NEWMONT MINING CORP, DEF 14A, 1997-04-04

NEWMONT MINING CORP
DEF 14A, 1997-04-04
GOLD AND SILVER ORES

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]

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)).

[X]Definitive Proxy Statement.

[_]Definitive Additional Materials.

[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

NEWMONT GOLD COMPANY

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEWMONT GOLD COMPANY

NEWMONT MINING CORPORATION

(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[_]No fee required.

[X]Fee computed on table below per Exchange Act Rule 0-11.

(1) Title of each class of securities to which transaction applies: Common
Stock, par value $.01 per share

(2)Aggregate number of securities to which transaction applies: 57,155,723

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and show how it is determined): Estimated solely for purposes
of calculating the filing fee, an aggregate of 57,155,723 shares of common
stock, par value $0.01 per share, of Newmont Gold Company ("Newmont Gold
Common Stock") and options to acquire additional shares of Newmont Gold
Common Stock will be transferred to Newmont Mining Corporation in exchange
for all of the shares of common stock, par value $0.01 per share, of Santa
Fe Pacific Gold Corporation pursuant to the transaction described herein.
The Newmont Gold Common Stock is being valued at $40.375 per share (the
average of the high and low sales prices of the Newmont Gold Common Stock
as reported on the New York Stock Exchange Composite Tape on April 1,
1997).

(4)Proposed maximum aggregate value of transaction: $2,307,662,317

(5)Total fee paid: $461,532.47

[_]Fee paid previously with preliminary materials.

[X]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: $722,274

(2)Form, Schedule or Registration Statement No.: Registration No. 333-19335

(3)Filing Party: Newmont Mining Corporation

(4) Date Filed: Originally, January 7, 1997; Amendment No. 1, March 19, 1997;
Amendment No. 2, April 1, 1997
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NEWMONT GOLD COMPANY
1700 LINCOLN STREET
DENVER, COLORADO 80203

April 4, 1997

Dear Stockholder:

The Board of Directors cordially invites you to attend the Annual Meeting of
Stockholders of Newmont Gold Company to be held at 12:00 noon, local time, on
May 5, 1997 at The Forum, Norwest Bank Lobby, 1740 Broadway, Denver, Colorado,
relating to the election of directors and other matters in connection with the
proposed merger of Newmont Mining Corporation with Santa Fe Pacific Gold
Corporation.

At this important Annual Meeting, you will be asked to (i) elect the
nominated directors and (ii) authorize the issuance to Newmont Mining of
shares of Newmont Gold common stock and options to acquire additional shares
of Newmont Gold common stock in exchange for all of the shares of common stock
of Santa Fe to be acquired by Newmont Mining upon consummation of the merger
of Midtown Two Corp., a wholly owned subsidiary of Newmont Mining, with and
into Santa Fe (the "Merger"), with Santa Fe being the surviving corporation.
The issuance to Newmont Mining of shares of Newmont Gold common stock and
options to acquire additional shares of Newmont Gold common stock in exchange
for all of the shares of common stock of Santa Fe upon consummation of the
Merger is referred to herein as the "Contribution Transaction." The
consummation of the Merger is subject to a number of conditions, including
approval by the stockholders of Santa Fe and Newmont Mining. The Contribution
Transaction will not occur unless the Merger is consummated. Upon consummation
of the Merger and the Contribution Transaction, Newmont Mining will own
approximately 94% of the outstanding shares of Newmont Gold common stock.

Your Board of Directors, based upon the unanimous recommendation of a
special committee of the Board established for the purpose of reviewing the
Contribution Transaction, has unanimously approved the Contribution
Transaction. Chase Securities Inc., who has been engaged by the Special
Committee in connection with the Contribution Transaction, has advised the
Special Committee and the Board of Directors that, as of the date of the
accompanying Proxy Statement, the Contribution Transaction is fair, from a
financial point of view, to the stockholders of Newmont Gold (other than
Newmont Mining). A full copy of such opinion, which sets forth a description
of the assumptions made, matters considered and limits of its review, is
attached as Appendix B to the accompanying Proxy Statement.

The Newmont Gold Board of Directors recommends that the Newmont Gold
stockholders vote "FOR" approval of the Contribution Transaction. The Newmont
Gold Board also unanimously recommends that the Newmont Gold stockholders vote
"FOR" all of the directors nominated by the Board.

