SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SANTA FE PACIFIC GOLD CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEWMONT MINING CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rule 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
<PAGE>
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and show how it is determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Slides used in presentation by Wayne W. Murdy and John A.S. Dow of Newmont
Mining Corporation on March 3, 1997 at the Nesbitt Burns Gold Conference.
Copies of slides and topographical map of the Carlin Trend, accompanied by a
preliminary prospectus, will be available to persons attending the slide
presentation.
The same slides may be used in similar presentations involving analysts and
gold investors.
<PAGE>
[Slide 1]
NEWMONT
Turning Opportunity into Gold
[Picture of molten gold being poured.]
Nesbitt Burns Gold Conference Wayne W. Murdy
Squaw Valley, CA Executive Vice President and
March 3, 1997 Chief Financial Officer
Newmont Gold/Newmont Mining
<PAGE>
[Slide 2]
NEWMONT
Mission
Generate increasing shareholder value at current gold prices and deliver
superior value during times of rising prices.
[Picture of gold bullion.]
<PAGE>
[Slide 3]
NEWMONT
Strategy
- Consistently support a strong worldwide exploration effort
- Leverage leading-edge technology to extract most value from complex ores
- Maintain a reserve base of 12 to 15 years' production
- Remain a low cost producer
- Remain unhedged to give shareholders benefit of higher gold prices
- Set industry standard for environmental excellence
- Hire and retain best people
<PAGE>
[Slide 4]
NEWMONT
Success in Reserve Growth
[Bar Graph presenting total gold reserves (in millions of equity ounces) as
follows:
<TABLE>
Carlin Foreign Total
<S> <C> <C> <C>
1990 18.9 0 18.9
1991 20.1 0 20.1
1992 19.5 4.3 23.8
1993 17.8 8.2 26
1994 18.5 7.6 26.1
1995 20.9 7.9 28.8
1996 22.2 14.9 37.1]
</TABLE>
[Graph indicates 17% increase in Carlin reserves and 96% increase in total
reserves.]
Production 91-96 = 10.7 million ounces
<PAGE>
[Slide 5]
NEWMONT
Success in Production Growth
[Bar Graph presenting total production (in millions of ounces) per year as
follows:
<TABLE>
Carlin Equity Subtotal Managed Total
Ozs. Ozs. Ozs.
<S> <C> <C> <C> <C> <C>
1994 1.56 0.11 1.67 0.19 1.86
1995 1.63 0.23 1.86 0.36 2.22
1996 1.7 0.58 2.28 0.67 2.95
1997E 1.8 0.80 2.60 0.60 3.20]
</TABLE>
[Graph indicates increases of 15% in Carlin ozs., 56% in equity ozs. and 72%
in managed ozs.]
<PAGE>
[Slide 6]
NEWMONT
Success in Profitability - 1997 Outlook
<TABLE>
Reduced Total Cash Costs Increased Earnings
<S> <C>
[Bar Graph presenting cash costs (in dollars per [Bar Graph presenting earnings (in dollars per share)
equity ounce) as follows: as follows:
1994 202 1994 0.71(1)
1995 210 1995 0.81(2)
1996 220 1996 0.86
1997E 200] 1997E depicts arrow extending from 1996
earnings in an upward direction]
1. Before a net charge of $0.01 from environmental
obligations at former mining sites and a benefit
from resolution of prior year tax issues.
2. Before a $0.74 gain from the sale of an interest
in Southern Peru Cooper Corporation and a $0.38
write-off of two exploration properties.
</TABLE>
<PAGE>
[Slide 7]
NEWMONT
Carlin, Nevada: Our Foundation
- 60% of total reserves
- Total Investment $1.7 Billion
- Production: 1.7 million ounces in 1996
1.8 million ounces in 1997
1.9 million ounces in 1998 - 1999
[Map of United States, highlighting
location of Carlin, Nevada.]
<PAGE>
[Slide 8]
NEWMONT
Carlin, Nevada
4 underground mines
[Picture of operations in underground mine.]
[Aerial picture of open pit mine.]
11 open pit mines
<PAGE>
[Slide 9]
NEWMONT
Broadest treatment capabilities for complex refractory ores
- 73% of Carlin ores are refractory
- Roaster will process 40% of Carlin's 1997 production
- Bioleach success leads to construction of 8-million ton commercial leach
pad in 1997
[Picture of portion of Carlin facilities.]
