru.....................   901.2    850.3   685.9   88    103     95
   Kori Kollo, Bolivia.................   247.7    256.1   295.3  204    190    165
Zarafshan-Newmont, Uzbekistan..........   251.4    271.5   187.3  129    161    207
Vera/Nancy, Australia..................   112.1     65.9    47.2   98    124    136
Minahasa, Indonesia....................   354.2    343.9   261.0  133    103    127
Batu Hijau, Indonesia..................   178.4      6.3     n/a  n/a    n/a    n/a
Other..................................      --       --    58.1  n/a    n/a    253
   Less prepaid forward ozs. Delivered.   (35.9)      --      --
                                        -------  ------- -------
       Total/Weighted average.......... 5,727.8  4,946.2 4,954.3 $170   $173   $179
                                        =======  ======= =======


   Total cash costs include charges for mining ore and waste associated with
current period gold production, processing ore through milling and leaching
facilities, production taxes, royalties and other cash costs.

NORTH AMERICAN OPERATIONS

   Newmont's Nevada operations (along the Carlin Trend near Elko and in the
Winnemucca region, where Twin Creeks and the Lone Tree Complex are located)
include production from nine open-pit and four underground mines. Oxide ores
are processed by milling or heap leaching, depending upon ore grade. The Carlin
roaster and Winnemucca region autoclaves process higher-grade refractory ores.
The Lone Tree flotation plant processes lower-grade refractory ores. A
developed linear program is utilized to determine the best mix of ores for each
processing plant to maximize recoveries and economic returns.

   Nevada production of 3.0 million ounces in 2000 was 22% higher than in 1999,
reflecting one million more ore tons from its Deep Post open pit mine.
Approximately 200 million tons of material were mined from surface open pits in
2000, down 10% and 27% from 1999 and 1998, respectively. Refractory ore
treatment facilities, with higher processing costs than oxide ore mills,
generated 68% of Nevada's production in 2000, increasing from 54% and 42% in
1999 and 1998, respectively. Nonetheless, total cash costs decreased to $203
per ounce in 2000, primarily from processing higher-grade Deep Post ore. With
the depletion of the Deep Post surface deposit, production in 2001 is estimated
between 2.5 million and 2.7 million ounces. As a result of lower production and
higher energy costs, and with gold from refractory ores comprising
approximately 70% of Nevada's 2001 production, total cash costs per ounce are
expected to increase to approximately $225 per ounce.

   Production from the Deep Post underground mine is expected to commence in
the second quarter of 2001. While permitting and metallurgical work will
continue on the Phoenix project, no capital will be allocated for mine
construction during 2001 under the current market gold price environment.

   Gold production at the Mesquite heap-leach mine in southern California
decreased 21% to 130.3 thousand ounces in 2000 with 8% less ore placed on the
leach pads and lower recovery rates. Total cash costs per ounce increased 32%
to $221 per ounce. Production in 2001, the final year of mining, is expected to
decline to approximately 80 thousand ounces, with total cash costs of
approximately $200 per ounce. As discussed below, $14.8 million of Mesquite's
assets were written off in 2000 as a result of continued low gold prices.

   At La Herradura, a 44%-owned joint venture with Minera Penoles, S.A. de
C.V., the operator of the heap-leach operation in Sonora, Mexico, Newmont's
equity share of 2000 production totaled 50.5 thousand ounces at a

                                      A-6



total cash cost of $131 per ounce. Production in 2001 is expected at
approximately 60 thousand equity ounces at a total cash cost of $160 per ounce.

   Production sold from the Golden Giant underground mine in Ontario, Canada
was 407 thousand ounces at a total cash cost of $151 per ounce compared with
356 thousand at $145 per ounce and 366 thousand ounces at $122 per ounce in
1999 and 1998, respectively. The mine has experienced lower average ore grades
over the past three years and in 2001, production is expected to be
approximately 300 thousand ounces at $180 per ounce.

   The Holloway underground mine in Ontario, Canada is an 84.65%-owned joint
venture with Teddy Bear Valley Mines. In 2000, sales totaled 83 thousand equity
ounces at a total cash cost of $204 per ounce and is expected to increase to
approximately 110 thousand equity ounces at $215 per ounce in 2001.

OVERSEAS OPERATIONS

   Minera Yanacocha in Peru, a 51.35%-owned joint venture with Compania de
Minas Buenaventura, S.A.A., includes four open pit mines, three leach pads and
two gold recovery plants. In 2000, Yanacocha achieved record production of 1.76
million ounces (901 thousand equity ounces), a 6% increase from 1999 and 31%
more than in 1998. Total cash costs of $88 per ounce, are comparatively low
because of low waste-to-ore ratios and porous ore that yields high gold
recoveries without crushing prior to heap leaching.

   Production at Yanacocha has grown annually through the discovery and
development of reserves and increased mining and processing capacity. During
2000, approximately 132 million tons of material were mined (83 million ore
tons and 49 million waste tons), a 25% increase from 1999 and 89% more tonnage
than in 1998. In late 1999, Yanacocha terminated its contract mining agreement
and improved productivity and efficiency by conducting mine operations with its
own employees. In 2001, production is expected to exceed 2 million ounces (1
million equity ounces) with the start-up of the La Quinua mine. Total cash
costs are expected to increase to approximately $110 per ounce as processing of
La Quinua ore will require crushing and agglomeration before heap leaching.

   As described in Note 15, Newmont acquired an additional 13.35% interest in
Minera Yanacocha in 1997. The acquisition was contested by a former partner,
but resolved in Newmont's favor in 1998 with a decision of the Peruvian Supreme
Court. In spite of this final decision, the former partner filed with the
International Centre for Settlement of Investment Disputes a request for
arbitration against the Republic of Peru, alleging that the Peruvian courts had
wrongfully deprived it of its shares in Yanacocha. In late 2000, this
long-standing dispute was settled among all parties. Newmont issued 2.6 million
shares of NMC common stock, with a value of $40 million, in conjunction with
the settlement and all pending litigation and arbitration claims, including
claims against the government of Peru, were dismissed. Resolution of this
matter permitted a unitization of regional properties into Minera Yanacocha in
late 2000. These properties were formerly held separately by Newmont and
Buenaventura. The unitization will permit a more synergistic approach to
development and operation of all properties in the Yanacocha region.

   The Kori Kollo open-pit mine in Bolivia is held by Empresa Minera Inti Raymi
S.A., in which Newmont has an 88% interest and Zeland Mines, S.A. has a 12%
interest. Production sold in 2000 was 248 thousand equity ounces, down from 256
thousand and 295 thousand ounces in 1999 and 1998, respectively, reflecting
lower average ore grades. Total cash costs increased to $204 per ounce. For
2001, production is expected at approximately 245 thousand equity ounces with
cash costs of $230 per ounce.

   The Zarafshan-Newmont Joint Venture, in the Central Asian Republic of
Uzbekistan, is a 50/50 joint venture between Newmont and two Uzbekistan
governmental entities. Zarafshan-Newmont produces gold by crushing and heap
leaching low-grade oxide ore from existing stockpiles at the government-owned
Muruntau mine. Gold production in 2000 totaled 502.8 thousand ounces (251.4
thousand equity ounces) compared with 542.9 thousand ounces (271.5 thousand
equity ounces) in 1999 and 374.6 thousand ounces (187.3 thousand equity ounces)
in 1998. Total cash costs per ounce decreased to $129 per ounce from $161 in
1999 and from $207 in 1998. Production in 2001 is expected to be approximately
400 thousand ounces (200 thousand equity

                                      A-7



ounces), reflecting varying grades associated with ore placements throughout
the year and lower recoveries, with total cash costs increasing to
approximately $160 per ounce primarily as a result of lower production. Leach
pad expansion construction is underway following the signing of an amended ore
supply agreement under which the joint venture will purchase 150 million metric
tons of ore from the Uzbek government at an average grade of 1.44 grams per
metric ton. This agreement extends the operation's life to at least 2013.

   At Vera/Nancy, a 50%-owned joint venture with Normandy Mining Limited, the
operator of the underground mine in Queensland, Australia, Newmont's equity
share of 2000 production totaled 112 thousand ounces at a total cash cost of
$98 per ounce. Increased production from 1999 and 1998 resulted from completion
of a mill expansion project in 1999. Production is 2001 is expected at
approximately 125 thousand equity ounces with cash costs of $100 per ounce.

   At Minahasa, in Indonesia, where Newmont has an 80% interest but receives
100% of the gold production until recouping the bulk of its investment
including interest, production rose to 354.2 thousand ounces. Higher total cash
costs of $133 per ounce primarily reflected expenses for community development
activities and from plant disruptions caused by small protestor group
demonstrations for intermittent periods during the second and third quarters of
2000. Production in 2001 is expected at approximately 320 thousand ounces, with
total cash costs of approximately $135 per ounce.

   The Batu Hijau copper/gold mine in Indonesia completed its first full year
of production following start-up in the fourth quarter of 1999. Newmont holds
an indirect 45% equity interest in the mine, but receives 56.25% of production
until recouping the bulk of its investment. Production in 2000 totaled 520.8
million pounds of copper (292.9 million equity pounds) and 320.1 thousand
ounces of gold (180.1 thousand equity ounces). In 1999, production totaled 52.6
million pounds of copper (29.6 million equity pounds) and 28.7 thousand ounces
of gold (16.1 thousand equity ounces). Concentrate sales in 2000 included 294.2
million equity pounds of copper and 178.4 thousand equity ounces of gold. In
1999, sales totaled 10.2 million equity pounds of copper and 6.3 thousand
equity ounces of gold. Total cash costs, after gold sales credits, of $0.57 per
pound in 2000 compared to $0.82 per pound in 1999. Production in 2001 is
expected at between 550 million to 600 million pounds of copper (300 million to
340 million equity pounds) and between 400 thousand and 440 thousand ounces of
gold (225 thousand to 250 thousand equity ounces). Total cash production costs
are expected to be approximately $0.45 per pound, after gold sales credits.

FINANCIAL RESULTS

   Consolidated sales include 100% of Yanacocha and Kori Kollo production and
Newmont's ownership share of production elsewhere, except for Batu Hijau, which
is accounted for as an equity investment. Variances in sales revenue are
illustrated in the following table:



                                          2000     1999     1998
                                        -------- -------- --------
                                                 
Consolidated sales (in millions)....... $1,809.5 $1,627.1 $1,730.5
Consolidated production ozs. sold (000)  6,437.0  5,780.3  5,644.4
Average price received per ounce....... $    281 $    284 $    307
Average market price received per ounce $    279 $    280 $    294




                                                                2000 VS 1999 1999 VS 1998
                                                                ------------ ------------
                                                                       
Increase (decrease) in consolidated sales due to (in millions):
   Consolidated production.....................................    $191.2      $  33.6
   Average gold price received.................................      (8.8)      (137.0)
                                                                   ------      -------
       Total...................................................    $182.4      $(103.4)
                                                                   ======      =======


   Realized gold prices higher than average market gold prices resulted from
sales under commodity hedging instruments of 3% of equity production in 2000,
5% in 1999 and 15% in 1998.

   Dividends, interest and other for 2000 included interest income of $10.5
million, down from $15.4 million and $18.5 million in 1999 and 1998,
respectively, reflecting lower interest rates and cash balances during the

                                      A-8



year. Also included were a foreign currency exchange loss of $6.1 million, a
gain of $8.2 million and a loss of $12.4 million in 2000, 1999 and 1998,
respectively. In 1999, $21 million was included for the sale of two exploration
properties and in 1998, $8.3 million was included for recoveries from business
interruption insurance related to processing facilities in Nevada.

   Costs applicable to sales include total cash costs and provisions for
estimated final reclamation expenses related to consolidated production. The
increase in costs, primarily related to higher production levels at Nevada, was
partially offset by cost-reduction efforts at all locations.



                                           2000     1999    1998
                                         --------  ------  ------
                                                  
Costs applicable to sales (in millions):
   North American operations:
       Nevada operations................ $  625.6  $534.1  $599.9
       Mesquite.........................     29.4    27.5    27.9
       La Herradura.....................      6.8     6.4     1.5
       Golden Giant.....................     62.1    55.7    46.2
       Holloway.........................     19.5    19.7    17.2
   South American operations:
       Yanacocha........................    160.4   183.8   136.5
       Kori Kollo.......................     67.1    68.1    71.9
   Vera/Nancy...........................     11.6     8.4     6.7
   Zarafshan-Newmont....................     33.0    44.1    39.0
   Minahasa.............................     53.3    36.1    33.8
   Other................................     (1.6)   (2.2)    7.6
                                         --------  ------  ------
          Total......................... $1,067.2  $981.7  $988.2
                                         ========  ======  ======


   Certain mining costs associated with deposits that have diverse grade and
waste-to-ore ratios over the mine life are capitalized. In 2000, 1999 and 1998,
such costs were capitalized for certain deposits at the Nevada operations ($25
million in both 2000 and 1999 and $29.5 million in 1998) and at Minahasa ($3.6
million in 1998). These costs are charged to operating expenses as the related
gold is sold. Reduced mining rates led to lower capitalized mining costs in
1999 and 2000. During 2000, all previously capitalized mining costs associated
with the mined-out Deep Post surface deposit were fully amortized.

   Depreciation, depletion and amortization increased in 2000 primarily as a
result of increased gold production in Nevada and Yanacocha. The decrease in
1999 primarily resulted from the 1998 asset write-down described below. In
2001, such expense is expected to be approximately $330 million.



                                                         2000   1999   1998
                                                        ------ ------ ------
                                                             
Depreciation, depletion and amortization (in millions):
   North American operations:
       Nevada operations............................... $160.6 $123.8 $174.0
       Mesquite........................................    9.9    7.0   19.1
       La Herradura....................................    3.2    2.0    0.6
       Golden Giant....................................   26.5   23.2   24.1
       Holloway........................................   10.9   12.2    9.0
   South American operations:
       Yanacocha.......................................   73.1   66.8   59.6
       Kori Kollo......................................   24.0   25.6   40.8
   Vera/Nancy..........................................    4.4    2.8    1.5
   Zarafshan-Newmont...................................   13.4   11.2   11.3
   Minahasa............................................   25.0   23.0   20.1
   Other...............................................    8.4    6.2    8.6
                                                        ------ ------ ------
          Total........................................ $359.5 $303.8 $368.7
                                                        ====== ====== ======


                                      A-9



   Exploration and research expenses in 2000 were $77.4 million, compared with
$74.2 million in 1999 and $93.1 million in 1998. In 2001, these expenses are
targeted at approximately $65 million. However, such expenses will be
re-evaluated throughout 2001 depending on gold market prices and opportunities.

   Interest expense, net of amounts capitalized was $94.6 million, $77.7
million and $96.6 million in 2000, 1999 and 1998, respectively. Net interest
expense in 2000 increased because of lower capitalized interest for Newmont's
investment in Batu Hijau. In 2001, interest expense is expected to increase
about 6%.

   Expenses for acquisition settlement of $42.2 million in 2000 related to the
resolution of a dispute regarding Newmont's purchase of an additional 13.35%
interest in Minera Yanacocha as described in Note 15 and in the "Overseas
Operations" section above.

   Write-down of assets in 2000 of $58.4 million pre-tax related to Holloway
($30.8 million), Mesquite ($14.8 million), Kori Kollo ($5.6 million), the
Mezcala property in Mexico ($6.5 million) and to inventory at the Battle
Mountain Complex ($0.7 million). As described in Note 16, asset impairments
represent carrying value in excess of fair value, with fair value determined
using discounted future cash flow analyses. Such cash flows are based on
estimated recoverable ounces, future production and capital costs and gold
price assumptions. For 2000, gold price assumptions were $285 per ounce in 2001
and $300 per ounce thereafter. The Holloway write-down reduced fixed assets by
$30.8 million. The Mesquite write-down reduced leach pad inventory by $9.7
million, capitalized mining by $1.4 million and fixed assets by $3.7 million.
The Kori Kollo write-down reduced inventory by $4.9 million and fixed assets by
$0.7 million. The write-downs had no impact on the scope of the these
operations and will reduce future pre-tax Costs applicable to sales by $16.0
million and Depreciation, depletion and amortization by $35.2 million based on
remaining production as of December 31, 2000, with no impact on future cash
flows. The acquisition cost of the Mezcala property was written off as no
future cash flows from the property were anticipated as of December 31, 2000.

   In 1999, Battle Mountain's Crown Jewel project in Washington was written-off
($35.9 million) and Nevada stockpile inventories were written down ($3.5
million). The Crown Jewel write-down related to mine development costs and
represented the remaining carrying value as a result of permitting
uncertainties arising from a January 2000 decision from the Washington
Pollution Control Hearings Board that reversed its water rights permits and
vacated its Clean Water Act certification.

   In 1998, the asset write-down of $719.8 million ($529.6 million, net of tax)
was based on average gold price estimates of $300 per ounce in 1999 and 2000,
$325 in 2001, and $350 thereafter. The 1998 write down related to Property,
plant and mine development ($625.0 million), Inventories ($80.0 million) and
Other long-term assets ($14.8 million). The write-down included $587.6 million
for Nevada operations, $49.9 million for Kori Kollo, $40.3 million for Crown
Jewel, $13.4 million for acquisition costs related to certain exploration
properties, $10.8 million for Reona at the Battle Mountain Complex in Nevada
and $17.8 million for other investments (including $7.2 million at Mesquite).
The 1998 write-down had no impact on the scope of ongoing operations and
reduced future pre-tax Costs applicable to sales by $185 million and
Depreciation, depletion and amortization by approximately $520 million based on
remaining production as of December 31, 1998, with no impact on future cash
flows.

   Other expenses in 2000, 1999 and 1998 included $12.3 million, $7.9 million
and $9.5 million, respectively, for environmental obligations associated with
former mining activities. The year 2000 also included $13.2 million to increase
the remediation liability for San Luis, Colorado and $10.0 million for costs
associated with a mercury spill at Yanacocha, both described below. In 1999,
$9.5 million was included for San Luis and $5.4 million for costs associated
with terminating the contract mining agreement at Yanacocha. In the first
quarter of 2001, merger and restructuring expenses, including transaction
costs, exploration office closures and overall staff reductions, are expected
to total approximately $50 million pre-tax.

   Loss on marketable securities of Lihir reflected a noncash write down of
$23.9 million as of December 31, 2000, resulting from an other than temporary
decline in market value based on the length of time and the extent to which
such value had been less than cost basis. As described in Note 1, Lihir Gold
operates a gold mine in Papua New Guinea and prior to 2000 the investment was
accounted for on an equity basis.

                                     A-10



   A noncash Unrealized mark-to-market gain on call options in 2000 of $26.8
million ($17.4 million, net of tax) and loss in 1999 of $44.8 million ($29.1
million, net of tax) reflected the change in fair value of the contracts as of
the end of each period. A decrease in fair value represents an unrealized loss
to the counterparty holding these contracts and a corresponding unrealized gain
to Newmont. The change in fair value primarily resulted from volatility in the
gold spot market during the respective periods. Over the life of the contracts,
these net gains or losses will be restored to income.

   Income tax expense of $1.2 million in 2000, with an effective tax rate of
6%, included benefits of tax depletion and a reduction in deferred tax
liabilities associated with undistributed earnings of foreign subsidiaries,
partially offset by an increase in the valuation allowance related to deferred
tax assets. In 1999, income tax expense was $21.8 million, with an effective
tax rate of 37%. The $167.0 million income tax benefit in 1998 was primarily
attributable to the asset write-down.

   Equity loss and impairment of affiliates included $9.9 million, $10.7
million and $9.2 related to start-up losses at Batu Hijau in 2000, 1999 and
1998, respectively, which commenced production in the fourth quarter of 1999.
Also included were impairments for the equity investment in Lihir Gold of $76.2
million and $90.0 million in 1999 and 1998, respectively.

   Effective January 1, 2000, Newmont changed its method of accounting, in
accordance with the U.S. Securities and Exchange Commission Staff Accounting
Bulletin No. 101, to recognize revenue when third-party refined gold is
delivered to the customer rather than upon the completion of the production
process, or when gold was poured into dore at the mine. As discussed in Note
19, the cumulative effect of the accounting change was a $12.6 million charge
to net income, net of tax and minority interest, and included $3.2 million for
Minahasa, $2.2 million for Yanacocha, $1.6 million for Zarafshan-Newmont and
$1.4 million for Nevada, $3.9 million for Canada, $0.2 million for Kori Kollo
and $0.1 million for Vera/Nancy.

   Effective January 1, 1998, Newmont adopted the American Institute of
Certified Public Accountants Statement of Position 98-5 requiring that certain
start-up costs be expensed rather than capitalized. As discussed in Note 19,
such costs incurred and capitalized prior to January 1, 1998 were expensed. The
cumulative effect of the accounting change was $32.9 million, net of tax and
minority interest, and included approximately $18 million for Batu Hijau and
$11 million for Nevada operations.

LIQUIDITY AND CAPITAL RESOURCES

   For the year 2000, cash flow from operating activities of $567.8 million and
repayments from joint ventures and affiliates of $21.6 million funded capital
expenditures of $420.9 million, advances to Batu Hijau of $100.4 million, net
debt repayments of $36.6 million and dividends of $27.6 million. Newmont
expects to generate approximately 10% to 15% less cash from operations in 2001
(with gold price realizations comparable to 2000) as a result of lower combined
production, anticipated 5% to 7% higher cash costs and merger/restructuring
expenses. These cash flows are expected to sufficiently fund planned capital
expenditures, dividends and consolidated debt reduction.

INVESTING ACTIVITIES

  BATU HIJAU

   As discussed above and in Note 5, Newmont has an indirect 45% interest in
the Batu Hijau mine in Indonesia and its partner, an affiliate of Sumitomo
Corporation, has an indirect 35% interest. Because Newmont and Sumitomo carried
the interest of the 20% Indonesian partner, Newmont recognizes 56.25% of Batu
Hijau's income until recouping the bulk of its investment. At December 31, 2000
and 1999, Newmont's investment in Batu Hijau was $527.6 million and $438.3
million, respectively.

   During 2000, Newmont advanced $100.4 million to Batu Hijau, but expects no
further contributions in 2001. Third-party project loans of $1.0 billion were
fully utilized as of December 31, 2000. These loans were guaranteed by Newmont
and Sumitomo, 56.25% and 43.75%, respectively, until project completion tests
were

                                     A-11



met in October 2000 when the loans became non-recourse. Newmont and Sumitomo
have a contingent obligation to provide a $125 million support facility on a
pro-rata basis, if required. Debt repayments of $43.5 million semi-annually
will commence in May 2001.

  CAPITAL EXPENDITURES

   Capital expenditures increased in 2000 from 1999 and 1998 primarily for
expansion of the Yanacocha mine, the unitization of Peruvian properties and the
development of the Deep Post underground mine in Nevada.



                                         2000   1999   1998
                                        ------ ------ ------
                                             
Capital expenditures (in millions):
North American operations:
   Nevada operations................... $ 90.6 $ 65.0 $103.3
   Mesquite............................    4.2    1.2    6.7
   La Herradura........................    6.5    5.2    9.7
   Golden Giant........................   14.9    9.7    8.7
   Holloway............................    5.5    3.9    3.6
South American operations:
   Yanacocha (100%)....................  276.9  126.3   82.5
   Kori Kollo..........................    7.8    7.0    3.3
Vera/Nancy.............................    4.9   10.2    8.2
Zarafshan-Newmont......................    4.3    3.2    0.9
Minahasa...............................    2.2   10.8    6.4
Other projects and capitalized interest    3.1   27.7   29.2
                                        ------ ------ ------
       Total........................... $420.9 $270.2 $262.5
                                        ====== ====== ======


   In 2000, capital expenditures in Nevada included deferred mine development
($27.5 million, primarily for the Deep Post underground mine), capitalized
mining costs ($25.0 million), development of the Phoenix project ($9.8
million), mining equipment ($10.1 million) and other replacement capital.
Yanacocha capital expenditures included the La Quinua mine ($144.2 million),
unitization of regional properties ($45.7 million), leach pad expansion ($30.8
million), mine development ($30.0 million) and other replacement capital.

   During 1999, capital expenditures in Nevada included capitalized mining
costs ($25.0 million), deferred mine development ($15.1 million), development
of the Phoenix project ($12.8 million), refractory leach pads ($5.8 million)
and other ongoing capital requirements. Yanacocha capital expenditures included
costs to convert to owner mining ($58.3 million), leach pad expansion ($41.2
million) and development drilling and mine development ($18.0 million).

   In 1998, capital expenditures in Nevada included capitalized mining costs
($29.5 million), refractory leach pads ($22.0 million), process equipment
($14.6 million) and Phoenix project development costs ($7.7 million).
Yanacocha's expenditures included $47.8 million for mine/facility expansion and
$16.4 million for development drilling.

   Capital spending in 2001 is expected to be between $325 million and $375
million; including approximately $240 million at Yanacocha (primarily for leach
pad expansion and construction of the crusher and agglomeration equipment for
the La Quinua mine), $60 million in Nevada (primarily for development of the
Deep Post underground mine and capitalized mining), $20 million at
Zarafshan-Newmont (primarily for leach pad expansion and a new conveyor system)
and $20 million at all other sites for replacement capital.

OTHER

   In 2000, Battle Mountain received shares of Lihir Gold as a result of its
merger with Niugini Mining as described in Note 1, a portion of which were in
exchange for Niugini's $54.7 million in cash. In 1998, Newmont invested $75.9
million for the acquisition of an additional interest in Minera Yanacocha. In
1999, Newmont's

                                     A-12



affiliates received $14.1 million from the sale of two exploration properties,
$11.9 million from the sale of an investment in First Toronto Investments
Limited and an $11.0 million liquidating dividend related to the sale of the
New World project in Montana. In 1998, $34.9 million was received from the sale
of the New World project.

FINANCING ACTIVITIES

   Newmont has a $1.0 billion revolving credit facility with a consortium of
banks that expires in June 2002. At December 31, 2000, $147 million was
outstanding under this facility. The interest rate is variable and was 6.9% at
December 31, 2000. In December 1999, Yanacocha entered into a $100 million
credit facility with the International Finance Corporation for the development
of its La Quinua mine. The interest rate is variable and was 8.3% at December
31, 2000, with $45 million outstanding.

   In December 2000, Zarafshan-Newmont completed a $30 million additional
facility, expiring in 2007, with the European Bank for Reconstruction and
Development that will be used to expand leach pad capacity. The interest rate
on this facility will be based on the three-month LIBOR plus 3.25%. No
borrowings were outstanding as of December 31, 2000. In July 1999, long-term
debt was reduced $135 million with initial proceeds from a prepaid forward sale
contract described in Note 9.

   Battle Mountain Canada had $87.1 million outstanding at December 31, 2000
under a loan agreement with the Canadian Imperial Bank of Commerce. In
conjunction with this agreement, $40 million of restricted cash was set aside
for repayment of a portion of the loan and $30 million was to be repaid upon
the sale of Lihir Gold stock. In January 2001, subsequent to the merger with
Battle Mountain, Newmont repaid this loan with the restricted cash and with
borrowings from its revolving credit facility.

   Scheduled minimum long-term debt repayments are $57.1 million in 2001, as of
December 31, 2000; however, certain Battle Mountain debt was prepaid in January
2001 as described in Note 8.

   Newmont expects to fund maturities of its debt through operating cash flow
and/or by refinancing the debt as it becomes due.

   In conjunction with the Battle Mountain merger in January 2001, Newmont
issued 24.1 million shares of NMC common stock and 2.3 million shares of $3.25
convertible preferred NMC stock. The preferred stock is convertible into shares
of NMC common stock at any time at a conversion ratio of 0.5 share of NMC
common stock. Holders of NMC convertible preferred stock are entitled to
receive, when, as and if declared by Newmont's board of directors, an annual
cash dividend of $3.25 per share, or $7.5 million for all shares, payable in
equal quarterly installments.

                                     A-13



OTHER

   In October 1998, NMC acquired the 6.25% minority interest of Newmont Gold
Company (NGC) by merging an NMC subsidiary into NGC and issuing 10.7 million
shares of NMC common stock to NGC minority interest stockholders. The merger
was accounted for at historic cost, with the exception of the minority
interest, which was accounted for using purchase accounting. The excess
purchase price over NMC's carrying value of its minority interest
(approximately $207 million) was allocated to assets and liabilities of NGC and
Stockholders' equity increased $259 million.

DEVELOPMENTS IN INDONESIA

   Newmont operates the Minahasa mine on the island of Sulawesi and the Batu
Hijau mine on the island of Sumbawa. Both are in remote locations and have been
largely unaffected by civil unrest coinciding with the recent period of
political and social change in Indonesia. Both mines operate under Contracts of
Work issued by the central government. Indonesia's government has publicly
expressed its intention to uphold existing Contracts of Work. In early 2000, a
regional court issued a provisional judgment to shut down the Minahasa mine
pending resolution of a court case involving taxes on overburden. This matter
was resolved in April 2000 when the regional authority agreed that such taxes
were not applicable and withdrew its claim. Minahasa agreed to pay
approximately $500 thousand related to materials used to build a local road as
part of its community development program. During the second and third quarters
of 2000, small groups of protestors demonstrated near the mine, shutting down
production for intermittent periods. Protestors were led by former landowners
seeking additional compensation for property sold to Minahasa over six years
ago. Minahasa had previously reviewed the compensation process and determined
that its procedures were proper. Compensation amounts had been set by the
Indonesian government. Newmont continues to work with the local government and
community leaders during this period of change.

ENVIRONMENTAL

   Included in 2000 capital expenditures was approximately $4 million to comply
with environmental regulations. Expenditures of $8 million are anticipated in
2001. Ongoing costs to comply with environmental regulations have not been a
significant component of cash operating costs. Estimated future reclamation
costs relating to currently producing mines are accrued over each mine life and
at December 31, 2000, $108.9 million had been accrued.

   Newmont spent $18.7 million, $20.3 million and $10.9 million in 2000, 1999
and 1998, respectively, for environmental obligations related to former mining
sites discussed in Note 20, and expects to spend approximately $13 million in
2001. In 2000 and 1999, the remediation liability associated with the San Luis
property in Colorado was increased $13.2 million and $9.5 million,
respectively. The San Luis open-pit gold mine was operated by Battle Mountain
and was closed in 1996. At December 31, 2000, $63.5 million was accrued for
total estimated future costs associated with all such obligations. It is
reasonably possible that the ultimate liability may be as much as 40% greater
or lower than the amount accrued at December 31, 2000. Environmental
obligations are continuously monitored and reviewed and, although Newmont
believes that its reserves are adequate, as additional facts become known,
further provisions may be required.

