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 NEWMONT MINING CORPORATION 1700 Lincoln Street Denver, Colorado 80203 (303)863-7414 [NEWMONT MINING CORPORATION LOGO] [FRANCO-NEVADA MINING CORPORATION LTD. LOGO] [NORMANDY MINING LIMITED LOGO] JANUARY 25,2002 To Our Shareholders: On February 13, 2002, we will be gathering in Denver at a Special Meeting of shareholders to consider Newmont's acquisitions of Normandy Mining Limited and Franco-Nevada Mining Corporation Limited. As you will have seen in the proxy materials that we mailed to you earlier this month, this is a unique opportunity that we believe will result in the creation of the world's premier gold company. THE BOARD OF DIRECTORS OF NEWMONT RECOMMENDS STRONGLY THAT YOU VOTE FOR THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING TO ENABLE US TO MOVE THIS INITIATIVE FORWARD. We would like to share with you some thoughts about this opportunity and what it means for Newmont and for you, as shareholders of Newmont. Traditionally, the gold industry has grown mine-by-mine as exploration efforts identified economic resources. Those mines, in turn, have grown with improved recovery technology. This process has resulted in an industry that is fragmented and, to some degree, inefficient. Other natural resource industries - oil and gas, copper, aluminum and nickel - also shared these characteristics. They have, however, more recently pursued a process of rationalization through industry-wide consolidation. We believe that similar consolidation will benefit participants in the gold industry and, in particular, those who have the initiative and capacity to lead that process. We believe that Newmont can, and should, be that leader. The integration of Normandy and Franco-Nevada into Newmont's existing operations is the responsible answer for the gold market and the right thing to do for Newmont and its shareholders. As illustrated in the accompanying Fact Sheet, each of Newmont, Normandy and Franco-Nevada has significant strengths in its own right. We believe that the case for combining those strengths in Newmont is overwhelming. Upon completion of these acquisitions, Newmont will: - have the largest reserve base and highest annual production of gold in the world; - be one of the best capitalized gold companies (a net-debt to total-capitalization ratio of approximately 24%), with the financial strength to develop attractive projects and to significantly reduce debt over time, even at current gold prices; - operate a diversified portfolio of world-class operations with balanced political risk (60 percent of reserves and 70 percent of production in politically stable countries in North America and Australia); - offer investors the most leverage to a rising gold price of any major producer; - have the ability to optimize the company's asset portfolio; - benefit from consistent cash flow (even in a low gold price environment) generated by the high margin royalty and investment business of Franco-Nevada, which will continue to operate as a division of the combined company; and - have a strong, seasoned management team and committed employees to deliver shareholder value through global exploration, development and operation, merchant banking and merger integration. We intend to build upon this platform by: - striving to reduce our total cash costs so as to be in the lowest quartile in the industry; - concentrating on large mining districts, such as Nevada, Peru and Western Australia; - developing a pipeline of new projects as gold demand warrants; - rationalizing operations with neighboring gold producers; - reducing the net-debt to total-capitalization ratio to less than 20 percent over the first year, with a goal of less than 10 percent over the longer term; - selling or otherwise disposing of non-core assets; and - applying Franco-Nevada's demonstrated merchant banking expertise to our enhanced base of operations. We intend to continue to pursue our no-hedging philosophy and expect to continue to offer investors the most leverage to a rising gold price of all major gold companies. We also intend to opportunistically unwind Normandy's hedge book as market circumstances permit. After that process is completed, we anticipate that Newmont will generate nearly $200 million in incremental