<PAGE>
[Slide 10]
NEWMONT
Carlin Production Trends - Managing Transition
[Bar Graph indicating Mine Source per years as follows:
<TABLE>
Open Pit Underground Total
<S> <C> <C> <C>
1991 1577 0 1577
1992 1599 0 1599
1993 1674 0 1674
1994 1538 17 1555
1995 1512 123 1635
1996 1425 250 1675
1997E 1500 300 1800]
</TABLE>
[Bar Graph indicating Production Method per year as follows:
<TABLE>
Oxide Oxide
Mill Leach Roaster Bioleach Total
<S> <C> <C> <C> <C> <C>
1991 1143 433 0 0 1576
1992 1033 566 0 0 1599
1993 1063 611 0 0 1674
1994 856 654 45 0 1555
1995 634 642 354 5 1635
1996 650 455 550 20 1675
1997E 640 400 725 35 1800]
</TABLE>
[Bar Graph indicating Total Cash Costs per Ounce for first and second half of
1996 and 1997 as follows:
First half 1996 $252
Second half 1996 $236
First half 1997E $225
Second half 1997E $205]
- Expanding underground production
- Increasing refractory ore processing
- Reducing costs
<PAGE>
[Slide 11]
NEWMONT
Minera Yanacocha, Peru
- Largest gold operation [Map of South
in Latin America America indicating
location of
- 1996 production 811,400 ounces Yanacocha.]
- Total cash costs $107 per ounce
- Total investment $150 million
<PAGE>
[Slide 12]
NEWMONT
Minera Yanacocha, Peru
- Very low strip ratio
- Heap leaching without crushing
- Experienced local workforce
[Picture at Yanacocha.]
<PAGE>
[Slide 13]
NEWMONT
Minera Yanacocha
Result of Successful Litigation
- Increased ownership to 51.4% from 38%
- Adds
- 815,000 equity ozs. to 1996 reserves
- 115,000 equity ozs. to 1997 production
- Acquisition cost $59 million
- Consolidated accounting for 1997
- Appeal unlikely
[Graph indicating Production (in thousands of ounces) per year as follows:
<TABLE>
Newmont Equity Other Total
<S> <C> <C> <C>
1993 31 51 82
1994 116 189 305
1995 210 343 553
1996 308 503 811
1997E 435 415 850]
</TABLE>
<PAGE>
[Slide 14]
NEWMONT
Zarafshan-Newmont, Uzbekistan
- 50/50 joint venture with Uzbek government
[Map indicating location of Zarafshan and Uzbekistan.]
<PAGE>
[Slide 15]
NEWMONT
Zarafshan-Newmont, Uzbekistan
- Production from stockpiles of low-grade ore
- Crushing and heap leach operation
- Quarter billion dollar investment
[Picture at Zarafshan-Newmont facilities.]
<PAGE>
[Slide 16]
NEWMONT
Zarafshan-Newmont, Uzbekistan
<TABLE>
Production Total Cash Cost
<S> <C>
[Bar graph indicating production (in thousands of [Bar graph indicating total cash costs (in dollars
ounces) as follows: per ounce) as follows:
1995: 31.0 1995: 220
1996: 326.5 1996: 225
1997E: 400+] 1997E: 210]
</TABLE>
<PAGE>
[Slide 17]
NEWMONT
Indonesia
- Minahasa: 80% owned Joint Venture
- Batu Hijau: 45% owned Joint Venture
[Map of Indonesia indicating locations
of Minahasa and Batu Hijau.]
<PAGE>
[Slide 18]
NEWMONT
Minahasa, Indonesia
[Picture of Minahasa facilities.]
<PAGE>
[Slide 19]
NEWMONT
Minahasa, Indonesia
- First gold poured March 30, 1996
- Production
- 1996: 112,700 ounces
- 1997: 150,000 ounces
- Total cash costs
- 1996 estimate: $224/ounce
- 1997 estimate: $220/ounce
- Total investment: $130 million
<PAGE>
[Slide 20]
NEWMONT
Batu Hijau, Indonesia
[Picture of Batu Hijau, Indonesia.]
