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
FRANCO-NEVADA Canada
MINING CORPORATION LIMITED
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PRESS RELEASE
FOR IMMEDIATE RELEASE
February 15, 2002
ALL CONDITIONS SATISFIED FOR FRANCO-NEVADA AND NEWMONT PLAN OF ARRANGEMENT
EXCHANGEABLE SHARES BEGIN TRADING ON THE TSE ON FEBRUARY 20TH.
Franco-Nevada Mining Corporation Limited (TSE:FN) is pleased to announce that
the remaining key conditions have been successfully satisfied to complete the
Plan of Arrangement with Newmont Mining Corporation (NYSE:NEM). On February
13th, a special meeting of Newmont shareholders approved the necessary
resolutions for the Arrangement. Today, Newmont reported it has acquired
relevant interests in more than 50.1% of the shares of Normandy Mining Limited
and has declared its takeover offer for Normandy free of all other outstanding
conditions. The Plan of Arrangement is now expected to be effective on February
16th.
Franco-Nevada shareholders will receive 0.80 of a share of common stock of
Newmont or, if the shareholder so elected, 0.80 of an Exchangeable Share (each
Share of which will be exchangeable at any time for one share of common stock of
Newmont) for each common share of Franco-Nevada.
Franco-Nevada's common shares will cease trading on the Toronto Stock Exchange
(TSE) at the close of trading on Tuesday, February 19th. At the start of trading
on Wednesday, February 20th, the Exchangeable Shares will begin trading on the
TSE in Canadian dollars under the symbol "NMC".
Registered shareholders are reminded that they have until 5 pm (Toronto time)
today to advise Computershare whether they wish to elect to receive Exchangeable
Shares. In the absence of instructions, shareholders will receive Newmont common
shares.
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For further information, please contact:
Sharon E Dowdall 416-480-6491
Vice President, General Counsel & Secretary
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.