   In June 2000, a transport contractor of Minera Yanacocha spilled
approximately 151 kilograms of mercury near the town of Choropampa, Peru, which
is located 53 miles southwest of the mine. Mercury is a byproduct of gold
mining and was sold to a Lima firm for use in medical instrumentation and
industrial applications. A comprehensive health and environmental remediation
program was undertaken by Minera Yanacocha. In August 2000, Minera Yanacocha
paid under protest a fine of 1.74 million soles (approximately US$500 thousand)
to the Peruvian government. Minera Yanacocha entered into agreements with three
of the communities impacted by this incident to provide a variety of public
works as compensation for the disruption and inconvenience caused by the
incident. Estimated costs of $10.0 million for these improvements, other
remediation efforts, personal

                                     A-14



compensation and the fine were included in Other expense in 2000. The Company
cannot reasonably predict the likelihood of any additional expenditures related
to this matter.

SAFE HARBOR STATEMENT

   The foregoing discussion and analysis, as well as certain information
contained elsewhere in this report, contain "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
and are intended to be covered by the safe harbor created thereby. These
forward-looking statements involve certain risks and uncertainties. Actual
results may differ materially from those contemplated by these forward-looking
statements. Forward-looking statements involve certain factors that are subject
to change including, but not limited to, the price of gold and copper; interest
and currency exchange rates; geological and metallurgical assumptions;
operating performance of equipment, processes and facilities; labor relations;
timing of receipt of necessary governmental permits or approvals; weather and
other acts of God; domestic and foreign laws or regulations, particularly
relating to the environment and mining; domestic and international economic and
political conditions; the ability of joint venture partners to meet their
obligations; the ability of Newmont to obtain or maintain necessary financing;
and other risks and hazards associated with mining operations. More detailed
information regarding Newmont, its operations and factors that could materially
affect its financial position and results of operations are included in NMC's
Annual Report on Form 10-K as well as other filings with the Securities and
Exchange Commission. Many of these factors are beyond Newmont's ability to
control or predict. Readers are cautioned not to put undue reliance on
forward-looking statements, which relate only as of the date of this document.
All subsequent written and oral forward-looking statements attributable to
Newmont or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
Newmont does not undertake any obligation to release publicly any revisions to
these forward-looking statements to reflect events or circumstances after the
date of the document or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities law.

                                     A-15



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and the Shareholders of Newmont Mining Corporation:

   We have audited the accompanying consolidated balance sheets of Newmont
Mining Corporation (a Delaware corporation) and subsidiaries (the "Company") as
of December 31, 2000 and 1999, and the related consolidated statements of
operations and comprehensive income (loss), changes in stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Newmont Mining Corporation
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted
in the United States.

   As explained in Notes 2 and 18 to the consolidated financial statements, the
Company changed its method of accounting for revenue recognition and start-up
costs, effective January 1, 2000 and 1998, respectively.

                                          /s/ Arthur Andersen LLP

                                          ARTHUR ANDERSEN LLP
Denver, Colorado,
March 20, 2001.

                                     A-16



                          NEWMONT MINING CORPORATION
                   STATEMENTS OF CONSOLIDATED OPERATIONS AND
                          COMPREHENSIVE INCOME (LOSS)



                                                                           YEARS ENDED DECEMBER 31,
                                                                      ----------------------------------
                                                                         2000          1999          1998
                                                                      ----------    ----------    ----------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE)
                                                                                         
Sales and other income
   Sales............................................................. $1,809,450    $1,627,083    $1,730,479
   Dividends, interest and other income..............................     10,281        47,985        19,857
                                                                      ----------    ----------    ----------
                                                                       1,819,731     1,675,068     1,750,336
                                                                      ----------    ----------    ----------
Costs and expenses
   Costs applicable to sales.........................................  1,067,241       981,713       988,192
   Depreciation depletion and amortization...........................    359,453       303,777       368,675
   Exploration and research..........................................     77,377        74,213        93,140
   General and administrative........................................     61,930        67,896        63,838
   Interest, net of amounts capitalized..............................     94,567        77,654        96,618
   Expenses for acquisition settlement...............................     42,181            --            --
   Write-down of assets..............................................     58,415        39,484       719,827
   Merger expenses...................................................      6,897            --            --
   Other.............................................................     34,606        25,980        11,060
                                                                      ----------    ----------    ----------
                                                                       1,802,667     1,570,717     2,341,350
                                                                      ----------    ----------    ----------
Operating income (loss)..............................................     17,064       104,351      (591,014)

Unrealized mark-to-market gain (loss) on call options................     26,796       (44,821)           --
Loss on marketable securities of Lihir...............................    (23,863)           --            --
                                                                      ----------    ----------    ----------
Pre-tax income (loss) before minority interest, equity loss and
  cumulative effect of changes in accounting principles..............     19,997        59,530      (591,014)
Income tax (expense) benefit.........................................     (1,206)      (21,777)      167,045
Minority interest in income of affiliates............................    (91,170)      (40,691)      (67,179)
Minority interest in Newmont Gold Company............................         --            --        (4,093)
Equity loss and impairment of affiliates.............................     (9,923)      (91,627)     (105,902)
                                                                      ----------    ----------    ----------
Net loss before cumulative effect of changes in accounting principles    (82,302)      (94,565)     (601,143)
Cumulative effect of changes in accounting principles, net...........    (12,572)           --       (32,924)
                                                                      ----------    ----------    ----------
Net loss.............................................................    (94,874)      (94,565)     (634,067)
Preferred stock dividends............................................     (7,475)       (7,475)       (7,475)
                                                                      ----------    ----------    ----------
Net loss applicable to common shares................................. $ (102,349)   $ (102,040)   $ (641,542)
                                                                      ==========    ==========    ==========
Other comprehensive income (loss)....................................       (526)       (3,988)        1,409
                                                                      ----------    ----------    ----------
Comprehensive loss................................................... $ (102,875)   $ (106,028)   $ (640,133)
                                                                      ==========    ==========    ==========
Net loss before cumulative effect of changes in accounting principles
  per common share, basic and diluted................................ $    (0.47)   $    (0.53)   $    (3.32)
Cumulative effect of changes in accounting principles per common
  share, basic and diluted...........................................      (0.06)           --         (0.18)
                                                                      ----------    ----------    ----------
Net loss per common share, basic and diluted......................... $    (0.53)   $    (0.53)   $    (3.50)
                                                                      ==========    ==========    ==========
Basic and diluted weighted average common shares outstanding.........    192,218       191,602       183,139
                                                                      ==========    ==========    ==========


       The accompanying notes are an integral part of these statements.


                                     A-17



                          NEWMONT MINING CORPORATION

                          CONSOLIDATED BALANCE SHEETS



                                                                AT DECEMBER 31,
                                                            ----------------------
                                                               2000        1999
                                                            ----------  ----------
                                                             (IN THOUSANDS, EXCEPT
                                                             SHARES AND PER SHARE)
                                                                  
                          ASSETS
Cash and cash equivalents.................................. $   77,558  $  122,832
Restricted cash............................................        406          --
Short- term investments....................................      7,084       9,414
Accounts receivable........................................     29,281      50,886
Put option premiums........................................         --      19,148
Inventories................................................    361,040     353,728
Prepaid taxes..............................................     46,307      48,623
Marketable securities of Lihir.............................     37,879          --
Current portion of deferred income tax assets..............      9,624      10,226
Other current assets.......................................     42,989      36,103
                                                            ----------  ----------
   Current assets..........................................    612,168     650,960
Property, plant and mine development, net..................  2,190,504   2,271,989
Investment in Batu Hijau...................................    527,568     438,318
Other investments..........................................     12,814      78,989
Long-term inventory........................................    163,782     171,206
Deferred income tax assets.................................    294,939     201,139
Restricted cash............................................     41,968      40,000
Other long-term assets.....................................     73,023      99,315
                                                            ----------  ----------
   Total assets............................................ $3,916,766  $3,951,916
                                                            ==========  ==========

                        LIABILITIES
Short-term borrowings...................................... $   10,000  $       --
Current portion of long-term debt..........................     40,447      25,843
Debt due upon disposal of Lihir securities.................     30,000      30,000
Accounts payable...........................................     87,757      53,926
Current portion of deferred income tax liabilities.........     10,223      29,520
Other accrued liabilities..................................    220,175     223,367
                                                            ----------  ----------
   Current liabilities.....................................    398,602     362,656
Long-term debt.............................................  1,129,390   1,191,023
Deferred revenue from sale of future production............    137,198     137,198
Reclamation and remediation liabilities....................    160,548     134,228
Fair value of written call options.........................     55,638      82,434
Deferred income tax liabilities............................    104,649      98,855
Other long-term liabilities................................    239,384     183,703
                                                            ----------  ----------
   Total liabilities.......................................  2,225,409   2,190,097
                                                            ----------  ----------

Commitments and contingencies (See Note 10 and 21)

Minority interest in affiliates............................    191,314     191,496
                                                            ----------  ----------

                   STOCKHOLDERS' EQUITY

Convertible preferred stock, $5.00 par value, 2.3 million
 authorized and issued.....................................    110,578     110,578
Common stock--$1.60 par value; 250 million shares
 authorized; 185.1 million and 181.6 million shares issued,
 less 157 thousand and 242 thousand treasury shares,
 respectively..............................................    295,928     290,285
Additional paid-in capital.................................  1,380,419   1,353,467
Accumulated other comprehensive loss.......................    (25,788)    (25,262)
Retained deficit...........................................   (261,094)   (158,745)
                                                            ----------  ----------
   Total stockholders' equity..............................  1,500,043   1,570,323
                                                            ----------  ----------
   Total liabilities and stockholders' equity.............. $3,916,766  $3,951,916
                                                            ==========  ==========


       The accompanying notes are an integral part of these statements.

                                     A-18



                          NEWMONT MINING CORPORATION

          STATEMENTS OF CONSOLIDATED CHANGES IN STOCKHOLDERS' EQUITY





                                                                                               ACCUMULATED
                                                     CONVERTIBLE   COMMON STOCK   ADDITIONAL      OTHER     RETAINED
                                                      PREFERRED  ----------------  PAID-IN    COMPREHENSIVE EARNINGS
                                                       AMOUNT    SHARES   AMOUNT   CAPITAL    INCOME (LOSS) (DEFICIT)
                                                     ----------- ------- -------- ----------  ------------- ---------
                                                                              (IN THOUSANDS)
                                                                                          
Balance at December 31, 1997........................  $110,578   169,271 $270,832 $1,153,203    $(22,683)   $ 584,821
   Common stock issued for acquisition of minority
    interest of Newmont Gold Company................        --    10,694   17,111    242,225          --           --
   Shares issued under retirement savings plans.....        --         6        9        278          --           --
   Shares issued under stock compensation plans.....        --        52       83      1,538          --           --
   Shares exchanged.................................        --       625      999       (999)         --           --
   Net loss.........................................        --        --       --         --          --     (634,067)
   Common stock dividends...........................        --        --       --    (30,596)         --           --
   Preferred stock dividends........................        --        --       --         --          --       (7,475)
   Other............................................        --        --       --         --       1,409           16
                                                      --------   ------- -------- ----------    --------    ---------
Balance at December 31, 1998........................   110,578   180,648  289,034  1,365,649     (21,274)     (56,705)
   Shares issued under retirement savings plans.....        --       384      614      7,186          --           --
   Shares issued under stock compensation plans.....        --        69      110      1,230          --           --
   Shares exchanged.................................        --       329      527       (527)         --           --
   Net loss.........................................        --        --       --         --          --      (94,565)
   Common stock dividends...........................        --        --       --    (20,097)         --           --
   Preferred stock dividends........................        --        --       --         --          --       (7,475)
   Other............................................        --        --       --         26      (3,988)          --
                                                      --------   ------- -------- ----------    --------    ---------
Balance at December 31, 1999........................   110,578   181,430  290,285  1,353,467     (25,262)    (158,745)
   Shares issued under retirement savings plans.....        --       408      825      9,547          --           --
   Shares issued under stock compensation plans.....        --       216      193      2,195          --           --
   Shares exchanged.................................        --       263      420       (420)         --           --
   Shares issued for acquisition settlement.........        --     2,628    4,205     35,795          --           --
   Net loss.........................................        --        --       --         --          --      (94,874)
   Common stock dividends...........................        --        --       --    (20,165)         --           --
   Preferred stock dividends........................        --        --       --         --          --       (7,475)
   Other............................................        --        --       --         --        (526)          --
                                                      --------   ------- -------- ----------    --------    ---------
Balance at December 31, 2000........................  $110,578   185,945 $295,928 $1,380,419    $(25,788)   $(261,094)
                                                      ========   ======= ======== ==========    ========    =========





       The accompanying notes are an integral part of these statements.

                                     A-19



                           NEWMONT MINING CORPORTION

                     STATEMENTS OF CONSOLIDATED CASH FLOWS



                                                                                         YEARS ENDED DECEMBER 31,
                                                                                     -------------------------------
                                                                                       2000       1999       1998
                                                                                     ---------  ---------  ---------
                                                                                              (IN THOUSANDS)
                                                                                                  
OPERATING ACTIVITIES
   Net loss......................................................................... $ (94,874) $ (94,565) $(634,067)
   Adjustments to reconcile net loss to net cash provided by operating activities:
      Depreciation, depletion and amortization......................................   359,453    303,777    368,675
      Amortization of capitalized mining costs......................................   103,079     38,334     63,820
      Deferred tax benefit..........................................................   (69,234)   (62,895)  (228,211)
      Unrealized mark-to-market (gain) loss on call options.........................   (26,796)    44,821         --
      Loss on marketable securities of Lihir........................................    23,863         --         --
      Stock issued for acquisition settlement.......................................    40,000         --         --
      Write-down of assets..........................................................    58,415     39,384    719,827
      Amortization of put option premiums...........................................    19,149     18,465         --
      Cumulative effect of change in accounting principle...........................    12,572         --     32,924
      Foreign currency exchange loss (gain).........................................     6,177     (8,214)    12,375
      Minority interest, net of dividends...........................................    61,366      1,857     34,523
      Undistributed losses of affiliated company....................................     9,923     91,627    105,902
      (Gain) loss on asset sales and other..........................................    (3,015)   (24,502)     3,379
   (Increase) decrease in operating assets:
      Accounts receivable...........................................................    (8,337)    32,482     26,920
      Inventories...................................................................   (21,249)   (21,733)   (10,077)
      Other assets..................................................................   (20,256)    (1,947)    (4,581)
   Increase (decrease) in operating liabilities:
      Accounts payable and other accrued liabilities................................    54,676     57,323    (43,522)
      Other liabilities.............................................................    62,857     37,001      3,292
                                                                                     ---------  ---------  ---------
         Net cash provided by operating activities..................................   567,769    451,215    451,179
                                                                                     ---------  ---------  ---------

INVESTING ACTIVITIES
   Additions to property, plant and mine development................................  (420,939)  (270,240)  (262,525)
   Advances to affiliated company...................................................  (100,389)  (158,878)  (147,229)
   Repayments from joint ventures and affiliates....................................    21,562     19,873         --
   Proceeds from sale of future production..........................................        --    137,198         --
   Cash effect of affiliate merger/additional interest acquired.....................   (54,700)        --    (75,868)
   Proceeds from asset sales and other..............................................    10,480     42,689     40,281
                                                                                     ---------  ---------  ---------
         Net cash used in investing activities......................................  (543,986)  (229,358)  (445,341)
                                                                                     ---------  ---------  ---------

FINANCING ACTIVITIES
   Proceeds from short-term debt....................................................    10,000    (14,850)     9,948
   Repayments of short-term debt....................................................        --         --    (25,771)
   Proceeds from long-term debt.....................................................   497,000    177,000    135,000
   Repayments of long-term debt.....................................................  (543,631)  (431,744)  (153,318)
   Dividends paid on common and preferred stock.....................................   (27,640)   (27,572)   (38,071)
   Decrease (increase) in restricted cash...........................................    (2,146)   (31,045)    10,183
   Other............................................................................     1,035     (1,017)    (1,443)
                                                                                     ---------  ---------  ---------
         Net cash used in financing activities......................................   (65,382)  (329,228)   (63,472)
                                                                                     ---------  ---------  ---------
Effect of exchange rate changes on cash.............................................    (3,675)    (5,795)    (2,400)
                                                                                     ---------  ---------  ---------
Net change in cash and cash equivalents.............................................   (45,274)  (113,166)   (60,034)
Cash and cash equivalents at beginning of year......................................   122,832    235,998    296,032
                                                                                     ---------  ---------  ---------
Cash and cash equivalents at end of year............................................ $  77,558  $ 122,832  $ 235,998
                                                                                     =========  =========  =========


                    See Note 17 for cash flow information.

       The accompanying notes are an integral part of these statements.

                                     A-20



                          NEWMONT MINING CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 THE COMPANY

   Newmont Mining Corporation and its subsidiaries (collectively, "NMC" or the
"Company") is a worldwide company engaged in the production of gold,
exploration for gold and acquisition of gold properties. The Company also has
an interest in a copper/gold mine that commenced production in late 1999. Prior
to October 1998, NMC conducted its operations through its subsidiary, Newmont
Gold Company ("NGC"). These consolidated financial statements give effect to
the NMC/Battle Mountain merger described below.

  BATTLE MOUNTAIN MERGER

   On January 10, 2001, the Company completed a merger with Battle Mountain
Gold Company ("Battle Mountain") pursuant to an agreement and plan of merger,
dated as of June 21, 2000, under which each share of common stock of Battle
Mountain and each exchangeable share of Battle Mountain Canada Ltd. (a
wholly-owned subsidiary of Battle Mountain) was converted into the right to
receive 0.105 shares of NMC, approximately 24.1 million shares. The Company
also exchanged 2.3 million shares of newly issued $3.25 convertible preferred
stock for all outstanding shares of Battle Mountain $3.25 convertible preferred
stock. The merger was accounted for as a pooling of interests, and as such, the
consolidated financial statements include Battle Mountain's financial data as
if Battle Mountain had always been part of NMC.

   The Company expects one-time merger expenses to total approximately $35
million, of which $20 million relates to investment advisory and professional
fees and $15 million to employee benefit and severance costs. The majority of
such expenses will be charged to income in 2001. As of December 31, 2000, the
Company incurred $6.9 million of such expenses.

   The following table sets forth results of operations of the previously
separate companies for the periods before the combination:



                                                 YEARS ENDED DECEMBER 31,
                                               ----------------------------
                                                 2000      1999      1998
                                               --------  --------  --------
                                                          
Sales
   Pre-merger:
       NMC.................................... $1,554.9  $1,398.9  $1,453.9
       Battle Mountain........................ $  254.5  $  228.2  $  276.6
                                               --------  --------  --------
   Post-merger:                                $1,809.4  $1,627.1  $1,730.5
                                               ========  ========  ========
Net income (loss) applicable to common shares:
   Pre-merger:
       NMC.................................... $  (18.9) $   24.8  $ (393.4)
       Battle Mountain........................ $  (83.4) $ (126.8) $ (248.1)
                                               --------  --------  --------
   Post-merger:                                $ (102.3) $ (102.0) $ (641.5)
                                               ========  ========  ========


  NIUGINI MINING AND LIHIR GOLD MERGER

   Battle Mountain held a 50.45% interest in Niugini Mining and, through this
interest at December 31, 1999 and 1998, held a 7.52% and 8.65% interest,
respectively, in Lihir Gold that operates a gold mine in Papua New Guinea. In
February 2000, Lihir Gold merged with Niugini Mining whereby Niugini Mining
shareholders received one share of Lihir Gold for each share of Niugini Mining,
together with one additional share of Lihir Gold for each A$1.45 of Niugini
Mining's net cash balance of $54.7 million. As a result of the merger, Battle

                                     A-21



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Mountain received 111.3 million shares of Lihir Gold, representing a 9.74%
interest reflected in Marketable securities of Lihir as a cost investment
available for sale. Battle Mountain had been pursuing options to dispose of its
interest in Niugini Mining since December 1998. Prior to 2000, Niugini Mining
was consolidated into the Company's results and its interest in Lihir Gold was
accounted for as an equity investment. As of December 31, 2000, Lihir
securities were written down $23.9 million as an other than temporary loss
resulting from the length of time and extent to which their market value had
been less than their cost basis.

  NGC MERGER

   Prior to October 1998, NMC owned 93.75% of the common stock of NGC. In
October 1998, NMC acquired the remaining 6.25% interest of NGC through the
merger of a wholly-owned subsidiary of NMC into NGC. The merger was accounted
for at historic cost, with the exception of the minority interest, which was
accounted for as a purchase. The purchase price was based on the $24.25 per
share value of the 10.7 million shares of NMC common stock issued to NGC
stockholders. The excess purchase price over the carrying value of such
minority interest (including transaction costs of $1.0 million and related
deferred taxes of $53.6 million) was $206.9 million and was allocated to NGC's
assets and liabilities based on their respective fair market values ($122.0
million to Investment in Batu Hijau and $84.9 million to Property, plant and
mine development primarily for Yanacocha). The Company's stockholders' equity
increased $259.3 million as a result of this transaction.

  OPERATIONS

   The Company's sales result from operations in the United States, Canada,
Mexico, Peru, Bolivia, Uzbekistan, Indonesia and Australia. Gold mining
requires the use of specialized facilities and technology. The Company relies
heavily on such facilities to maintain its production levels. Also, the cash
flow and profitability of the Company's current operations are significantly
affected by the market price of gold and copper. These commodity prices can
fluctuate widely and are affected by numerous factors beyond the Company's
control.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  PRINCIPLES OF CONSOLIDATION

   The consolidated financial statements include the accounts of Newmont Mining
Corporation and the more-than-50%-owned subsidiaries that it controls. The
Company also includes its pro-rata share of assets, liabilities and operations
for unincorporated joint ventures in which it has an interest. All significant
intercompany balances and transactions have been eliminated. The functional
currency for all subsidiaries is the U. S. dollar, except for Canadian and
Australian operations where the functional currency is the local currency.

  CASH AND CASH EQUIVALENTS

   Cash and cash equivalents consist of all cash balances and highly liquid
investments with an original maturity of three months or less. Because of the
short maturity of these investments, the carrying amounts approximate their
fair value. Cash and cash equivalents are invested in United States Treasury
bills and high-quality commercial paper and time deposits.

  INVESTMENTS

   Short-term investments are carried at cost, which approximates market, and
include Eurodollar, government and corporate obligations rated AA or higher.

                                     A-22



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   Investments in incorporated entities in which the Company's ownership is
greater than 20% and less than 50%, or which the Company does not control, are
accounted for by the equity method and are included in long-term assets. Income
or loss from such investments is included in Equity loss and impairment of
affiliates. Other investments in nonmarketable securities in which the
Company's ownership interest is less than 20% and in which the Company has no
significant influence are recorded at cost in long-term assets. Unrealized
gains or losses on these investments are included in Other comprehensive income
(loss), while realized gains or losses are included in net income. Investments
in marketable securities held for sale are marked to market at each period end.
When declines in value on such securities are deemed temporary, losses are
reflected in Other comprehensive loss, and if deemed other than temporary,
losses are reflected in net income (loss).

  INVENTORIES

   Precious metals, ore and in-process inventories, and materials and supplies
are stated at the lower of average cost or net realizable value. Prior to the
change in accounting method for revenue recognition discussed below, precious
metals inventory was stated at market value.

  PROPERTY, PLANT AND MINE DEVELOPMENT

   Expenditures for new facilities or expenditures that extend the useful lives
of existing facilities are capitalized and depreciated using the straight-line
method at rates sufficient to depreciate such costs over the estimated
productive lives of such facilities. Productive lives range from 2 to 21 years,
but do not exceed the estimated mine life based on proven and probable reserves.

   The Company adopted AICPA Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5") effective January 1, 1998. Under
this accounting method, certain costs, such as organization, training and
pre-feasibility expenses incurred in the start-up phase of a project are
expensed as incurred (See Note 19).

   Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property, including costs to further delineate the ore body and remove
overburden to initially expose the ore body, are capitalized. Such costs, and
estimated future development costs, are amortized using the unit-of- production
method over the estimated life of the ore body based on proven and probable
reserves. Ongoing development expenditures to maintain production are generally
charged to operations as incurred.

   Significant payments related to the acquisition of land and mineral rights
are capitalized. If a mineable ore body is discovered, such costs are amortized
when production begins using the unit-of-production method based on proven and
probable reserves. If no mineable ore body is discovered, such costs are
expensed in the period in which it is determined the property has no future
economic value.

   Interest expense allocable to the cost of developing mining properties and
to constructing new facilities is capitalized until assets are ready for their
intended use.

   Gains or losses from normal sales or retirements of assets are included in
other income or expense.

  ASSET IMPAIRMENT

   The Company reviews and evaluates its long-lived assets for impairment when
events or changes in circumstances indicate that the related carrying amounts
may not be recoverable. An impairment loss is measured

                                     A-23



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

as the amount by which asset carrying value exceeds fair value. Fair value is
determined using estimated future cash flow analysis. An impairment is
considered to exist if total estimated future cash flows on an undiscounted
basis are less than the carrying amount of the asset. An impairment loss is
measured and recorded based on discounted estimated future cash flows. Future
cash flows include estimates of recoverable ounces, gold prices (considering
current and historical prices, price trends and related factors), production
levels, capital and reclamation costs, all based on detailed engineering
life-of-mine plans. In estimating future cash flows, assets are grouped at the
lowest level for which there are identifiable cash flows that are largely
independent of cash flows from other asset groups. Generally, all assets at a
particular mine are used together to generate cash flow. At the Nevada
operations, with a number of ore types and processing facilities, assets are
grouped according to the processing facility at which ores will be processed.
Assumptions underlying future cash flow estimates are subject to risks and
uncertainties. Any differences between significant assumptions and market
conditions and/or the Company's performance could have a material effect on the
Company's financial position and results of operations (See Note 16).

  REVENUE RECOGNITION

   The Company changed its accounting method for revenue recognition in
accordance with the U.S. Securities and Exchange Commission Staff Accounting
Bulletin No. 101, such that revenue is recognized upon delivery of third-party
refined gold to the customer. Previously, revenue was recognized when the
production process was complete or when gold was poured in dore form at the
mine (See Note 18). Initial proceeds from prepaid forward sales contracts are
recorded as deferred revenue and are recognized in income when the related gold
is delivered.

  MINING COSTS

   In general, mining costs are charged to operations as incurred. However,
certain of the Company's deposits have diverse grade and waste-to-ore ratios
over the mine's life. Mining costs for these deposits, to the extent they do
not relate to current gold production, are capitalized and then charged to
operations when the applicable gold is produced.

  RECLAMATION AND REMEDIATION COSTS

   Estimated future reclamation costs are based principally on legal and
regulatory requirements. Such costs related to active mines are accrued and
charged over the expected operating lives of the mines using the
unit-of-production method. Future remediation costs for inactive mines are
accrued based on management's best estimate at the end of each period of the
undiscounted costs expected to be incurred at a site. Such cost estimates
include, where applicable, ongoing care, maintenance and monitoring costs.
Changes in estimates are reflected in earnings in the period an estimate is
revised.

  INCOME AND MINING TAXES

   The Company accounts for income taxes using the liability method,
recognizing certain temporary differences between the financial reporting basis
of the Company's liabilities and assets and the related income tax basis for
such liabilities and assets. This method generates a net deferred income tax
liability or net deferred income tax asset for the Company as of the end of the
year, as measured by the statutory tax rates in effect as enacted. The Company
derives its deferred income tax charge or benefit by recording the change in
the net deferred income tax liability or net deferred income tax asset balance
for the year. Mining taxes represent Canadian provincial taxes levied on mining
operations and are classified as income taxes since such taxes are based on a
percentage of mining profits.

   The Company's deferred income tax assets include certain future tax
benefits. The Company records a valuation allowance against any portion of
those deferred income tax assets that it believes will more likely than not
fail to be realized.

                                     A-24



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  FOREIGN CURRENCY

   Assets and liabilities of foreign affiliates in Canada and Australia are
translated at exchange rates in effect at each period end. Revenues and
expenses are translated at the average exchange rate for the period.
Accumulated currency translation adjustments are included in Other
comprehensive income (loss). Foreign currency transaction gains or losses are
included in net income.

  COMMODITY INSTRUMENTS

   On a limited basis the Company has entered into commodity contracts to
protect the selling price for certain anticipated gold production. The Company
does not acquire, hold or issue commodity instruments for trading or
speculative purposes.

   Put option contracts purchased by the Company provide the right, but not the
obligation, to sell a specified number of ounces of gold at a specified strike
price. Put options qualify for deferral accounting such that gains or losses on
the contracts are recognized as the designated production is delivered or as
the options expire. The initial fair value of put options is recorded as Put
option premiums and is amortized over the term of the options.

   Call option contracts sold by the Company provide the contract holder the
right, but not the obligation, to buy a specified number of ounces of gold at a
specified strike price. The call option contracts are recorded at fair value
and are marked to market at each reporting date.

   Certain combination, time-matched written call and purchased put options
(known as "collars") together provide a minimum and maximum potential price for
contract ounces of gold. Premiums paid or received are included in sales income
in the period such collars expire.

   Forward sales contracts enable the Company to deliver to a counterparty a
specified number of ounces of gold at a specified price and date. Gains and
losses realized on these contracts, as well as any cost or revenue associated
therewith, are recognized in sales when the related gold is delivered.

   Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments and hedging activity. SFAS No.
133 is effective January 1, 2001. SFAS No. 133 requires recognition of all
derivative instruments on the balance sheet as either assets or liabilities and
measurement at fair value. Changes in the derivative's fair value will be
recognized currently in earnings unless specific hedge accounting criteria are
met. Gains and losses on derivative hedging instruments must be recorded in
either other comprehensive income (loss) or current earnings (loss), depending
on the nature of the instrument. Upon adoption of the statement, a net
derivative asset of $2.6 million will be recorded, with unrealized gains of
$1.7 million to other comprehensive income and an increase of $0.9 million to
Deferred income tax liabilities. Call option contracts will continue to be
marked to market in current earnings.

  EARNINGS PER COMMON SHARE

   Earnings or loss per share are presented for basic and diluted net income
(loss) and, if applicable, for net income or loss before the cumulative effect
of a change in accounting principle. Basic earnings per share is computed by
dividing net income or loss (the numerator) by the weighted-average number of
outstanding common shares, including Battle Mountain Canada exchangeable
shares, (the denominator) for the period. The computation of diluted earnings
per share includes the same numerator, but the denominator is increased to
include the number of additional common shares that would have been outstanding
if potentially dilutive common shares had been issued (such as the common share
equivalents for employee stock options).