<PAGE>
[Slide 21]
NEWMONT
Batu Hijau, Indonesia
- Reserves: 12.1 million ounces of gold
10.6 billion pounds of copper
- $1.6 billion capital cost. Total cost $1.9 billion, including
capitalized interest and working capital
- Joint Venture Agreement signed
- 45% Newmont, 35% Sumitomo, 20% Indonesian partner
- Copper concentrate marketing & project financing well advanced
- Goal to begin production end of 1999
<PAGE>
[Slide 22]
NEWMONT
Batu Hijau Production Profile
- 20 year mine life - 2/3 value copper
- Milling - 120,000 tonnes per day - potential to increase to 160,000
tonnes per day in year 7
- Copper grade 0.53% - recovery rate 90+%
- Production 245,000 tonnes/year
- Gold grade 0.012 opt - recovery rate 80+%
- Production 375,000 ounces in first 5 years
550,000 ounces over mine life
- Total cash operating cost - under $0.50/lb. in first 5 years
under $0.40/lb. over mine life
<PAGE>
[Slide 23]
NEWMONT
La Herradura
56% PENOLES
44% NEWMONT
Production: 1998
[Map of Mexico
- Annual production = 150,000 ozs. indicating location
of the North Mexico
- Total cash costs under $200/oz. Penmont Joint Venture
- La Herradura and the
- Total investment $50 million South Mexico Penmont
Joint Venture - Mezcala
Project.]
<PAGE>
[Slide 24]
NEWMONT
Turning Opportunity into Gold
[Sketch of globe topped by drilling rig.]
Nesbitt Burns Gold Conference John A.S. Dow
Squaw Valley, CA Senior Vice President, Exploration
March 3, 1997 Newmont Gold/Newmont Mining
<PAGE>
[Slide 25]
NEWMONT
Strategy for Success
Long-Term Commitment to Exploration & Technology
<TABLE>
<S> <C>
[Graph depicting amounts spent on Exploration and [Pie chart depicting geographical breakdown of
Mine Development (in millions of dollars) per year expenditures as follows:
as follows:
1994 78 Carlin 36%
1995 76 S.E. Asia 23%
1996 81 Other No. America 18%
1997E 81] South America 15%
Other 8%]
</TABLE>
- 200 geoscientists monitoring opportunities in 18 countries
- Balanced project pipeline
- 34 early stage
- 15 intermediate stage
- 10 advanced stage
<PAGE>
[Slide 26]
NEWMONT
Strategy for Success
Targeted Global Expansion
[Map of world indicating Ring of Fire and sites of production and production
commencement dates as follows: Carlin, Nevada 1965; Yanacocha, Peru 1993;
Zarafshan, Uzbekistan 1995; Minahasa, Indonesia 1996; La Herradura, Mexico
1998; Batu Hijau, Indonesia 2000.]
<PAGE>
[Slide 27]
NEWMONT
Exploration Success
Since 1986 discovered 76 million ounces of gold
52 million equity ounces
<TABLE>
<S> <C> <C> <C>
Production/depletion = 22 mm ozs. Carlin Trend 32 mm ozs.
Reserve additions = 41 mm ozs. Batu Hijau* 16 mm ozs.
Additions to mineralized material = 13 mm ozs. Yanacocha 14 mm ozs.
Zarafshan 9 mm ozs.
Other 5 mm ozs.
Total 76 mm ozs. Total 76 mm ozs.
*plus 16 billion
pounds copper
</TABLE>
<PAGE>
[Slide 28]
NEWMONT
Turning Opportunity into Gold
Success in Exploration
52 million equity ounces discovered since 1986
$566 million invested in exploration
= $10.88 finding cost/ounce
<PAGE>
[Slide 29]
NEWMONT
Andes Exploration
[Picture of workers surveying [Map of Peru and surrounding
land.] countries indicating location
of Minas Conga, Minera
Yanacocha and Ayacucho Joint
Venture.]
- Million acre exploration
program in Peru
<PAGE>
[Slide 30]
NEWMONT
Yanacocha District Exploration
[Map of Minera Yanacocha Area of Exploration Rights indicating location of
mines, deposits and exploration prospects.]
<PAGE>
[Slide 31]
NEWMONT
Minera Yanacocha
<TABLE>
RESERVES (000 OZ.) RESOURCES (000 OZ.)