Newmont Mining, which currently owns approximately 91% of the outstanding
shares of common stock of Newmont Gold, intends to vote its shares "FOR"
approval of the Contribution Transaction and "FOR" all of the directors
nominated by the Board.

In view of the importance of the actions to be taken at this important
Annual Meeting of Newmont Gold stockholders, we urge you to review carefully
the accompanying Notice of Annual Meeting of Stockholders and the Proxy
Statement, including the appendices thereto, which include information on
Newmont Gold, Newmont Mining and Santa Fe. Whether or not you expect to attend
the Annual Meeting, please complete, sign and date the enclosed proxy and
return it as promptly as possible.

We believe that the combination of Newmont Gold and Santa Fe will result in
a larger, more diverse gold company that, through unparalleled technology and
exploration capabilities and premier land and resource holdings, will be well-
positioned to capitalize on opportunities for future growth. We strongly
recommend that you support the Contribution Transaction.

Very truly yours,

/s/ Ronald C. Cambre
Ronald C. Cambre
Chairman, Presidentand Chief
Executive Officer
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NEWMONT GOLD COMPANY
1700 LINCOLN STREET
DENVER, COLORADO 80203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 5, 1997

TO THE STOCKHOLDERS OF NEWMONT GOLD COMPANY:

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Newmont Gold Company, a Delaware corporation ("Newmont Gold"),
will be held at 12:00 noon, local time, on May 5, 1997, at The Forum, Norwest
Bank Lobby, 1740 Broadway, Denver, Colorado, for the following purposes:

1. To elect twelve directors to serve for a term of one year each.

2. To consider and vote upon the issuance to Newmont Mining Corporation
("Newmont Mining") of shares of common stock, par value $0.01 per share, of
Newmont Gold ("Newmont Gold Common Stock") and options to acquire
additional shares of Newmont Gold Common Stock ("Additional Newmont Gold
Options") in exchange for all of the issued and outstanding shares of
common stock, par value $0.01 per share, of Santa Fe Pacific Gold
Corporation ("Santa Fe") to be acquired by Newmont Mining upon consummation
of the merger of Midtown Two Corp., a wholly owned subsidiary of Newmont
Mining ("Sub"), with and into Santa Fe (the "Merger"), with Santa Fe being
the surviving corporation. The issuance to Newmont Mining of shares of
Newmont Gold Common Stock and Additional Newmont Gold Options in exchange
for all of the issued and outstanding shares of Santa Fe Common Stock upon
consummation of the Merger is referred to herein as the "Contribution
Transaction." The consummation of the Merger is subject to a number of
conditions, including approval by the stockholders of Santa Fe and Newmont
Mining. The Contribution Transaction will not occur unless the Merger is
consummated. Upon consummation of the Merger and the Contribution
Transaction, Newmont Mining will own approximately 94% of the outstanding
shares of Newmont Gold Common Stock.

3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.

Directors will be elected by a favorable vote of a plurality of the shares
of Newmont Gold Common Stock present and entitled to vote, in person or by
proxy, at the Annual Meeting. Approval of the Contribution Transaction
requires the approval of a majority of the votes cast on such matter, provided
that the total vote cast on such matter represents more than 50% of the
outstanding shares of Newmont Gold Common Stock. Newmont Mining owns
approximately 91% of the shares of Newmont Gold Common Stock and intends to
vote such shares of Newmont Gold Common Stock "FOR" approval of the
Contribution Transaction and "FOR" all of the directors nominated by the Board
of Directors of Newmont Gold.

Information regarding the matters to be acted upon at the Annual Meeting is
contained in the Proxy Statement accompanying this notice.

A complete list of stockholders of Newmont Gold will be open for examination
by any stockholder of Newmont Gold, for any purpose germane to the Annual
Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the headquarters of Newmont Gold listed above.

Only holders of the Newmont Gold Common Stock of record at the close of
business on March 26, 1997 are entitled to vote at the Annual Meeting or any
adjournments or postponements thereof.
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All stockholders are cordially invited to attend the Annual Meeting in
person. It is important that your shares of Newmont Gold Common Stock be
represented at the Annual Meeting regardless of the number of shares you hold.
TO ENSURE THAT YOU ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE FILL IN, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, using the return
envelope which requires no postage if mailed in the United States. Prior to
the voting of the proxy at the Annual Meeting, any person giving a proxy has
the power to revoke it at any time, and stockholders who are present at the
Annual Meeting may withdraw their proxies and vote in person.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE (I)
"FOR" APPROVAL OF THE CONTRIBUTION TRANSACTION AND (II) "FOR" ALL OF THE
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS OF NEWMONT GOLD.

