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
[FRANCO-NEVADA MINING CORPORATION LIMITED LOGO]
20 Eglinton Ave. West
Suite 1900, Box 2005
Toronto M4R 1K8
Canada
FRANCO-NEVADA
MINING CORPORATION LIMITED
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PRESS RELEASE
FOR IMMEDIATE RELEASE
January 30, 2002
4:30 PM
FRANCO-NEVADA SHAREHOLDERS APPROVE
ARRANGEMENT WITH NEWMONT
Franco-Nevada Mining Corporation Limited (TSE:FN) is pleased to announce that at
a special shareholders' meeting held today the shareholders approved the Plan of
Arrangement whereby Franco-Nevada shareholders will receive 0.80 of a share of
common stock of Newmont Mining Corporation (NYSE:NEM) or 0.80 of an Exchangeable
Share (each Share of which will be exchangeable for one share of common stock of
Newmont) for each common share of Franco-Nevada. The vote was 98.74% in favour.
The application for the final order of the Ontario Superior Court of Justice
approving the Plan of Arrangement will be heard on February 1, 2002. Letters of
transmittal previously mailed to shareholders are to be completed and returned
to Computershare Trust Company of Canada by 5:00 PM (Toronto time) on February
15, 2002. If instructions are not received, by default, the shareholders will
receive Newmont common stock.
Completion of the Arrangement is subject to certain conditions, including
approval of certain matters at a special meeting of Newmont shareholders
scheduled to be held on February 13, 2002 and acceptance of Newmont's bid for
Normandy Mining Limited (ASX:NDY) by holders of at least 50.1% of the ordinary
shares of Normandy (calculated on a fully diluted basis). Franco-Nevada's 19.8%
interest in Normandy has been committed to the Newmont bid and will be counted
toward this acceptance threshold.
Provided all remaining conditions are met or waived, it is currently anticipated
that the Franco-Nevada Plan of Arrangement will be effective on February 15,
2002 and the exchangeable shares will begin trading on the TSE within a few days
thereafter.
For further information, please contact:
Sharon E. Dowdall
Vice President, General Counsel & Secretary
Tel: 416-480-6491
HTTP://WWW.FRANCO-NEVADA.COM
IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties, has recommended
Newmont's offer to Normandy shareholders, Normandy has not provided unqualified
assistance to Newmont in making its offer. Among other things, Normandy has
refused to provide Newmont with certain financial information, and it has not
permitted its auditors to issue a consent in respect of financial information
relating to Normandy.
CAUTIONARY STATEMENT
This press release contains forward-looking information and statements about
Newmont Mining Corporation, Franco-Nevada Mining Corporation Limited, Normandy
Mining Limited and the combined company after completion of the transactions.
Forward-looking statements are statements that are not historical facts. These
statements include financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Forward-looking statements are generally identified by the
words "expects," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this press
release are subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Newmont, Franco-Nevada
and Normandy Mining, that could cause actual results to differ materially from
those expressed in, or implied or projected by, the forward-looking information
and statements. These risks and uncertainties include those discussed or
identified in the public filings with the U.S. Securities and Exchange
Commission made by Newmont and Normandy, and Franco-Nevada's filings with the
Ontario Securities Commission; risks and uncertainties with respect to the
parties' expectations regarding the timing, completion and accounting and tax
treatment of the transactions, the value of the transaction consideration,
production and development opportunities, conducting worldwide operations,
earnings accretion, cost savings, revenue enhancements, synergies and other
benefits anticipated from the transactions; and the effect of gold price and
foreign exchange rate fluctuations, and general economic conditions such as
changes in interest rates and the performance of the financial markets, changes
in domestic and foreign laws, regulations and taxes, changes in competition and
pricing environments, the occurrence of significant natural disasters, civil
unrest and general market and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining Corporation has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes an Offer Document) and a Proxy Statement/Prospectus
on Schedule 14A. Investors and security holders are advised to read the Offer
Document and the Proxy Statement/Prospectus, which were mailed beginning on
January 11, 2002, because they contain important information. Investors and
security holders may obtain free copies of the Offer Document and the Proxy
Statement/Prospectus and other documents filed by Newmont with the Commission at
the Commission's web site at http://www.sec.gov. Free copies of the Offer
Document and the Proxy Statement/Prospectus 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.