NEM EQUITY NEM EQUITY
1995 1996 (51.4%) 1995 1996 (51.4%)
<S> <C> <C> <C> <C> <C> <C>
Carachugo 896 1,268 651 274 141
Maqui Maqui 2,238 1,519 780
San Jose 1,690 1,453 746 13 7
Yanacocha Norte 1,333 685 1,329
Yanacocha 1,364 3,983 2,045
Sur/Oeste
Encajon 533 274 700
Other 865 865 444
Stockpiles & in
Progress 87 3 2
Total 4,911 6,109 3,138 4,258 5,135 2,637
</TABLE>
<PAGE>
[Slide 32]
NEWMONT
[Map of select area of Peru indicating the location of the Yanacocha Claim
Block (including the location of C. Negro, C. Qullish, San Jose, Carachugo,
Yanacocha Sur, Yanacocha Notre and Maqui Maqui), the Minas Conga Claim Block
(including the location of Huaylamachay, Cocanes and Challhuagon) and the
Galeno Claim Block. The map also indicates the ownership of the Minas Conga
Claim Block (40% Cedimin, 40% Newmont and 20% Buenaventura) and the Galeno
Claim Block (65% Newmont and 35% Buenaventura).]
<PAGE>
[Slide 33]
NEWMONT
Minas Conga JV
(Cedimin 40%, NMC 40%, BV 20%)
<TABLE>
Mineral Inventory Estimate (June 1996)
<S> <C> <C> <C>
Cocanes 89 M t 1.2 g/t Au 3.4 M Oz
Chailhuagon 33 M t 1.4 g/t Au 1.5 M Oz
Total 122 M t 1.25 g/t Au 4.9 M Oz
</TABLE>
<PAGE>
[Slide 34]
NEWMONT
Ecuador Exploration Projects
[Map of South America and detail of Ecuador indicating location of Volcanic
Belt and exploration projects.]
<PAGE>
[Slide 35]
NEWMONT
Mexico Exploration
PENMONT
56% PENOLES
44% NEWMONT
[Map of Mexico and detail indicating location of North Mexico Penmont - La
Herradura and South Mexico Penmont Joint Ventures - Mezcala Project.]
<PAGE>
[Slide 36]
NEWMONT
Mezcala Targets
[Map of Mezcala area highlighting the location of the following features:
Granodiorite, Limestone, Target Areas, Faults and Prospects. Map also
specifies location of areas of interest and relevant data regarding such areas
as follows:
- area of Burmeja Sur Infill Drill Program: (684,000 Ounces Au
Resource)
- Proposed Pit: 50.6 Million Tons at 0.027 oz/st (1,343,000 Ounces Au)
- Guadalupe Mine: 1.1 Million Tons at 0.16 oz/st (171,000 Ounces Au)]
<PAGE>
[Slide 37]
NEWMONT
True North 1996 Drilling
[Map of Alaska and detail map indicating location of drilling at Shepard
Resource, Central Zone, Zeppelin, Hindenburg Resource and East Zone and
surrounding areas. Also indicates location of Eldorado Fault, Chatanika
Terrain and Fairbanks Schist.]
<PAGE>
[Slide 38]
NEWMONT
True North: Zeppelin Long Section
[Diagram of Zeppelin Long Section cut away showing location of fault line.
Indicates location of gold intercepts for particular drill holes in the
following manner: 568-75'/0.377 oz/st; 514-50'/0.184 oz/st; 506C (pending)
and 476-35'/0.334 oz/st.]
<PAGE>
[Slide 39]
NEWMONT
Indonesia
[Map of Indonesia indicating location of Mesel and Batu Hijau.]
<PAGE>
[Slide 40]
NEWMONT
North Luzon Project
Tenement Status
[Map of Philippines and detail map of Northern Philippines indicating
locations of FTAA applications including Newmont, Newcrest, Climax, TVI,
Arimco and various others.]
<PAGE>
[Slide 41]
NEWMONT
Carlin Trend Nevada
1996 Ounce Additions
[Topographical map of Carlin Trend indicating location of mines, deposits and
joint ventures of Newmont, Barrick and Others (as therein noted).]
<PAGE>
[Slide 42]
NEWMONT
Carlin Trend 1996 Reserve & Resource Additions
<TABLE>
Additions to Mineralized
Underground Reserve Additions Material
Deposit Ounces Deposit Type Ounces
<S> <C> <S> <C> <C>
West Leeville/ 1,955,000 Pete O/P 596,000
Four Corners
Deep Star 433,000 Goldbug U/G 816,000
Carlin Underground 190,000 Turf U/G 967,000
Rain 45,000
Total 2,623,000 Total 2,379,000
</TABLE>
<PAGE>
[Slide 43]
NEWMONT
Carlin Leeville 1996 Drilling
[Map of Carlin Leeville indicating drilling sites, deposits and exploration
targets. Map also indicates location of the following features: Basin
Bounding, Turf, West Leeville, Fence, Pete, Hardie Footwall, Hardie Footwell
Extension, Castle Reef, Four Corners, Hilltop and Badger. Map also indicates
ownership by shaded area in the following manner: NGC - 100% and HDJV - 60%.]