annual pre-tax cash flow from a $25 per ounce increase in the gold price - nearly eight times the leverage of our largest North American competitor. If the gold price declines, the company should be buffered by the steady stream of royalty income generated by Franco-Nevada. Although we will be the world's largest gold producer, we are not driven by size but rather by a focus on generating superior returns for our shareholders. We are committed to gold and believe in its intrinsic long-term value and relevance to a balanced investment portfolio. In that context, I will be especially pleased to welcome Pierre Lassonde as Newmont's new President upon the closing of our transactions. A co-founder and Co-Chief Executive Officer of Franco-Nevada, Pierre is one of the world's foremost authorities on gold investing and has a proven track record of delivering shareholder value. I am also pleased that Pierre, his Co-Chief Executive Officer Seymour Schulich, and Normandy's Chairman and Chief Executive Officer Robert Champion de Crespigny, will be bringing their combined talents to our Board of Directors. If you have not already done so, I ask that you please promptly vote your proxy by phone, internet or mail. We are extremely excited about the future prospects for Newmont and look forward to your continuing support as we move forward. Sincerely, /s/ Wayne W. Murdy Wayne W. Murdy Chairman, President and Chief Executive Officer 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 letter 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 letter 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. [NEWMONT MINING CORPORATION LOGO] [FRANCO-NEVADA MINING CORPORATION LIMITED LOGO] [NORMANDY MINING LIMITED LOGO] [graphic of gold coins in the background] NEWMONT + NORMANDY + FRANCO-NEVADA = NEW NEWMONT THE NEW GOLD STANDARD FOR THE 21ST CENTURY Newmont Mining Corporation proposes to acquire Normandy Mining Limited and Franco-Nevada Mining Corporation Limited to create the world's largest gold producer. The new company will be: o #1 in gold production (8.2 million ounces in 2001); o #1 in reserves (97 million ounces); and o #1 in EBITDA. New Newmont will provide investors a clear choice premised on a belief in gold's intrinsic, long-term value and its relevance to a balanced portfolio. New Newmont will have: o The most leverage to a rising gold price (least hedged of major producers); o A strong balance sheet (a net-debt to net-book capital ratio of 24%); o Low political and socio-economic risk (approximately 70% of production in North America and Australia); and o Superior trading liquidity (approximately US$62 million in average daily trading volume in major global markets based on combined historical trading performance). New Newmont will combine unparalleled managerial capabilities with these operating strengths: o Low cash cost of approximately US$175 per ounce of gold produced; o 22 mines on five continents; o Premier land positions in world-class gold districts plus a portfolio of promising development and exploration projects; o Steady stream of royalty income backed by unique merchant banking expertise; and o Demonstrated commitment to environmental quality and socio-economic development. THE TRANSACTIONS CONSOLIDATE THESE STRONG COMPANY ATTRIBUTES -------------------------------------------------------------------------------------------------------------------------- NEWMONT (U.S.) NORMANDY (AUSTRALIA) FRANCO-NEVADA (CANADA) o Largest gold producer in both o Australia's largest gold producer o Leading precious minerals royalty North and South America o Additional operations in U.S., Europe, company with interests in major gold, o Discoveries resulted in Carlin Trend Africa and South America platinum and diamond mines in Nevada and Yanacocha District o Recognized exploration and o History of superior returns to in Peru development capabilities investors o Global operating capabilities with o Portfolio of promising development o Strategic focus and merchant banking operations in Uzbekistan and projects skills Indonesia o Leader in environmental protection o Strong balance sheet with no debt o Recognized R&D leader in and sustainability exploration and metal extraction -------------------------------------------------------------------------------------------------------------------------- TERMS