                                     A-25



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  COMPREHENSIVE INCOME

   In addition to net income, comprehensive income includes all changes in
equity during a period (such as adjustments to minimum pension liabilities,
foreign currency translation adjustments and cumulative unrecognized changes in
fair value of marketable securities held for sale or other investments), except
those resulting from investments by and distributions to owners. Beginning
January 2001 with the adoption of SFAS 133, the effective portion of changes in
fair value of derivative instruments that qualify as cash flow hedges will also
be included in comprehensive income.

  USE OF ESTIMATES

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period. Actual amounts
could differ from those estimates.

  RECLASSIFICATIONS

   Certain amounts in prior years have been reclassified to conform to the 2000
presentation.

NOTE 3 INVENTORIES



                                                     AT DECEMBER 31,
                                                    -----------------
                                                      2000     1999
                                                    -------- --------
                                                     (IN THOUSANDS)
                                                       
Current:
   Ore and in-process inventories.................. $241,181 $190,576
   Precious metals.................................   23,452   61,116
   Materials and supplies..........................   95,395  100,786
   Other...........................................    1,012    1,250
                                                    -------- --------
                                                    $361,040 $353,728
                                                    ======== ========
Ore-in-stockpiles (included in Long-term inventory) $163,782 $171,206
                                                    ======== ========


NOTE 4 PROPERTY, PLANT AND MINE DEVELOPMENT



                                                          AT DECEMBER 31,
                                                     ------------------------
                                                        2000         1999
                                                     -----------  -----------
                                                          (IN THOUSANDS)
                                                            
Land and mining claims.............................. $   326,023  $   295,784
Buildings and equipment.............................   3,089,978    3,019,934
Mine development....................................     927,516      797,418
Construction-in-progress............................     304,846      254,196
                                                     -----------  -----------
                                                       4,648,363    4,367,332
Accumulated depreciation, depletion and amortization  (2,582,191)  (2,294,201)
Capitalized mining costs............................     124,332      198,858
                                                     -----------  -----------
                                                     $ 2,190,504  $ 2,271,989
                                                     ===========  ===========


                                     A-26



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 5 INVESTMENT IN BATU HIJAU

   The Company and an affiliate of Sumitomo Corporation ("Sumitomo") are
partners in the Nusa Tenggara Partnership ("NTP") that holds 80% of P.T.
Newmont Nusa Tenggara ("PTNNT"), the owner of the Batu Hijau copper/gold mine
in Indonesia. Production began in the fourth quarter of 1999 and the projected
mine life is in excess of 20 years. The development cost of Batu Hijau was
approximately $1.83 billion.

   The Company and Sumitomo have an indirect 45% and 35% interest,
respectively, in PTNNT. The remaining 20% interest is held by an unrelated
Indonesian company. Because the Company and Sumitomo have carried the
investment of the 20% owner, until recouping the bulk of its construction
investment, including interest, the Company recognizes 56.25% of Batu Hijau's
income (loss).

   The Company accounts for its investment in Batu Hijau as an equity
investment due to each partner's significant participating rights in the
business and the unanimous approval required for major partnership decisions.
At December 31, 2000 and 1999, such investment was $527.6 million and $438.3
million, respectively, based on U.S. generally accepted accounting principles.
Differences between 56.25% of the NTP's net assets and the Company's investment
include (i) $220 million for the fair market value adjustment recorded by NTP
in conjunction with the Company's initial contribution, (ii) $48 million for
intercompany charges, (iii) $122 million for the fair market value adjustment
recorded by the Company in conjunction with the NGC minority interest
acquisition and (iv) $148 million for contributions recorded by the Company
that were classified as debt by NTP. Certain of these amounts are amortized or
depreciated on a unit-of-production basis. The Company's investment also
reflects $42 million for exploration expenditures incurred prior to the
formation of NTP. (See Note 17 for a description of the the Company's equity
loss in Batu Hijau. Batu Hijau's Net income (loss) reflects the elimination of
interest between PTNNT and NTP).

   Project development was funded by $1.0 billion from third party loans
(Senior Debt) and $0.83 billion from the Company and Sumitomo. The Senior Debt
was guaranteed by the Company and Sumitomo, 56.25% and 43.75%, respectively,
until project completion tests were met in October 2000, at which time the debt
became non-recourse. Repayment of borrowings under the Senior Debt will be in
semi- annual installments of $43.5 million from May 2001 through November 2010.
The semi-annual installments will be reduced to $22.1 million from May 2011
through November 2013. The interest rate is based on blended fixed and floating
rates. The weighted average interest rates were 6.6% and 6.4% during 2000 and
1999, respectively, and 7.0% and 6.6% at December 31, 2000 and 1999,
respectively.

   Following is summarized financial information for NTP based on U.S.
generally accepted accounting principles (in thousands):



                                                                  YEARS ENDED DECEMBER 31,
                                                                 --------------------------
                                                                   2000     1999     1998
                                                                 --------  ------- --------
                                                                          
Sales and other income.......................................... $431,893  $15,224 $     93
Income (loss) before cumulative effect of a change in accounting
  principle..................................................... $(70,761) $11,846 $(19,284)
Net income (loss)............................................... $(70,761) $11,846 $(69,410)


                                     A-27



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




                                                             AT DECEMBER 31,
                                                          ---------------------
                                                             2000       1999
                                                          ---------- ----------
                                                               
Current assets........................................... $  209,011 $  137,542
Property, plant and mine development, net................ $2,020,386 $1,956,515
Other assets............................................. $  135,674 $  154,604
Debt and related interest to partners and affiliates..... $  283,504 $  195,478
Other current liabilities................................ $  198,455 $  207,645
Long-term debt--third parties (including current portion) $1,000,000 $1,000,000
Other liabilities........................................ $    2,013 $      132


NOTE 6 OTHER ACCRUED LIABILITIES



                              AT DECEMBER 31,
                             -----------------
                               2000     1999
                             -------- --------
                              (IN THOUSANDS)
                                
Payroll and related benefits $ 66,386 $ 60,531
Interest....................   29,989   30,408
Deferred revenue............   14,850       --
Reclamation and remediation.   14,412   13,529
Taxes other than income.....    9,249    4,004
Income and mining taxes.....   11,372   51,085
Royalties...................    1,624    6,737
Severance benefits..........      743    1,489
Other.......................   71,550   55,584
                             -------- --------
                             $220,175 $223,367
                             ======== ========


NOTE 7 INCOME TAXES

   The Company's income tax (expense) benefit consisted of (in thousands):



                              YEARS ENDED DECEMBER 31,
                            ----------------------------
                              2000      1999      1998
                            --------  --------  --------
                                       
Current:
   Domestic................ $(31,774) $ (7,072) $     --
   Foreign.................  (59,131)  (75,428)  (59,444)
                            --------  --------  --------
                             (90,905)  (82,500)  (59,444)
                            --------  --------  --------
Deferred:
   Domestic................   33,501    69,693   234,509
   Foreign.................   56,198    (8,970)   (8,020)
                            --------  --------  --------
                              89,699    60,723   226,489
                            --------  --------  --------
Total tax (expense) benefit $ (1,206) $(21,777) $167,045
                            ========  ========  ========


                                     A-28



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The Company's income tax (expense) benefit differed from the amounts
computed by applying the United States corporate income tax statutory rate for
the following reasons (in thousands):



                                               YEARS ENDED DECEMBER 31,
                                            -----------------------------
                                              2000      1999      1998
                                            --------  --------  ---------
                                                       
U.S. corporate income tax at statutory rate $ (6,999) $(20,835) $ 206,855
Percentage depletion.......................   13,616    11,353     29,793
Valuation allowance on deferred tax assets.  (17,986)  (30,925)  (111,048)
Foreign tax credits........................    1,834     7,631      9,105
Foreign losses.............................   19,297    18,959     41,848
Other......................................  (10,968)   (7,960)    (9,508)
                                            --------  --------  ---------
Total tax (expense) benefit................ $ (1,206) $(21,777) $ 167,045
                                            ========  ========  =========


   The Company's pretax income (loss) before minority interest, equity loss and
cumulative effect of a change in accounting principle consisted of (in
thousands):



             YEARS ENDED DECEMBER 31,
         -------------------------------
           2000       1999       1998
         ---------  ---------  ---------
                      
Domestic $(186,040) $(149,153) $(670,383)
Foreign.   206,037    208,683     79,369
         ---------  ---------  ---------
         $  19,997  $  59,330  $(591,014)
         =========  =========  =========


                                     A-29



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   Components of the Company's consolidated deferred income tax assets and
liabilities are as follows (in thousands):



                                                                                       AT DECEMBER 31,
                                                                                    --------------------
                                                                                      2000       1999
                                                                                    ---------  ---------
                                                                                         
Deferred tax assets:
   Exploration costs............................................................... $  76,266  $  58,085
   Depreciation....................................................................    43,922     36,877
   Depletion of the cost of land and mining claims.................................   230,824    235,318
   Alternative minimum tax credit carry forward....................................    51,214     45,540
   Capitalized inventory costs.....................................................    22,360     19,665
   Remediation and reclamation costs...............................................    23,915     32,079
   Mine development costs..........................................................     4,826    (16,698)
   Net operating loss carry forwards...............................................    52,182     40,725
   Retiree benefit costs...........................................................    19,341     18,263
   Sale/leaseback transaction, net.................................................     2,761      6,184
   Relocation/reorganization costs.................................................       625      1,215
   Unrealized mark-to-market adjustments and amortization of put option premiums...     6,307     22,150
   Other                                                                                 1,795    (3,130)
                                                                                    ---------  ---------
                                                                                      536,338    496,273
   Valuation allowance for deferred tax assets.....................................  (191,117)  (174,108)
                                                                                    ---------  ---------
   Net deferred tax assets.........................................................   345,221    322,165
                                                                                    ---------  ---------
Deferred tax liabilities:
   Net undistributed earnings from subsidiaries....................................   (66,008)  (146,094)
   Capitalized mining costs........................................................   (40,550)   (65,243)
   Capitalized interest............................................................   (30,813)   (24,849)
   Other...........................................................................   (18,159)    (2,989)
                                                                                    ---------  ---------
       Deferred tax liabilities....................................................  (155,530)  (239,175)
                                                                                    ---------  ---------
   Deferred tax assets, net of deferred tax liabilities............................ $ 189,691  $  82,990
                                                                                    =========  =========


   Net deferred tax assets of $314.4 million and $222.8 million related to
domestic tax jurisdictions and net deferred tax liabilities of $115.5 million
and $83.7 million related to foreign tax jurisdictions at December 31, 2000 and
1999, respectively.

                                     A-30



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 8 DEBT

  LONG-TERM DEBT

   Long-term debt consisted of (in thousands):



                                                     AT DECEMBER 31,
                                                 ----------------------
                                                    2000        1999
                                                 ----------  ----------
                                                       
Sale-leaseback of refractory ore treatment plant $  327,125  $  335,482
Credit facility.................................    147,000     210,000
Canadian Imperial Bank of Commerce loan.........     87,120     104,400
8/3//8% debentures, net.........................    199,916     199,902
8/5//8% notes...................................    150,000     150,000
6% convertible subordinated debentures..........     99,980      99,980
Medium-term notes...............................     32,000      32,000
Project financings..............................    156,696     115,102
                                                 ----------  ----------
                                                  1,199,837   1,246,866
Current maturities..............................    (40,447)    (25,843)
Debt due upon disposal of Lihir Gold securities.    (30,000)    (30,000)
                                                 ----------  ----------
                                                 $1,129,390  $1,191,023
                                                 ==========  ==========


   Scheduled minimum long-term debt repayments are $57.1 million in 2001,
$351.1 million in 2002, $105.7 million in 2003, $53.3 million in 2004, $312.6
million in 2005 and $320.0 million thereafter. These scheduled payments include
amounts associated with the Canadian Imperial Bank of Commerce loan, which was
paid-in-full following the NMC/Battle Mountain merger. The Company may
accelerate credit facility repayments, depending on available operating cash
flow.

    Sale-Leaseback of the Refractory Ore Treatment Plant

   In September 1994, the Company entered into a sale and leaseback agreement
for its refractory ore treatment plant located at Carlin, Nevada. The
transaction was accounted for as debt and the cost of the refractory ore
treatment plant was recorded as a depreciable asset. The lease term is 21 years
and aggregate future minimum lease payments, which include interest, as of
December 31, 2000 and 1999 were $519.4 million and $549.1 million,
respectively. Payments are $29.7 million annually over the next five years. The
lease includes purchase options during and at the end of the lease at
predetermined prices. The interest rate on this sale-leaseback transaction is
6.36%. Because this asset is specialized, it is not practicable to estimate the
fair value of this debt. In connection with this transaction, the Company
entered into certain interest rate hedging contracts that were settled for a
gain of $11 million, which is recognized as a reduction of interest expense
over the term of the lease. Including this gain, the effective interest rate on
the transaction is 6.15%.

    Credit Facilities

   In June 1997, the Company entered into a $1.0 billion revolving credit
facility with a consortium of banks. As of December 31, 2000, $147.0 million
was outstanding under the credit facility, which expires in June 2002. Interest
rates are variable, can be fixed for up to six months at the option of the
Company and are subject to adjustment if changes in the Company's long-term
debt ratings occur. As of December 31, 2000 and 1999, the interest rate was
6.9% and 6.7%, respectively, and the weighted average interest rate for such
years was 6.9% and 5.4%, respectively. An annual facility fee, currently 0.1%,
is required based on the lenders' total commitment. The fair value of amounts
outstanding under the credit facility at December 31, 2000 approximated the
related carrying amount.

                                     A-31



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The credit facility contains certain covenants, including limitations on
aggregate consolidated indebtedness (including guarantees) to 60% of total
capitalization, requirements for $1.0 billion of minimum consolidated tangible
net worth and limitations on incurring liens, fundamental business changes and
transactions with affiliates.

    Canadian Imperial Bank of Commerce (CIBC) Loan

   Battle Mountain Canada entered into a $145.0 million loan agreement with
CIBC in 1997 in conjunction with its purchase of Niugini Mining from Battle
Mountain that was secured by Niugini Mining stock. As of December 31, 2000 and
1999, $87.1 million and $104.4 million was outstanding. In October 1999, the
loan was restructured into three "tranches". A $40.0 million tranche, due
December 31, 2003, was to be repaid from a $40.0 million collateral cash
account established at the time of restructuring (reflected in Restricted
cash). A $30.0 million tranche was due the earlier of the sale of Lihir Gold
stock or December 31, 2003, and a $34.4 million tranche was payable in 14 equal
quarterly installments beginning September 30, 2000. The interest rate was
variable and the weighted average interest rate was 7.6% and 7.1% for 2000 and
1999, respectively. The fair value of the amounts outstanding as of December
31, 2000 approximated the related carrying amount. In January 2001, subsequent
to the NMC/Battle Mountain merger, all tranches of the CIBC loan were repaid
with the $40.0 million collateral cash account and from the Company's Credit
Facilities.

    8 5/8% Debentures

   Unsecured debentures in an aggregate principal amount of $200 million
maturing July 1, 2005 bearing an annual interest rate of 8.375% were
outstanding at December 31, 2000 and 1999. The debentures were priced at
99.928% to yield 8.386% and are not redeemable prior to maturity. Interest is
payable semi-annually in January and July. The costs related to the issuance of
the debentures were capitalized and are amortized to interest expense over the
term of the debentures. Using prevailing interest rates on similar instruments,
the fair value of these debentures was approximately $202.6 million and $195.6
million at December 31, 2000 and 1999, respectively.

    8 5/8% Notes

   Unsecured notes with a principal amount of $150 million due April 1, 2002
bearing an annual interest rate of 8.625% were outstanding at December 31, 2000
and 1999. Interest is payable semi-annually in April and October and the notes
are not redeemable prior to maturity. Using interest rates prevailing on
similar instruments at December 31, 2000 and 1999, the estimated fair value of
this debt was $153.9 million and $150.6 million, respectively.

    6% Convertible Subordinated Debentures

   Unsecured debentures of Battle Mountain in an aggregate principal amount of
$100 million maturing 2005 bearing an annual interest rate of 6% were
outstanding at December 31, 2000 and 1999. Interest is payable annually in
January and the debentures were convertible into Battle Mountain stock at a
conversion price of $20.625 per share, subject to adjustment in certain events.
As a result of the NMC/Battle Mountain merger, the debentures are convertible
at the option of the holders into shares of NMC common stock at any time on or
after January 10, 2001 and prior to maturity, unless previously redeemed at the
option of the Company. The conversion rate is 25.45 shares of NMC for each
$5,000 principal amount of debentures converted. Approximately 509 thousand
shares of NMC common stock have been registered for issuance upon conversion of
these debentures. Using prevailing interest rates on similar instruments, the
fair value of these debentures was approximately $82.0 million and $80.0
million at December 31, 2000 and 1999, respectively.

                                     A-32



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


    Medium-Term Notes

   Unsecured notes totaling $32 million were outstanding as of December 31,
2000 and 1999, respectively, with a weighted average fixed interest rate of
7.68% and maturing on various dates beginning early 2003 to late 2004. Interest
is payable semi-annually in March and September and the notes are not
redeemable prior to maturity. Using interest rates prevailing on similar
instruments at December 31, 2000 and 1999, the estimated fair value of these
notes was $31.5 million and $31.0 million, respectively.

    Project Financings

     Minera Yanacocha

   Minera Yanacocha issued debt through the sale of $100 million 8.4% 1997
Series A Trust Certificates ("Certificates") to various institutional
investors. At December 31, 2000 and 1999, $78 million and $88 million,
respectively, was outstanding under the financing. Interest on the Certificates
is fixed at 8.4% and repayments are required quarterly through 2004. The fair
value of the Certificates was $75.7 million and $81.0 million at December 31,
2000 and 1999, respectively.

   Minera Yanacocha also had $1.7 million outstanding under loans with the
International Finance Corporation ("IFC") and with Deutsche Investitions und
Entwicklungsgesellschaft mbH ("DEG") at December 31, 1999. The IFC and DEG
loans matured in 2000. Weighted average interest rates on the IFC and DEG loans
were 9.0% as of and for the year ended December 31, 1999 and the fair value of
the fixed-rate portion of such loans approximated carrying value.

   In December 1999, Minera Yanacocha entered into a $100 million credit
facility with the IFC for the development of its La Quinua project. At December
31, 2000, $45.0 million was outstanding and none was outstanding as of December
31, 1999. Interest rates are LIBOR plus 2.375% on the $20 million "A tranche"
and LIBOR plus 2.0% on the $80 million "B tranche". As of December 31, 2000,
the interest rate was 8.3% and the weighted average interest rate for 2000 was
8.3%. The fair value of amounts outstanding at December 31, 2000 approximated
the related carrying amount. Also in December 1999, Minera Yanacocha assumed
certain lease and purchase agreements for mining equipment. The net present
value of future minimum payments was $8.3 million and $11.4 million, at
December 31, 2000 and 1999, respectively, with an interest component of 11.1%
for both years.

   All Minera Yanacocha debt (non-recourse to Newmont) is secured by certain
restricted funds and substantially all of Minera Yanacocha's property, plant
and equipment.

   Minera Yanacocha has a $20 million line of credit with Banco de Credito del
Peru that expires in July 2004. The interest rate is LIBOR plus 2% and is
adjusted annually to current market rates. As of December 31, 2000 the amount
outstanding under this credit line was $8 million. The interest rate for the
period the loan was outstanding in 2000 and at December 31, 2000 was 8.6%.

     Zarafshan-Newmont

   The Company, through a wholly-owned subsidiary, is a 50% participant in the
Zarafshan-Newmont joint venture ("Zarafshan-Newmont") in the Republic of
Uzbekistan. The other 50% participants are two Uzbek government entities. As of
December 31, 2000 and 1999, Zarafshan-Newmont had $18.0 million outstanding
under a loan with the European Bank for Reconstruction and Development ("EBRD")
secured by the assets of the project. The loan is to be repaid in semi-annual
installments of $6.0 million beginning July 2001. The interest

                                     A-33



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

rate is 4.25% over the three-month LIBOR. The weighted average interest rates
for 2000 and 1999 were 10.9% and 9.6%, respectively, and the interest rates at
December 31, 2000 and 1999 were 11.0% and 10.4%, respectively. The carrying
amount of the loan is estimated to approximate its fair market value. The
Company has guaranteed payment of certain amounts due under the loan, which
totaled $9.0 million at December 31, 2000 and 1999, and the Uzbek partners have
guaranteed payment of the balance.

   In December 2000, Zarafshan-Newmont completed an additional $30 million loan
under the EBRD facility that will be used primarily for capital expansion. This
loan will be available through December 15, 2002 and will be repaid in eight
equal semi-annual payments of $3.75 million, beginning July 2003 and ending
January 2007. The interest rate will be based on the three-month LIBOR plus
3.25% and no amounts were outstanding at December 31, 2000. The assets of
Zarafshan-Newmont secure this loan, 50% of which is guaranteed by the Company
and 50% by the Uzbek partners.

     Inti Raymi

   In conjunction with the development of its Kori Kollo mine in Bolivia, Inti
Raymi arranged term credit facilities with various international lending
institutions. As of December 31, 2000 and 1999, $5.0 million was outstanding
under one such remaining credit facility. The loan is payable on March 1, 2002
and is convertible at any time at the holder's option into a 3.98% interest
ownership interest in Inti Raymi. The interest rate is fixed at 11%. Due to the
nature of this instrument, the fair value is not practicably determinable.

  CAPITALIZED INTEREST

   Capitalized interest was $5.5 million, $23.3 million and $13.7 million in
2000, 1999 and 1998, respectively.

NOTE 9 DEFERRED REVENUE FROM SALE OF FUTURE PRODUCTION

   In July 1999, the Company entered into a prepaid forward sale contract for
approximately 483 thousand ounces of gold, with initial proceeds of $137.2
million, for delivery in June 2005, 2006 and 2007. Such proceeds were recorded
as deferred revenue and will be recognized in income when the related gold is
physically delivered. Any additional proceeds will be determined at each
delivery date based on the excess of the then existing market price (not to
exceed $380 per ounce) over $300 per ounce. The prepaid forward sale contract
also included semi-annual delivery requirements of approximately 17,950 ounces
beginning June 2000 through June 2007. Newmont entered into forward purchase
contracts at prices increasing from $263 per ounce in 2000 to $354 per ounce in
2007 to coincide with these delivery commitments.

NOTE 10 OPTION CONTRACTS AND COMMODITY INSTRUMENTS

  OPTION CONTRACTS

   In late July and early August 1999, the Company purchased put option
contracts for 2.85 million ounces of gold, with a strike price of $270 per
ounce. This purchase was paid for by selling call option contracts for 2.35
million ounces at the strike prices noted below. Put option contracts for one
million ounces were subject to termination if the market price reached $270 per
ounce at any time prior to such contracts' expiration date, which was August
2000 through July 2001. These put option contracts were thus terminated in
September 1999. Call options in 2004 and 2005 terminate if the market price is
$240 per ounce or lower at any time prior to expiration.

                                     A-34



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   As of December 31, 2000, the following contracts were outstanding:



     SOLD CALL OPTIONS
     -----------------
        OZS      PRICE
     ---------   -----
           
2004   250,000   $350
2005   250,000   $350
2008 1,000,000   $386
2009   850,000   $385


   The put options qualified for deferral accounting such that gains and losses
on the contracts were recognized as the designated production was delivered or
as the options expired. The initial fair value of the options of $37.6 million
was recorded as Put option premiums and were amortized over the term of the
options. In 2000 and 1999, $19.1 million and $18.5 million, respectively, was
amortized in Sales, including the premiums associated with terminated put
options. The call option contracts, with an initial fair value of $37.6
million, are marked to market at each reporting date and on December 31, 2000
and 1999, had a fair value of $55.6 million and $82.4 million, respectively,
resulting in a noncash, unrealized gain of $26.8 million in 2000 and a loss of
$44.8 million in 1999. At December 31, 2000, a $1.00 increase in the gold price
would result in a $0.42 per ounce increase in the fair value of the call option
contracts.

  COMMODITY INSTRUMENTS

   Commodity instruments for certain Battle Mountain operations were
outstanding as of December 31, 2000:



                                            2001    2002    2003    2004  TOTAL/AVERAGE
                                           ------- ------- ------- ------ -------------
                                                           
Combination call and put options:
   Written call options:
       Ounces.............................  92,752  92,752  92,752  7,563    285,819
       Average strike price per ounce..... $   348 $   348 $   348 $  359   $    348
   Purchased put options:
       Ounces.............................  92,752  92,752  92,752  7,563    285,819
       Average strike price per ounce..... $   286 $   286 $   286 $  296   $    286
   Flat forward contracts:
       Ounces.............................  31,252  31,252  31,252  1,563     95,319
       Average price per ounce............ $   314 $   314 $   314 $  323   $    314


   The Company is not required to place collateral with respect to its
commodity instruments and there are no margin calls associated with such
contracts. Credit risk is minimized by dealing only with major financial
institutions/counterparties. The combination call and put options contracts had
a fair value of $2.7 million and $3.2 million at December 31, 2000 and 1999,
respectively. The flat forward contracts had a fair value of $2.0 million and
negative $0.5 million at December 31, 2000 and 1999, respectively. A $1.00
increase in the gold price would result in a $0.59 per ounce and $0.98 per
ounce decrease in the fair value of the combination option contracts and flat
forward contracts, respectively, at December 31, 2000.

NOTE 11 STOCKHOLDERS' EQUITY

   NMC COMMON STOCK. As discussed in Note 1, NMC issued 24.1 million shares in
exchange for Battle Mountain common stock and Battle Mountain exchangeable
shares in January 2001. In October 1998, NMC issued 10.7 million shares of
common stock in conjunction with the acquisition of NGC's minority interest.
The Company paid dividends of $0.12 per common share of NMC stock in each of
2000, 1999 and 1998.

   CONVERTIBLE PREFERRED STOCK: At December 31, 2000 and 1999, 2.3 million
shares of Battle Mountain $3.25 convertible preferred stock were outstanding,
with a liquidation preference of $50 per share. In conjunction

                                     A-35



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

with the NMC/Battle Mountain merger, NMC issued 2.3 million shares of $3.25
convertible preferred stock in exchange for Battle Mountain preferred stock.
The preferred stock is convertible into shares of NMC at any time at a
conversion ratio of 0.5 share of NMC common stock and is redeemable at the
option of the Company solely for shares of NMC common stock. Holders of NMC
convertible preferred stock are entitled to receive, when, as and if declared
by the Company's board of directors, an annual cash dividend of $3.35 per
share, payable in equal quarterly installments. The Company paid $7.5 million
in preferred stock dividends in each of 2000, 1999 and 1998.

   STOCK RIGHTS. In September 2000, the Company paid a dividend of one series A
junior participating preferred stock purchase right ("PSPR") for each
outstanding share of NMC common stock. These rights replaced NMC's existing
PSPRs that expired in September 2000. The rights agreement works by imposing a
significant penalty upon any person or group which acquires 15% or more of
NMC's outstanding common stock without the approval of its board of directors.
Each PSPR entitles the holder to purchase from NMC one one-thousandth of a
share of NMC participating preferred stock for $100 (subject to adjustment)
once such rights become exercisable. Until exercised, holders of PSPRs have no
stockholder rights. The PSPRs become exercisable only if a defined acquiring
person has acquired 15% or more of NMC common stock or has begun a tender or
exchange offer that would result in such person owning 15% or more of NMC
common stock. If such events occur, PSPR holders (other than the acquiring
person) may, for $100, purchase shares of NMC common stock (or in certain
circumstances common stock of the acquiring company) with a market value of
$200, based on the market price of NMC common stock prior to such acquisition
(or the market price of the acquiring corporation's stock). NMC may redeem the
PSPRs for $0.01 each prior to an announcement that a defined acquiring person
exists.

NOTE 12 STOCK OPTIONS

  EMPLOYEE STOCK OPTIONS

   Under the Company's stock option plans, options to purchase shares of stock
have been granted to key employees at the fair market value of such shares on
the date of grant. The options under these plans vest over a two-year period
and, for certain options granted to key employees, over a four-year period, and
are exercisable over a period not exceeding ten years. At December 31, 2000,
4,871,658 shares were available for future grants under the Company's plans. In
conjunction with the Battle Mountain merger, 850 thousand shares of NMC common
stock were authorized for issuance in connection with outstanding Battle
Mountain stock options that were assumed by the Company.