<PAGE>
[Slide 44]
NEWMONT
NORTH LYNN PROJECT 1997 Exploration
[Map of North Lynn Project indicating location of 1994-1996 drill holes,
proposed 1997 drill holes, major structures, magnetics - inferred structure
and turf deposits of 20GT (feet x oz/st) and 10GT (feet x oz/st).]
<PAGE>
[Slide 45]
NEWMONT
North Post/Goldbug [Map of North Post/Goldbug Corridor
1996 indicating pre-1996 drilling,
Corridor Drilling 1996 drilling, 0.03 oz/t Au and
0.20 oz/t Au as well as Current
Pit, Ultimate Pit and Post Fault.]
<PAGE>
[Slide 46]
NEWMONT
Northwest Rain/Tess Exploration
[Grid indicating progress and expected progress
from 1992 through 1996 and beyond of underground
drilling originating from the Rain Pit.]
<PAGE>
[Slide 47]
NEWMONT
Turning Opportunity into Gold
- Pipeline of projects continues
- Proven strategy for success continues
- Committed to increasing shareholder value
<PAGE>
[Slide 48]
NEWMONT
Turning Opportunity into Gold
Newmont + Santa Fe = A Compelling Merger
Offer: 0.40 share NEM for each share GLD
Tax free, pooling of interest combination
Greatest value for GLD shareholders
Accretive for NEM shareholders
Best prospect for future growth
<PAGE>
[Slide 49]
NEWMONT
Newmont + Santa Fe =
A Compelling Merger
Santa Fe: 1.5 million acres
Newmont: 0.5 million acres
[Map of Nevada reflecting respective acreage of Santa Fe, Newmont and
Homestake properties.]
<PAGE>
[Slide 50]
NEWMONT
Newmont Offers Best Fit for Nevada Operations
<TABLE>
Nevada Reserves Percent Reserves Production
(mm oz.) in Nevada (mm oz.)
1996 1997E
<S> <C> <C> <C> <C>
Newmont
Carlin
15 mines 22.1 60% 1.7 1.8
Santa Fe
4 mines 17.3 96% 0.7 0.9
Homestake
Interest
in 3 mines 3.3 16% 0.1 0.1
</TABLE>
[Map of Nevada indicating location of Newmont's 15 Carlin mines, Santa Fe's 4
mines and Homestake's interest in 3 mines.]
<PAGE>
[Slide 51]
NEWMONT
Newmont + Santa Fe:
Joint Property & Facilities
[Map of certain production areas of Newmont and Santa Fe in Nevada indicating
location of process facilities (operating, planned or under construction, and
decommissioned), Santa Fe Checkerboard mineral rights and Newmont property.]
<PAGE>
[Slide 52]
NEWMONT
Newmont + Santa Fe:
Largest Gold Company in North America
- Reserves of 55 million ounces
- Production increasing over 1 million ounces by 1999
1996 1997E 1998E 1999E
3.1 3.7 4.1 4.2 (mm ozs)
- Total cash costs under $210/ounce through 1998
- Significant annual cost savings
- Exciting exploration potential
<PAGE>
INFORMATION CONCERNING THE DIRECTORS, EXECUTIVE OFFICERS
AND EMPLOYEES OF NEWMONT MINING CORPORATION AND
NEWMONT GOLD COMPANY AND OTHER REPRESENTATIVES OF
NEWMONT MINING CORPORATION WHO MAY COMMUNICATE
WITH SANTA FE PACIFIC GOLD CORPORATION SHAREHOLDERS
The following is information concerning the directors, executive officers
and employees of Newmont Mining Corporation ("Newmont Mining") and Newmont
Gold Company ("Newmont Gold") and other representatives of Newmont Mining who
may communicate with Santa Fe Pacific Gold Corporation ("Santa Fe")
shareholders with respect to (i) the planned merger of Homestake Mining
Company ("Homestake") with Santa Fe pursuant to which Santa Fe will become a
wholly-owned subsidiary of Homestake and each outstanding share of Santa Fe
common stock, $0.01 par value (each a "Santa Fe Share" and collectively the
"Santa Fe Shares"), will be converted into the right to receive 1.115 shares
of Homestake common stock, $1.00 par value, and (ii) Newmont Mining's
intention to commence an offer, as described in and subject to terms and
conditions set forth in the Preliminary Prospectus dated January 7, 1997
contained in the Registration Statement on Form S-4 of Newmont Mining
(Registration No. 333-19335), to exchange each outstanding Santa Fe Share for
0.40 of a share of Newmont Mining common stock, $1.60 par value (the "Offer").
