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
[THE NEWMONT GOLD STANDARD GRAPHIC]
A TIME FOR GOLD
Wayne W. Murdy, Chairman & CEO
Pierre Lassonde, President
BMO Nesbitt Burns
Global Natural Resources Conference
Bonita Springs, FL, February 26, 2002
THE NEW NEWMONT
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|STRATEGY|
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- Operating excellence focusing on large mining districts
- Cost reduction, district rationalization and synergy realization
- Rationalization and optimization of vast asset portfolio
- Exploration and development efforts to take advantage of large land
position
- "No hedging" philosophy
- Growth of premier royalty income stream
- Continued excellence in environment management, community development
and employee safety
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|FUTURE|
------
- Generate superior returns for shareholders
- Further improve a low net debt/capitalization level
1
THE NEW GOLD STANDARD
LEVERAGE
TO RISING [Graphic of gold bars]
GOLD PRICE
^ Largest non-hedged gold producer
| provides shareholders most leverage to gold
|
| Development projects add upside potential
|
| Merchant banking wealth creation
|
| World class core properties with
| low cash costs and high cash flows
|
| Royalty cash flow as natural hedge against low gold
| price
|
| Strong balance sheet
v
STABILITY AT
LOWER GOLD PRICES
2
# 1 IN RESERVES
[Bar Graph depicting Reserves in Million ozs., with the following data:
[U.S. Flag] Newmont PF(1) = 90
[Canadian Flag] Barrick/Homestake = 82
[South African Flag] Gold Fields(2) = 79
[South African Flag] AngloGold(3) = 68
[Canadian Flag] Placer Dome = 45]
Source: Most recent public filings
(1) Includes reserves of 59.6 mm oz. for Newmont, 26.4 mm oz. for Normandy, 2.0
mm oz. of equivalent reserves for Franco-Nevada and 1.9 mm oz. of reserves
to reflect Franco-Nevada's 49% ownership of Echo Bay
(2) SEC Filing of November 9, 2001
(3) AngloGold reserves assume sale of Free State assets
3
# 1 IN PRODUCTION
[Bar graph depicting 2001 production in million ozs., with the following data:
[U.S. Flag] Newmont PF(1) = 8.2
[Canadian Flag] Barrick/Homestake(2) = 6.1
[South African Flag] AngloGold = 5.8
[South African Flag] Gold Fields(3) = 3.6
[Canadian Flag] Placer Dome = 2.8]
Source: most recent public filings
(1) Pro forma for the acquisitions, Newmont will account for approximately 9% of
global gold production (Gold Fields Mineral Services)
(2) Newmont includes production attributable to Franco-Nevada's share of Echo
Bay
(3) AngloGold reserves assume sale of Free State assets
4
OVER 60% OF RESERVES AND
70% OF PRODUCTION WILL BE IN COUNTRIES RATED AAA(1) BY S&P
[Pie chart depicting the following information:
RESERVES (2) (90 MM OZS)
Other: 15%
South America: 24%
[Australian Flag]: 19%
[American Flag/Canadian Flag]: 42%]
[Pie chart depicting the following information:
PRODUCTION (2) (~8 MM OZS ANNUALLY)
Other: 13%
South America: 16%
[Australian Flag]: 25%
[American Flag/Canadian Flag]: 46%]
Source: Public filings
(1) S&P local currency credit rating
(2) Reserves and production attributable to Newmont, Normandy and Franco-Nevada,
including Franco-Nevada's stake in Echo Bay (assuming conversion of capital
securities) and approximately 2 MM ounces of reserves attributable to
Franco-Nevada's royalty interests
5
#1 IN EBITDA
NOT VULNERABLE TO DROP IN HEDGING CASH FLOW OR POTENTIAL HEDGING LOSSES
[Bar graph entitled "Last twelve months EBITDA" depicting the following
information in US$ millions:
[U.S. Flag] Newmont PF = 847 --- 859
[South African Flag] AngloGold(1) = 466 --- 722
[Canadian Flag] Barrick/Homestake = 433 --- 722
[Canadian Flag] Placer Dome = 276 --- 427
[South African Flag] Gold Fields = 279 --- 279
Hedge Gain(2) ]
Source: Public filings; EBITDA defined as revenue less: cost of sale
(excluding DD&A), SG&A, exploration and research and other operating
expenses; Franco-Nevada revenue includes interest income
(1) AngloGold EBITDA includes Free State (approximately $55MM), EBITDA
excluding Free State is approximately $667MM
(2) Hedge gain = Last twelve months production multiplied by the result of last
twelve months realized gold price less last twelve months average spot gold
price.