   The following table summarizes annual activity for all stock options for
each of the three years in the period ended December 31:



                                          2000                  1999                  1998
                                  --------------------- --------------------- --------------------
                                               WEIGHTED              WEIGHTED             WEIGHTED
                                               AVERAGE               AVERAGE              AVERAGE
                                   NUMBER OF   EXERCISE  NUMBER OF   EXERCISE NUMBER OF   EXERCISE
                                    SHARES      PRICE     SHARES      PRICE    SHARES      PRICE
                                  -----------  -------- -----------  -------- ----------  --------
                                                                        
All Stock Options

Outstanding at beginning of year.  11,511,797    $30      6,559,745    $38     4,591,610    $46
Granted..........................   1,502,325    $19      5,253,469    $19     2,376,716    $27
Exercised........................    (110,500)   $25         (1,625)   $22        (9,046)   $28
Forfeited........................    (231,948)   $37       (299,792)   $36      (399,535)   $44
                                  -----------    ---    -----------    ---    ----------    ---
Outstanding at end of year.......  12,671,674    $29     11,511,797    $30     6,559,745    $38
                                  ===========    ===    ===========    ===    ==========    ===
Options exercisable at year end..   7,501,483    $33      4,233,780    $42     2,959,156    $49
                                  ===========           ===========           ==========
Weighted average fair value of
  options granted during the year $     12.55           $     11.90           $    18.88
                                  ===========           ===========           ==========


                                     A-36



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The following table summarizes information about stock options outstanding
at December 31, 2000 with exercise prices equal to the fair market value on the
date of grant with no restrictions on exercisability after vesting (included in
the "All Stock Options" table):



                                      OPTIONS OUTSTANDING                  OPTIONS EXERCISABLE
                         --------------------------------------------- ----------------------------
                                     WEIGHTED AVERAGE
                           NUMBER       REMAINING     WEIGHTED AVERAGE   NUMBER    WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE  EXERCISE PRICE  EXERCISABLE  EXERCISE PRICE
------------------------ ----------- ---------------- ---------------- ----------- ----------------
                                                                    
       $13 to $19         3,754,725     8.3 years           $17         1,468,125        $18
       $20 to $24         2,754,804     8.3 years           $21         1,474,979        $21
       $25 to $29         1,944,774     7.9 years           $27           982,609        $28
       $30 to $35           647,547     6.0 years           $32           592,283        $32
       $36 to $44         1,551,272     4.9 years           $39         1,412,546        $39
       $45 to $59           785,919     4.6 years           $53           785,919        $53
       $60 to $63           729,279     7.8 years           $62           518,308        $63
       ----------        ----------     ---------           ---         ---------        ---
       $13 to $63        12,168,320     7.4 years           $29         7,234,769        $33
       ==========        ==========     =========           ===         =========        ===


   Certain key executives were granted options that, although the exercise
price was equal to the fair market value on the date of grant, cannot be
exercised when otherwise vested unless the market price of NMC's common stock
is a defined amount above the option exercise price. In addition, the same
executives were granted options with exercise prices in excess of the fair
market value on the date of grant. Generally, these key executive options vest
over a period of one to five years and are exercisable over a ten-year period.
At December 31, 2000, 503,354 of these options were outstanding and 266,714
were exercisable. Information about these stock options outstanding (included
in the "All Stock Options" table) at December 31, 2000 is summarized below:



                                               OPTIONS OUTSTANDING                OPTIONS EXERCISABLE
                                     --------------------------------------- -----------------------------
                                                                             WEIGHTED             WEIGHTED
                                      RANGE OF              WEIGHTEDAVERAGE  AVERAGE              AVERAGE
                                      EXERCISE    NUMBER       REMAINING     EXERCISE   NUMBER    EXERCISE
                                       PRICES   OUTSTANDING CONTRACTUAL LIFE  PRICE   EXERCISABLE  PRICE
                                     ---------- ----------- ---------------- -------- ----------- --------
                                                                                
Options with exercise prices in
  excess of the fair market value on
  the date of the grant............. $40 to $56   266,714      2.5 years       $50      266,714     $ 50
Options that cannot be exercised
  until the market price exceeds a
  fixed amount above the exercise
  price............................. $30 to $41   236,640      2.8 years       $37           --     $ --


   The Company applies Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for stock options. Accordingly, because stock
option exercise prices equal the market value on the date of grant, no
compensation cost has been recognized for its stock options. Had compensation
cost for the options been determined based on market value at grant dates in
2000, 1999 and 1998, as prescribed by SFAS No. 123, the Company's net income
and earnings per share would have been the pro forma amounts indicated below
(in thousands, except per share):



                                                   YEARS ENDED DECEMBER 31,
                                               -------------------------------
                                                 2000       1999       1998
                                               ---------  ---------  ---------
                                                            
Net income (loss) applicable to common shares
   As reported................................ $(102,349) $(102,040) $(641,542)
   Pro forma.................................. $(129,719) $(129,086) $(658,243)
Net income (loss) per share, basic and diluted
   As reported................................ $   (0.53) $   (0.53) $   (3.50)
   Pro forma.................................. $   (0.67) $   (0.67) $   (3.59)


                                     A-37



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   For purposes of determining the pro forma amounts, the fair value of each
option grant was estimated on the date of the grant using the Black-Scholes
option-pricing model with the following assumptions for 2000, 1999 and 1998,
respectively: weighted average risk-free interest rates of 6.4%, 6.4% and 4.5%;
dividend yield of 0.6%, 0.6% 0.5%; expected lives of nine years, eight years
and six years; and volatility of 56%, 52% and 85%, respectively.

   Compensation costs included in the pro forma amounts reflect only fair
values of options granted after January 1, 1995. These amounts may not be
indicative of actual results had the Company used fair-value-based accounting
for stock options.

  OTHER STOCK-BASED COMPENSATION

   In 1997, the Company adopted an intermediate term incentive plan ("ITIP")
under which restricted stock may be granted to certain key employees. These
shares are granted upon achievement of certain financial and operating
thresholds at fair market value on the grant date. ITIP stock grants are
subject to certain restrictions related to ownership and transferability that
currently lapse two years (for ownership) and five years (for transfer) from
the date of the grant. In 2000 and 1999, 95,814 and 62,800 shares of restricted
stock, respectively, were issued under ITIP, of which 126,170 shares remain
restricted at December 31, 2000. In 1998, the Company awarded 10,643 shares of
restricted stock to certain key executives, of which none remain restricted at
December 31, 2000. Compensation expense recorded for these grants was $2.4
million, $1.1 million and $1.2 million in 2000, 1999 and 1998, respectively.

NOTE 13 EMPLOYEE PENSION AND OTHER BENEFIT PLANS

  PENSION PLANS

   The Company's pension plans include: (1) six qualified non-contributory
defined benefit plans (for salaried employees and substantially all domestic
hourly employees); (2) five non-qualified supplemental plans (for salaried
employees whose benefits under the qualified plan are limited by federal
legislation); (3) two qualifed defined contribution plans (for salaried and
hourly Canadian employees); and (4) a non-qualified cash balance international
plan (for select employees who are not eligible to participate in the
U.S.-based plans because of citizenship). The vesting period for each plan is
five years of service. The plans' benefit formulas are based on an employee's
years of credited service and either (i) such employee's last five years
average pay (salaried plan), (ii) a percentage of annual pay (international
plan) or (iii) a flat dollar amount adjusted by a service-weighted multiplier
(hourly plan).

   Pension costs are determined annually by independent actuaries and pension
contributions to the qualified plans are made based on funding standards
established under the Employee Retirement Income Security Act of 1974.

  OTHER BENEFIT PLANS

   The Company provides defined medical benefits to qualified retirees (and to
their eligible dependents) who were salaried employees and defined life
insurance benefits to qualified retirees who were salaried employees. In
general, participants become eligible for these benefits upon retirement
directly from the Company if they are at least 55 years old and the combination
of their age and years of service with the Company equals 75 or more.

   Defined medical benefits cover most of the reasonable and customary charges
for hospital, surgical, diagnostic and physician services and prescription
drugs. Life insurance benefits are based on a percentage of final base annual
salary and decline over time after retirement commences.

                                     A-38



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The following tables provide a reconciliation of changes in the plans'
benefit obligations and assets' fair values over the two-year period ended
December 31, 2000 and a statement of the funded status as of December 31 of
both years (in thousands):



                                                  PENSION BENEFITS     OTHER BENEFITS
                                                 ------------------  ------------------
                                                   2000      1999      2000      1999
                                                 --------  --------  --------  --------
                                                                   
Change in Benefit Obligation:
   Benefit obligation at beginning of year...... $181,743  $189,782  $ 49,322  $ 58,747
   Service cost-benefits earned during the year.    7,530     9,358     2,570     4,053
   Interest cost................................   13,631    12,723     3,209     3,511
   Amendments...................................    2,860        --        --        --
   Actuarial loss (gain)........................    5,406   (20,575)   (8,573)  (15,126)
   Settlement (gain) loss.......................     (333)       --        --        --
   Foreign currency exchange (gain) loss........     (289)      960       (36)       79
   Settlement payments..........................  (12,431)       --        --        --
   Benefits paid................................   (8,771)  (10,505)   (1,430)   (1,942)
                                                 --------  --------  --------  --------
   Benefit obligation at end of year............ $189,346  $181,743  $ 45,062  $ 49,322
                                                 ========  ========  ========  ========
Change in Fair Value of Assets:
   Fair value of assets at beginning of year.... $182,666  $167,728  $     --  $     --
   Adjustment to fair value of assets...........       --     4,587        --        --
   Actual return (loss) on plan assets..........   (1,340)   15,911        --        --
   Employer contributions.......................    3,802     4,152        --        --
   Administrative expenses......................     (248)     (247)       --        --
   Foreign currency exchange gain (loss)........     (567)    1,040        --        --
   Settlement payments..........................  (12,293)       --       989     1,450
   Benefits paid................................   (8,771)  (10,505)     (989)   (1,450)
                                                 --------  --------  --------  --------
   Fair value of assets at end of year.......... $163,249  $182,666  $     --  $     --
                                                 ========  ========  ========  ========

   Funded status................................ $(26,097) $    923  $(45,062) $(49,322)
   Unrecognized prior service cost..............   11,499     6,612     1,528     1,676
   Unrecognized net loss (gain).................    2,754   (21,819)  (25,372)  (18,045)
   Unrecognized net obligation..................      143        50        --        --
                                                 --------  --------  --------  --------
   Accrued cost................................. $(11,701) $(14,234) $(68,906) $(65,691)
                                                 ========  ========  ========  ========


   The Company's non-qualified pension plans and postretirement benefit plans
have Accumulated Benefit Obligations ("ABO") in excess of plan assets. The ABO
was $15.7 million and $12.9 million for supplemental pension plans, $2.2
million and $2.0 million for the international pension plans, and $45.1 million
and $49.3 million for postretirement benefit plans, at December 31, 2000 and
1999, respectively.

                                     A-39



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The following table provides amounts recognized in the consolidated balance
sheets as of December 31 (in thousands):



                                                        PENSION BENEFITS     OTHER BENEFITS
                                                       ------------------  ------------------
                                                         2000      1999      2000      1999
                                                       --------  --------  --------  --------
                                                                         
Amounts recognized in the consolidated balance sheets:
   Accrued benefit cost............................... $(21,923) $(23,179) $(68,906) $(65,691)
   Intangible asset...................................    6,357     3,151        --        --
   Accumulated other comprehensive income.............    3,865     5,794        --        --
                                                       --------  --------  --------  --------
   Net amount recognized.............................. $(11,701) $(14,234) $(68,906) $(65,691)
                                                       ========  ========  ========  ========


   In accordance with the provisions of SFAS No. 87, an adjustment was required
to reflect a minimum liability for the supplemental pension plan in 2000, 1999
and 1998. As a result of such adjustment, an intangible asset was recorded and
(to the extent the minimum liability adjustment exceeded the unrecognized net
transition liability) Stockholders' equity was reduced $2.4 million, $3.5
million and $2.3 million (net of related deferred income tax benefits) at
December 31, 2000, 1999 and 1998, respectively.

   The following table provides components of net periodic pension benefit cost
for the indicated fiscal years (in thousands):



                                                          PENSION BENEFITS            OTHER BENEFITS
                                                    ----------------------------  ----------------------
                                                      2000      1999      1998     2000    1999    1998
                                                    --------  --------  --------  ------  ------  ------
                                                                                
Components of net periodic pension benefit cost:
   Service cost.................................... $  7,530  $  9,358  $  8,665  $2,569  $4,022  $3,848
   Interest cost...................................   13,631    12,723    11,805   3,209   3,511   3,476
   Expected return on plan assets..................  (16,742)  (14,824)  (13,064)     --      --      --
   Recognition of net actuarial gain...............     (691)     (215)     (281)   (280)   (165)   (128)
   Amortization of prior service cost..............      729       730       796     148     148     278
   Amortization of loss (gain).....................      298       366       280    (993)    (97)    (12)
   Amortization of net obligation (asset)..........      (93)     (204)     (163)     --      --      --
                                                    --------  --------  --------  ------  ------  ------
       Total net periodic pension benefit cost..... $  4,662  $  7,934  $  8,038  $4,653  $7,419  $7,462
                                                    ========  ========  ========  ======  ======  ======


   For the pension plans, prior-service costs are amortized on a straight-line
basis over the average remaining service period of active participants. Gains
and losses in excess of 10% of the greater of the benefit obligation and the
market-related value of assets are amortized over the average remaining service
period of active participants. Postretirement benefits other than pensions are
accrued during an employee's service to the Company.

   Assumptions used in measuring the Company's benefit obligation were as
follows:



                                                PENSION BENEFITS OTHER BENEFITS
                                                ---------------- --------------
                                                  2000    1999    2000    1999
                                                 -----    -----   -----  -----
                                                             
Weighted-average assumptions as of December 31:
   Discount rate............................... 7.75%    7.75%   7.75%   7.75%
   Expected return on plan assets.............. 9.25%    9.25%     N/A     N/A
   Rate of compensation increase............... 4.00%    4.00%   4.00%   4.00%


                                     A-40



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The assumed health care cost trend rate to measure the expected cost of
benefits was 7% for 2001, 6% for 2002 and 5% each year thereafter. Assumed
health care cost trend rates have a significant effect on amounts reported for
the health care plans. A 1% change in assumed health care cost trend rates
would have the following effects (in thousands):



                                                                                       1% INCREASE 1% DECREASE
                                                                                       ----------- -----------
                                                                                             
Effect on total of service and interest cost components of net periodic postretirement
  health care benefit cost............................................................   $  944      $  (797)
Effect on the health care component of the accumulated postretirement benefit
  obligation..........................................................................   $6,047      $(5,260)


  SAVINGS PLAN

   The Company has four qualified defined contribution savings plans, two that
cover salaried employees and two that cover substantially all hourly employees.
In addition, the Company has a non-qualified supplemental savings plan for
salaried employees whose benefits under the qualified plan are limited by
federal regulations. When an employee meets eligibility requirements, the
Company matches 100% of employee contributions of up to 6% and 4% of base
salary for the salaried and hourly plans, respectively. The Company's matching
contributions under these plans were $9.9 million, $9.7 million and $9.7
million in 2000, 1999 and 1998, respectively.

NOTE 14 DIVIDENDS, INTEREST AND OTHER INCOME



                                                    YEARS ENDED
                                                    DECEMBER 31,
                                                -------------------
                                                2000   1999   1998
                                                -----  ----- ------
                                                   (IN MILLIONS)
                                                    
Interest income................................ $10.5  $15.4 $ 18.5
Foreign currency exchange gain (loss), net.....  (6.1)   8.2  (12.4)
Gain on sale of exploration properties.........   1.6   20.6    3.6
Recoveries from business interruption insurance    --     --    8.3
Other..........................................   4.3    3.8    1.8
                                                -----  ----- ------
   Total....................................... $10.3  $48.0 $ 19.8
                                                =====  ===== ======


NOTE 15 EXPENSES FOR ACQUISITION SETTLEMENT

   In the third quarter of 2000, the Company resolved a long-standing legal
dispute regarding the acquisition of an additional interest in Minera
Yanacocha, a gold mining operation located in Peru. The Company issued $40
million of NMC common stock, 2.6 million shares, under terms of the settlement
and, charged $42.2 million, including expenses, to income.

   Prior to 1997, the Company's interest in Minera Yanacocha was 38% and was
accounted for on an equity basis. Beginning in 1997, when the additional 13.35%
interest was deemed to be acquired, Minera Yanacocha was consolidated into the
Company's financial statements. The acquisition was disputed as described below.

   In November 1993, the French government announced its intention to privatize
the mining assets of Bureau de Recherches Geologiques et Minieres, the
geological and mining bureau of the French government ("BRGM") and in September
1994, BRGM announced its intention to transfer its 24.7% interest in Minera
Yanacocha to a third party. The Company and Compania de Minas Buenaventura,
S.A.A. ("Buenaventura"), then 38.0% and 32.3% owners of Minera Yanacocha,
respectively, filed suit in Peru to seek enforcement of their preemptive

                                     A-41



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

rights with respect to the proposed BRGM transfer. In September 1996, the trial
court ruled in favor of the Company and Buenaventura and held that the
preemptive rights were triggered in November 1993, and that the value of the
24.7% interest was $109.3 million. In June 1998, the Peruvian Supreme Court
issued a resolution upholding the decision.

   In spite of the final decision of the Peruvian Supreme Court, in October
1998, BRGM, through its subsidiary Compagnie Miniere International Or S.A.
("Mine Or"), filed with the International Centre for Settlement of Investment
Disputes a request for arbitration against the Republic of Peru. The request
alleged that the decision of the Peruvian courts wrongfully deprived Mine Or of
its shares in Minera Yanacocha (which Mine Or valued at approximately $560
million) and sought restitution and damages from the Republic of Peru.

   Under the settlement, all pending litigation and arbitration claims were
dismissed, including the BRGM's claims against the government of Peru.

NOTE 16 WRITE-DOWN OF ASSETS

   In 2000, as a result of a prolonged period of low gold prices, the Company
reduced the carrying value of its long-lived assets by $58.4 million.
Specifically, the write-down related to the Holloway mine in Canada ($30.8
million), the short-lived Mesquite mine in California ($14.8 million), the Kori
Kollo mine in Bolivia ($5.6 million), the acquisition cost of the Mezcala
property in Mexico ($6.5 million) and the Battle Mountain Complex in Nevada
($0.7 million). The write- down reduced fixed assets by $30.8 million. Mesquite
write-down reduced leach pad inventory by $9.7 million, capitalized mining by
$1.4 million and fixed assets by $3.7 million. The Kori Kollo write-down
reduced inventory by $4.9 million and fixed assets by $0.7 million.

   In 1999, the write-down of $39.5 million related to the Crown Jewel project
in Washington ($36.0 million) and to Nevada stockpile inventories ($3.5
million). The Crown Jewel write-down related to mine development costs and
represented the remaining carrying value of the property as a result of
permitting uncertainties resulting from a January 2000 decision from the
Washington Pollution Control Hearings Board decision that reversed its water
rights permits and vacated its Clean Water Act certification.

   In 1998, the Company adjusted the carrying value of certain long-lived
assets to their estimated fair values resulting in an impairment loss of $719.8
million ($529.6 million net of tax). The write-down included $587.6 million for
Nevada operations, $49.9 million for Kori Kollo, $40.3 million for Crown Jewel,
$13.4 million for acquisition costs related to certain exploration properties,
$10.8 million for Reona at the Battle Mountain Complex in Nevada and $17.8
million for other investments (including $7.2 million at the Mesquite mine).
The 1998 write- down related to Property, plant and mine development ($625.0
million), Ore-in- stockpiles inventories ($67.0 million), Materials and
supplies inventory ($13.0 million) and Other long-term assets ($14.8 million).

NOTE 17 EQUITY IN LOSS OF AFFILIATES AND IMPAIRMENT



                          FOR THE YEARS ENDED DECEMBER 31,
                          --------------------------------
                            2000       1999       1998
                           ------    -------    --------
                                      
Equity loss in Batu Hijau $9,923    $10,675    $  9,164
Equity loss in Lihir Gold     --      4,782       6,776
Lihir Gold impairment....     --     76,170      89,962
                           ------    -------    --------
   Total................. $9,923    $91,627    $105,902
                           ======    =======    ========


                                     A-42



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   Financial information relating to the Company's equity investment in Batu
Hijau was as follows (in millions):



                                                                                 YEARS ENDED DECEMBER 31,
                                                                               ---------------------------
                                                                                 2000      1999     1998
                                                                               --------  -------- --------
                                                                                         
Sales......................................................................... $  431.3  $   15.2 $     --
Interest income............................................................... $    0.5  $     -- $     --
Interest expense.............................................................. $  133.0  $   17.1 $   11.0
Depreciation and amortization................................................. $   81.6  $    8.8 $    0.1
Net income (loss) before cumulative effect of a change in accounting Principle $  (98.6) $   10.3 $  (26.8)
Cumulative effect of a change in accounting principle......................... $     --  $     -- $  (49.3)
Capital expenditures.......................................................... $  158.8  $  607.9 $  826.3
Total assets at December 31,.................................................. $2,228.5  $2,107.6 $1,353.5


   The equity loss in Batu Hijau was $9.9 million in 2000 (based on 56.25% of
Batu Hijau's net loss of $98.6 million plus $29.2 million of eliminated
intercompany interest, $12.5 million for eliminated management fees, and $3.9
million for other items). In 1999, the Company's equity loss was $10.7 million
(based on 56.25% of Batu Hijau's net income of $10.3 million plus $5.2 million
of eliminated intercompany interest, reduced by $20.6 million to reclassify
deferred tax benefits and increased by $1.2 million for other items) and in
1998, $9.2 million (based on 56.25% of the Batu Hijau loss after elimination of
$11 million intercompany interest).

   As described in Note 1, Lihir Gold was accounted for as an equity investment
prior to 2000. The Company recorded $76.2 million and $90.0 million in 1999 and
1998, respectively, for impairment losses resulting from declines in Lihir
Gold's market value. Beginning in 2000, Lihir Gold stock was carried as
marketable equity securities held for sale and as of December 31, 2000 were
written down $23.9 million as an other than temporary loss resulting from the
length of time and extent to which their market value had been less than their
cost basis.

NOTE 18 ACCOUNTING CHANGES

   As described in Note 2, the Company changed its method of accounting for
revenue recognition in the fourth quarter of 2000, effective January 1, 2000,
to record sales upon delivery of third-party refined gold to the customer.
Previously, revenue was recognized upon the completion of the production
process, or when gold was poured into dore at the mine site. The cumulative
effect of the change in accounting principle as of January 1, 2000 was $12.6
million, net of tax and minority interest.

   The Company adopted SOP 98-5 effective January 1, 1998. The change resulted
in expensing certain costs incurred in the start-up phase of a project.
Previously capitalized start-up costs (incurred prior to January 1, 1998) of
$32.9 million (net of tax and minority interest) were reflected in the
cumulative effect of the change and included approximately $18 million for Batu
Hijau and $11 million for Nevada operations.

NOTE 19 SUPPLEMENTAL CASH FLOW INFORMATION

   Net cash provided by operating activities included the following cash
payments (in thousands):



                                     YEARS ENDED DECEMBER 31,
                                     ------------------------
                                      2000    1999     1998
                                     ------- ------- --------
                                            
Income taxes, net of refunds........ $86,608 $28,500 $ 57,278
Interest, net of amounts capitalized $91,510 $73,422 $102,748


                                     A-43



   In 2000, NMC issued 2.6 million shares of common stock in conjunction with
the acquisition settlement described in Note 15 that resulted in noncash
increases to Common stock ($4.2 million) and Additional paid-in capital ($35.8
million).

   In 2000, Minera Yanacocha entered into certain leases that resulted in a
noncash increase to Property, plant and mine development and Long-term debt
($2.3 million).

   In December 1999, Minera Yanacocha assumed certain equipment lease and
purchase agreements (see Note 8) that resulted in a noncash increase to
Property, plant and mine development20 and Long-term debt ($12.4 million).

   In the third quarter of 1999, NMC entered into two put and call option
contracts described in Note 10. As a result, noncash increases to Put option
premiums and Fair value of written call options ($37.6 million) were recorded
for the initial fair value of these contracts.

   In October 1998, NMC acquired the remaining 6.25% interest in NGC. As
described in Note 1, this transaction resulted in noncash increases to:
Stockholders' equity ($259 million), Investment in Batu Hijau ($122 million),
Property, plant and mine development ($85 million), Deferred income tax
liability ($54 million); and a noncash decrease to Minority interest ($107
million).

   In 1998, the Company retired mostly fully depreciated property, plant and
mine development with an original cost of $50 million, which is not reflected
in the statements of consolidated cash flows.

NOTE 20 SEGMENT AND RELATED INFORMATION

   The Company predominantly operates in a single industry as a worldwide
corporation engaged in gold production, exploration for gold and acquisition of
gold properties. The Company has operations in North America, South America,
Indonesia, Uzbekistan and Australia and its reportable segments are based on
thegeographic location of these operations. Earnings from operations do not
include general corporate expenses, interest (except project-specific interest)
or income taxes (except for equity investments).

   Financial information relating to the Company's consolidated segments is as
follows (in millions):



                               NORTH       SOUTH
  YEAR ENDED DECEMBER 31,     AMERICAN   AMERICAN   MINAHASA, ZARAFSHAN-NEWMONT,
           2000              OPERATIONS OPERATIONS* INDONESIA     UZBEKISTAN     AUSTRALIA  OTHER   CONSOLIDATED
           ----              ---------- ----------- --------- ------------------ --------- -------  ------------
                                                                               
Sales.......................  $1,011.1    $572.9     $120.9         $70.2          $31.5   $   2.8    $1,809.4
Interest income.............  $     --    $  3.6     $  0.1         $  --          $  --   $   6.8    $   10.5
Interest expense............  $    0.3    $  5.1     $   --         $ 1.7          $  --   $  87.6    $   94.6
Depreciation and
 amortization...............  $  211.2    $ 97.1     $ 25.0         $13.3          $ 4.4   $   8.4    $  359.4
Pre-tax income (loss) before
 minority interest, equity
 loss and cumulative effect
 of a change in accounting
 principle..................  $   22.7    $214.8     $ 45.5         $23.1          $15.5   $(301.6)   $   20.0
Cumulative effect of a
 change in accounting
 principle..................  $   (5.2)   $ (5.2)    $ (2.1)        $(2.4)         $(0.1)  $   2.4    $  (12.6)
Significant non-cash items:
  Amortization of
   capitalized mining.......  $   95.4    $   --     $  7.7         $  --          $  --   $    --    $  103.1
  Write-down of assets......  $   45.5    $  5.6     $   --         $  --          $  --   $   7.3    $   58.4
Capital expenditures........  $  121.7    $284.7     $  2.2         $ 4.3          $ 4.9   $   3.1    $  420.9
Total assets at December 31,
 2000.......................  $1,849.7    $881.7     $ 96.8         $97.3          $30.8   $ 960.5    $3,916.8

--------
* Not reduced for minority interest

                                     A-44



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)




                                        NORTH       SOUTH              ZARAFSHAN-
                                       AMERICAN   AMERICAN   MINAHASA,  NEWMONT,
    YEAR ENDED DECEMBER 31, 2000      OPERATIONS OPERATIONS* INDONESIA UZBEKISTAN AUSTRALIA  OTHER   CONSOLIDATED
    ----------------------------      ---------- ----------- --------- ---------- --------- -------  ------------
                                                                                
Sales................................  $  865.8    $549.2     $118.3     $ 75.3     $18.5   $    --    $1,627.1
Interest income......................  $     --    $  3.8     $  0.1     $   --     $  --   $  11.5    $   15.4
Interest expense.....................  $    0.4    $  7.5     $   --     $  2.7     $  --   $  67.1    $   77.7
Depreciation and amortization........  $  168.2    $ 92.4     $ 23.0     $ 11.2     $ 2.8   $   6.2    $  303.8
Pre-tax income (loss) before minority
 interest and equity loss............  $   49.0    $184.9     $ 58.5     $ 17.2     $ 7.3   $(257.4)   $   59.5
Significant non-cash items:
  Amortization of capitalized mining.  $   30.6    $   --     $  7.2     $   --     $  --   $   0.5    $   38.3
  Write-down of assets...............  $    3.5    $   --     $   --     $   --     $  --   $  35.9    $   39.4
Capital expenditures.................  $   85.0    $133.3     $ 10.8     $  3.2     $10.2   $  27.7    $  270.2
Total assets at December 31, 1999....  $1,998.7    $677.8     $132.6     $107.4     $36.0   $ 999.4    $3,951.9

--------
* Not reduced for minority interest



                                        NORTH       SOUTH              ZARAFSHAN-
                                       AMERICAN   AMERICAN   MINAHASA,  NEWMONT,
    YEAR ENDED DECEMBER 31, 1998      OPERATIONS OPERATIONS* INDONESIA UZBEKISTAN AUSTRALIA  OTHER    CONSOLIDATED
    ----------------------------      ---------- ----------- --------- ---------- --------- --------  ------------
                                                                                 
Sales................................  $1,055.6    $496.4     $ 96.6     $ 55.1     $14.4   $   12.4    $1,730.5
Interest income......................  $     --    $  3.2     $  0.2     $   --     $  --   $   15.1    $   18.5
Interest expense.....................  $    0.4    $  9.0     $   --     $  5.1     $  --   $   82.1    $   96.6
Depreciation and amortization........  $  226.8    $100.4     $ 20.1     $ 11.3     $ 1.5   $    8.6    $  368.7
Pre-tax income (loss) before minority
 interest, equity loss and cumulative
 effect of a change in accounting
 principle...........................  $ (488.7)   $118.4     $ 41.2     $ (0.5)    $ 6.2   $ (267.6)   $ (591.0)
Cumulative effect of a change in
 accounting principle................  $  (10.6)   $   --     $ (1.5)    $ (2.5)    $  --   $  (18.3)   $  (32.9)
Significant non-cash items:                        $   --
Amortization of capitalized mining...  $   48.4    $   --     $  4.2     $   --     $  --   $   11.2    $   63.8
Write-down of assets.................  $  606.6    $ 49.9     $   --     $   --     $  --   $   63.3    $  719.8
Capital expenditures.................  $  132.0    $ 85.8     $  6.4     $  0.9     $ 8.2   $   29.2    $  262.5
Total assets at December 31, 1998....  $2,078.6    $608.1     $147.2     $122.3     $24.8   $1,041.0    $4,022.0

--------
* Not reduced for minority interest

   Revenues from export and domestic sales were as follows (in millions):



                YEARS ENDED DECEMBER 31,
              ----------------------------
                2000      1999      1998
              --------  --------  --------
                         
Europe....... $1,446.6  $1,350.8  $1,382.0
Canada.......    141.6     124.7     131.9
Bolivia......     81.1      84.9     103.9
United States      6.6       5.0      21.2
Other........    162.2      80.2      91.5
              --------  --------  --------
   Total..... $1,838.1* $1,645.6* $1,730.5
              ========  ========  ========


   Excludes $9.6 million for gold delivery requirements associated with the
pre-paid forward sale contract in 2000, and $19.1 million and $18.5 million for
put option premium amortization in 2000 and 1999, respectively.

                                     A-45



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   Long-lived assets in the United States and other countries are as follows
(in millions):



              AS OF DECEMBER 31
              -----------------
                2000     1999
              -------- --------
                 
United States $1,806.8 $1,890.9
Canada.......    119.2    163.8
Indonesia....    590.7    569.8
Peru.........    619.5    414.8
Bolivia......     34.8     53.2
Other........    133.6    208.5
              -------- --------
              $3,304.6 $3,301.0
              ======== ========


   The Company is not economically dependent on a limited number of customers
for the sale of its product because gold can be sold through numerous commodity
market traders worldwide. In 2000, sales to one customer totaled $1.1 billion
or 62% of total sales. In 1999, sales to two customers totaled $771 million and
$531 million or 47% and 32%, respectively. In 1998, sales to two customers
totaled $869 million and $264 million or 51% and 15% of total sales,
respectively.

NOTE 21 COMMITMENTS AND CONTINGENCIES

  ENVIRONMENTAL OBLIGATIONS

   The Company's mining and exploration activities are subject to various
federal and state laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and are
generally becoming more restrictive. The Company conducts its operations so as
to protect the public health and environment and believes its operations are in
compliance with all applicable laws and regulations. The Company has made, and
expects to make in the future, expenditures to comply with such laws and
regulations, but cannot predict the amount of such future expenditures.
Estimated future reclamation costs are based principally on legal and
regulatory requirements. At December 31, 2000 and December 31, 1999, $108.9
million and $89.8 million, respectively, were accrued for reclamation costs
relating to currently producing mineral properties.

