Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The following contains forward-looking information and
statements about Newmont Mining Corporation, Franco-Nevada Mining Corporation
Limited, Normandy Mining Limited and the combined company after completion of
the transactions that are intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. These statements include financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Forward-looking statements are
generally identified by the words "expect," "anticipates," "believes,"
"intends," "estimates" and similar expressions. The forward-looking information
and statements in this press release are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Newmont, Franco-Nevada and Normandy Mining, that could cause actual
results to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public filings with
the U.S. Securities and Exchange Commission made by Newmont and Normandy, and
Franco-Nevada's filings with the Ontario Securities Commission; risks and
uncertainties with respect to the parties' expectations regarding the timing,
completion and accounting and tax treatment of the transactions, the value of
the transaction consideration, production and development opportunities,
conducting worldwide operations, earnings accretion, cost savings, revenue
enhancements, synergies and other benefits anticipated from the transactions;
and the effect of gold price and foreign exchange rate fluctuations, and general
economic conditions such as changes in interest rates and the performance of the
financial markets, changes in domestic and foreign laws, regulations and taxes,
changes in competition and pricing environments, the occurrence of significant
natural disasters, civil unrest and general market and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining
Corporation will file a proxy statement and a registration statement with a
prospectus with the U.S. Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies the proxy statement and
the prospectus (when available) and other documents filed by Newmont with the
Commission at the Commission's web site at http://www.sec.gov. Free copies of
the proxy statement and the prospectus, once available, and other filings made
by Newmont or Normandy with the Commission, may also be obtained from Newmont.
Free copies of Newmont's and Normandy's filings may be obtained by directing a
request to Newmont Mining Corporation, Attn: Investor Relations, 1700 Lincoln
Street, Denver, Colorado 80203, Telephone: (303) 863-7414. Copies of
Franco-Nevada's filings may be obtained at http://www.sedar.com.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive
officers and other members of its management and employees may be soliciting
proxies from its stockholders in connection with the transactions. Information
concerning Newmont's participants in the solicitation is set forth in Newmont's
Current Report on Form 8-K filed with the Commission on November 14, 2001, as
amended.
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ATTENTION NORMANDY MINING LIMITED
SHAREHOLDERS
NEWMONT'S
OFFER
IS THE
BEST CHOICE
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NEWMONT IS NOW OFFERING 3.85 NEWMONT SHARES PLUS A$40.00
CASH PER 100 NORMANDY SHARES.
This offer values your Normandy shares at $1.90* and represents:
* a 5% premium to the AngloGold offer
* a 73% premium to the Normandy price immediately prior to
AngloGold's initial offer
SUBJECT TO ITS FIDUCIARY DUTIES, THE NORMANDY
BOARD HAS AGREED TO RECOMMEND THAT YOU
ACCEPT THE NEWMONT OFFER AND THEREFORE
REJECT THE ANGLOGOLD OFFER
NEWMONT WILL LAUNCH ITS OFFER AS SOON AS POSSIBLE.
IN THE MEANTIME, DO NOT ACCEPT
ANGLOGOLD'S INFERIOR OFFER
* Based on closing prices on 18 December 2001.
Shareholders are urged to obtain updated quotes on the Normandy, Newmont and
AngloGold shares.
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NEWMONT
If you have any questions,
please call the Newmont information line:
1800 507 507