OF THE TRANSACTIONS -------------------------------------------------------------------------------- NORMANDY TRANSACTION FRANCO-NEVADA TRANSACTION o 0.0385 of a Newmont common share o 0.8 of a Newmont common share, or per Normandy ordinary share (to be Canadian exchangeable share, per tradeable in Australia), plus Franco-Nevada common share A$0.50 per ordinary share cash o Implied price of C$28.36 on November payment 13, the day prior to announcement o Implied offer price per share of of the transaction* A$1.94 based on closing stock prices o Exchange for Newmont shares intended and the A$ exchange rate on to be tax-free January 2, the day prior to the o Exchangeable shares to trade on announcement of the transaction* Toronto Stock Exchange o 50.1% minimum acceptance condition, o Exchangeable shares intended to be including 19.9% owned by Canadian property Franco-Nevada o No capital gains tax for scrip, provided 80% of shares accepted Normandy shareholders initially to Franco-Nevada shareholders initially to own approximately 18% of New Newmont own approximately 32% of New Newmont *Will vary depending on current market price. Shareholders should obtain updated quotes on Newmont share price -------------------------------------------------------------------------------- NEW NEWMONT SNAPSHOT Last twelve months ended Sept. 30, 2001. Dollars are US in millions unless indicated otherwise. (1) Newmont Normandy Franco-Nevada NEW NEWMONT -------------------------------------------------------------------------------------------------- Proven & probable gold reserves (mm oz) (2) 66 26 4 (3) 97 (3) Production (mm oz) 5.8 2.4 0.3 (3) 8.6 (3) Cash costs per oz $ 179 $ 160 $ 228 (3) $ 175 (3) Total costs per oz $ 209 $ 224 $ 291 (3) $ 217 (3) EBITDA (4) $ 573 $ 276 $ 123 $ 972 Cash $ 98 $ 193 $ 547 $ 288 (5) Debt $ 1,282 $ 672 $ 0 $ 2,068 (5) Net book capitalization (6) $ 2,874 $ 876 $ 428 $ 7,339 Diluted shares outstanding (mm) 197 2,238 160 394THE NEW NEWMONT FACT SHEET / PAGE 2 LEADERSHIP Wayne W. Murdy, Chairman, President and Chief Executive Officer of Newmont to be Chairman and CEO Pierre Lassonde, President and Co-Chief Executive of Franco-Nevada to be President BOARD OF DIRECTORS The Board of Directors of the New Newmont will have up to 17 members, including Mr. Lassonde and Seymour Schulich, Chairman and Co-Chief Executive Officer of Franco-Nevada. Robert Champion de Crespigny, Chairman and Chief Executive Officer of Normandy, and one other current Normandy director will be offered positions on the New Newmont Board of Directors. NEW NEWMONT GOLD INTERESTS [World map marked to show the following Normandy and Newmont gold interests: Core Operations: Midas, Nevada Carlin, Nevada Phoenix, Nevada Lone Tree, Nevada Twin Creeks, Nevada Yanacochoa Nevada Tanami Yandal Boddington Kalgoorlie Batu Hijau Strategic Operations: Yamfo-Sefwi Akim Martabe Zarafshan Pijingo/Vera-Nancy Martha Others: Mesquite La Herradura New Britannia Musselwhite Golden Giant Holloway La Coipa Kori Kollo Crixas Paracatu Ovacik Minahasa Australian Magnesium Corporation] LARGEST GLOBAL LAND POSITION TOTALING 94,000 SQ. MILES/244,000 SQ. KM. 3 MAJOR GOLD REGIONS OF NEVADA, PERU AND WESTERN AUSTRALIA = 69% OF RESERVES CORPORATE STOCK INFORMATION - PRINCIPAL MARKETS AND TRADING SYMBOLS Newmont: NYSE: NEM for the common stock and NEM Pr for the preferred stock Normandy: ASX: NDY Franco-Nevada: TSE: FN NEWMONT CORPORATE HEADQUARTERS 1700 Lincoln Street Denver, CO 80203 (303) 863-7414 1-800-810-6463 For more information about Newmont, please visit www.newmont.com. Please also visit www.normandy.com.au and www.franco-nevada.com. THE NEW NEWMONT FACT SHEET / PAGE 3 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 fact sheet 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 fact sheet 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 uncertain-ties 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. Jan. 23, 2002 THE NEW NEWMONT FACT SHEET / PAGE 4 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2, 3 AND 4. PLEASE MARK YOUR VOTES AS INDICATED IN [X] THIS EXAMPLE ITEM 1. Approval of the adoption of the FOR AGAINST ABSTAIN Agreement and Plan of Merger, [ ] [ ] [ ] dated as of January 8, 2002, by and among