   Certain appeals were filed by third parties with the Department of Interior
Board of Land Appeals in conjunction with the Twin Creeks Environmental Impact
Statement. Those appeals sought to impose mitigation and other conditions on
the mine operations. The Company has been recently advised that such appeals
have been resolved in the Company's favor at the administrative level.

   In addition, the Company is involved in several matters concerning
environmental obligations associated with former mining activities. Generally,
these matters concern developing and implementing remediation plans at the
various sites involved. The Company believes that the related environmental
obligations associated with these sites are similar in nature with respect to
the development of remediation plans, their risk profile and the compliance
required to meet general environmental standards. Based upon the Company's best
estimate of its liability for these matters, $63.5 million and $56.6 million
were accrued for such obligations at December 31, 2000 and December 31, 1999,
respectively. These amounts are included in Other accrued liabilities and
Reclamation and remediation liabilities. Depending upon the ultimate resolution
of these matters, the Company believes that it is reasonably possible that the
liability for these matters could be as much as 40% greater or lower than the
amount accrued at December 31, 2000. The amounts accrued for these matters are
reviewed periodically based upon facts and circumstances available at the time.
Changes in estimates are charged to Costs and expenses, Other in the period
estimates are revised.

                                     A-46



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   Details about certain of the more significant sites involved are discussed
below.

    Idarado Mining Company ("Idarado")--80.1% owned

   In July 1992, the Company and Idarado signed a consent decree with the State
of Colorado ("State") that was agreed to by the U.S. District Court of Colorado
to settle a lawsuit brought by the State under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), generally referred to as
the "Superfund Act." Idarado settled natural resources damages and past and
future response costs and provided habitat enhancement work. In addition,
Idarado agreed in the consent decree to undertake specified remediation work at
its former mining site in the Telluride/Ouray area of Colorado. Remediation
work at this property is substantially complete. If the remediation does not
achieve specific performance objectives defined in the consent decree, the
State may require Idarado to implement supplemental activities at the site,
also as defined in the consent decree. Idarado and the Company have obtained a
$7.0 million reclamation bond to secure their potential obligations under the
consent decree.

    Resurrection Mining Company ("Resurrection")--100% owned

   The Company, Resurrection and other defendants have been named in lawsuits
filed by the State of Colorado, under the Superfund Act in 1983 and
subsequently consolidated with a lawsuit filed by the U.S. Environmental
Protection Agency ("EPA") in 1986. These proceedings seek to compel the
defendants to remediate the impacts of pre-existing, historic mining activities
near Leadville, Colorado that date back to the mid-1800's, which the government
agencies claim are causing substantial environmental problems in the area.

   In 1988 and 1989, the EPA issued administrative orders with respect to one
area on the site and the defendants have collectively implemented those orders
by constructing a water treatment plant, which was placed in operation in early
1992. Remaining remedial work for this area primarily consists of environmental
monitoring and maintenance activities.

   The parties have entered into a consent decree with respect to the remaining
areas that apportions liabilities and responsibilities for the site among the
various parties. The EPA has approved remedial actions for selected components
of Resurrection's portion of the site, which were initiated in 1995. The EPA
has not yet selected the final remedy for the site. Accordingly, the Company
cannot yet determine the full extent or cost of its share of the remedial
action that will be required. The government agencies may also seek to recover
for damages to natural resources. In March 1999, the parties entered into a
Memorandum of Understanding ("MOU") to facilitate the settlement of natural
resources damages claims under CERCLA for the upper Arkansas River Basin. The
MOU provides a structure for evaluation of damages and possible restoration
activities that may be required if it is concluded such damages have occurred.

    Dawn Mining Company LLC ("Dawn")--51% owned

   Dawn leased an open-pit uranium mine, currently inactive, on the Spokane
Indian Reservation in the State of Washington. The mine is subject to
regulation by agencies of the U.S. Department of Interior, the Bureau of Indian
Affairs and the Bureau of Land Management, as well as the EPA. Dawn also owns a
nearby uranium millsite facility that is subject to federal and state
regulation.

   In 1991, Dawn's lease was terminated. As a result, Dawn was required to file
a formal mine closure and reclamation plan. The Department of Interior has
commenced an Environmental Impact Study to analyze Dawn's proposed plan and to
consider alternate closure and reclamation plans for the mine. Dawn cannot
predict at this time what type of mine reclamation plan may be selected by the
Department of Interior. Dawn does not have sufficient funds to pay for the
reclamation plan it proposed, for any alternate plan, or for the closure of its
mill.

                                     A-47



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


   The Department of Interior previously notified Dawn that when the lease was
terminated, it would seek to hold Dawn and the Company (as Dawn's 51% owner)
liable for any costs incurred as a result of Dawn's failure to comply with the
lease and applicable regulations. Other government agencies have asserted that
the Company is liable for future reclamation or remediation work at the mine or
millsite. In mid-2000, the mine was included on the National Priorities List
under CERCLA. The Company will vigorously contest any claims as to its
liability. The Company cannot reasonably predict the likelihood or outcome of
any future action against Dawn or the Company arising from this matter.

   In late 1999, Dawn initiated state approval for a revised mill closure plan
that, if implemented, would expedite the reclamation process at the mill. The
State of Washington is reviewing this revised plan. The currently approved
clean fill plan for the mill is secured by a $19.9 million bond that is 50%
secured by a letter of credit and is guaranteed by the Company.

    San Luis, Colorado--100% owned

   The San Luis open-pit gold mine in southern Colorado was operated by Battle
Mountain and ceased operations in November 1996. Since then substantial closure
and reclamation work has been undertaken. In 1998, Battle Mountain provided
notice to regulatory agencies and began implementation of a response plan for
identified elevated levels of naturally-occurring constituents detected in its
monitoring well located downgradient from the west pit of the mine. In early
1999, the Colorado Mined Land Reclamation Board held a formal public hearing to
consider the matter and determined that no violation had occurred.
Subsequently, Battle Mountain has received approval for a number of technical
revisions to the current permit which outline the necessary response actions to
be taken with respect to remediation and protection of the uncontaminated
portion of the aquifer. In August 1999, the Colorado Department of Public
Health and Environment ("CDPHE") issued a notice of violation of the Water
Quality Control Act and in October 1999 amended the notice to authorize
operation of a water treatment facility and the discharge of treated water.
Battle Mountain has made all submittals required by the CDPHE notice and
conducted the required response activities. Battle Mountain negotiated a
settlement with CDPHE resolving alleged violations that was effective September
1, 2000. In October 2000, the CDPHE received an "Application for
Reconsideration of Order for Civil Penalty" by project opponents seeking to
appeal the terms of the settlement. The application was denied by CDPHE. The
parties have filed a judicial appeal in the District Court for Costilla County,
Colorado, naming the CDPHE as defendant. Battle Mountain has intervened in the
appeal to protect its interests in the settlement. In 2000 and 1999, the
remediation liability for San Luis was increased $13.2 million and $9.5
million, respectively. The Company cannot reasonably predict the likelihood or
outcome of this or any future action against Battle Mountain or the Company
relating to this site.

  GUARANTEE OF THIRD PARTY INDEBTEDNESS

   The Company guaranteed a former subsidiary's $35.7 million Pollution Control
Revenue Bonds, due 2009. The former subsidiary is BHP Copper Inc., formerly
known as Magma Copper Company. It is expected that the Company will be required
to remain liable on this guarantee as long as the bonds remain outstanding;
however, the Company has not been required to pay any of these amounts, nor
does it expect to have to pay any in the future.

  OTHER COMMITMENTS AND CONTINGENCIES

   In June 2000, a transport contractor of Minera Yanacocha spilled
approximately 151 kilograms of mercury near the town of Choropampa, Peru, which
is located 53 miles southwest of the mine. Mercury is a byproduct of gold
mining and was sold to a Lima firm for use in medical instrumentation and
industrial applications. A comprehensive health and environmental remediation
program was undertaken by Minera Yanacocha. In August 2000, Minera Yanacocha
paid under protest a fine of 1,740,000 soles (approximately US$500,000) to the

                                     A-48



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Peruvian government. Minera Yanacocha entered into agreements with three of the
communities impacted by this incident to provide a variety of public works as
compensation for the disruption and inconvenience caused by the incident.
Estimated costs of $10.0 million for these improvements, other remediation
efforts, personal compensation and the fine were included in Other expense in
2000. The Company cannot reasonably predict the likelihood of any additional
expenditures related to this matter.

   Under a 1992 agreement with Barrick Goldstrike Mines Inc. ("Barrick"),
Barrick mined the Deep Post deposit, which is located on both companies'
property and with respect to which both companies shared mining costs and
dewatering costs. The Company paid $36.5 million and $14.5 million for its
share of such costs in 2000 and 1999, respectively. No payments were made in
1998 and mining was completed during 2000.

   The Golden Giant property in Canada includes a quarter claim acquired from
two unrelated mining companies that retained a 50% net profits royalty based on
a deemed production rate of 500 tons per day. In addition, a 3% net smelter
return is paid to the original quarter claim prospectors.

   In a 1993 asset exchange, a wholly-owned subsidiary transferred a coal lease
under which the subsidiary had collected advance royalty payments totaling $484
million. From 1994 to to 2018, remaining payments under the lease to the
transferee total $390 million. In the event of title failure as stated in the
lease, this subsidiary has a primary obligation to refund previously collected
payments and has a secondary obligation to refund any of the $390 million
collected by the transferee, if the transferee fails to meet its refund
obligation. The subsidiary has no direct liability to the lessor and has title
insurance on the leased coal deposits of $240 million covering the secondary
obligation. The Company and the subsidiary regard the circumstances entitling
the lessor to a refund as remote. The Company has agreed to maintain the
subsidiary's net worth at $108 million until July 1, 2005.

   The Company has minimum royalty obligations on one of its producing mines in
Nevada for the life of the mine. Amounts paid as a minimum royalty (where
production royalties are less than the minimum obligation) in any year are
recoverable in future years when the minimum royalty obligation is exceeded.
Although the minimum royalty requirement may not be met in a particular year,
the Company expects that over the mine life, gold production will be sufficient
to meet the minimum royalty requirements.

   At December 31, 2000, there were $95.6 million of outstanding letters of
credit and surety bonds primarily for bonding reclamation plans and reinsurance
agreements. The surety bonds and letters of credit reflect fair value as a
condition of their underlying purpose and are subject to fees competitively
determined in the marketplace.

   The Company is from time to time involved in various legal proceedings of a
character normally incident to its business. It does not believe that adverse
decisions in any pending or threatened proceeding or that amounts which it may
be required to pay by reason thereof will have a material adverse effect on its
financial condition or results of operations.

                                     A-49



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 22 UNAUDITED SUPPLEMENTARY DATA

  QUARTERLY DATA

   The following is a summary of selected quarterly financial information (in
millions except per share amounts):



                                                                           2000
                                                ---------------------------------------------------------

                                                             THREE MONTHS ENDED
                                                --------------------------------------------   YEAR ENDED
                                                MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
                                                --------- -------- ------------- ------------ ------------
                                                                               
Sales..........................................  $453.2    $411.1     $419.4        $525.8      $1,809.5
Gross profit (1)...............................  $105.7    $ 86.9     $ 73.9        $116.3      $  382.8
Net income (loss) before cumulative effect of a
  change in accounting principle applicable to
  common shares (2)(3).........................  $  6.1    $(25.9)    $(36.5)       $(33.5)     $  (89.8)
Net loss applicable to common shares...........  $ (6.5)   $(25.8)    $(36.5)       $(33.5)     $ (102.3)
Net income (loss) before cumulative effect of a
  change in accounting principle per common
  share, basic and diluted.....................  $ 0.03    $(0.13)    $(0.19)       $(0.18)     $  (0.47)
Net income (loss) per common share, basic and
  diluted......................................  $(0.03)   $(0.13)    $(0.19)       $(0.18)     $  (0.53)
Basic weighted average shares outstanding......   191.9     192.0      192.2         192.8         192.2
Dividends declared per NMC common share........  $ 0.03    $ 0.03     $ 0.03        $ 0.03      $   0.12
Closing price of NMC common stock..............  $22.44    $21.63     $17.00        $17.06      $  17.06




                                                                         1999
                                              ---------------------------------------------------------

                                                           THREE MONTHS ENDED
                                              --------------------------------------------   YEAR ENDED
                                              MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
                                              --------- -------- ------------- ------------ ------------
                                                                             
Sales........................................  $380.9    $369.2     $382.5        $494.5      $1,627.1
Gross profit (1).............................  $ 75.4    $ 58.4     $ 62.9        $144.9      $  341.6
Net income (loss)............................  $ (4.6)   $(10.1)    $(59.0)       $(28.3)     $ (102.0)
Net income (loss) per common share, basic and
  diluted....................................  $(0.02)   $(0.05)    $(0.31)       $(0.15)     $  (0.53)
Basic weighted average shares outstanding....   191.4     191.5      191.6         191.7         191.6
Dividends declared per NMC common share......  $ 0.03    $ 0.03     $ 0.03        $ 0.03      $   0.12
Closing price of NMC common stock............  $17.50    $19.88     $25.88        $24.50      $  24.50

--------
(1) Sales less costs applicable to sales and depreciation, depletion and
    amortization.
(2) In the quarter ended December 31, 2000, the Company changed its method of
    accounting for revenue recognition, as described in Note 19. The accounting
    principle was applied retroactively to January 1, 2000, and 2000 quarterly
    information was restated.
(3) Included an after-tax charge of $0.4 million, none, $1.4 million and $1.3
    million in the quarters ended March 31, June 30, September 30 and December
    31, respectively, for expenses related to the change in accounting
    principle and an after-tax impairment charge of $21.3 million, in the
    quarter ended December 31.

                                     A-50



                          NEWMONT MINING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  RATIO OF EARNINGS TO FIXED CHARGES

   The ratio of earnings to fixed charges was 1.4, 0.5, (5.2), 1.9, and 1.1 for
the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively. The
ratio of earnings to fixed charges represents income before income taxes and
interest expense divided by interest expense. Interest expense includes
amortization of capitalized interest and the portion of rent expense
representative of interest. Earnings in 1998 were inadequate to cover fixed
charges, with a deficiency of $706 million. The Company guarantees certain
third party debt; however, it has not been and does not expect to be required
to pay any amounts associated with such debt. Therefore, related interest on
such debt has not been included in the ratio of earnings to fixed charges.

ITEM 7. EXHIBIT

   (c) Exhibit

      23 Consent of Independent Public Accountants



EXHIBIT NO. DESCRIPTION
----------- -----------
         

    23      Consent of Independent Public Accountants


                                     A-51



                                   SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          NEWMONT MINING CORPORATION

                                                     /S/ BRITT D. BANKS
                                          By: _________________________________
                                               Britt D. Banks, Secretary and
                                                 Associate General Counsel

Dated: May 9, 2001

                                     A-52



                                                                     EXHIBIT 23

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 8-K, into Newmont Mining Corporation's
previously filed S-8 Registration Statement Nos. 033-49872, 033-53267,
033-62496, 333-04161, 333-64795, 333-69147, 333-69145, 333-75993, 333-38178,
333-38184; S-8 Registration Statement to Form S-4 No. 333-50516; Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 No. 333-19335-01; S-3 Registration
Statement Nos. 033-45325, 033-54249, 033-45325, 333-59141, 333-82671,
333-48908; S-3 Registration Statement to Form S-4 No. 333-50516; S-4
Registration Statement No. 333-92029.

Denver, Colorado,
May 9, 2001.

                                     A-53



                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                               -----------------

                                   FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                    FOR THE TRANSITION PERIOD FROM      TO

                        COMMISSION FILE NUMBER: 1-1153

                          NEWMONT MINING CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                         DELAWARE                                         13-2526632
(STATE OR OTHER JURISDICTION INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                                         

          1700 LINCOLN STREET, DENVER, COLORADO                            80203
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)


                                 303-863-7414
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No

There were 196,034,980 shares of common stock outstanding on October 25, 2001.

                                     A-54



                         PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
     STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                       (IN THOUSANDS, EXCEPT PER SHARE)
                                  (UNAUDITED)



                                                                             THREE MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                             ------------------
                                                                               2001      2000
                                                                             --------  --------
                                                                                 
Sales and other income
   Sales.................................................................... $424,397  $419,395
   Dividends, interest and other............................................   (3,291)      697
                                                                             --------  --------
                                                                              421,106   420,092
                                                                             --------  --------
Costs and expenses
   Costs applicable to sales................................................  283,269   256,320
   Depreciation and depletion...............................................   71,479    89,204
   Exploration and research.................................................   12,843    20,699
   General and administrative...............................................   12,388    18,593
   Interest, net of capitalized interest of $2,881 and $2,189, respectively.   21,745    22,984
   Expenses for acquisition settlement......................................       --    42,181
   Other....................................................................    2,953    20,616
                                                                             --------  --------
                                                                              404,677   470,597
                                                                             --------  --------
Operating income (loss).....................................................   16,429   (50,505)
Gain on written call options................................................      943    24,123
                                                                             --------  --------
Pre-tax income (loss) before minority interest and equity income............   17,372   (26,382)
Income tax benefit..........................................................    8,509    10,552
Minority interest in income of affiliates...................................  (19,335)  (19,496)
Equity income of Batu Hijau.................................................   16,852       666
                                                                             --------  --------
Net income (loss)...........................................................   23,398   (34,660)
Preferred stock dividends...................................................   (1,870)   (1,870)
                                                                             --------  --------
Net income (loss) applicable to common shares............................... $ 21,528  $(36,530)
                                                                             ========  ========
Net income (loss)........................................................... $ 23,398  $(34,660)
Other comprehensive income (loss), net of tax...............................    7,163    (8,934)
                                                                             --------  --------
Comprehensive income (loss)................................................. $ 30,561  $(43,594)
                                                                             ========  ========
Net income (loss) per common share, basic and diluted....................... $   0.11  $  (0.19)
                                                                             ========  ========
Basic weighted average shares outstanding...................................  195,880   192,191
Diluted weighted average shares outstanding.................................  196,068   192,191
Cash dividends declared per common share.................................... $   0.03  $   0.03
                                                                             ========  ========


                See Notes to Consolidated Financial Statements

                                     A-55



                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
         STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE LOSS
                       (IN THOUSANDS, EXCEPT PER SHARE)
                                  (UNAUDITED)



                                                                                       NINE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                    ----------------------
                                                                                          
                                                                                       2001        2000
                                                                                    ----------  ----------
Sales and other income
   Sales........................................................................... $1,210,855  $1,283,712
   Dividends, interest and other...................................................      3,587       4,460
                                                                                    ----------  ----------
                                                                                     1,214,442   1,288,172
                                                                                    ----------  ----------
Costs and expenses
   Costs applicable to sales.......................................................    812,963     758,626
   Depreciation and depletion......................................................    218,829     258,605
   Exploration and research........................................................     43,463      58,884
   General and administrative......................................................     40,532      49,389
   Interest, net of capitalized interest of $9,523and $4,039, respectively.........     62,641      71,063
   Merger and restructuring........................................................     60,510          --
   Expenses for acquisition settlement.............................................         --      42,181
   Other...........................................................................      8,203      25,873
                                                                                    ----------  ----------
                                                                                     1,247,141   1,264,621
                                                                                    ----------  ----------
Operating income (loss)............................................................    (32,699)     23,551
Gain on written call options.......................................................      1,797      13,054
                                                                                    ----------  ----------
Pre-tax income (loss) before minority interest, equity income (loss) and cumulative
  effect of changes in accounting principle........................................    (30,902)     36,605
Income tax benefit (expense).......................................................      6,666      (5,782)
Minority interest in income of affiliates..........................................    (44,423)    (66,733)
Equity income (loss) of Batu Hijau.................................................     23,214     (14,735)
                                                                                    ----------  ----------
Net loss before cumulative effect of changes in accounting principle...............    (45,445)    (50,645)
Cumulative effect of changes in accounting principle, net..........................         --     (12,572)
                                                                                    ----------  ----------
Net loss...........................................................................    (45,445)    (63,217)
Preferred stock dividends..........................................................     (5,607)     (5,607)
                                                                                    ----------  ----------
Net loss applicable to common shares............................................... $  (51,052) $  (68,824)
                                                                                    ==========  ==========
Net loss........................................................................... $  (45,445) $  (63,217)
Other comprehensive income (loss), net of tax......................................     11,140     (27,309)
                                                                                    ----------  ----------
Comprehensive loss................................................................. $  (34,305) $  (90,526)
                                                                                    ==========  ==========
Net loss before cumulative effect of changes in accounting principles per common
  share, basic and diluted......................................................... $    (0.26) $    (0.29)
                                                                                    ==========  ==========
Net loss per common share, basic and diluted....................................... $    (0.26) $    (0.36)
                                                                                    ==========  ==========
Basic weighted average shares outstanding..........................................    194,720     192,014
Diluted weighted average shares outstanding........................................    194,720     192,014
Cash dividends declared per common share........................................... $     0.09  $     0.09
                                                                                    ==========  ==========



                See Notes to Consolidated Financial Statements

                                     A-56



                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)
                                  (UNAUDITED)


                                                             SEPTEMBER 30, DECEMBER 31,
                                                                 2001          2000
                                                             ------------- ------------
                                                                     
Assets
   Cash and cash equivalents................................  $   90,516    $   77,558
   Short-term investments...................................       7,338         7,084
   Accounts receivable......................................      26,381        29,281
   Inventories..............................................     327,801       361,040
   Marketable securities of Lihir...........................      62,340        37,879
   Prepaid taxes............................................      20,130        46,307
   Current portion of deferred income tax assets............       9,626         9,624
   Other current assets.....................................      46,856        43,395
                                                              ----------    ----------
       Current assets.......................................     590,988       612,168
Property, plant and mine development, net...................   2,261,642     2,190,504
Investment in Batu Hijau....................................     541,464       527,568
Long-term inventory.........................................     148,474       163,782
Deferred income tax assets..................................     341,744       294,939
Restricted cash.............................................          --        41,968
Other long-term assets......................................      92,944        85,837
                                                              ----------    ----------
          Total assets......................................  $3,977,256    $3,916,766
                                                              ==========    ==========
Liabilities
   Short-term borrowings....................................  $       --    $   10,000
   Current portion of long-term debt........................     189,189        70,447
   Accounts payable.........................................      72,400        87,757
   Current portion of deferred income tax liabilities.......       7,983        10,223
   Other accrued liabilities................................     186,482       220,175
                                                              ----------    ----------
       Current liabilities..................................     456,054       398,602
   Long-term debt...........................................   1,092,293     1,129,390
   Reclamation and remediation liabilities..................     170,342       160,548
   Deferred revenue.........................................     191,039       137,198
   Fair value of written call options.......................          --        55,638
   Deferred income tax liabilities..........................     123,046       104,649
   Other long-term liabilities..............................     254,366       239,384
                                                              ----------    ----------
          Total liabilities.................................   2,287,140     2,225,409
                                                              ----------    ----------
Contingencies (Notes 5 and 12)
Minority interest in affiliates.............................     230,539       191,314
                                                              ----------    ----------
Stockholders' equity
   Convertible preferred stock..............................      11,500        11,500
   Common stock.............................................     313,559       312,107
   Additional paid-in capital...............................   1,460,637     1,463,318
   Accumulated other comprehensive loss.....................     (14,648)      (25,788)
   Retained deficit.........................................    (311,471)     (261,094)
                                                              ----------    ----------
          Total stockholders' equity........................   1,459,577     1,500,043
                                                              ----------    ----------
          Total liabilities and stockholders' equity........  $3,977,256    $3,916,766
                                                              ==========    ==========


                See Notes to Consolidated Financial Statements

                                     A-57



                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
                     STATEMENTS OF CONSOLIDATED CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)



                                                                                       NINE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                     ---------------------
                                                                                        2001       2000
                                                                                     ----------  ---------
                                                                                           
Operating activities:
   Net loss......................................................................... $  (45,445) $ (63,217)
   Adjustments to reconcile net loss to net cash provided by operating activities:
      Depreciation and depletion....................................................    218,829    258,605
      Amortization of capitalized mining costs......................................     30,696     62,814
      Deferred taxes................................................................    (35,282)   (22,736)
      Noncash merger and restructuring expenses.....................................     14,667         --
      Stock issued for acquisition settlement.......................................         --     40,000
      Cumulative effect of accounting changes.......................................         --     12,572
      Amortization of put option premiums...........................................         --     16,842
      Gain on written call options..................................................     (1,797)   (13,054)
      Foreign currency exchange loss................................................      5,283      5,855
      Minority interest, net of dividends...........................................     39,224     37,048
      Undistributed (income) losses of Batu Hijau...................................    (23,214)    14,735
      Gain on sale of assets and other..............................................     (5,795)      (862)
      (Increase) decrease in operating assets:
         Accounts receivable........................................................     (2,502)     7,214
         Inventories................................................................     49,402    (44,253)
         Other assets...............................................................     21,785    (14,982)
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses......................................    (45,046)    16,689
         Other liabilities..........................................................     13,531     24,971
                                                                                     ----------  ---------
Net cash provided by operating activities...........................................    234,336    338,241
                                                                                     ----------  ---------
Investing activities:
   Additions to property, plant and mine development................................   (329,374)  (271,063)
   Repayments from (advances to) Batu Hijau.........................................      8,780   (111,488)
   Repayments from joint ventures and affiliates....................................         --     16,440
   Cash effect of affiliate merger..................................................         --    (54,700)
   Proceeds from asset sales and other..............................................      2,073     (3,671)
                                                                                     ----------  ---------
Net cash used in investing activities...............................................   (318,521)  (424,482)
                                                                                     ----------  ---------
Financing activities:
   Repayment of short-term borrowings...............................................    (10,000)        --
   Proceeds from long-term borrowings...............................................  1,013,550    384,000
   Repayments of long-term borrowings...............................................   (931,196)  (342,971)
   Decrease in restricted cash......................................................     40,000         --
   Dividends paid on common and preferred stock.....................................    (23,219)   (20,724)
   Other............................................................................      5,845       (938)
                                                                                     ----------  ---------
Net cash provided by financing activities...........................................     94,980     19,367
                                                                                     ----------  ---------
Effect of exchange rate changes on cash.............................................      2,163      3,572
                                                                                     ----------  ---------
Net change in cash and cash equivalents.............................................     12,958    (63,302)
Cash and cash equivalents at beginning of period....................................     77,558    122,832
                                                                                     ----------  ---------
Cash and cash equivalents at end of period.......................................... $   90,516  $  59,530
                                                                                     ==========  =========
Supplemental information:
Interest paid, net of amounts capitalized of $9,523 and $4,039, respectively........ $   60,449  $  77,387
Income taxes paid................................................................... $   56,379  $  67,370


                See Notes to Consolidated Financial Statements

                                     A-58



                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1)  BASIS OF PREPARATION OF FINANCIAL STATEMENTS

   These unaudited interim consolidated financial statements of Newmont Mining
Corporation ("NMC") and its subsidiaries (collectively, the "Company") have
been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission. Such rules and regulations allow the omission of
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
as long as the statements are not misleading. In the opinion of management, all
adjustments necessary for a fair presentation of these interim statements have
been included and are of a normal recurring nature. These interim financial
statements should be read in conjunction with the 2000 financial statements of
the Company filed on Form 8-K on May 9, 2001.

   Certain prior year amounts have been reclassified to conform to the current
year presentation.

   In January 2001, the Company completed a merger with Battle Mountain Gold
Company ("Battle Mountain") where each share of common stock of Battle Mountain
and each exchangeable share of Battle Mountain Canada Ltd. (a wholly-owned
subsidiary of Battle Mountain) was converted into the right to receive 0.105
share of NMC common stock, or approximately 24.1 million shares. The Company
also exchanged 2.3 million shares of newly issued $3.25 convertible preferred
stock for all outstanding shares of Battle Mountain $3.25 convertible preferred
stock. The merger was accounted for as a pooling of interests, and as such,
consolidated financial statements have been restated to include Battle
Mountain's financial data as if Battle Mountain had always been part of Newmont.

   The following table sets forth results of operations of the previously
separate companies for the periods before the combination (in millions):



                                                          THREE MONTHS ENDED  NINE MONTHS ENDED
                                                            SEPTEMBER 30,       SEPTEMBER 30,
                                                          -----------------  ------------------
                                                            2001      2000     2001      2000
                                                           ------    ------  --------  --------
                                                                           
Sales--pre-merger:
   Company............................................... $   --    $363.5   $     --  $1,082.1
   Battle Mountain.......................................     --      55.9         --     201.6
Sales--post-merger.......................................  424.4        --    1,210.9        --
                                                           ------    ------  --------  --------
Total.................................................... $424.4    $419.4   $1,210.9  $1,283.7
                                                           ======    ======  ========  ========
Net income (loss) applicable to common shares pre-merger:
   Company............................................... $   --    $(20.1)  $     --  $  (38.6)
   Battle Mountain.......................................     --     (16.4)        --     (30.2)
Net income (loss) applicable to common shares post merger   21.5        --      (51.1)       --
                                                           ------    ------  --------  --------
Total.................................................... $ 21.5    $(36.5)  $  (51.1) $  (68.8)
                                                           ======    ======  ========  ========



                                     A-59



(2) INVENTORIES (IN THOUSANDS)



                                         AT SEPTEMBER 30, AT DECEMBER 31,
                                         ---------------- ---------------
                                               2001            2000
                                         ---------------- ---------------
                                                    
      Current:
         Ore and in-process inventories.     $222,293        $241,181
         Precious metals................        9,111          23,452
         Materials and supplies.........       96,397          95,395
         Other..........................           --           1,012
                                             --------        --------
                                             $327,801        $361,040
                                             ========        ========
      Non-current:
         Ore in stockpiles..............     $148,474        $163,782
                                             ========        ========


(3) INVESTMENT IN BATU HIJAU

   The Company has an indirect 45% interest in P.T. Newmont Nusa Tenggara
(PTNNT), the owner of the Batu Hijau copper/gold mine in Indonesia, through the
Nusa Tenggara Partnership (NTP). Because the Company carried a proportionate
amount of the investment of the 20% Indonesian owner, until recouping the bulk
of its construction investment, including interest, the Company recognizes
56.25% of Batu Hijau's income. The equity investment in Batu Hijau was $541.5
million and $527.6 million at September 30, 2001 and December 31, 2000,
respectively, based on accounting principles generally accepted in the U.S.
Differences between 56.25% of NTP's net assets and the Company's investment
include (i) $206.9 million for the fair market value adjustment recorded by NTP
in conjunction with the Company's initial contribution, net of amortization,
(ii) $22.7 million for intercompany charges, (iii) $115.2 million for the fair
market value adjustment recorded by the Company in conjunction with the
purchase of a subsidiary minority interest, net of amortization and (iv) $139.8
million for contributions recorded by the Company that were classified as debt
by NTP. Certain of these amounts are amortized or depreciated on a
unit-of-production basis. (See Note (11) for a description of the Company's
equity income (loss) in Batu Hijau, where its net income reflects the
elimination of interest between PTNNT and NTP.) NTP's long-term debt is
non-recourse to the Company and its partner. Repayment of this debt will be in
semi-annual installments of $43.5 million from May 2001 through November 2010
and $22.1 million from May 2011 through November 2013 for the project
financing, and $22.5 million in May 2005 for an additional loan facility. The
Company and its partner have a contingent obligation to provide a $125 million
support facility on a pro-rata basis, if required.