Newmont Mining's proposed offer has not been commenced. The Offer, if
commenced, will expire on the 20th business day after such commencement,
unless and until Newmont Mining extends the period of time for which the Offer
will be open. Any such extension will be announced no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
expiration date. It is Newmont Mining's current intention to extend the
Offer, if commenced, until all conditions thereto have been either satisfied
or waived.
Newmont Mining's principal executive offices are located at 1700 Lincoln
Street, Denver, Colorado 80203. Santa Fe's principal executive offices are
located at 6200 Uptown Boulevard NE, Suite 400, Albuquerque, New Mexico
87110.
<PAGE>
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
OF NEWMONT MINING AND NEWMONT GOLD WHO MAY
COMMUNICATE WITH SANTA FE SHAREHOLDERS
<TABLE>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION
BUSINESS ADDRESS<F1> OR EMPLOYMENT
<S> <C>
Rudolph I.J. Agnew . . . . . . . . . . . . . . Director; Chairman of World Conservation
7, Eccleston Street Monitoring Centre
Belgravia, London SW1W 9LX
England
J.P. Bolduc . . . . . . . . . . . . . . . . . . Director; Chairman and Chief Executive Officer
JPB Enterprises, Inc. of JPB Enterprises, Inc.
8808 Centre Park Drive #204
Columbia, Maryland 21045
Ronald C. Cambre . . . . . . . . . . . . . . . Director; Chairman, President and Chief
Executive Officer
Joseph P. Flannery . . . . . . . . . . . . . . Chairman, President and Chief Executive
Uniroyal Holding, Inc. Officer of Uniroyal Holding, Inc.
70 Great Hill Road
Naugatuck, Connecticut 06770
Leo I. Higdon, Jr. . . . . . . . . . . . . . . Director; Dean and Charles C. Abbott Professor
Darden Graduate School of Business of the Darden Graduate School of Business
University of Virginia Administration at the University of Virginia
Massie Road Extended
Charlottesville, Virginia 22903
Thomas A. Holmes . . . . . . . . . . . . . . . Director; Retired Chairman and Chief Executive
Ingersoll-Rand Company Officer of Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Robin A. Plumbridge . . . . . . . . . . . . . . Director; Chairman of Gold Fields of South
Gold Fields of South Africa Limited Africa Limited
P.O. Box 61525
Marshalltown 2107
Republic of South Africa
Moeen A. Qureshi . . . . . . . . . . . . . . . Director; Chairman of Emerging Markets
Emerging Markets Corporation Corporation
2001 Pennsylvania Ave., #1100
Washington, D.C. 20006
Michael K. Reilly Director; Chairman of Zeigler Coal Holding
Zeigler Coal Holding Company Company
50 Jerome Lane
Fairview Heights, Illinois 62208
William I.M. Turner, Jr. . . . . . . . . . . . Director; Chairman and Chief Executive Officer
EXSULTATE INC. of EXSULTATE INC.
1981 McGill College Avenue
Suite 575
Montreal, Quebec H3A 2X1
Canada
Robert H. Quenon<F2> . . . . . . . . . . . . . Director, Mining Consultant
7800 Forsyth Blvd. (6th Floor)
St. Louis, MO 63105
James V. Taranik<F2> . . . . . . . . . . . . . Director, President of Desert Research
Desert Research Institute Institute, University and Community College
7010 Dandini Blvd. System of Nevada
Reno, NV 89512
<PAGE>
Wayne W. Murdy . . . . . . . . . . . . . . . . Executive Vice President and Chief Financial
Officer
John A.S. Dow . . . . . . . . . . . . . . . . . Senior Vice President, Exploration
Lawrence T. Kurlander . . . . . . . . . . . . . Senior Vice President, Administration
Gary E. Farmar . . . . . . . . . . . . . . . . Vice President and Controller
Patricia A. Flanagan . . . . . . . . . . . . . Vice President, Treasurer and Assistant
Secretary
Joy E. Hansen . . . . . . . . . . . . . . . . . Vice President and General Counsel
Donald G. Karras . . . . . . . . . . . . . . . Vice President, Taxes
Timothy J. Schmitt . . . . . . . . . . . . . . Vice President, Secretary and Assistant
General Counsel
W. Durand Eppler<F2> . . . . . . . . . . . . . Vice President, Business Development and
Planning
Jack H. Morris<F2> . . . . . . . . . . . . . . Vice President, Corporate Relations
W. James Mullin<F2> . . . . . . . . . . . . . . Vice President, North American Operations
Jeffrey R. Huspeni<F2> . . . . . . . . . . . . Director of Mine Geology
</TABLE>
<F1> Unless otherwise indicated, the principal business address of each
director, executive officer and employee is Newmont Mining Corporation, 1700
Lincoln Street, Denver, Colorado 80203.