6
STRONG BALANCE SHEET & FINANCIAL FLEXIBILITY
[Bar graph depicting the following information:
NEWMONT NET DEBT/TOTAL CAPITALIZATION
Pro forma: 24%
1-year goal: <20%
Longer-term goal: <10%]
7
INDUSTRY'S MOST
ATTRACTIVE ASSET PORTFOLIO
[World map marked to show the following combined gold interests:
Core Operations:
Midas, Nevada
Carlin, Nevada
Phoenix, Nevada
Lone Tree, Nevada
Twin CreekS, Nevada
Yanacocha
Tanami
Yandal
Boddington
Kalgoorlie
Batu Hijau
Strategic Operations:
Yamfo-Sefwi
Akim
Zarafshan
Martabe
Martha
Pajingo/Vera-Nancy
Others:
New Britannia
Musslewhite
Holloway
Golden Giant
Mesquite
La Herradura
Kori Kollo
La Coipa
Crixas
Paracatu
Ovacik
Minahasa
Australian Magnesium Corporation]
MAJOR DISTRICT RESERVE BASE:
NEVADA 32.2mm oz.
YANACOCHA 18.2mm oz.
WESTERN AUSTRALIA 14.0mm oz.
TANAMI 2.5mm oz.
BATU HIJAU 6.1mm oz.
----------
TOTAL 73.3mm oz.
~80% of reserves
LARGEST GLOBAL LAND POSITION = 94,000 SQ. MILES/244,000 SQ. KM
8
TRANSACTION UPDATE
TO COMBINING 3 STRONG COMPANIES
[NEWMONT MINING CORPORATION LOGO]
[FRANCO-NEVADA MINING CORPORATION LOGO]
[NORMANDY MINING LIMITED LOGO]
[GRAPHIC OF 3 GOLD COINS]
More than 66% acceptance by Normandy holders Feb 15
Closed Franco-Nevada; Arrangement effective Feb 16
Newmont representatives constitute majority of Normandy board Feb 20
Bid for Normandy due to expire Feb 26
Compulsory Acquisition TBD
9
FUNDAMENTALS OF GOLD PRICE VERY POSITIVE
S&P 500 Index/Gold Price (1871-2001)
- Mine output
set to fall
[Line Graph depicting Index (US$/oz.)
over time from 1970-2000] - Producer hedging
is decreasing
- US$ over valued
10
WHY GOLD IS GOING UP
SUPPLY IS DECREASING
REDUCED HEDGING AND SHORT SALES COMBINE WITH FLAT MINE PRODUCTION AND
STABLE CENTRAL BANK SALES, RESULTING IN REDUCED GOLD SUPPLY
[Bar Graph depicting Total supply measured in Tonnes of Gold (taken from Mine
production, Old gold scrap, Implied net disinvestment, Official sector sales and
Net producer hedging) between 1997 and 2001E, including the following data:
1997 = 4,234
1998 = 4,106
1999 = 4,154
2000 = 3,970
2001E = 3,845]
Source: GFMS data
11
WHY GOLD IS GOING UP
PRODUCER HEDGING IS DECREASING
PRODUCERS HAVE BEEN NET BUYERS OF GOLD IN 2000 AND 2001
[Bar Graph depicting Net producer hedging measured in Tonnes of gold between
1992 and 2001E, including the following data:
1992 = 135
1993 = 142
1994 = 105
1995 = 475
1996 = 142
1997 = 504
1998 = 97
1999 = 506
2000 = (15)
2001E = (101)]
Source: GFMS data
12
THE LEVITATING GREENBACK
U.S. DOLLAR AGAINST ALL OTHER WORLD CURRENCIES
(NBF TRADE-WEIGHTED INDEX*)
[Line Graph depicting the fluctuation of the USD from 1984 through 2002, as a
means to demonstrate its current strength]
The USD is now stronger than at its late 1985 peak
It is up nearly 8% from a year ago
Source: NBF Economic Research
*Measured against 30 other currencies
13
WHY GOLD IS GOING UP
4-YEAR GOLD PRICE PERFORMANCE
[Line Graph depicting fluctuation of US$ Gold Spot between 1998 and 2001]
[Line Graph depicting fluctuation of Euro Gold Spot between 1998 and 2001]
[Line Graph depicting fluctuation of Rand Gold Spot between 1998 and 2001]
[Line Graph depicting fluctuation of Yen Gold Spot between 1998 and 2001]
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THE NEW INDUSTRY LEADER
[Graph]
2001 production (MM oz.) v.