Newmont Mining Corporation, DeltaHoldco Corp. and Delta Acquisitionco Corp. ITEM 2. Approval of the amendment to the FOR AGAINST ABSTAIN Restated Certificate of [ ] [ ] [ ] Incorporation of Newmont Mining Corporation to increase the number of shares of common stock authorized. ITEM 3. Approval of the issuance of the FOR AGAINST ABSTAIN shares of common stock of Delta [ ] [ ] [ ] Holdco Corp. (to be renamed "Newmont Mining Corporation") or, in the event that the holding company restructuring contemplated by the merger agreement is not completed, shares of common stock of Newmont, to be issued pursuant to Newmont's proposed acquisitions of Normandy Mining Limited and Franco-Nevada Mining Corporation Limited. ITEM 4. Approval of the adjournment of FOR AGAINST ABSTAIN the Special Meeting, if necessary, [ ] [ ] [ ] to permit further solicitation of proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve the above proposals. The undersigned hereby authorizes the proxies, in their discretion, to vote on any other business which may be brought before the meeting or any adjournment thereof. By execution of this Proxy, the undersigned hereby authorizes such proxies or their substitutes to vote in their discretion on such business as may properly come before the Special Meeting. Proxies can only be given by holders of record of Newmont common stock on the Record Date. Please sign your name below exactly as it appears on your stock certificate(s) on the Record Date or on the label affixed hereto. When the shares of Newmont common stock are held of record by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by authorized person. The undersigned acknowledges receipt of the Notice of Special Meeting of Stockholders and of the Proxy Statement. SIGNATURE(TITLE,IF ANY)---------SIGNATURE(IF HELD JOINTLY)---------DATE-----2002 -------------------------------------------------------------------------------- /\ FOLD AND DETACH HERE /\ VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. --------------------------------------- INTERNET HTTP://WWW.EPROXY.COM/NEM Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. You will be prompted to enter your control number, located in the box below, to create and submit an electronic ballot. --------------------------------------- OR --------------------------------------- TELEPHONE 1-800-435-6710 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the directions given. --------------------------------------- OR --------------------------------------- MAIL Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. --------------------------------------- IF YOU SUBMIT YOUR PROXY BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD. PROXY NEWMONT MINING CORPORATION PROXY FOR SPECIAL MEETING OF STOCKHOLDERS February 13, 2002 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NEWMONT MINING CORPORATION The undersigned, a holder of record of shares of common stock, par value $1.60 per share, of Newmont Mining Corporation ("Newmont") at the close of business on January 4, 2002 (the "Record Date") hereby appoints Bruce D. Hansen, W. Durand Eppler and Britt D. Banks, and each or any of them, the proxy or proxies of the undersigned, with full power of substitution and revocation, to represent the undersigned and to vote all shares of the common stock of Newmont registered in the name of the undersigned, which the undersigned is entitled to vote at the Special Meeting of Stockholders of Newmont with respect to the proposals on the adoption of the agreement and plan of merger by and among Newmont and two of its subsidiaries relating to the holding company restructuring of Newmont, the amendment to the Restated Certificate of Incorporation of Newmont to increase the authorized number of shares of Newmont common stock, the issuance of the shares of Newmont common stock or the shares of the holding company's common stock in connection with the completion of the proposed acquisitions of Franco-Nevada Mining Corporation Limited, a Canadian corporation, and Normandy Mining Limited, an Australian corporation, the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies and on all other matters which may come before the Special Meeting of Stockholders of Newmont to be held on February 13, 2002 at 8:00 a.m., local time, at The Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado, or any adjournment or postponement thereof. PLEASE VOTE ON ANY ITEM AS INDICATED ON THE REVERSE SIDE. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, PLEASE SIGN THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED. (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE) -------------------------------------------------------------------------------- /\ FOLD AND DETACH HERE /\ YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF THREE WAYS: 1. Mark, sign and date your proxy card and return it promptly in the enclosed envelope. OR -- 2. Call TOLL FREE 1-800-435-6710 on a Touch Tone telephone and follow the instructions on the reverse side. There is NO CHARGE to you for this call. OR -- 3. Vote by Internet at our Internet Address: http://www.eproxy.com/nem PLEASE VOTE NEWMONT MINING CORPORATION SPECIAL MEETING TO BE HELD ON 2/13/02 AT 08:00 A.M. MST FOR HOLDERS AS OF 01/4/02 *ISSUER CONFIRMATION COPY - INFO ONLY * ---------------------------------------------------------- | THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. | | PLEASE DO NOT USE IT FOR VOTING PURPOSES. | ---------------------------------------------------------- NEWMONT MINING CORPORATION 02/13/02 AT 08:00 A.M. MST 79869 ITEM(S) 9581585.9124 SHARE(S) FOR AGAINST ABSTAIN 1 - APPROVAL OF THE ADOPTION --->>> FOR --->>> 1 OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF D O N O T U S E JANUARY 2, 2002, BY AND AMONG NEWMONT MINING D O N O T U S E CORPORATION, DELTA HOLDCO CORP. AND DELTA ACQUISITION CORP FOR AGAINST ABSTAIN 2 - APPROVAL OF THE AMENDMENT --->>> FOR --->>> 2 TO THE RESTATED CERTIFICATE OF INCORPORATION OF NEWMONT D O N O T U S E MINING CORPORATION TO INCREASE THE NUMBER OF SHARES D O N O T U S E OF COMMON STOCK AUTHORIZED FOR AGAINST ABSTAIN 3 - APPROVAL OF THE ISSUANCE OF --->>> FOR --->>> 3 THE SHARES OF COMMON STOCK OF DELTA HOLDCO CORP. OR, IN THE EVENT THAT THE HOLDING COMPANY RESTRUCTURING D O N O T U S E CONTEMPLATED BY THE MERGER AGREEEMENT IS NOT COMPLETED, SHARES OF COMMON STOCK OF NEWMONT, TO BE ISSUED PURSUANT D O N O T U S E TO NEWMONT'S PROPOSED ACQUISITIONS OF NORMANDY MINING LIMITED AND FRANCO-NEVADA MINING COPRORATION LIMITED FOR AGAINST ABSTAIN 4 - APPROVAL OF THE ADJOURNMENT ---->>> FOR --->>> 4 OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER D O N O T U S E SOLICITATION OF PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME D O N O T U S E OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSALS FOR AGAINST ABSTAIN *NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF D O N O T U S E D O N O T U S E D O N O T U S E PLACE "X" HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING [ADP LOGO] 51 MERCEDES WAY EDGEWOOD NY 11717 NEWMONT MINING CORPORATION 1700 LINCOLN STREET DENVER, COLORADO 80203 ATTN: ARDIS YOUNG VOTING INSTRUCTIONS ------------------- TO OUR CLIENTS: WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH SECURITIES CAN BE VOTED ONLY BY US AS THE HOLDER OF RECORD. WE SHALL BE PLEASED TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD THAT, IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM, THE SECURITIES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE MEETING. FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM. VOTING INSTRUCTION NUMBER 1 - --------------------------- WE URGE YOU TO SEND IN YOUR INSTRUCTIONS SO THAT WE MAY VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES. HOWEVER, THE RULES OF THE NEW YORK STOCK EXCHANGE PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY MAY BE GIVEN AT DISCRETION BY THE HOLDER OF RECORD OF --------------------------------------------------------------- THE SECURITIES (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15 -------------- DAYS PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO COMMUNICATE WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE. VOTING INSTRUCTION NUMBER 2 - --------------------------- WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT, UNDER THE RULES OF THE NEW YORK STOCK EXCHANGE, WE CANNOT VOTE YOUR SECURITES ON ONE OR MORE OF THE MATTERS TO --------------------------------------------------------------- BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC VOTING INSTRUCTIONS. IF WE DO ---------------------------------------------------------------------- NOT HEAR FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, WE MAY VOTE YOUR ---------------- SECURITIES IN OUR DISCRETION TO THE EXTENT PERMITTED BY THE RULES OF THE ------------------------------------------------------------------------ EXCHANGE (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15 DAYS -------- PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO COMMUNICATE WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR VOTING INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE. VOTING INSTRUCTION NUMBER 3 - --------------------------- IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE ---------- NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE, SIGN ---------------------------------------------------------- AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE PROVIDED. VOTING INSTRUCTION NUMBER 4 - --------------------------- REMINDER - WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO -------- THE MEETING OF SHAREHOLDERS OF THE COMPANY INDICATED. ACCORDING TO OUR LATEST RECORDS, WE HAVE NOT AS YET RECEIVED YOUR VOTING INSTRUCTION ON THE MATTERS TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES VOTED. THE VOTING INSTRUCTIONS REQUESTED PERTAINS TO SECURITIES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH SECURITES CAN BE VOTED ONLY BY US AS THE HOLDER OF RECORD OF THE SECURITIES. PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE PROVIDED. -------------------------------------------------------------------------------- SHOULD YOU WISH TO ATTEND THE MEETING AND VOTE IN PERSON, PLEASE CHECK THE BOX ON THE FRONT OF THE FORM FOR THIS PURPOSE. A LEGAL PROXY COVERING YOUR SECURITIES WILL BE ISSUED TO YOU. ATTN: SHAREHOLDERS TWO EASY WAYS TO VOTE -------------------------------------------------------------------------------- VOTE BY TELEPHONE [GRAPHIC OF TELEPHONE] It's fast, convenient and your vote is immediately confirmed and posted. CALL THE TOLL-FREE 1-800 NUMBER LISTED ON THE ENCLOSED VOTING INSTRUCTION FORM FOLLOW THE 4 EASY STEPS: 1. Read the accompanying Letter and Voting Instruction Form. 2. Call the toll-free phone number. 3. Enter your 12-digit control number located in the gray shaded box on the right side of your Voting Instruction Form. 4. Follow the simple instructions. MAKE YOUR VOTE COUNT! -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTE BY INTERNET [GRAPHIC OF COMPUTER] It's fast, convenient and your vote is immediately confirmed and posted. You will also have the option to register to receive future materials via the Internet, when available. WWW.PROXYVOTE.COM FOLLOW THE 4 EASY STEPS: 1. Read the accompanying Letter and Voting Instruction Form. 2. Go to website www.proxyvote.com. 3. Enter your 12-digit control number located in the gray shaded box on the right side of your Voting Instruction Form. 4. Follow the simple instructions. MAKE YOUR VOTE COUNT! -------------------------------------------------------------------------------- AND REMEMBER... YOUR VOTE BY TELEPHONE OR INTERNET WILL HELP YOUR COMPANY SAVE MONEY!!! DO NOT RETURN YOUR VOTING FORM IF YOU VOTED BY TELEPHONE OR INTERNET. (1) Average exchange rates used for the Australian dollar and Canadian dollar were US$0.515 and US$0.653, respectively. (2) Latest public filings. (3) Reflects proportional 49.5 percent ownership of Echo Bay and equivalent ounces attributable to Franco-Nevada's royalty interests. (4) EBITDA is defined as revenues minus the cost of sales plus depreciation, depletion and amortization plus amortization of mining cost plus amortization of put options minus general and administrative costs minus exploration and research. (5) Net of transaction adjustments including trasaction costs of estimated US$90 million and payment of A$0.50 per ordinary share to Normandy shareholders; pro forma debt includes mark to market adjustment to Normandy debt. (7) Net book capitalization is defined as net debt plus minority interest plus book equity plus preferred stock. The purchase price for calculation of book equity was determined by using the average price of Newmont's common stock for the two days before and the two days after the announcement of the revised Newmont bid for Normandy on January 2, 2002. Such average price was US$19.01.