   Following is NTP summarized financial information based on U.S. generally
accepted accounting principles (in millions):



                                THREE MONTHS ENDED NINE MONTHS ENDED
                                  SEPTEMBER 30,      SEPTEMBER 30,
                                -----------------  ----------------
                                  2001      2000     2001     2000
                                 ------    ------   ------   ------
                                                 
             Revenues.......... $133.3    $111.7   $356.7    $284.8
             Net income (loss). $ 19.0    $(11.1)  $  1.9    $(64.1)
             Dividends received $   --    $   --   $   --    $   --




                                                     AT SEPTEMBER 30, AT DECEMBER 31,
                                                     ---------------- ---------------
                                                           2001            2000
(IN THOUSANDS)                                       ---------------- ---------------
                                                                
Current assets......................................    $  215,438      $  209,011
Property, plant and mine development, net...........    $1,935,172      $2,020,386
Other assets........................................    $  185,533      $  135,674
Current portion of long-term debt...................    $   86,732      $   86,732
Current liabilities.................................    $ 195,5631      $  198,455
Debt and related interest to partners and affiliates    $  252,802      $  283,504
Long-term debt......................................    $  892,403      $  913,268
Other liabilities...................................    $   4,8791      $    2,013



                                     A-60



(4) LONG-TERM DEBT

   In October 2001, the Company replaced its $1.0 billion revolving credit
facility, expiring in June 2002, with a new $600 million revolving credit
facility with a consortium of banks. The new facility includes (1) a $200
million revolver, with an initial term of 364 days that can be renewed annually
as may be agreed between the Company and the lenders and (2) a $400 million
5-year revolving facility that matures in October 2006. There have been no
borrowings under the new facility. Interest rates under the new facility are
variable, can be fixed for up to six months at the option of the Company and
are subject to adjustment if changes in the Company's long-term debt ratings
occur. An annual facility fee of 0.150% and 0.175% is required for the 364-day
and 5-year components, respectively. The new facility contains certain
covenants, including limitations on aggregate consolidated indebtedness (net of
cash balances) to 62.5% of total capitalization, maintenance of a ratio of
"consolidated indebtedness (net of cash balances)" to "earnings before
interest, taxes, depreciation and amortization" of 4.0 or less and certain
limitations on incurring liens, fundamental business changes and transactions
with affiliates.

   In May 2001, the Company issued $275 million of 8.625% notes due 2011.
Proceeds of $272 million after transaction costs were used to repay then
outstanding debt under the Company's $1.0 billion revolving credit facility,
with the remainder for general corporate purposes. Battle Mountain Canada had
$87.1 million outstanding at December 31, 2000 under a loan agreement with the
Canadian Imperial Bank of Commerce, with respect to which a restricted,
collateral cash account had been established for repayment of a portion of the
loan. Another portion of the loan was due the earlier of the sale of Lihir Gold
stock or December 31, 2003.

   Subsequent to the NMC/Battle Mountain merger, the entire loan was repaid
from the collateral cash account and from the Company's credit facility.

(5) SALES CONTRACTS, COMMODITY AND FINANCIAL INSTRUMENTS

   In mid-1999, the Company purchased near-term put option contracts for 2.85
million ounces of gold, with a strike price of $270 per ounce, which expired
August 1999 through December 2000. This noncash purchase was paid for by
selling call option contracts for 2.35 million ounces at average strike prices
ranging from $350 to $385 per ounce. The initial fair value of the put options
of $37.6 million was amortized over the term of the options. The call options,
with an initial fair value of $37.6 million, were marked to market at each
reporting date in current earnings and at December 31, 2000, had a fair value
of $55.6 million. In September 2001, the Company entered into transactions that
closed out the call options. These options were replaced with a series of sales
contracts requiring physical delivery of the same quantity of gold over
slightly extended future periods. The written call options were marked to their
market value of $53.8 million immediately prior to close out, resulting in a
noncash gain of $0.9 million in the third quarter of 2001. The noncash
mark-to-market gain totaled $1.8 million and $13.1 million for the nine months
ended September 30, 2001 and 2000, respectively. The $53.8 million value of the
sales contracts was recorded as DEFERRED REVENUE and will be included in sales
revenue as delivery occurs.

   Under the terms of the sales contracts, the Company will receive the lower
of the gold spot market price on each delivery date or the designated capped
price indicated below:



                      2005      2008      2009     2011     TOTAL
                    -------- ---------- -------- -------- ----------
                                           
Ounces.............  500,000  1,000,000  600,000  250,000  2,350,000
Price cap per ounce $    350 $      384 $    381 $    392 $      377


   In 1999, the Company entered into a prepaid forward sale contract for
approximately 483,333 ounces of gold, with initial proceeds of $137.2 million,
for delivery in June 2005, 2006 and 2007. Such proceeds were recorded as
DEFERRED REVENUE and will be recognized in income when the related gold is
delivered. Additional proceeds will be determined at each delivery date based
on the excess of the then existing market price (not to exceed $380 per ounce)
over $300 per ounce. The prepaid forward sale contract also included semi-annual

                                     A-61



delivery requirements of approximately 17,950 ounces beginning June 2000
through June 2007. The Company entered into forward purchase contracts at
prices increasing from $263 per ounce in 2000 to $354 per ounce in 2007 to
coincide with these delivery commitments. The fair value of the forward
purchase contracts was $1.5 million at September 30, 2001 and changes in fair
value are reflected in OTHER COMPREHENSIVE INCOME (LOSS).

   The Company also had the following commodity instruments as of September 30,
2001:



                                            2001    2002    2003    2004  TOTAL/AVERAGE
                                           ------- ------- ------- ------ -------------
                                                           
Combination call and put options:
   Written call options--ounces...........  23,188  92,752  92,752  7,563    216,255
       Average strike price per ounce..... $   348 $   348 $   348 $  359   $    348
Purchased put options--ounces.............  23,188  92,752  92,752  7,563    216,255
       Average strike price per ounce..... $   286 $   286 $   286 $  296   $    286
Flat forward contracts--ounces............   7,813  31,252  31,252  1,563     71,880
       Average price per ounce............ $   314 $   314 $   314 $  323   $    314


   The Company is not required to place collateral with respect to its sales
contracts and commodity instruments and there are no associated margin calls.
Credit risk is minimized by dealing only with major financial
institutions/counterparties. The combination put and call options have been
designated as cash flow hedges and had a fair value of $1.4 million and $2.7
million at September 30, 2001 and January 1, 2001, respectively (included in
OTHER LONG-TERM ASSETS). The effective portion of the intrinsic value component
of these hedges is marked to market through accumulated OTHER COMPREHENSIVE
INCOME (LOSS). The flat forwards had a fair value of $1.3 million and $2.0
million at September 30, 2001 and December 31, 2000, respectively. A $1.00
increase in the gold price would result in a $0.57 per ounce increase and $1.00
per ounce decrease in the fair value of the combination options and flat
forwards, respectively, at September 30, 2001.

   In September and October 2001, the Company entered into a series of
interest-rate swap transactions in which the Company will receive fixed-rate
interest payments, at 8.375% or 8.625%, and will pay floating-rate interest
amounts based on periodic LIBOR settings plus a spread, ranging from 3.45% to
4.25%. To date, the notional principal amount of these transactions
(representing the amount of principal tied to floating interest rate exposure)
totals $110 million. These transactions have been designated as fair value
hedges and at September 30, 2001, had a fair value of $0.6 million.

(6) DIVIDENDS, INTEREST AND OTHER INCOME



                                              THREE MONTHS   NINE MONTHS
                                                  ENDED         ENDED
                                              SEPTEMBER 30, SEPTEMBER 30,
                                              ------------  ------------
                                                       
                                               2001   2000   2001   2000
                                              -----  -----  -----  -----
Interest income.............................. $ 1.5  $ 1.9  $ 3.2  $ 7.9
Foreign currency exchange loss, net..........  (4.5)  (2.7)  (5.3)  (6.6)
Net gain (loss) on sale of surplus properties  (0.2)    --    3.6     --
Other........................................  (0.1)   1.5    2.1    3.2
                                              -----  -----  -----  -----
   Total..................................... $(3.3) $ 0.7  $ 3.6  $ 4.5
                                              =====  =====  =====  =====


(7) MERGER AND RESTRUCTURING EXPENSES

   In conjunction with the NMC/Battle Mountain merger, expenses of $28.1
million were incurred in the first quarter of 2001. Total merger expenses of
$35.0 million, of which $6.9 million were incurred in 2000, included $19.8
million for investment/professional advisory fees, $11.7 for terminated
employee benefits and severance costs and $3.5 million for office closures and
related disposals of redundant assets. Expenses associated with restructuring
the Company's exploration program and a voluntary early retirement program were
$32.4 million and included $22.1 million for retirement benefits and $10.3
million for employee severance and office closures.

                                     A-62



(8) EXPENSES FOR ACQUISITION SETTLEMENT AND OTHER EXPENSES

   In the third quarter of 2000, the Company resolved a long-standing dispute
regarding the acquisition of an additional interest in Minera Yanacocha, a gold
mining operation located in Peru, by issuing $40 million (2.6 million shares)
of NMC common stock. Including expenses, $42.2 million was charged to income.
OTHER EXPENSES for the 2000 periods included $9.5 million for community
improvements, remediation efforts and a fine related to the Yanacocha mercury
spill described in Note 12 (b) and $5.6 million to increase the estimated
reclamation liability at the San Luis property in Colorado.

(9) ACCOUNTING CHANGES

   Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No.133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") that requires recognition of all derivative
instruments on the balance sheet as either assets or liabilities and
measurement at fair value. Unless specific hedging criteria are met, changes in
the derivative's fair value are recognized currently in earnings. Gains and
losses on derivative hedging instruments are recorded in either other
comprehensive income (loss) or current earnings (loss), depending on the nature
of the instrument.

   The Company changed its method of accounting for revenue recognition in the
fourth quarter of 2000, effective January 1, 2000, to record sales upon
delivery of third-party refined gold to the customer. Previously, revenue was
recognized upon the completion of the production process, or when gold was
poured into dore at the mine site. The cumulative effect of the change was
$12.6 million, net of tax and minority interest.

   In June 2001, the FASB issued SFAS Nos. 141 and 142, "Business Combinations"
and "Goodwill and Other Intangible Assets", respectively. The adoption of these
standards is not expected to impact the Company's historical financial
statements or results of operations.

   In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" that established standards for recognition and
measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. The statement provides for an initial
recognition of the fair value of a liability for an asset retirement obligation
in the period in which it is incurred when a reasonable estimate of fair value
can be made. The asset retirement obligation is recorded as a liability with a
corresponding increase to the carrying amount of the related long-lived asset.
Subsequently, the asset retirement cost is allocated to expense using a
systematic and rational allocation method and is adjusted to reflect
period-to-period changes in the liability resulting from passage of time and
revisions to either timing or the amount of the original estimate. The
statement is effective for fiscal years beginning after June 15, 2002 and the
Company is in the process of determining the effect of adoption, but does not
anticipate a significant impact upon adoption.

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" that established a single accounting model,
based on the framework of SFAS No. 121 ("Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"), for long-lived
assets to be disposed of by sale. The statement is effective for fiscal years
beginning after December 15, 2001 and the Company does not expect any
significant impact upon adoption.

(10) COMPREHENSIVE INCOME (LOSS)

   OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX, included a $16.6 million gain
and a $24.9 million loss, for temporary changes in the market value of Lihir
Gold securities, and losses of $5.2 million and $2.4 million, for foreign
currency translation adjustments, in the nine months ended September 30, 2001
and 2000, respectively. The first nine months of 2001 also included losses of
$0.3 million for the effective portion of changes in fair value of cash flow
hedge instruments.

                                     A-63



(11) SEGMENT INFORMATION

   The Company predominantly operates in a single industry as a worldwide
corporation engaged in gold production, exploration for gold and acquisition of
gold properties. The Company has operations in North America, South America,
Indonesia, Uzbekistan and Australia and its reportable segments are based on
the geographic location of these operations. Earnings from operations do not
include general corporate expenses, interest (except project-specific interest)
or income taxes (except for equity investments).

   Financial information relating to the Company's consolidated segments is as
follows (in millions):



                                                        THREE MONTHS ENDED SEPTEMBER 30, 2001
                                                        -------------------------------------
                                   NORTH       SOUTH                     ZARAFSHAN-
                                  AMERICAN   AMERICAN   MINAHASA          NEWMONT,
                                 OPERATIONS OPERATIONS* INDONESIA        UZBEKISTAN AUSTRALIA OTHER   CONSOLIDATED
                                 ---------- ----------- ---------        ---------- --------- ------  ------------
                                                                                 
Sales...........................   $214.1     $164.1      $21.2            $16.9      $8.1    $   --     $424.4
Interest income.................   $  0.1     $  0.6      $ 0.1            $ 0.3      $ --    $  0.4     $  1.5
Interest expense, net of amounts
 capitalized....................   $  0.1     $  0.8      $  --            $ 0.2      $ --    $ 20.6     $ 21.7
Depreciation and depletion......   $ 36.5     $ 25.9      $ 3.9            $ 2.5      $1.0    $  1.7     $ 71.5
Pre-tax income (loss) before
 minority interest and equity
 income.........................   $ (8.6)    $ 60.7      $ 4.5            $ 6.3      $2.9    $(48.4)    $ 17.4
Significant non-cash items:
  Amortization of capitalized
   mining.......................   $ 12.1     $   --      $  --            $  --      $ --    $   --     $ 12.1
Capital expenditures............   $ 16.1     $ 75.9      $  --            $11.3      $0.6    $  4.6     $108.5

--------
* Not reduced for minority interest



                                                        THREE MONTHS ENDED SEPTEMBER 30, 2000
                                                        -------------------------------------
                                   NORTH       SOUTH                     ZARAFSHAN-
                                  AMERICAN   AMERICAN   MINAHASA          NEWMONT,
                                 OPERATIONS OPERATIONS* INDONESIA        UZBEKISTAN AUSTRALIA OTHER   CONSOLIDATED
                                 ---------- ----------- ---------        ---------- --------- ------  ------------
                                                                                 
Sales...........................   $231.7     $140.8      $24.3            $15.5      $7.1    $   --     $419.4
Interest income.................   $   --     $  0.5      $  --            $  --      $ --    $  1.4     $  1.9
Interest expense, net of amounts
 capitalized....................   $   --     $  0.7      $  --            $ 0.4      $ --    $ 21.9     $ 23.0
Depreciation and depletion......   $ 48.3     $ 27.4      $ 6.6            $ 4.4      $0.9    $  1.6     $ 89.2
Pre-tax income (loss) before
 minority interest and equity
 income.........................   $ (3.9)    $ 46.8      $ 7.7            $ 3.7      $3.5    $(84.2)    $(26.4)
Significant non-cash items:
  Amortization of capitalized
   mining.......................   $ 25.9     $   --      $ 1.2            $  --      $ --    $   --     $ 27.1
Capital expenditures............   $ 39.6     $ 68.3      $  --            $ 0.7      $1.2    $  1.8     $111.6

--------
* Not reduced for minority interest



                                                        NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                        ------------------------------------
                                   NORTH       SOUTH                    ZARAFSHAN-
                                  AMERICAN   AMERICAN   MINAHASA         NEWMONT,
                                 OPERATIONS OPERATIONS* INDONESIA       UZBEKISTAN AUSTRALIA  OTHER   CONSOLIDATED
                                 ---------- ----------- ---------       ---------- --------- -------  ------------
                                                                                 
Sales...........................   $632.5     $437.0      $73.4           $43.6      $24.4   $    --    $1,210.9
Interest income.................   $  0.1     $  1.5      $ 0.1           $ 0.3      $  --   $   1.2    $    3.2
Interest expense, net of amounts
 capitalized....................   $  0.2     $  2.4      $  --           $ 0.7      $  --   $  59.3    $   62.6
Depreciation and depletion......   $110.4     $ 77.2      $15.0           $ 8.3      $ 3.0   $   4.9    $  218.8
Pre-tax income (loss) before
 minority interest and equity
 income.........................   $(21.2)    $134.0      $20.7           $13.0      $10.2   $(187.6)   $  (30.9)
Significant non-cash items:
  Amortization of capitalized
   mining.......................   $ 26.6     $   --      $ 4.1           $  --      $  --   $    --    $   30.7
Capital expenditures............   $ 60.4     $242.1      $  --           $17.2      $ 2.1   $   7.6    $  329.4

--------
* Not reduced for minority interest

                                     A-64





                                                           NINE MONTHS ENDED SEPTEMBER 30, 2000
                                                           -----------------------------------
                                      NORTH       SOUTH                    ZARAFSHAN-
                                     AMERICAN   AMERICAN   MINAHASA         NEWMONT,
                                    OPERATIONS OPERATIONS* INDONESIA       UZBEKISTAN AUSTRALIA  OTHER   CONSOLIDATED
                                    ---------- ----------- ---------       ---------- --------- -------  ------------
                                                                                    
Sales..............................   $703.5     $417.8      $86.7           $51.8      $23.9   $    --    $1,283.7
Interest income....................   $   --     $  3.0      $ 0.1           $  --      $  --   $   4.8    $    7.9
Interest expense, net of amounts
 capitalized.......................   $  0.2     $  4.0      $  --           $ 1.4      $  --   $  65.5    $   71.1
Depreciation and depletion.........   $148.2     $ 72.8      $18.3           $10.0      $ 3.4   $   5.9    $  258.6
Pre-tax income (loss) before
 minority interest, equity loss and
 cumulative effect of a change in
 accounting principle..............   $ 19.2     $161.8      $33.0           $17.4      $11.5   $(206.3)   $   36.6
Cumulative effect of a change in
 accounting principle..............   $ (5.2)    $ (5.2)     $(2.1)          $(2.4)     $(0.1)  $   2.4    $  (12.6)
Significant non-cash items:
  Amortization of capitalized
   mining..........................   $ 60.8     $   --      $ 2.0           $  --      $  --   $    --    $   62.8
Capital expenditures...............   $ 96.2     $156.8      $ 2.3           $ 3.0      $ 4.2   $   8.6    $  271.1

--------
* Not reduced for minority interest

   The Company operates the Batu Hijau mine in Indonesia that is accounted for
as an equity investment. Batu Hijau financial information, based on U.S.
generally accepted accounting principles, was as follows (in millions):



                                     THREE MONTHS ENDED  NINE MONTHS ENDED
                                       SEPTEMBER 30,       SEPTEMBER 30,
                                     -----------------  ------------------
                                       2001      2000     2001      2000
                                      ------    ------  --------  --------
                                                      
       Sales........................ $133.0     $111.6  $  356.0  $  284.5
       Interest income.............. $  0.3     $   --  $    0.7  $    0.3
       Interest expense............. $ 27.4     $ 37.6  $   98.1  $   93.7
       Depreciation and amortization $ 24.1     $ 19.1  $   69.9  $   56.0
       Net income (loss)............ $ 13.4     $(23.1) $  (20.8) $  (83.4)
       Capital expenditures......... $ (0.6)    $ 55.4  $  (23.2) $  124.7
       Total assets at September 30,                    $2,204.8  $2,230.4


   EQUITY INCOME OF BATU HIJAU was $16.9 million in the third quarter of 2001
(based on 56.25% of Batu Hijau's income and elimination of $5.2 million and
$2.8 million of intercompany interest and management fees, respectively, and
amortization adjustments of $1.4 million). In the comparable 2000 period,
equity income was $0.7 million (based on 56.25% of the Batu Hijau loss and
elimination of $9.2 million and $2.9 million of intercompany interest and
management fees, respectively, and amortization adjustments of $1.6 million).
For the nine months ended September 30, 2001, EQUITY INCOME OF BATU HIJAU was
$23.2 million (based on 56.25% of Batu Hijau's income and elimination of $22.6
million and $8.5 million of intercompany interest and management fees,
respectively, and amortization adjustments of $3.8 million) and for the
comparable 2000 period, the equity loss was $14.7 million (based on 56.25% of
the Batu Hijau loss and elimination of $20.6 million and $8.8 million of
intercompany interest and management fees, respectively, and amortization
adjustments of $2.8 million).

(12) CONTINGENCIES

  (A) RECLAMATION OBLIGATIONS

   The Company's mining and exploration activities are subject to various
federal and state laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and are
generally becoming more restrictive. The Company conducts its operations so as
to protect the public health and environment and believes its operations are in
compliance with all applicable laws and regulations. The Company has made, and
expects to make in the future, expenditures to comply with such laws and

                                     A-65



regulations, but cannot predict the amount of such future expenditures.
Estimated future reclamation costs are based principally on legal and
regulatory requirements. At September 30, 2001 and December 31, 2000, $120.3
million and $108.9 million, respectively, were accrued for reclamation costs
relating to currently producing mineral properties.

   In addition, the Company is involved in several matters concerning
environmental obligations associated with former mining activities. Generally,
these matters concern developing and implementing remediation plans at the
various sites involved. The Company believes that the related environmental
obligations associated with these sites are similar in nature with respect to
the development of remediation plans, their risk profile and the compliance
required to meet general environmental standards. Based upon the Company's best
estimate of its liability for these matters, $58.6 million and $63.5 million
were accrued for such obligations at September 30, 2001 and December 31, 2000,
respectively. These amounts are included in OTHER ACCRUED LIABILITIES and
RECLAMATION AND REMEDIATION LIABILITIES. Depending upon the ultimate resolution
of these matters, the Company believes that it is reasonably possible that the
liability for these matters could be as much as 40% greater or lower than the
amount accrued at December 31, 2000. The amounts accrued for these matters are
reviewed periodically based upon facts and circumstances available at the time.
Changes in estimates are charged to COSTS AND EXPENSES, OTHER in the period
estimates are revised.

   Details about certain of the more significant sites involved are discussed
below.

  IDARADO MINING COMPANY ("IDARADO")--80.1% OWNED

   In July 1992, the Company and Idarado signed a consent decree with the State
of Colorado ("State") that was agreed to by the U.S. District Court of Colorado
to settle a lawsuit brought by the State under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), generally referred to as
the "Superfund Act."

   Idarado settled natural resources damages and past and future response costs
and provided habitat enhancement work. In addition, Idarado agreed in the
consent decree to undertake specified remediation work at its former mining
site in the Telluride/Ouray area of Colorado. Remediation work at this property
is substantially complete. If the remediation does not achieve specific
performance objectives defined in the consent decree, the State may require
Idarado to implement supplemental activities at the site, also as defined in
the consent decree. Idarado and the Company have obtained a $7.0 million
reclamation bond to secure their potential obligations under the consent decree.

  RESURRECTION MINING COMPANY ("RESURRECTION")--100% OWNED

   The Company, Resurrection and other defendants were named in lawsuits filed
by the State of Colorado, under the Superfund Act in 1983, and subsequently
consolidated with a lawsuit filed by the U.S. Environmental Protection Agency
("EPA") in 1986. These proceedings seek to compel the defendants to remediate
the impacts of pre-existing, historic mining activities near Leadville,
Colorado that date back to the mid-1800's, which the government agencies claim
are causing substantial environmental problems in the area.

   In 1988 and 1989, the EPA issued administrative orders with respect to one
area on the site and the defendants have collectively implemented those orders
by constructing a water treatment plant, which was placed in operation in early
1992. Remaining remedial work for this area primarily consists of environmental
monitoring and maintenance activities.

   The parties have entered into a consent decree with respect to the remaining
areas that apportions liabilities and responsibilities for the site among the
various parties. The EPA has approved remedial actions for selected components
of Resurrection's portion of the site, which were initiated in 1995. The EPA
has not yet selected the final remedy for the site. Accordingly, the Company
cannot yet determine the full extent or cost of its share of the remedial
action that will be required. The government agencies may also seek to recover
for damages to

                                     A-66



natural resources. In March 1999, the parties entered into a Memorandum of
Understanding ("MOU") to facilitate the settlement of natural resources damages
claims under CERCLA for the upper Arkansas River Basin. The MOU provides a
structure for evaluation of damages and possible restoration activities that
may be required if it is concluded such damages have occurred.

  DAWN MINING COMPANY LLC ("DAWN")--51% OWNED

   Dawn leased an open-pit uranium mine, currently inactive, on the Spokane
Indian Reservation in the State of Washington. The mine is subject to
regulation by agencies of the U.S. Department of Interior, the Bureau of Indian
Affairs and the Bureau of Land Management, as well as the EPA. Dawn also owns a
nearby uranium millsite facility that is subject to federal and state
regulation.

   In 1991, Dawn's lease was terminated. As a result, Dawn was required to file
a formal mine closure and reclamation plan. The Department of Interior has
commenced an Environmental Impact Study to analyze Dawn's proposed plan and to
consider alternate closure and reclamation plans for the mine. Dawn cannot
predict at this time what type of mine reclamation plan may be selected by the
Department of Interior. Dawn does not have sufficient funds to pay for the
reclamation plan it proposed or for any alternate plan.

   The Department of Interior previously notified Dawn that when the lease was
terminated, it would seek to hold Dawn and the Company (as Dawn's 51% owner)
liable for any costs incurred as a result of Dawn's failure to comply with the
lease and applicable regulations. Other government agencies have asserted that
the Company is liable for future reclamation or remediation work at the mine or
millsite. In mid-2000, the mine was included on the National Priorities List
under CERCLA. The Company will vigorously contest any claims as to its
liability. The Company cannot reasonably predict the likelihood or outcome of
any future action against Dawn or the Company arising from this matter.

   In late 1999, Dawn initiated state approval for a revised mill closure plan
that, if implemented, would expedite the reclamation process at the mill. The
State of Washington recently approved this revised plan. The currently approved
clean fill plan for the mill is secured by a $14.1 million bond that is 50%
secured by a letter of credit and is guaranteed by the Company.

  SAN LUIS, COLORADO--100% OWNED

   The San Luis open-pit gold mine in southern Colorado was operated by a
subsidiary of Battle Mountain and ceased operations in November 1996. Since
then substantial closure and reclamation work has been performed. In August
1999, the Colorado Department of Public Health and Environment ("CDPHE") issued
a notice of violation of the Water Quality Control Act and in October 1999
amended the notice to authorize operation of a water treatment facility and the
discharge of treated water. Battle Mountain has made all submittals required by
the CDPHE notice and conducted the required response activities. Battle
Mountain negotiated a settlement with CDPHE resolving alleged violations that
was effective September 1, 2000. In October 2000, the CDPHE received an
"Application for Reconsideration of Order for Civil Penalty" by project
opponents seeking to appeal the terms of the settlement. The application was
denied by CDPHE. Project opponents have filed a judicial appeal in the District
Court for Costilla County, Colorado, naming the CDPHE as defendant. Battle
Mountain has intervened in the appeal to protect its interests in the
settlement. The Company cannot reasonably predict the likelihood or outcome of
this or any future action against Battle Mountain or the Company relating to
this site.

  (B) OTHER

   In June 2000, a transport contractor of Minera Yanacocha spilled
approximately 151 kilograms of mercury near the town of Choropampa, Peru, which
is located 53 miles southwest of the mine. Mercury is a byproduct of gold
mining and was sold to a Lima firm for use in medical instrumentation and
industrial applications. A comprehensive health and environmental remediation
program was undertaken by Minera Yanacocha. In August 2000, Minera Yanacocha
paid under protest a fine of 1,740,000 soles (approximately US$500,000) to the

                                     A-67



Peruvian government. Minera Yanacocha entered into agreements with three of the
communities impacted by this incident to provide a variety of public works as
compensation for the disruption and inconvenience caused by the incident.
Estimated costs of $10.0 million for these improvements, other remediation
efforts, personal compensation and the fine were included in Other expense in
2000.

   On September 10, 2001, NMC, various wholly-owned subsidiaries and Minera
Yanacocha S.R.L. (51.35% owned by Newmont Second Capital Corporation) and other
defendants were named in a lawsuit filed by over 900 Peruvian citizens in
Denver District Court for the State of Colorado. This action seeks compensatory
and punitive damages based on claims associated with the mercury spill
incident. The response to the Complaint will be filed in late October. Neither
the Company nor Minera Yanacocha can reasonably predict the likelihood of any
additional expenditures related to this matter.

(13) SUPPLEMENTARY DATA

   The ratio of earnings to fixed charges for the nine months ended September
30, 2001 was 0.83 and earnings were inadequate to cover fixed charges with a
deficiency of $12 million. The ratio of earnings to fixed charges represents
income before income taxes and interest expense divided by interest expense.
Interest expense includes amortization of capitalized interest and the portion
of rent expense representative of interest. The Company guarantees certain
third party debt; however, it has not been and does not expect to be required
to pay any amounts associated with such debt. Therefore, related interest on
such debt has not been included in the ratio of earnings to fixed charges.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

   The following provides information that management believes is relevant to
an assessment and understanding of the consolidated results of operations and
financial condition of Newmont Mining Corporation ("NMC") and its subsidiaries
(collectively, "Newmont"). The discussion should be read in conjunction with
Management's Discussion and Analysis included in Newmont's Annual Report on
Form 10-K.

   As described in Note (1), Newmont completed a merger with Battle Mountain
Gold Company in January 2001, where each share of common stock of Battle
Mountain and each exchangeable share of Battle Mountain Canada Ltd. (a wholly-
owned subsidiary of Battle Mountain) was converted into the right to receive
0.105 share of NMC stock, or approximately 24.1 million shares. The transaction
was accounted for as a pooling of interests and as such, consolidated financial
statements were restated to include Battle Mountain's financial data as if
Battle Mountain had always been part of Newmont.