<F2> Director, officer or employee of Newmont Gold only.
On December 31, 1996, Midtown One Corp., an indirect subsidiary of
Newmont Mining, acquired 200 Santa Fe Shares at a price of $17.50 per Santa Fe
Share in a privately negotiated transaction with Mr. and Mrs. David H.
Francisco. Mr. Francisco is Vice President, International Operations, of
Newmont Gold. On January 6, 1997, Midtown One Corp. acquired an additional
4,600 Santa Fe Shares at a price of $17.50 per Santa Fe Share in a privately
negotiated transaction with Mr. and Mrs. Francisco.
In October, 1996, Santa Fe and Newmont Mining entered into a
confidentiality agreement, pursuant to which and in contemplation of a
potential transaction between Santa Fe and Newmont Mining, each party provided
the other with certain confidential information.
Newmont Gold leases from Santa Fe certain properties in Eureka County,
Nevada pursuant to a Lease of Mining Rights dated November 1, 1977, as amended
(the "Lease Agreement"). The Lease Agreement grants to Newmont Gold the
exclusive right to mine the nonferrous metals located on the land covered by
the Lease Agreement. In addition, Carlin Gold Mining Company (predecessor to
Newmont Gold), Southern Pacific Land Company (predecessor to Santa Fe) and
certain other individuals have entered into an Agreement for Unitization of
Ore Reserves dated as of January 18, 1982 (the "Unitization Agreement"), which
provides for unitization of certain of the properties leased pursuant to the
Lease Agreement. Pursuant to the terms of both the Lease Agreement and the
Unitization Agreement, Newmont Gold is required to pay Santa Fe royalty
payments based upon net smelter returns on ores and concentrates sent to
smelter or the gross sales price of any gold or silver bullion produced and
sold from Newmont Gold's mills. In 1995, the aggregate amount of such royalty
payments was approximately $4 million. The Lease Agreement is renewable
annually but will otherwise terminate on November 1, 2002. The Unitization
Agreement will remain in effect until Newmont Gold determines that all gold
ores located on the properties covered by the Unitization Agreement are mined.
In addition, Newmont Gold also leases from an affiliate of Santa Fe certain
other properties in Eureka County, Nevada pursuant to a Minerals Sublease
<PAGE>
dated April 1, 1991 (the "Mineral Sublease"). The Mineral Sublease grants to
Newmont Gold the right to explore, develop, mine, recover and process minerals
located on the land covered by the Mineral Sublease. Pursuant to the terms of
the Mineral Sublease, Newmont Gold is required to pay Santa Fe's affiliate at
least $12,800 per year plus an annual royalty of 5% of net returns of minerals
mined and removed. To date, there has been no production on the property
which is the subject of the Mineral Sublease. The Mineral Sublease expires on
the later to occur of April 1, 2001 and the date on which minerals cease being
produced in commercial quantities.
Effective April 15, 1996, Newmont Exploration Limited ("Newmont
Exploration"), a wholly-owned subsidiary of Newmont Gold, entered into an
Exploration, Development and Mining Operations Agreement with Santa Fe (the
"Exploration Agreement"), pursuant to which the two parties agreed to enter
into a joint venture (the "Joint Venture") in order to jointly explore and
evaluate the possible development of certain properties located at Mary's
Mountain in Eureka County, Nevada. As an initial contribution to the Joint
Venture, Newmont Exploration agreed to lease to the Joint Venture 145
unpatented claims and Santa Fe agreed to lease to the Joint Venture five fee
sections owned by it and to sublease to the Joint Venture one fee section
leased by it. Newmont Exploration also agreed to spend an aggregate of
$2,000,000 during the first six years of the effectiveness of the Exploration
Agreement. Each party has a 50% interest in the Joint Venture. Newmont
Exploration is manager of the Joint Venture. Newmont Exploration may withdraw
from the Exploration Agreement prior to the completion of its contribution,
subject to its obligation to complete the expenditure of the first $40,000 of
exploration expenditures (which obligation it has already met). Each party
has the right to withdraw after its contribution, but in the event that it
does, it will have no further interest in the Assets (as defined therein) of
the Joint Venture. Unless earlier terminated pursuant to its terms, the
Exploration Agreement will remain in effect until August 2, 2012 and for so
long thereafter as the properties are jointly owned pursuant to the
Exploration Agreement.