Enterprise value (US$ millions) (3)
(Size of circles proportionate to reported gold reserves)
2001 Production Enterprise Value
Gold Fields [Medium Circle] ~3.0-4.5 ~4,000-5,000
Placer Dome [Small Circle] ~2.0-3.0 ~4,000-5,000
AngloGold (2) [Medium Circle] ~5.0-6.5 ~6,000-7,000
Barrick/Homestake [Medium Circle] ~5.0-7.0 ~9,500-10,500
Newmont PF (1) [Large Circle] ~7.0-9.0 ~10,500-11,500
Others [random dots] < 2.0 < 2,000
- LEADING NON-HEDGING PRODUCER
- ONLY SUBSTANTIAL USA GOLD COMPANY
Source: Public filings; market data as of February 15, 2002
(1) Includes production attributable to Franco-Nevada's share of Echo Bay
(2) AngloGold's reserves assume sale of Free State assets
(3) Enterprise value represents market capitalization plus net debt, minority
interests and preferred stock
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THE "GO TO" NON-HEDGING GOLD STOCK
[Pie chart depicting the following information:
TOTAL COMBINED MARKET CAPITALIZATION (US$41 BILLION)
Hedgers: US$23 billion
New Newmont: 20%
Non-hedgers: US$18 billion
Other Non-hedgers: 24%]
New Newmont will constitute 45% of the total
market capitalization of all non-hedgers
Source: NBF Economic Research
16
LEVERAGE TO GOLD
ESTIMATED INCREASE IN ANNUAL PRE-TAX CASH FLOW
FROM US$25 INCREASE IN GOLD PRICE (1) (2)
[Bar Graph depicting the estimated increase in annual pre-tax cash flow in
US$ millions, with the following data:
(Further upside as new Newmont
unwinds Normandy's hedge book)
[U.S. Flag] Newmont PF = 162---------->196
[South African Flag] Gold Fields = 90
[Canadian Flag] Placer Dome = 36
[Canadian Flag] Barrick/Homestake = 25
[South African Flag] AngloGold (3) = 8
Based on analysis of public filings
(1) US$25 per ounce multiplied by unhedged 2001E production
(2) Newmont includes pre-tax cash flow from Normandy and Franco-Nevada.
Assumes a gold price increase from US$275 per ounce to US$300 per ounce
(3) Pro forma for the sale of Free State assets; assumes no adjustment to hedge
book
17
OPTION VALUE FOR RISING GOLD PRICES
[World map marked to show the following combined gold interests:
Core Operations:
Midas, Nevada
Carlin, Nevada
Phoenix, Nevada
Lone Tree, Nevada
Twin CreekS, Nevada
Yanacocha
Tanami
Yandal
Boddington
Kalgoorlie
Batu Hijau
Strategic Operations:
Yamfo-Sefwi
Akim
Zarafshan
Martabe
Martha
Pajingo/Vera-Nancy
Others:
New Britannia
Musslewhite
Holloway
Golden Giant
Mesquite
La Herradura
Kori Kollo
La Coipa
Crixas
Paracatu
Ovacik
Minahasa
Australian Magnesium Corporation]
NEVADA, ~15mm oz of reserves
Leeville underground, 3mm oz
Twin Creeks South expansion, 2mm oz
Phoenix, 6mm oz
Gold Quarry South layback, 4mm oz
AKIM, Ghana
51.4 mm metric tons at 2.1g/t (0.06 opt)
YANACOCHA, Peru
Expansion beyond 2.5 mm oz annually
Exploration upside
Covered oxides
Copper/gold sulfides
YAMFO-SEFWI, Ghana
3.3mm oz in equity reserves
BODDINGTON, Australia
4.9mm oz in equity reserves
MARTABE, Indonesia
prefeasibility of Purnama deposit for heap leach]
18
THE NEW GOLD STANDARD
- Balance sheet strength
- Low cash costs
[Graphic of #1] - Balanced political risk
- Management strength
- "No hedging" philosophy
- U.S. domicile
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| LEVERAGE TO GOLD |
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| RESERVES |
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| GOLD PRODUCTION |
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------------------- [GRAPHIC OF CREDIT SUISSE
| TRADING LIQUIDITY | 10 oz GOLD BAR]
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| EBITDA |
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CAUTIONARY STATEMENT
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 presentation 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.
Newmont has completed its acquisition of Franco-Nevada. 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 presentation are subject to
various risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Newmont 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.
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