By Order of the Board of Directors,

/s/ Timothy J. Schmitt
Timothy J. Schmitt
Secretary

April 4, 1997

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY.

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NEWMONT GOLD COMPANY
1700 LINCOLN STREET
DENVER, COLORADO 80203

PROXY STATEMENT

GENERAL INFORMATION

STOCKHOLDERS ENTITLED TO VOTE. Holders of the common stock, par value $0.01
per share ("Newmont Gold Common Stock"), of Newmont Gold Company ("Newmont
Gold") of record at the close of business on March 26, 1997 (the "Record
Date") are entitled to vote at the Annual Meeting of stockholders (the "Annual
Meeting"). As of the Record Date, there were 109,938,688 shares of Newmont
Gold Common Stock outstanding. Each share of Newmont Gold Common Stock
entitles its owner to one vote. The holders of a majority of the shares
entitled to vote at the Annual Meeting must be present in person or
represented by proxy in order to constitute a quorum for all matters to come
before the meeting.

Votes at the Annual Meeting will be tabulated by two inspectors of election,
who shall be appointed by the Chairman of the meeting and who shall not be
candidates for election to the Board of Directors of Newmont Gold (the
"Newmont Gold Board"). The inspectors of election will treat shares of
Newmont Gold Common Stock represented by a properly signed and returned proxy
as present at the Annual Meeting for purposes of determining a quorum, without
regard to whether the proxy is marked as casting a vote or abstaining.

All shares of Newmont Gold Common Stock represented by properly executed
proxies received in time for the Annual Meeting will be voted at the Annual
Meeting in the manner specified by the holders thereof. Properly executed
proxies for shares of Newmont Gold Common Stock that do not contain voting
instructions will be voted to elect the directors nominated by the Newmont
Gold Board and in favor of the Contribution Transaction (as defined below).
Abstentions and broker "non-votes" as to particular matters will be counted
for purposes of determining whether a quorum is present at the Annual Meeting.
In the case of the approval of the Contribution Transaction, abstentions will
be counted in tabulations of the votes cast and, therefore, will have the same
effect as votes against the relevant proposal, whereas broker "non-votes" and,
in the case of the election of directors, abstentions, will not be counted for
purposes of determining whether such proposal has been approved. A "non-vote"
occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so
from the beneficial owner.

The term "Contribution Transaction," as used herein, shall mean a proposed
transaction between Newmont Gold and its approximately 91% stockholder,
Newmont Mining Corporation ("Newmont Mining"), pursuant to which shares of
Newmont Gold Common Stock and options to acquire additional shares of Newmont
Gold Common Stock (the "Additional Newmont Gold Options") will be issued to
Newmont Mining in exchange for all of the issued and outstanding shares of
common stock, par value $0.01 per share ("Santa Fe Common Stock"), of Santa Fe
Pacific Gold Corporation ("Santa Fe") upon consummation of the merger of
Midtown Two Corp., a wholly owned subsidiary of Newmont Mining ("Sub"), with
and into Santa Fe (the "Merger"), with Santa Fe being the surviving
corporation (the "Surviving Corporation"). Newmont Gold will pay all out-of-
pocket costs and liabilities incurred by Newmont Mining in connection with the
Merger.

A NOTE FOR ALL PARTICIPANTS IN NEWMONT GOLD'S SALARIED RETIREMENT SAVINGS
PLAN OR HOURLY RETIREMENT SAVINGS PLAN. If you are a participant in Newmont
Gold's Salaried Retirement Savings Plan or Hourly Retirement Savings Plan
(collectively, the "Savings Plans"), each administered by BZW Barclays Global
Investors, as Trustee, shares of Newmont Gold Common Stock which are held for
you under the Savings Plans, as applicable, may be voted through the proxy
card accompanying this
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mailing. The Trustee, as the stockholder of record of the Newmont Gold Common
Stock held in the Savings Plans, will vote the shares held for you in
accordance with the directions you give on the enclosed proxy card, provided
that you return the proxy card duly signed and dated to the Trustee at the
address indicated on the enclosed envelope. If the proxy cards representing
shares of Newmont Gold Common Stock held under the Savings Plans are not
returned to the Trustee duly signed and dated, the Trustee will vote such
shares in accordance with the direction of Newmont Gold, as plan administrator
under the Savings Plans.