From time to time Newmont Exploration has entered into confidentiality
agreements with third parties, including Santa Fe, covering the exchange of
data relating to mining exploration potential. Such agreements customarily
have a term of one to two years.
<PAGE>
OTHER REPRESENTATIVES OF NEWMONT MINING WHO MAY
COMMUNICATE WITH SANTA FE SHAREHOLDERS
<TABLE>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS<F1> EMPLOYMENT
<S> <C>
Peter D. Brundage . . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
100 Crescent Court, Suite 1000
Dallas, Texas 75201
Robert P. Fisher . . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.
Steven M. Heller . . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.
Lance G. Gilliland . . . . . . . . . . . Associate, Goldman, Sachs & Co.
Gregory A. Gonsalves . . . . . . . . . . Associate, Goldman, Sachs & Co.
Sean J. Glodek . . . . . . . . . . . . . Analyst, Goldman, Sachs & Co.
</TABLE>
<F1> Unless otherwise indicated, the principal business address of each
representative of Goldman, Sachs & Co. is Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004.
Pursuant to a letter agreement dated October 24, 1996 (the "Letter
Agreement"), Goldman, Sachs & Co. ("Goldman Sachs") is providing certain
financial advisory services to Newmont Mining in connection with the Offer.
Under the Letter Agreement, Newmont Mining has agreed to pay Goldman Sachs for
its financial advisory services (including its services as Dealer Manager) in
connection with the Offer (i) a minimum fee of $200,000 upon execution of the
Letter Agreement (the "Minimum Fee"), (ii) a transaction fee of 0.40% of the
aggregate consideration paid in an acquisition, if more than 50% of the Santa
Fe Shares or more than 50% of the assets of Santa Fe are acquired (less fees
already paid, provided, however, the Minimum Fee shall not be so credited if
such fee was paid more than one year prior to the consummation of the
transaction), and (iii) a mutually acceptable fee of no less than 0.40% of the
aggregate consideration paid in an acquisition, if less than 50% of the Santa
Fe Shares or less than 50% of the assets of Santa Fe are acquired.
If Newmont Mining enters into an agreement to acquire Santa Fe (the
"Agreement") and Newmont Mining receives a payment on account of the
termination of the Agreement, Newmont Mining shall pay Goldman Sachs a fee of
15% of such payment (less reasonable legal expenses and out-of-pocket expenses
incurred by Newmont Mining). Newmont Mining has also agreed to reimburse
Goldman Sachs for its reasonable out-of-pocket expenses, including the fees
and expenses of its legal counsel incurred in connection with its engagement,
and has agreed to indemnify each of Goldman Sachs and certain related persons
and entities against certain liabilities and expenses in connection with
Goldman Sachs' engagement, including certain liabilities under the federal
securities laws. Goldman Sachs will not receive any fee for or in connection
with the communication with Santa Fe shareholders by its employees apart from
the fees it is otherwise entitled to receive as described above.
In addition to the fees to be received by Goldman Sachs in connection
with its engagement as financial advisor to Newmont Mining, Goldman Sachs has
in the past rendered and is expected to continue to render various investment
banking and financial advisory services for Newmont Mining for which it has
received customary compensation. Goldman Sachs also has in the past rendered
various investment banking and financial advisory services for Santa Fe for
which it has received customary compensation.
<PAGE>
Goldman Sachs engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and individual
clients. In the ordinary course of its business, Goldman Sachs may actively
trade the equity and debt securities of Santa Fe for its own account and the
accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities. As of February 14, 1997, Goldman Sachs
held a net long position of approximately 34,003 Santa Fe Shares. Goldman
Sachs does not admit that it or any of its directors, officers, employees or
affiliates is a "participant," as defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934, as amended, by the Securities and
Exchange Commission or that Schedule 14A requires the disclosure of certain
information concerning Goldman Sachs.