SUMMARY

   Newmont recorded net income to common shares of $21.5 million ($0.11 per
share) and a net loss of $36.5 million ($0.19 per share) in the third quarter
of 2001 and 2000, respectively. For the first nine months of 2001 and 2000,
before an accounting change for revenue recognition in 2000, net losses to
common shares were $51.1 million ($0.26 per share) and $56.3 million ($0.29 per
share), respectively. The cumulative effect of the 2000 accounting change
totaled $12.6 million ($0.07 per share), net of tax and minority interest.

   The third quarter and first nine months of 2001 included, net of tax, a $0.6
million and $1.1 million gain, respectively, for the noncash mark-to-market
position on call option contracts that were closed out at the end of  the
quarter. The nine-month results in 2001 reflected lower gold prices and merger
and restructuring expenses of $43.7 million ($0.23 per share), net of tax. The
third quarter and first nine months of 2000 included, net of tax, a $13.3
million gain ($0.07 per share) and a $2.4 million loss ($0.01 per share),
respectively, for noncash mark-to-market losses on call option contracts and
amortization of put option premiums. The 2000 results also included $27.4
million ($0.14 per share), net of tax, for expenses related to an acquisition
settlement.

                                     A-68



   Total equity gold sales, total cash costs and average realized gold prices
were as follows:



                                 THREE MONTHS ENDED NINE MONTHS ENDED
                                   SEPTEMBER 30,      SEPTEMBER 30,
                                 ------------------ -----------------
                                   2001      2000     2001     2000
                                 --------  -------- -------- --------
                                                 
Equity gold sales ounces (000)..  1,393.3   1,320.1  4,034.9  3,986.4
Total cash costs per ounce...... $    191  $    176 $    185 $    173
Total costs per ounce........... $    241  $    240 $    237 $    235
Average price realized per ounce $    274  $    280 $    269 $    283


   For the full-year 2001, gold sales are expected to total approximately 5.4
million ounces with a total cash cost of $183 per ounce.

MARKET CONDITIONS AND RISKS

METAL PRICE

   Changes in the market price of gold significantly affect Newmont's
profitability and cash flow. Gold prices can fluctuate widely and are affected
by numerous factors, such as demand; forward selling by producers; central bank
sales, purchases and lending; investor sentiment and global mine production
levels. The gold price fell to a 20-year low of $253 in July 1999 and has
periodically recovered moderately, with an average price of $269 for the first
nine months of 2001 and $283 for September 2001. Changes in the market price of
copper also affect Newmont's profitability and cash flow from its Batu Hijau
mine in Indonesia. Newmont has generally sold its production at market prices,
but has used a limited number of commodity instruments to provide a measure of
price protection. At September 30, 2001, the following commodity instruments
were outstanding:



                                                                       FAIR VALUE
                                                              OUNCES  (IN MILLIONS)
                                                              ------- -------------
                                                                
Combination, matched put and call options, expiring 2001-2004 216,255     $1.4
Flat forward sales contracts, 2001-2004......................  71,880     $1.3


   The combination, matched put and call options have been designated as cash
flow hedges such that changes in the effective portion of the intrinsic value
component of the hedge is marked to market through accumulated other
comprehensive income or loss. A one-dollar increase in the gold price would
result in a $0.57 per ounce increase and $1.00 per ounce decrease in the fair
value of the combination option contracts and flat forward contracts,
respectively, assuming all other factors are constant.

   In mid-1999, the Company purchased near-term put option contracts for 2.85
million ounces of gold, with a strike price of $270 per ounce, which expired
August 1999 through December 2000. This noncash purchase was paid for by
selling call option contracts for 2.35 million ounces at average strike prices
ranging from $350 to $385 per ounce. The initial fair value of the put options
of $37.6 million was amortized over the term of the options. The call options,
with an initial fair value of $37.6 million, were marked to market at each
reporting date in current earnings and at December 31, 2000, had a fair value
of $55.6 million. In September 2001, the Company entered into transactions that
closed out the call options. These options were replaced with a series of sales
contracts requiring physical delivery of the same quantity of gold over
slightly extended future periods. The written call options were marked to the
market value of $53.8 million immediately prior to close, resulting in a
noncash gain of $0.9 million in the third quarter of 2001. The noncash
mark-to-market gain totaled $1.8 million and $13.1 million for the nine months
ended September 30, 2001 and 2000, respectively. The $53.8 million value of the
sales contracts were recorded as DEFERRED REVENUE and will be included in sales
revenue as delivery occurs. Under the terms of the contracts, Newmont will
realize the lower of the spot price on the delivery date or the capped price
ranging from $350 per ounce in 2005 to $392 per ounce in 2011.

                                     A-69



FOREIGN CURRENCY

   In addition to the U.S., Newmont conducts operations in Canada, Peru,
Bolivia, Uzbekistan and Indonesia and has an interest in joint ventures in
Mexico and Australia. Gold produced at these operations is sold in the
international markets for U.S. dollars. The cost and debt structures at these
operations are also primarily U.S. dollar denominated, except for Canadian and
Australian operations where such structures are primarily denominated in local
currencies. To the extent that there are fluctuations in local currency
exchange rates against the U.S. dollar, the devaluation of a local currency is
generally economically neutral or beneficial to the operation since local
salaries and supply contracts will decrease against the U.S. dollar revenue
stream. Foreign currency exchange rate losses related to Canadian and
Australian operations were $5.3 million and $6.6 million in the nine months
ended September 30, 2001 and 2000, respectively.

INTEREST RATES

   Newmont's long-term debt is substantially comprised of fixed-rate debt as of
September 30, 2001. In September and October 2001, Newmont entered into a
series of interest-rate swap transactions in which it will receive fixed-rate
interest payments, at 8.375% or 8.625%, and will pay floating-rate interest
amounts based on periodic LIBOR settings plus a spread, ranging from 3.45% to
4.25%. To date, the notional principal amount of these transactions
(representing the amount of principal tied to floating interest rate exposure)
totals $110 million. These transactions have been designated as fair value
hedges and at September 30, 2001, had a fair value of $0.6 million.

RESULTS OF OPERATIONS

GOLD SALES



                                   THREE MONTHS ENDED SEPTEMBER 30,     NINE MONTHS ENDED SEPTEMBER 30,
                                  ----------------------------------- ------------------------------------
                                                                           
                                   2001       2000   2001     2000      2001       2000   2001     2000
                                   ----       ----   ----     ----      ----       ----   ----     ----
                                   EQUITY OZS. SOLD  TOTAL CASH COSTS  EQUITY OZS. SOLD   TOTAL CASH COSTS
                                    (IN THOUSANDS)       PER OZ.        (IN THOUSANDS)        PER OZ.
                                    --------------       -------        --------------        -------
North American operations:
   Nevada operations.............   653.9     728.0  $ 238    $ 212   1,986.6    2,020.6  $ 223    $ 212
   Mesquite, California..........    16.5      30.5    188      212      80.2       98.5    208      204
   La Herradura, Mexico..........    14.0      13.2    179      109      40.8       37.0    168      133
   Golden Giant, Canada..........    72.6      73.0    204      148     196.2      332.1    193      144
   Holloway, Canada..............    20.5      19.4    218      230      64.4       65.8    226      212
South American operations:
   Yanacocha, Peru...............   264.0     220.8    116       79     719.5      645.3    117       85
   Kori Kollo, Bolivia...........    76.9      65.8    127      191     201.1      187.9    164      199
Zarafshan-Newmont, Uzbekistan....    62.5      56.0    129      132     162.6      183.4    136      126
Vera/Nancy, Australia............    29.6      25.3    129      106      90.9       84.2    108      102
Minahasa, Indonesia..............    78.4      67.5    162      147     275.4      248.1    135      141
Batu Hijau, Indonesia............   104.4      38.5    n/a      n/a     235.2      101.4    n/a      n/a
   Less prepaid forward ounces...      --     (18.0)                    (18.0)     (18.0)
                                  -------   -------                   -------    -------
   Total/Weighted average........ 1,393.3   1,320.0  $ 191    $ 175   4,034.9    3,986.3  $ 185    $ 173
                                  =======   =======                   =======    =======


                                     A-70



   Total cash costs include charges for mining ore and waste associated with
current period gold production, processing ore through milling and leaching
facilities, production taxes, royalties and other cash costs. Batu Hijau costs
are reported per pound of copper, with gold revenue as an offsetting by-product
credit. Cash costs per ounce are determined based on the Gold Institute
reporting standard below:



                                                   THREE MONTHS ENDED   NINE MONTHS ENDED
        PRODUCTION COSTS PER EQUITY OUNCE             SEPTEMBER 30,       SEPTEMBER 30,
        ---------------------------------             -------------       -------------
                                                                     
                                                     2001      2000      2001      2000
                                                     ----      ----      ----      ----
Direct mining and production costs................ $    177  $    176  $    177  $    168
Capitalized mining cost adjustments...............        8        (4)        4         1
Other.............................................        1        --        --        --
                                                   --------  --------  --------  --------
Cash operating costs.............................. $    186  $    172  $    181  $    169
Royalties.........................................        4         3         3         3
Production taxes..................................        1        --         1         1
                                                   --------  --------  --------  --------
TOTAL CASH COSTS.................................. $    191  $    175  $    185  $    173
Reclamation and mine closure......................        3         4         4         4
                                                   --------  --------  --------  --------
Total costs applicable to sales...................      194       179       189       177
Depreciation, depletion and amortization..........       47        60        48        58
                                                   --------  --------  --------  --------
Total costs....................................... $    241  $    239  $    237  $    235
                                                   ========  ========  ========  ========
Reconciliation (in millions):
Costs applicable to sales per financial statements $  283.3  $  256.3  $  813.0  $  758.6
Minority interest in Yanacocha....................    (31.9)    (21.7)    (87.9)    (65.1)
Minority interest in Kori Kollo...................     (1.4)     (1.7)     (4.7)     (4.8)
Reclamation accruals..............................     (4.3)     (5.3)    (14.2)    (13.9)
                                                   --------  --------  --------  --------
Total cash costs used in per ounce calculations... $  245.7  $  227.6  $  706.2  $  674.8
                                                   ========  ========  ========  ========
Equity ounces sold, net (000).....................  1,288.9   1,299.5   3,817.7   3,902.9
Equity total cash cost per ounce.................. $    191  $    175  $    185  $    173


NORTH AMERICAN OPERATIONS

   Newmont's Nevada operations are along the Carlin Trend near Elko and in the
Winnemucca Region, where the Twin Creeks and the Lone Tree Complex mines are
located. Gold sales in the third quarter of 2001 decreased 10% to 654 thousand
ounces from the comparable 2000 period, with lower average mill ore grades and
lower leach production. Total cash costs for the third quarter of 2001 were
$238 per ounce compared with $212 per ounce in the same 2000 period, primarily
reflecting the inclusion of previously capitalized mining costs that were
amortized in the current period. In the first nine months of 2001 and 2000,
sales totaled 2.0 million ounces with total cash costs per ounce of $223 and
$212, respectively. Full-year 2001 sales in Nevada are expected to exceed 2.7
million ounces with total cash costs about $220 per ounce.

   Production at the Deep Post underground mine began in March 2001 with 143
thousand ounces year-to-date. Production at the underground mine was
temporarily halted on August 29, 2001 as a safety precaution following a slope
movement on the south wall of the Betze-Post open pit that affected a section
of the south access road to Deep Post. Operations resumed on September 5, 2001
following inspections by the federal Mine Safety and Health Administration and
the Nevada State Mine Inspector's Office. No injuries or damage to underground
mine workings, facilities or reserves occurred. By 2003, Deep Post will reach
an annual production rate of 380 thousand ounces at an average total cash cost
of approximately $150 per ounce over the life of the mine.

   Mesquite mine sales were 17 thousand ounces and 80 thousand ounces in the
third quarter and first nine months of 2001, respectively. Total cash costs
were $208 per ounce year-to-date 2001. The heap-leach operation

                                     A-71



in southern California ceased mining operations in the second quarter of 2001
with the depletion of the ore body. Production in 2001 is expected at
approximately 95 thousand ounces with total cash costs about $200 per ounce, as
declining amounts of gold are recovered from the leach pads. Selected equipment
from the Mesquite mine has been transferred to operations in South America and
in Nevada.

   La Herradura, a 44%-owned non-operated joint venture in Mexico, sold 41
thousand equity ounces in the first nine months of 2001 at a total cash cost of
$168 per ounce. Production for 2001 is expected at approximately 60 thousand
equity ounces at a cash cost about $175 per ounce.

   Gold sales from the Golden Giant and the 84.65%-owned Holloway underground
mines in Ontario, Canada were 196 thousand and 64 thousand ounces,
respectively, in the first nine months of 2001, with total cash costs of $193
and $226 per ounce. Production for 2001 is expected to total approximately 300
thousand and 90 thousand equity ounces at Golden Giant and Holloway,
respectively, with cash costs about $180 and $215 per ounce.

OVERSEAS OPERATIONS

   Sales at Minera Yanacocha in Peru increased 20% and 11% in the third quarter
and first nine months of 2001, respectively, to 264 thousand and 720 thousand
equity ounces from the same 2000 periods, with higher recoveries. Total cash
costs increased to $116 per ounce in the third quarter and to $117 per ounce in
first nine months of 2001 compared with $79 and $85 per ounce in respective
2000 periods, primarily reflecting higher waste-to-ore ratios resulting from
short- term changes in the mine production schedule. Gold production for 2001
is expected to be just over one million equity ounces at a total cash cost of
about $120 per ounce.

   At the newly developed La Quinua deposit at Yanacocha, testing of the
agglomeration facility and ore placements on the leach pad were completed in
the third quarter of 2001, with gold production commencing in the fourth
quarter. By 2003, production from La Quinua is expected to reach one million
ounces at a total cash cost of approximately $125 per ounce over the life of
the deposit.

   At the 88%-owned Kori Kollo open-pit mine in Bolivia, gold sales totaled 77
thousand and 201 thousand equity ounces in the third quarter and first nine
months of 2001 at a total cash cost of $164 per ounce year-to date. For 2001,
total sales are expected at 250 thousand equity ounces with total cash costs
about $160 per ounce. Ore placements on its first heap leach pad began at the
end of the 2001 second quarter and will add to production in the remainder of
the year.

   In the third quarter and first nine months of 2001, equity gold sales from
Zarafshan-Newmont, a 50%-owned joint venture in the Central Asian Republic of
Uzbekistan, were 63 thousand ounces and 163 thousand ounces, respectively,
about 11% below the year-to-date 2000 period reflecting lower average ore
grades. Total cash costs per ounce of $136 in the 2001 nine-month period
compared with $126 in the same 2000 period. Production in 2001 is expected to
total approximately 200 thousand equity ounces with total cash costs of about
$140 per ounce. Ore placement on the heap-leach pad expansion project is
scheduled for the beginning of 2002.

   In Indonesia, at Newmont's 80%-owned Minahasa property, gold sales of 78
thousand ounces were up 16% from the third quarter of 2000 and sales of 275
thousand ounces for the first nine months were up 11% from the comparable 2000
period reflecting higher leach production and average ore grades. Total cash
costs were $135 per ounce for the first nine months of 2001 compared with $141
for the same 2000 period. Production is expected to approximate 320 thousand
ounces in 2001 with total cash costs of approximately $150 per ounce. Mining
operations will cease by the end of the 2001 with the depletion of the ore body.

   At Vera/Nancy, a 50%-owned joint venture in Queensland, Australia, nine-
months 2001 equity gold sales were 91 thousand ounces with total cash costs of
$108 per ounce. Total production in 2001 is expected at approximately 125
thousand ounces at a total cash cost of about $100 per ounce.

                                     A-72



   The Batu Hijau mine in Indonesia, which commenced production in the fourth
quarter of 1999, produced 104 million and 292 million equity pounds of copper
during the third quarter and first nine months of 2001, respectively, and sold
104 thousand and 235 thousand equity ounces of gold. Copper sales totaled 283
million equity pounds for the first nine months of 2001 compared with 188
million equity pounds in the same 2000 period. Total cash costs were $0.36 and
$0.63 per pound, after gold sales credits, for the first nine months of 2001
and 2000, respectively. Production has continued to ramp up since 1999 and 2001
production benefited from higher mill throughput, average ore grades and
recovery rates. Copper production in 2001 is expected to be between 320 million
and 350 million equity pounds at a cash cost under $0.40 per pound, with gold
production over 260 thousand equity ounces.

FINANCIAL RESULTS

   Consolidated sales include 100% of Minera Yanacocha and Kori Kollo and
Newmont equity production elsewhere, but exclude Batu Hijau, which is accounted
for as an equity investment. The increase in consolidated sales revenue in the
third quarter was primarily attributable to increased gold sales and the
decrease in the first nine months of 2001, primarily to lower gold prices as
shown in the following table:



                                          THREE MONTHS ENDED NINE MONTHS ENDED
                                            SEPTEMBER 30,      SEPTEMBER 30,
                                          ------------------ -----------------
                                                          
                                            2001      2000     2001     2000
                                          --------  -------- -------- --------
Consolidated sales (in millions)......... $  424.4  $  419.4 $1,210.9 $1,283.7
Consolidated production ounces sold (000)  1,549.6   1,499.8  4,508.8  4,522.0
Average price received per ounce......... $    274  $    280 $    269 $    283
Average market price received per ounce.. $    274  $    277 $    268 $    283




                                                                THREE MONTHS ENDED NINE MONTHS ENDED
                                                                  SEPTEMBER 30,      SEPTEMBER 30,
                                                                             
                                                                   2001 VS 2000       2001 VS 2000
                                                                  -------------      -------------
Increase (decrease) in consolidated sales due to (in millions):
   Consolidated production.....................................   $        10.8      $        (2.4)
   Average gold price received.................................            (5.8)             (70.4)
                                                                  -------------      -------------
       Total...................................................   $         5.0      $       (72.8)
                                                                  =============      =============


   COSTS APPLICABLE TO SALES include total cash costs and provisions for
estimated final reclamation expenses related to consolidated production.



                                   THREE MONTHS ENDED NINE MONTHS ENDED
                                     SEPTEMBER 30,      SEPTEMBER 30,
                                   ------------------ -----------------
                                                   
                                    2001      2000     2001     2000
                                    ------    ------   ------   ------
           (IN MILLIONS)
        North American operations:
           Nevada operations...... $158.0    $156.7   $451.0   $434.2
           Mesquite...............    3.1       6.6     18.1     20.2
           La Herradura...........    2.5       1.5      7.0      5.1
           Golden Giant...........   15.3      11.2     39.0     50.0
           Holloway...............    4.6       4.5     14.9     14.9
        South American operations:
           Yanacocha..............   63.3      37.2    173.5    115.1
           Kori Kollo.............   11.6      16.9     38.8     49.9
        Vera/Nancy................    3.8       2.7      9.8      9.0
        Zarafshan-Newmont.........    8.2       7.4     22.3     23.3
        Minahasa..................   12.8      10.1     37.8     35.5
        Other.....................    0.1       1.5      0.8      1.4
                                   ------    ------   ------   ------
        Total..................... $283.3    $256.3   $813.0   $758.6
                                   ======    ======   ======   ======


                                     A-73



   DEPRECIATION AND DEPLETION:



                                   THREE MONTHS ENDED NINE MONTHS ENDED
                                     SEPTEMBER 30,      SEPTEMBER 30,
                                   ------------------ -----------------
                                                   
                                   2001      2000      2001     2000
                                     -----    -----    ------   ------
           (IN MILLIONS)
        North American operations:
           Nevada operations...... $29.0     $37.8    $ 86.7   $107.2
           Mesquite...............   0.9       2.4       3.7      8.5
           La Herradura...........   0.9       0.8       2.7      2.2
           Golden Giant...........   4.2       4.8      12.5     21.6
           Holloway...............   1.5       2.5       4.8      8.7
        South American operations:
           Yanacocha..............  20.2      21.3      61.7     54.6
           Kori Kollo.............   5.7       6.1      15.5     18.2
        Vera/Nancy................   1.0       0.9       3.0      3.4
        Zarafshan-Newmont.........   2.5       4.4       8.3     10.0
        Minahasa..................   3.9       6.6      15.0     18.3
        Other.....................   1.7       1.6       4.9      5.9
                                   -----     -----    ------   ------
        Total..................... $71.5     $89.2    $218.8   $258.6
                                   =====     =====    ======   ======


   EXPLORATION AND RESEARCH expense was $43.5 million in the first nine months
of 2001 compared with $58.9 million in the 2000 period, reflecting the planned
reduction to approximately $50 million for the year.

   GENERAL AND ADMINISTRATIVE expense was $40.5 million in the first nine
months of 2001, 18% lower than in the comparable 2000 period reflecting
synergies from the Battle Mountain merger and savings from the first quarter
2001 restructuring.

   INTEREST EXPENSE, NET OF CAPITALIZED INTEREST was $21.7 million and $23.0
million for the third quarter of 2001 and 2000, respectively, and $62.6 million
and $71.1 million for the first nine months of 2001 and 2000, respectively,
reflecting lower average interest rates and higher capitalized interest in the
current periods.

   INCOME TAX EXPENSE in the first nine months of 2001 and 2000 was a $6.7
million benefit and a $5.8 million expense, respectively. The decrease
primarily reflected recovery of taxes provided in prior periods.

   MERGER AND RESTRUCTURING EXPENSES in the first nine months of 2001 of $60.5
million ($43.7 million, net of tax) included $28.1 million of transaction and
related costs associated with the Battle Mountain merger and $32.4 million of
restructuring expenses that included $22.1 million for voluntary early
retirement pension benefits and $10.3 million for employee severance and office
closures.

   EXPENSES FOR ACQUISITION SETTLEMENT of $42.2 million in the 2000 periods
were related to the resolution of a dispute regarding Newmont's purchase of an
additional 13.35% interest in Minera Yanacocha. Under the settlement, Newmont
issued $40 million of its common stock, or 2.6 million shares.

   OTHER EXPENSES for the 2000 periods included $9.5 million for community
improvements, remediation efforts and a fine related to the Yanacocha mercury
spill described in Note 12 (b) and $5.6 million to increase the estimated
reclamation liability at the San Luis property in Colorado.

   Gain on written call options reflected the change in fair value as of the
end of each period. In September 2001, the Company entered into transactions
that closed out the call options. These options were replaced with a series of
sales contracts requiring physical delivery of the same quantity of gold over
slightly extended future periods. The call options were marked to the market
value of $53.8 million immediately prior to close, resulting in a noncash gain
of $0.9 million in the third quarter of 2001. The noncash mark-to-market gain
totaled

                                     A-74



$1.8 million and $13.1 million for the nine months ended September 30, 2001 and
2000, respectively. The value of new sales contracts were recorded as Deferred
revenue and will be included in sales revenue as delivery occurs.

   EQUITY IN INCOME OF BATU HIJAU of $16.9 million and $23.2 million for the
third quarter and first nine months of 2001, respectively, compared with income
of $0.7 million and losses of $14.7 million for the same 2000 periods,
reflecting the ramp up in production that commenced in December 1999.

   Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133") that requires recognition of all derivative
instruments on the balance sheet as either assets or liabilities and
measurement at fair value. Unless specific hedging criteria are met, changes in
the derivative's fair value are recognized currently in earnings. Gains and
losses on derivative hedging instruments are recorded in either other
comprehensive income (loss) or current earnings (loss), depending on the nature
of the instrument.

   The Company changed its method of accounting for revenue recognition in the
fourth quarter of 2000, effective January 1, 2000, to record sales upon
delivery of third-party refined gold to the customer. Previously, revenue was
recognized upon the completion of the production process, or when gold was
poured into dore at the mine site. The cumulative effect of the change was
$12.6 million, net of tax and minority interest.

   OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX, included a $16.6 million gain
and a $24.9 million loss, for temporary changes in the market value of Lihir
Gold securities, and losses of $5.2 million and $2.4 million, for foreign
currency translation adjustments, in the nine months ended September 30, 2001
and 2000, respectively. The first nine months of 2001 also included a $0.3
million loss for the effective portion of changes in fair value of cash flow
hedge instruments.

LIQUIDITY AND CAPITAL RESOURCES

   During the first nine months of 2001, cash flow from operations ($234.3
million), restricted cash ($40.0 million), net borrowings ($72.4 million) and
other investing activities ($10.9 million) funded capital expenditures ($329.4
million) and dividends ($23.2 million). In the current gold price environment,
Newmont is continuously monitoring and adjusting cash requirements for
operating, exploration and capital expenditures in order to minimize long-term
borrowings required during 2001.

INVESTING ACTIVITIES AND CAPITAL EXPENDITURES

   Capital expenditures were as follows (in millions):



                                        NINE MONTHS ENDED SEPTEMBER 30,
                                        -------------------------------
                                                  
                                          2001            2000
                                        ------          ------
North American operations.............. $ 60.4          $ 96.2
Overseas operations....................  261.4           166.3
Other projects and capitalized interest    7.6             8.6
                                        ------          ------
   Total............................... $329.4          $271.1
                                        ======          ======


   Expenditures for North American operations during the first nine months of
2001 included $48.2 million related to activities in Nevada, primarily for the
development of the Deep Post underground mine. Overseas capital expenditures
were primarily at Minera Yanacocha ($232.7 million) for development of the La
Quinua project and other ongoing expansion work. Capital expenditures in the
2000 period were primarily for Nevada and Minera Yanacocha leach pad expansion
projects and Nevada capitalized mining.

   In the fourth quarter of 2001, Newmont expects to contribute approximately
$10 million to Batu Hijau in conjunction with a contingent support facility, to
be utilized for scheduled debt repayments.

                                     A-75



FINANCING ACTIVITIES

   In October 2001, the Company replaced its $1.0 billion revolving credit
facility, expiring in June 2002, with a new $600 million revolving credit
facility with a consortium of banks. The new facility includes a $200 million
revolver, with an initial term of 364 days that can be renewed annually as may
be agreed between Newmont and the lenders, and a $400 million 5-year revolving
facility that matures in October 2006. There have been no borrowings under the
new facility. Interest rates under the new facility are variable, can be fixed
for up to six months at the option of the Company and are subject to adjustment
if changes in the Company's long-term debt ratings occur. An annual facility
fee of 0.150% and 0.175% is required for the 364-day and 5-year components,
respectively. The new facility contains certain covenants, including (1)
limitations on aggregate consolidated indebtedness (net of cash balances) to
62.5% of total capitalization, (2) maintenance of a "consolidated indebtedness
(net of cash balances)" to "earnings before interest, taxes, depreciation and
amortization" ratio not to exceed 4.0 and (3) certain limitations on incurring
liens, fundamental business changes and transactions with affiliates.

   In May 2001, Newmont issued $275 million of 8.625% notes due 2011. Proceeds
of $272 million after transaction costs were used to repay debt outstanding
under the Company's revolving credit facility, with the remainder for general
corporate purposes. As a result, during the first nine months of 2001, net
repayments of $147 million were made under Newmont's $1.0 billion revolving
credit facility, with no remaining outstanding borrowing.

   During the first nine months of 2001, net borrowings of $41.5 million
occurred under project financings, primarily for Minera Yanacocha. And at the
time of the merger, Battle Mountain Canada had $87.1 million of debt
outstanding, which was repaid in January 2001, using $40 million of restricted
cash and borrowings under Newmont's $1.0 billion credit facility.

SAFE HARBOR STATEMENT

   The foregoing discussion and analysis, as well as certain information
contained elsewhere in this Quarterly Report, contain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and are intended to be covered by the safe harbor created
thereby. Such forward-looking statements include, without limitation, (i)
estimates of future gold production for specific operations and on a
consolidated basis, (ii) estimates of future production costs and other
expenses for specific operations and on a consolidated basis, (iii) estimates
of future capital expenditures and other cash needs for specific operations and
on a consolidated basis and expectations as to the funding thereof, (iv)
estimates of future costs and other liabilities for certain environmental and
related health matters, (v) estimates of reserves and (vi) estimates with
respect to future operations.

   Where Newmont expresses an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis at the time made. However, such forward-looking
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from such forward-looking statements.
Important factors that could cause actual results to differ materially from
such forward-looking statements ("cautionary statements") are disclosed under
"Risk Factors" in the Newmont Annual Report on Form 10-K for the year ended
December 31, 2000, as well as other filings by Newmont with the United States
Securities and Exchange Commission. Many of these factors are beyond Newmont's
ability to control or predict. Readers are cautioned not to put undue reliance
on forward-looking statements.

   All subsequent written and oral forward-looking statements attributable to
Newmont or to persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements. Newmont's forward-looking statements
contained in this Report speak only as of the date of this Report. Newmont
disclaims any intent or obligation to update any forward-looking statements set
forth in this Report, whether as a result of new information, future events or
otherwise.

                                     A-76



PART II--OTHER INFORMATION

ITEM 4. Submission Of Matters To A Vote Of Security Holders

        None

ITEM 6. Exhibits and Reports on Form 8-K

        None


                                     A-77



                                  SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          NEWMONT MINING CORPORATION
                                          (Registrant)

Date: October 29, 2001                          /s/ BRUCE D. HANSEN
                                                -----------------------------
                                                Bruce D. Hansen
                                                Senior Vice President and
                                                Chief Financial Officer
                                                (Principal Financial Officer)



Date: October 29, 2001                          /s/ LINDA K. WHEELER
                                                ------------------------------
                                                Linda K. Wheeler
                                                Vice President and Controller
                                                (Principal Accounting Officer)


                                     A-78



                          NEWMONT MINING CORPORATION

                                 EXHIBIT INDEX



EXHIBIT
NUMBER   DESCRIPTION
------   -----------
     
  12     --Statement re Computation of Ratio of Earnings to Fixed Charges.


                                     A-79



                                                                     EXHIBIT 12

                  NEWMONT MINING CORPORATION AND SUBSIDIARIES
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      (AMOUNTS IN THOUSANDS EXCEPT RATIO)
                                  (UNAUDITED)



                                                                  NINE\MONTHS
                                                                     ENDED
                                                                 SEPTEMBER 30,
                                                                     2001
                                                                 -------------
                                                              
Earnings:
   Loss before income taxes.....................................   $(75,326)
   Adjustments:.................................................
       Net interest expense (1).................................     62,641
       Amortization of capitalized interest.....................      4,730
       Portion of rental expense representative of interest.....      2,065
       Undistributed income of affiliate........................     23,214
       Minority interest........................................     44,423
                                                                   --------
                                                                   $ 61,747
                                                                   ========
Fixed Charges:
   Net interest expense (1).....................................   $ 62,641
   Capitalized interest.........................................      9,523
   Portion of rental expense representative of interest.........      2,065
                                                                   --------
                                                                   $ 74,229
                                                                   ========
Ratio of earnings to fixed charges..............................       0.83
                                                                   ========

--------
(1) Includes interest expense of majority-owned subsidiaries and amortization
of debt issuance costs.