SOLICITATION OF PROXIES. The accompanying proxy is solicited by the Newmont
Gold Board. This Proxy Statement is being mailed to the stockholders on or
about April 5, 1997 concurrently with the mailing of Newmont Gold's Annual
Report on Form 10-K dated December 31, 1996. In addition to solicitation by
mail, solicitation of proxies may be made by certain officers and regular
employees of Newmont Gold by mail, telephone, telegraph or personal interview.
All costs of the solicitation of proxies will be borne by Newmont Gold.
Newmont Gold will also reimburse brokerage firms and others for their expenses
in forwarding proxy materials to beneficial owners of the Newmont Gold Common
Stock.

REVOCABILITY OF PROXIES. The granting of the enclosed form of proxy does not
preclude a stockholder from voting in person. A stockholder who executes a
proxy may revoke it at any time prior to its exercise by filing with the
Secretary of Newmont Gold a written notice of revocation, by submitting a duly
executed proxy bearing a later date than the original proxy or by appearing at
the Annual Meeting and voting in person. Attendance at the Annual Meeting will
not, in and of itself, constitute revocation of a proxy. Written notice
revoking a proxy should be sent to the attention of the Secretary of Newmont
Gold at 1700 Lincoln Street, Denver, Colorado 80203.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS. Arthur Andersen LLP
("Arthur Andersen") has acted as principal auditors for Newmont Gold since
1967. The Newmont Gold Board has selected Arthur Andersen to continue in that
capacity for the current year. In addition to audit services, Arthur Andersen
has regularly provided tax consulting and business advisory services to
Newmont Gold. Representatives of Arthur Andersen will be present at the Annual
Meeting and will be allowed to make a statement if they wish. Additionally,
they will be available to respond to appropriate questions from stockholders
during the Annual Meeting.

STOCKHOLDER PROPOSALS. Newmont Gold anticipates that its 1998 Annual Meeting
of Stockholders will be held on May 7, 1998 (the "1998 Annual Meeting"). Any
Newmont Gold stockholder who wishes to submit a proposal for presentation to
the 1998 Annual Meeting must submit the proposal to Newmont Gold not later
than November 28, 1997, for inclusion, if appropriate, in Newmont Gold's proxy
statement and the form of proxy relating to the 1998 Annual Meeting. Proposals
should be sent to the attention of the Secretary of Newmont Gold at 1700
Lincoln Street, Denver, Colorado 80203.

PRINCIPAL STOCKHOLDER. As of March 26, 1997, the only beneficial owner of
more than 5% of the outstanding shares of Newmont Gold Common Stock was
Newmont Mining, 1700 Lincoln Street, Denver, Colorado 80203, which owned
99,522,778 shares of Newmont Gold Common Stock (representing approximately 91%
of the outstanding shares) and as to which it had sole voting and investment
power.

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement or incorporated herein
by reference that are not statements of historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and are thus prospective. Such forward-looking statements include,
without limitation, statements regarding Newmont Gold's, Newmont Mining's or
Santa Fe's future financial position, business strategy, budgets, reserve
estimates, expected future production, exploration and capital costs and
expenses, expected cost savings or synergies, expected sources, timing and
adequacy of funding of projects and other cash requirements, estimates of
future liability for certain environmental matters and plans and objectives of
management for future operations. Such forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such forward-
looking statements. Important factors that could cause actual results to
differ materially from the results expressed or implied by any forward-looking
statements ("Cautionary Statements") are disclosed under "Risk Factors." All
subsequent written and oral forward-looking statements relating to the matters
described in this Proxy Statement and attributable to Newmont Gold, Newmont
Mining or Santa Fe or to persons acting on the behalf of either are expressly
qualified in their entirety by the Cautionary Statements.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information........................................................ 1
Forward Looking Statements................................................. 3
Summary.................................................................... 4
Risk Factors .............................................................. 14
The Contribution Transaction............................................... 19
The Merger................................................................. 29
The Merger Agreement....................................................... 42
Election of Directors...................................................... 53
Newmont Gold Executive Compensation ....................................... 57
Beneficial Ownership of Securities......................................... 66
The Companies.............................................................. 67
Comparative Stock Prices................................................... 72
Newmont Gold and Santa Fe Pro Forma Combined Financial Information......... 73
Pro Forma Net Proven and Probable Reserves................................. 80
Pro Forma Production, Price and Cost Data.................................. 82
Experts.................................................................... 83
Other Matters.............................................................. 83
Glossary of Certain Mining Terms........................................... 84
Incorporation of Certain Information by Reference.......................... 86
</TABLE>

Appendix A -- Contribution Agreement

Appendix B -- Fairness Opinion of Chase Securities Inc., dated March 31, 1997

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SUMMARY

The following is a summary of certain information contained elsewhere or
incorporated by reference in this Proxy Statement. Reference is made to, and
this summary is qualified in its entirety by, the more detailed information
contained or incorporated by reference in this Proxy Statement. Stockholders
are urged to read this Proxy Statement in its entirety. Certain mining terms
used but not defined in this Proxy Statement have the meanings specified under
"Glossary of Certain Mining Terms."

THE COMPANIES

Newmont Gold

Newmont Gold was incorporated in 1965 under the laws of Delaware. Newmont
Gold is engaged, directly and through its subsidiaries and affiliates, in gold
production, exploration for gold and acquisition of gold properties worldwide.
Newmont Gold produced approximately 2.3 million equity ounces of gold in 1996
and had year-end 1996 proven and probable reserves of approximately 37.1
million equity ounces of gold. Newmont Gold produces gold from the Carlin Trend
in Nevada; through a 51.35% owned venture in Peru (prior to February 1997, 38%
owned as described below) which commenced gold production in 1993; through a
50% owned venture in Uzbekistan which commenced production in 1995; and through
an 80% owned venture in Indonesia which commenced production in early 1996.
Newmont Gold currently has an 80% interest in a large copper/gold project in
Indonesia, which interest will be reduced to 45% pursuant to a partnership
agreement entered into in connection with such project upon receipt of
Indonesian governmental approval of the partnership arrangement and
contribution of the required amounts by Newmont Gold and its partner under the
partnership agreement. The project is awaiting various Indonesian governmental
approvals to commence construction. Newmont Gold also has a 44% interest in a
project in Mexico which is undergoing development and is scheduled to commence
production in 1998. In addition to exploration activities conducted in
connection with these operations and projects, Newmont Gold continues to
explore for gold and/or is conducting joint venture activities in various other
locations, including Alaska, Ecuador, Canada and certain countries in Asia and
the Caribbean.

Due to a favorable Peruvian court decision, Newmont Gold is considered to
have acquired for reporting purposes an additional 13.35% interest in Minera
Yanacocha S.A. ("Minera Yanacocha"), its Peruvian venture, in February 1997
(the "Minera Yanacocha Acquisition"), bringing Newmont Gold's ownership
interest in Minera Yanacocha to 51.35% and resulting in Minera Yanacocha being
consolidated in the financial statements of Newmont Gold. See "The Companies--
Newmont Gold."

Newmont Gold has its executive offices at 1700 Lincoln Street, Denver,
Colorado 80203, telephone number (303) 863-7414.

Newmont Mining

Newmont Mining was incorporated in 1921 under the laws of Delaware. Its
principal asset is approximately 91% of the outstanding shares of Newmont Gold
Common Stock. See "The Companies--Newmont Mining."

Newmont Mining has its executive offices at 1700 Lincoln Street, Denver,
Colorado 80203, telephone number (303) 863-7414.

Santa Fe

Santa Fe is engaged in the mining and processing of gold ores and the
exploration and development of gold properties. It is one of the largest gold
mining enterprises in North America, as

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measured by reserves and gold production, with a total of 18.1 million ounces
of proven and probable gold reserves as of December 31, 1996, and total 1996
gold production of 852,000 ounces. Santa Fe's Twin Creeks Mine, which Santa Fe
estimates to be the third largest primary gold mine in North America, and its
Lone Tree Complex are located in northern Nevada; its Mesquite Mine is located
in southern California. Santa Fe also explores and evaluates precious metals
properties and prospects in North America, South America, Central Asia, West
Africa and the Southwestern Pacific region.