                                     A-80



                                        ANNEX B--NORMANDY FINANCIAL INFORMATION

              EXCERPTS FROM PUBLICLY AVAILABLE NORMANDY DOCUMENTS

   This Annex B sets forth certain selected financial information with respect
to Normandy, excerpted from the following publicly-available Normandy documents:

   (i) Normandy Q1 Report on Activities to Shareholders--Three Months to
       September 30, 2001

  (ii) Normandy 2001 Annual Shareholder Report

 (iii) Normandy 2000 Annual Shareholder Report

   Normandy's financial data is presented in accordance with Australian GAAP,
which differs in certain significant respects from U.S. GAAP. These differences
as they relate to Normandy cannot be quantified due to the limited disclosure
provided in publicly available financial information.


   Pursuant to Rule 409 promulgated under the U.S. Securities Act of 1933, on
December 17, 2001, we requested that Normandy and its independent public
accountants provide to us all material information required to be included in
this offer document or required to make statements made herein not misleading.
On December 11, 2001, we requested that Normandy's independent public
accountants consent in a customary manner to the inclusion of its audit reports
with respect to the financial statements of Normandy included in this offer
document. On December 14, 2001, Normandy's independent public accountants
responded in writing to our December 11, 2001 letter stating that it was
reluctant to give consent for the inclusion of its audit report where consent
has not been given for the financial statements themselves, and believed it was
appropriate that its consent be given concurrently with Normandy's consent. On
December 19, 2001, Normandy, on its own behalf and on behalf of its
accountants, responded in writing to our December 17, 2001 letter and stated
that it was not appropriate for Normandy to bear any burden as to what the
offer document should contain and whether or not such document was misleading.
Normandy further stated that if there were specifics which Newmont wished to
refer to Normandy for review and comment, Normandy would consider whether it
could be of assistance and to what extent, on a case by case basis. In
addition, Normandy stated that its accountants were not in a position to
provide assistance to us, that work on U.S. GAAP reconciliation of its
financial statements had not been completed to Normandy's satisfaction and that
Normandy had not yet determined whether it would allow U.S. GAAP reconciliation
of its financial statements to be made public at this time.


                                      B-1



         INDEX TO EXCERPTS FROM PUBLICLY AVAILABLE NORMANDY DOCUMENTS



                                                                                                 PAGE
                                                                                                 ----
                                                                                              
Normandy unaudited condensed financial information for the three months ended September 30, 2001
  (excerpt from Normandy Q1 Report on Activities to Shareholders)...............................  B-3

Management discussion and analysis (excerpt from Normandy 2001 Annual Shareholder Report).......
                                                                                                  B-9
Normandy consolidated financial statements 2001 (excerpt from Normandy 2001 Annual
  Shareholder Report)...........................................................................
                                                                                                 B-15
Management discussion and analysis (excerpt from Normandy 2000 Annual Shareholder Report).......
                                                                                                 B-68
Normandy consolidated financial statements 2000 (excerpt from Normandy 2000 Annual
  Shareholder Report)...........................................................................
                                                                                                 B-77


                                      B-2



                            NORMANDY MINING LIMITED

                  REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)

FINANCIAL RESULTS--39% PROFIT INCREASE

   Profit attributable to Normandy shareholders for the September quarter was
A$35.4 million, a 39% increase (A$25.5M, before significant items).

   Significantly, over half of the result was achieved in September, with
excellent operating performances from Tanami and Midas Operations.

   Gross profit from gold operations increased 15% to A$99.8 million, largely
due to record production at Tanami Operations, which will be further enhanced
next quarter with commencement of production at Groundrush. Kalgoorlie
Operations' contribution was lower reflecting a 21% decrease in Super Pit head
grade.

                         SIMPLIFIED FINANCIAL RESULTS



                                                                                     PERIODS ENDED
                                                                              --------------------------
                                                                              3 MONTHS 3 MONTHS 12 MONTHS
                                                                              30 SEPT. 30 JUNE   30 JUNE
                                                                                2001     2001     2001
                                                                              -------- -------- ---------
                                                                               (A$M)    (A$M)     (A$M)
                                                                                      (UNAUDITED)
                                                                                       
Sales revenue................................................................   429.7    393.8   1,543.7
Cost of production...........................................................  (256.1)  (216.8)   (913.4)
Depreciation & amortization..................................................   (71.8)   (87.4)   (263.3)
Mine closure.................................................................    (4.9)    (6.4)    (27.8)
Gross profit.................................................................    96.9     83.2     339.2
Share of net profit of associates............................................     2.2     (5.1)     (4.8)
Exploration provisions & write-offs..........................................    (9.2)   (19.8)    (58.1)
Administration expenses......................................................   (15.2)   (26.6)    (64.3)
Borrowing costs..............................................................   (24.2)   (28.0)   (112.0)
Net write-off of non-current assets..........................................      --   (236.7)   (236.7)
Other income/(expenses)......................................................     1.6     17.7      33.7
Profit/(loss) from ordinary activities.......................................    52.1   (215.3)   (103.0)
Income tax expense relating to ordinary activities...........................   (12.5)     0.5     (20.4)

Profit/(loss) from ordinary activities after related income tax expense......    39.6   (214.8)   (123.4)
Outside equity interests.....................................................    (4.2)   (34.4)    (31.2)
Net profit/(loss) attributable to members of Normandy Mining Limited.........    35.4   (249.2)   (154.6)

Operating profit before significant items attributable to members of Normandy
  Mining Limited.............................................................    35.4     25.5     120.1
Significant items included in operating profit/(loss) before outside equity
  interests(1)...............................................................      --   (236.7)   (236.7)
Outside equity interests.....................................................            (38.0)    (38.0)
Operating profit after significant items attributable to members of Normandy
  Mining Limited.............................................................    35.4   (249.2)   (154.6)

--------
(1) No tax benefit applicable

   Non-gold operations recorded a loss of A$2.9 million compared with a loss of
A$3.6 million in the June quarter. The result includes a loss of A$4.0 million
from Golden Grove, reflecting continued depressed base metal prices offset
partly by increased concentrate production.

                                      B-3



                            NORMANDY MINING LIMITED

           REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS--(CONTINUED)
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)


   Normandy's share of associates profit includes contribution from TVX
Normandy Americas and Australian Gold Refineries (AGR).

   Exploration expense decreased to A$9.2 million in line with reduced spending
that is focused on projects within close proximity to existing infrastructure.
Administration expenses were lower than last quarter, which included several
one-off restructure costs. Reduced borrowing costs are the result of lower
average borrowings for the quarter.

                     NOTES TO SIMPLIFIED FINANCIAL RESULTS



              3 MONTHS    3 MONTHS  12 MONTHS
             TO 30 SEPT. TO 30 JUNE TO 30 JUNE
                2001        2001       2001
             ----------- ---------- ----------
                (A$M)      (A$M)      (A$M)
                           
GOLD
Yandal......     9.6         7.4       40.3
Kalgoorlie..    19.8        39.3      112.5
Tanami......    36.1        16.3       78.1
Pajingo.....    12.6        11.6       47.2
Boddington..     9.2         6.3       22.5
Mt Leyshon..    (0.9)       (3.4)      11.9
Midas.......     3.9         3.5        3.5
Other.......     9.5         5.8       15.6
Total.......    99.8        86.8      331.6
NON-GOLD
Golden Grove    (4.0)       (6.1)      18.0
Other.......     1.1         2.5      (10.4)
Total.......    (2.9)       (3.6)       7.6


                                      B-4



                            NORMANDY MINING LIMITED

           REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS--(CONTINUED)
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)


FINANCIAL POSITION--GEARING REDUCED

   A further reduction in gearing was achieved resulting in a net debt to net
debt plus equity ratio of 39%, down from 40% in June. This was achieved on
strong operating cash flows coupled with increased equity from earnings.

                  SIMPLIFIED STATEMENT OF FINANCIAL POSITION



                                                          30 SEPT. 30 JUNE
                                                            2001    2001
                                                          -------- -------
                                                            A$M      A$M
                                                             (UNAUDITED)
                                                             
CURRENT ASSETS
Cash, bank bills & gold bullion..........................   430.7    344.8
Receivables..............................................   109.2    123.7
Inventories..............................................   188.0    169.5
Other....................................................   142.1    161.9
                                                          -------  -------
                                                            870.0    799.9
                                                          -------  -------
NON-CURRENT ASSETS
Investments..............................................   263.9    244.0
Exploration & evaluation.................................   160.6    151.7
Development properties...................................   449.3    499.5
Property, plant & equipment.............................. 1,818.6  1,750.0
Other....................................................   395.5    401.4
                                                          -------  -------
                                                          3,087.9  3,046.6
                                                          -------  -------
TOTAL ASSETS............................................. 3,957.9  3,846.5
                                                          =======  =======
Current liabilities......................................
Accounts payable.........................................   276.4    249.8
Interest-bearing liabilities.............................   116.5    114.0
Other....................................................   229.5    238.6
                                                          -------  -------
                                                            622.4    602.4
                                                          -------  -------
NON-CURRENT LIABILITIES..................................
Interest-bearing facilities.............................. 1,242.6  1,181.8
Other....................................................   656.2    664.3
                                                          -------  -------
                                                          1,898.8  1,846.1
                                                          -------  -------
TOTAL LIABILITIES........................................ 2,521.2  2,448.5
                                                          =======  =======
NET ASSETS............................................... 1,436.7  1,398.0
                                                          =======  =======
EQUITY
Contributed equity....................................... 1,593.9  1,593.9
Reserves.................................................    72.6     71.4
Retained profits/(accumulated losses)....................  (399.4)  (434.8)
Equity attributable to members of Normandy Mining Limited 1,267.1  1,230.5
Outside equity interests in controlled entities..........   169.6    167.5
                                                          -------  -------
TOTAL EQUITY............................................. 1,436.7  1,398.0
                                                          =======  =======



                                      B-5



                            NORMANDY MINING LIMITED

           REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS--(CONTINUED)
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)


CASH FLOW

   Cash at the end of the quarter increased to A$430.7 million, largely the
result of strong operating cash flow from gold operations. Payments for
property, plant and equipment includes Midas (A$32M), Yandal (A$10M) and Martha
(A$8M). Development expenditure relates principally to AMC. Business acquired
(A$13.4M) relates to settlement of an investment in AGR.

   Net proceeds from borrowings relates to drawings under the A$650 million
syndicated corporate facility (A$255M drawn at 30 September 2001) which was
offset by increases in cash balances in other subsidiaries, resulting in a
decrease in consolidated net debt to A$928 million (A$951M at the end of June).

                      SIMPLIFIED STATEMENT OF CASH FLOWS



                                          30
                                         SEPT.   30 JUNE
                                         2001     2001
                                         ------  --------
                                         (A$M)    (A$M)
                                            (UNAUDITED)
                                           
OPERATING ACTIVITIES
Receipts from customers.................  416.1   1,576.6
Payments to suppliers and employees..... (265.5) (1,186.9)
Dividends received from associates......     --      42.6
Interest paid...........................  (33.4)    (93.8)
Income tax paid.........................   (2.8)    (38.9)
Other...................................    6.7      22.5
NET OPERATING CASH FLOWS................  121.1     322.1
INVESTING ACTIVITIES
Payments for property, plant & equipment  (75.0)   (146.5)
Payments for exploration................  (16.5)    (62.8)
Payments for development projects.......  (19.2)    (87.8)
Proceeds from sale of investments.......     --     130.3
Loans repaid by other entities..........   16.9     113.0
Businesses acquired/disposed............  (13.4)    120.1
Other...................................   17.9      13.5
NET INVESTING CASH FLOWS................  (89.3)     79.8
FINANCING ACTIVITIES
Net (repayment)/proceeds of borrowings..   55.0    (302.4)
Dividends paid..........................   (0.9)    (95.2)
Proceeds from issue of securities.......     --      93.8
NET FINANCING CASH FLOWS................   54.1    (303.8)
NET INCREASE/(DECREASE) IN CASH HELD....   85.9      98.1
Cash at beginning of period.............  344.8     245.4
Exchange rate adjustments...............     --       1.3
CASH AT END OF PERIOD...................  430.7     344.8



                                      B-6



                            NORMANDY MINING LIMITED

           REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS--(CONTINUED)
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)


                                    HEDGING




     (AUSTRALIAN GOLD COUNCIL STANDARD)                    '000OZS A$/OZ(1)
     ----------------------------------                    ------- --------
                                                             
     NORMANDY WHOLLY-OWNED
     Forward Sales
        2001-02...........................................    225    524
        2002-03...........................................  1,238    519
        2003-04...........................................    806    546
        2004-05...........................................    735    574
        2005-10...........................................  2,850    574
        Total.............................................  5,854    557
     Put Options Purchased
        2001-02...........................................    660    523
        2002-03...........................................    167    518
        2003-04...........................................      9    526
        2004-05...........................................    121    522
        2005-10...........................................    409    513
        Total.............................................  1,366    520
     Convertible Options Purchased
        2004-05...........................................     34    524
        2005-12...........................................  1,639    544
        Total.............................................  1,673    543
     NORMANDY MT LEYSHON LIMITED & NORMANDY NFM LIMITED(2)
     Forward Sales
        2001-02...........................................    364    560
        2002-03...........................................    509    576
        2003-04...........................................    286    574
        2004-05...........................................    227    580
        2005-07...........................................    140    609
        Total.............................................  1,526    575
     

                                                           '000OZS  US$/OZ
                                                           ------- --------
                                                             
     TVX NORMANDY AMERICAS
     Forward Sales........................................
        2000-02...........................................      4    321
        Total.............................................      4    321
     Put Options Purchased
        2001-02...........................................     91    282
        2002-03...........................................    128    280
        2003-04...........................................    130    274
        2004-05...........................................    130    267
        2005-09...........................................    218    341
        Total.............................................    697    296
     

                                                           '000OZS   $/OZ
                                                           ------- --------
                                                             
        Total A$ Contracts(3)(4).......................... 10,419    553
        Total US$ Contracts(3)(4).........................    701    296
        Committed A$ Contracts............................  9,053    557
        Committed US$ Contracts...........................      4    321



                                      B-7



                            NORMANDY MINING LIMITED

           REPORT ON FINANCIAL RESULTS TO SHAREHOLDERS--(CONTINUED)
                   FOR THE THREE MONTHS TO 30 SEPTEMBER 2001
            (EXCERPT FROM Q1 REPORT ON ACTIVITIES TO SHAREHOLDERS)


NOTES TO HEDGING

(1) Net of lease fees for actual lease fees that are fixed, with the balance
    assumed at 2%.

(2) 100% of subsidiaries.

(3) Margin calls do not apply to any contracts.

(4) No separate foreign exchange contracts relating to the gold hedging.

   Deferred income from hedge close-outs to be brought to the income statement:



                                         (A$M)
                                         -----
                                      
                                 2001-02  62.5
                                 2002-03  56.4
                                 2003-04  48.6
                                 2004-05  46.8
                                 2005-10  13.5
                                         -----
                                 Total.. 227.8
                                         =====


   The hedge book mark-to-market value is:



                                                (A$M)(I)
                                                --------
                                             
                       Normandy(ii)............   (802)
                       Normandy Mt Leyshon(iii)     (1)
                       NormandyNFM(iii)........    (65)

--------
(i) Spot price at 30 September 2001, A$590/oz.
(ii) Wholly owned, including TVX Normandy Americas.
(iii) 100 percent of subsidiaries.

                                      B-8



       NORMANDY MINING LIMITED--2001 MANAGEMENT DISCUSSION AND ANALYSIS
                 (EXCERPT FROM 2001 ANNUAL SHAREHOLDER REPORT)

                             FINANCIAL PERFORMANCE

OPERATING CONTRIBUTIONS

   Consolidated sales revenue was A$1,543.7 million, an increase of 16 percent
compared to 2000 consolidated sales revenue of A$1,323.6 million.

   Gold sales revenue was A$1,252.0 million, an increase of 34 percent which
excludes the gold attributable to non-controlled TVX Normandy Americas.
Consolidated gold sales increased from 1.617 million ounces in 2000 to 2.226
million ounces in 2001. The increase is mainly due to the full 12 months gold
sales of 0.786 million ounces from Normandy Yandal Operations Limited ("Yandal
Operations") following its acquisition in April 2000. Also, increased gold
production at Normandy NFM and the recent acquisition of the Midas mine more
than replaced the gold sales from discontinued operations. The average realised
sale price for the consolidated gold division decreased from A$576 per ounce to
A$562 per ounce compared to the average spot price for the year of A$501 per
ounce. The decrease was mainly due to lower forward prices for hedge contracts
in the Yandal Operations hedge book.

   Average gold cash costs decreased by A$8 per ounce to A$302 per ounce. This
was mainly influenced by Yandal Operations' Jundee mine (0.411 million ounces
at A$255 per ounce), lower unit costs at Normandy NFM due to higher grade ore
and the sale/closure of higher-cost operations.

   Gold operations earnings before interest, tax and non-cash costs increased
38 percent due to the increased revenue and reduced cash costs. Non-cash costs
(depreciation, amortisation and mine completion provisions) increased from A$68
per ounce to A$110 per ounce in 2001 associated mainly with the Yandal
Operations. As a consequence, gross profit from gold operations increased by 7
percent to A$331.6 million.

   Non-gold sales revenue decreased 24 percent to A$291.8 million reflecting
the sale of industrial minerals operations in June last year offset by the
inclusion of A$69.6 million of revenue from Australian Magnesium Corporation
Limited ("AMC"). Non-gold gross profit was A$7.6 million, a decrease of 78
percent due to the sale of the industrial minerals businesses, lower zinc
production at Golden Grove and the consolidated loss of AMC.

EXPENSES

   Exploration provisions and write-offs totaled A$58.1 million, a 25 percent
increase on last year due to the first full year effect of Yandal Operations.

   Borrowing costs increased from A$66.7 million to A$112.0 million reflecting
the first full year consolidation of the Yandal USD bonds, the A$285 million
syndicated Yandal acquisition facility and the Australian Magnesium Corporation
debt facility. Interest income increased by 12 percent to A$28.2 million.

   Administration costs increased by 7 percent to A$64.6 million mainly due to
one off redundancy costs of A$5.7 million.

   Income tax expense was A$20.4 million for the year, an effective rate of 15
percent which is lower than the prima-facie rate of 30 percent due to
recognition of previously unrecognised tax credits and utilisation of losses.

   A net operating loss of A$6.8 million was attributed to outside equity
interests due to the losses of AMC (62.6 percent-owned) relative to the profits
of Normandy NFM (87.5 percent-owned) and Normandy Mt Leyshon (76.4
percent-owned).

                                      B-9



   The net profit after tax but before significant items of A$120.1 million was
lower than last year's result of A$138.4 million, principally due to the impact
of higher borrowing costs and discontinued or sold operations.

   Significant items included a A$159 million write down of the Kasese Cobalt
plant to zero together with a A$38 million write off in outside equity
interests, both reflecting the ongoing risks associated with the project. Other
significant expense items included write downs of A$42 million relating to
offshore regional exploration and development capitalised in previous years,
A$30 million write down of the Bronzewing mine property and A$20 million
provision against the investment in TVX Gold Inc shares, reflecting the market
price following a reconstruction scheme implemented in June 2001. Partially
offsetting these write downs was a net gain of A$14.3 million on the settlement
of the Peruvian asset dispute, including profit on sale of shares received in
consideration for the settlement.

   After taking into account the significant items detailed above, the net loss
for the Group was A$154.6 million.

CASH FLOWS

   Net cash inflow from operating activities increased by 49 percent to A$322.1
million, mainly due to the inclusion of the Yandal Operations for the full 12
months and higher cash flow generated by Pajingo and Normandy NFM. This
outweighed the loss of cash flow from discontinued and sold operations as well
as the higher net financing costs.

   Capital expenditures totaled A$306.4 million, a reduction of 8 percent
mainly due to lower expenditure on development projects including Kasese,
Yamfo-Sefwi and Perama Hill as well as a significant reduction in expenditure
on investments.

   Net proceeds from the sale of investments of A$130.3 million mainly
comprised A$49.5 million proceeds on sale of BRGM Perou/Mine Or, A$19.4 million
on sale of New Hampton Goldfields shares and A$7 million proceeds on sale of
Normandy Tennant Creek Pty Ltd.

   Inflows from businesses acquired relate to cash balances held by AMC and
Midas at the time of acquisition and net proceeds received on sale of
businesses principally represent the Group's investments in Larvik Pigment
(Asia Pacific), Sdn Bhd, Larvik Pigment (Australia) Ltd and Larvik Pigment
(Norway) AS.

   Net repayment of borrowings of A$302.4 million reflects the full payment and
cancellation of the A$285 million syndicated Yandal acquisition facility and
scheduled repayments relating to the Kasese project facility.

   Dividends of A$95.2 million were paid, comprising the 2000 final dividend
and 2001 interim dividend of Normandy Mining Limited, Normandy Mt Leyshon
Limited and Normandy NFM Limited to outside shareholders.

   Proceeds from issue of shares of A$93.8 million relate principally to the
cash portion of the Franco-Nevada transaction.

   In summary, cash and bullion increased by A$98.1 million to A$344.8 million
at year end.

FINANCIAL POSITION

   Total assets increased by A$220 million mainly as a result of the
acquisition of the Midas property following the transaction with Franco-Nevada.
Development properties increased by A$189 million reflecting the AMC
consolidation, partly offset by the write down of the Kasese project.
Investments decreased due to the consolidation of AMC which was previously
equity accounted and the sale of Mine Or and BRGM Perou as part

                                     B-10



of the Peruvian assets settlement. Investments now comprise only the 49.9
percent interest in TVX Normandy Americas.

   Total liabilities decreased by A$192 million mainly as a result of A$303
million debt repayments during the year, offset by consolidation of AMC debt.
Interest bearing liabilities at year end comprise A$200 million drawn under a
A$650 million syndicated corporate facility, US$300 million Notes issued in
April 1998 (non-recourse to Normandy), US$250 million Notes issued in July
1998, and project financing relating to the Kasese (US$50.7 million), Ovacik
(US$40 million) and AMC (A$39 million) projects.

   Equity increased by A$412 million, reflecting the 446.1 million shares
issued to Franco-Nevada and increased outside equity interests recognised on
consolidation of AMC, offset by current year losses and dividends paid.

   The Group's overall gearing decreased from 57 percent to 40 percent due to
the combined effect of lower net debt and the share issue to Franco-Nevada.

                                     B-11



                            NORMANDY MINING LIMITED

                       STATEMENTS OF FINANCIAL POSITION
                        FOR THE YEAR ENDED 30 JUNE 2001



                                                                         CONVENIENCE
                                                                         TRANSLATION
                                                                        CONSOLIDATED      CONSOLIDATED
                                                                       --------------  -----------------
                                                                 NOTES  2000    2001     2001     2000
                                                                 ----- ------  ------  --------  -------
                                                                        US$M    US$M     A$M      A$M
                                                                                  
Sales Revenue...................................................   2    794.2   782.1   1,543.7  1,323.6
Cost of production..............................................       (586.6) (610.2) (1,204.5)  (977.6)
                                                                       ------  ------  --------  -------
GROSS PROFIT....................................................        207.6   171.9     339.2    346.0
                                                                       ------  ------  --------  -------
Other revenue from ordinary activities..........................   2     15.1    14.3      28.2     25.2
Proceeds on sale of assets......................................   2    127.8    77.4     152.9    213.0
Book value of assets sold.......................................       (102.3)  (59.2)   (116.9)  (170.6)
Share of net profit/(loss) of associates and joint ventures
  accounted for using the equity method.........................         12.1    (2.4)     (4.8)    20.1
Exploration and evaluation expenses.............................  14
   Current year.................................................        (28.0)  (29.4)    (58.1)   (46.6)
   Previously capitalized.......................................   4       --   (15.7)    (31.0)      --
Administration expenses.........................................        (36.2)  (32.7)    (64.6)   (60.4)
Borrowing costs.................................................        (40.0)  (56.8)   (112.0)   (66.7)
Net write off of non-current assets.............................
   Previously capitalized.......................................   4   (309.2) (111.1)   (220.0)  (515.3)
Other income/(expenses) from ordinary activities................        (18.1)   (8.4)    (15.9)   (30.1)
                                                                       ------  ------  --------  -------
PROFIT/(LOSS) FROM ORDINARY ACTIVITIES..........................                         (103.0)  (285.4)
                                                                       (171.2)  (52.1)
Income tax expense relating to ordinary activities..............   5    (22.4)  (10.3)    (20.4)   (37.3)
                                                                       ------  ------  --------  -------
Profit/(loss) from ordinary activities after related income tax
  expense.......................................................       (193.6)  (62.4)   (123.4)  (322.7)
Net profit/(loss) attributable to outside equity interests......         24.2   (15.8)    (31.2)    40.4
                                                                       ------  ------  --------  -------
Net profit/(loss) attributable to members of the
  parent entity.................................................       (169.4)  (78.2)   (154.6)  (282.3)
                                                                       ------  ------  --------  -------
Increase/(decrease) in foreign currency translation reserve
  arising on translation of self-sustaining foreign
  operations....................................................  23     10.2    14.4      28.3     17.0
                                                                       ------  ------  --------  -------
Total revenue, expense and valuation adjustments attributable to
  members of the parent entity recognised directly in equity....         10.2    14.4      28.3     17.0
                                                                       ------  ------  --------  -------
Total changes in equity other than those resulting from
  transactions with owners as owners............................       (159.2)  (63.8)   (126.3)  (265.3)
                                                                       ------  ------  --------  -------
Earnings per share
   Basic (cents per share)......................................  22     (9.7)   (4.3)     (8.6)   (16.2)
                                                                       ------  ------  --------  -------


  The above Statements of Financial Performance should be read in conjunction
                         with the accompanying notes.


                                     B-12



                            NORMANDY MINING LIMITED

                 STATEMENTS OF FINANCIAL POSITION--(CONTINUED)
                        FOR THE YEAR ENDED 30 JUNE 2001



                                                           CONVENIENCE
                                                           TRANSLATION
                                                          CONSOLIDATED      CONSOLIDATED
                                                        ----------------  ----------------
                                                  NOTES  2000     2001     2001     2000
                                                  ----- -------  -------  -------  -------
                                                         US$M     US$M     A$M      A$M
                                                                    
CURRENT ASSETS
Cash assets......................................   7     147.2    174.7    344.8    245.4
Receivables......................................   8      74.4     62.6    123.7    124.0
Inventories......................................   9      77.8     85.9    169.5    129.6
Other financial assets...........................  12      29.8     10.8     21.3     49.6
Other............................................  17      74.1     71.2    140.6    123.5
                                                        -------  -------  -------  -------
TOTAL CURRENT ASSETS.............................         403.3    405.2    799.9    672.1
                                                        -------  -------  -------  -------
NON-CURRENT ASSETS
Receivables......................................   8      16.4      5.7     11.2     27.3
Tax assets.......................................  10      51.8     51.8    102.3     86.4
Investments accounted for using the equity method  11     268.1    123.6    244.0    446.8
Other financial assets...........................  12     163.0     71.4    141.0    271.7
Development properties...........................  13     186.4    253.0    499.5    310.7
Exploration and evaluation expenditure...........  14     105.1     76.8    151.7    175.1
Property, plant and equipment....................  15     842.2    886.6  1,750.0  1,403.6
Intangible assets................................  16      28.5     22.4     44.2     47.5
Other............................................  17     111.0     52.2    102.7    185.0
                                                        -------  -------  -------  -------
TOTAL NON-CURRENT ASSETS.........................       1,772.5  1,543.5  3,046.6  2,954.1
                                                        -------  -------  -------  -------
TOTAL ASSETS.....................................       2,175.8  1,948.7  3,846.5  3,626.2
                                                        -------  -------  -------  -------
CURRENT LIABILITIES
Payables.........................................          97.4    126.5    249.8    162.4
Interest bearing liabilities.....................  18      66.7     57.8    114.0    111.1
Provisions.......................................  19     133.5    109.9    216.8    222.4
Tax liabilities..................................  20      16.4     11.0     21.8     27.4
                                                        -------  -------  -------  -------
TOTAL CURRENT LIABILITIES........................         314.0    305.2    602.4    523.3
                                                        -------  -------  -------  -------
NON-CURRENT LIABILITIES
Interest bearing liabilities.....................  18     863.2    598.7  1,181.8  1,438.6
Provisions.......................................  19     241.0    136.2    268.9    401.7
Tax liabilities..................................  20     113.6    129.2    255.0    189.3
Other............................................  21      52.4     71.1    140.4     87.3
                                                        -------  -------  -------  -------
TOTAL NON-CURRENT LIABILITIES....................       1,270.2    935.2  1,846.1  2,116.9
                                                        -------  -------  -------  -------
TOTAL LIABILITIES................................       1,584.2  1,240.4  2,448.5  2,640.2
                                                        -------  -------  -------  -------
NET ASSETS.......................................         591.6    708.3  1,398.0    986.0
                                                        -------  -------  -------  -------
EQUITY
Contributed equity...............................  22     693.3    807.5  1,593.9  1,155.5
Reserves.........................................  23      27.0     36.2     71.4     45.0
Retained profits/(accumulated losses)............  23    (151.1)  (220.2)  (434.8)  (251.9)
                                                        -------  -------  -------  -------
EQUITY ATTRIBUTABLE TO MEMBERS OF NORMANDY MINING
  LIMITED........................................         569.2    623.5  1,230.5    948.6
Outside equity interests in controlled entities..  24      22.4     84.8    167.5     37.4
                                                        -------  -------  -------  -------
TOTAL EQUITY.....................................  25     591.6    708.3  1,398.0    986.0
                                                        =======  =======  =======  =======


  The above Statements of Financial Performance should be read in conjunction
                         with the accompanying notes.

                                     B-13



                            NORMANDY MINING LIMITED

                           STATEMENTS OF CASH FLOWS
                        FOR THE YEAR ENDED 30 JUNE 2001



                                                                  CONVENIENCE
                                                                  TRANSLATION
                                                                 CONSOLIDATED      CONSOLIDATED
                                                                --------------  ------------------
                                                         NOTES   2000    2001     2001      2000
                                                         -----  ------  ------  --------  --------
                                                                 US$M    US$M     A$M       A$M
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from sales.....................................         781.6   798.7   1,576.6   1,302.7
Payments to suppliers and employees.....................        (630.6) (601.3) (1,186.9) (1,051.0)
Interest received.......................................          16.6    11.4      22.5      27.7
Dividends received......................................          11.6    21.6      42.6      19.3
Other receipts..........................................           8.2      --        --      13.6
Income tax pai