Santa Fe was incorporated in Delaware in 1983 and, until 1994, was a wholly
owned subsidiary of Santa Fe Pacific Corporation ("SFP") or its predecessor
corporations. On June 23, 1994, Santa Fe completed an initial public offering
of 14.6% of the outstanding Santa Fe Common Stock and on September 30, 1994,
SFP distributed its remaining ownership in Santa Fe to SFP shareholders. See
"The Companies--Santa Fe."

Santa Fe has its executive offices at 6200 Uptown Boulevard NE, Suite 400,
Albuquerque, New Mexico 87110, telephone number (505) 880-5300.

THE MERGER; THE CONTRIBUTION TRANSACTION

Subject to the terms and conditions of the Agreement and Plan of Merger among
Newmont Mining, Sub and Santa Fe, dated as of March 10, 1997 (the "Merger
Agreement"), Sub will be merged with and into Santa Fe with Santa Fe being the
Surviving Corporation. In the Merger, each outstanding share of Santa Fe Common
Stock will be converted into the right to receive 0.43 of a share (the
"Exchange Ratio") of common stock, par value $1.60 per share, of Newmont Mining
("Newmont Mining Common Stock"). The consummation of the Merger is subject to a
number of conditions, including approval by the stockholders of Santa Fe and
Newmont Mining. See "The Merger Agreement--Conditions of the Merger."

Immediately following the consummation of the Merger, subject to the terms
and conditions of the Contribution Agreement dated as of March 31, 1997 between
Newmont Mining and Newmont Gold (the "Contribution Agreement"), a copy of which
is attached to this Proxy Statement as Appendix A, in the Contribution
Transaction, Newmont Mining will contribute to Newmont Gold all of the shares
of common stock of the Surviving Corporation in exchange for additional shares
of Newmont Gold Common Stock in an amount equal to the number of shares of
Newmont Mining Common Stock issued to former Santa Fe stockholders in the
Merger and Additional Newmont Gold Options having the same terms as the options
to acquire Santa Fe Common Stock (the "Santa Fe Stock Options") assumed by
Newmont Mining pursuant to the Merger Agreement as adjusted as contemplated by
the Merger Agreement (except that the Additional Newmont Gold Options will be
exercisable for shares of Newmont Gold Common Stock while Santa Fe Stock
Options will be exercisable for Newmont Mining Common Stock). Upon consummation
of the Contribution Transaction, the Surviving Corporation will be a wholly
owned subsidiary of Newmont Gold. The Contribution Transaction will not occur
unless the Merger is consummated. Newmont Gold will pay all out-of-pocket costs
and liabilities incurred by Newmont Mining in connection with the Merger.

On March 26, 1997, there were 131,554,558 shares of Santa Fe Common Stock
outstanding and 1,365,426 shares of Santa Fe Common Stock issuable upon
exercise of outstanding Santa Fe Stock Options. Assuming the exercise of all
outstanding Santa Fe Stock Options prior to consummation of the Merger and
based upon the total shares of Santa Fe Common Stock expected to be outstanding
upon consummation of the Merger, a total of 57,155,723 shares of Newmont Mining
Common Stock will be issued to the Santa Fe stockholders in the Merger and,
upon consummation of the Contribution Transaction, 57,155,723 shares of Newmont
Gold Common Stock will be issued to Newmont Mining.

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<PAGE>

As a result of the Contribution Transaction, Newmont Mining will own
approximately 94% of the outstanding shares of Newmont Gold Common Stock.

BACKGROUND OF THE CONTRIBUTION TRANSACTION

The Newmont Gold Board appointed a special committee of the Newmont Gold
Board (the "Special Committee") on March 19, 1997 composed of Robert H. Quenon
and James V. Taranik to evaluate the terms of the Contribution Transaction on
behalf of Newmont Gold. Neither Mr. Quenon nor Mr. Taranik are officers of
Newmont Gold or officers or directors of Newmont Mining or otherwise affiliated
with Newmont Mining. The Special Committee retained Chase Securities Inc.
("Chase") as its financial advisor to assist it in evaluating a possible
transaction with Newmont Mining. The Special Committee also retained the law
firm of Dewey Ballantine as its legal advisor.

After evaluation by the Special Committee and its financial and legal
advisors of information regarding the Merger and Santa Fe, the Special
Committee met on March 31, 1997 to consider the Contribution Transaction. After
discussion and consultation with its financial and legal advisors, including
review of the opinion of Chase that the Consideration (as defined in such
opinion) to be paid in the Contribution Transaction together with the related
assumption of expenses by Newmont Gold pursuant to the terms of the
Contribution Agreement is fair, from a financial point of view, to the
stockholders of Newmont Gold (other than Newmont Mining), the Special Committee
determined to recommend that the Newmont Gold Board approve the Contribution
Transaction. Later that day, the Newmont Gold Board met and approved the
Contribution Transaction. See "The Contribution Transaction--Background of the
Contribution Transaction."

REASONS FOR THE CONTRIBUTION TRANSACTION

Effective January 1, 1994, Newmont Gold acquired all of the operations and
assets of Newmont Mining, except for shares of Newmont Gold Common Stock
retained by Newmont Mining, and Newmont Gold assumed all of Newmont Mining's
then current and future liabilities (such transaction is hereinafter referred
to as the "1994 Transaction"). As part of the 1994 Transaction, the then
outstanding shares of Newmont Mining Common Stock were split so that the number
of outstanding shares of Newmont Mining Common Stock would equal the number of
shares of Newmont Gold Common Stock held by Newmont Mining at that time. The
purpose of obtaining and subsequently maintaining this equilibrium is so that
the stockholders of Newmont Mining and Newmont Gold have identical per share
interests in the reserves, production, earnings and dividends of Newmont Gold.

6
<PAGE>

Newmont Gold Options will be exercised when and to the extent that the
comparable Santa Fe Stock Options are exercised so that the number of shares of
Newmont Gold Common Stock held by Newmont Mining will continue to equal the
number of outstanding shares of Newmont Mining Common Stock as contemplated by
the 1994 Transaction.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Newmont Gold Board, based on the unanimous recommendation of the Special
Committee, has unanimously approved the Contribution Transaction and
unanimously recommends that the stockholders of Newmont Gold vote "FOR"
approval of the Contribution Transaction. The Newmont Gold Board also
unanimously recommends that the Newmont Gold stockholders vote "FOR" all of the
directors nominated by the Newmont Gold Board.

OPINION OF THE SPECIAL COMMITTEE'S FINANCIAL ADVISOR

On March 19, 1997, the Special Committee retained Chase to advise it in
connection with the Contribution Transaction and to render an opinion as to the
fairness, from a financial point of view, to the stockholders of Newmont Gold
(other than Newmont Mining) of the Consideration (as defined in such opinion)
to be paid in the Contribution Transaction together with the related assumption
of expenses by Newmont Gold pursuant to the terms of Contribution Agreement. On
March 31, 1997, Chase rendered its opinion to the Special Committee that, as of
such date, the Consideration to be paid in the Contribution Transaction
together with the related assumption of expenses by Newmont Gold pursuant to
the terms of the Contribution Agreement is fair, from a financial point of
view, to the stockholders of Newmont Gold (other than Newmont Mining) (the
"Chase Opinion"). The Chase Opinion is directed to the Special Committee and
does not constitute a recommendation to any stockholder as to how such
stockholder should vote at the Annual Meeting. A copy of the Chase Opinion is
attached to this Proxy Statement as Appendix B. See "The Contribution
Transaction--Opinion of the Special Committee's Financial Advisor."

CONSUMMATION OF THE CONTRIBUTION TRANSACTION CONTINGENT UPON CONSUMMATION OF
THE MERGER

Newmont Gold and Newmont Mining will not proceed with the Contribution
Transaction unless the Merger is consummated. Consummation of the Merger is
subject to a number of conditions and the Merger Agreement can be terminated in
certain circumstances. See "The Merger Agreement--Conditions of the Merger" and
"--Termination."

U.S. FEDERAL INCOME TAX CONSEQUENCES

There will not be any U.S. Federal income tax consequences of the
Contribution Transaction to Newmont Gold's minority stockholders or to Newmont
Gold.

ABSENCE OF APPRAISAL RIGHTS

Newmont Gold stockholders will not be entitled to appraisal or dissenters'
rights in connection with the Contribution Transaction.

EFFECTIVE TIME OF THE MERGER; CLOSING DATE

The Merger will become effective (the "Effective Time") when a certificate of
merger is filed with the Delaware Secretary of State or at such later time as
is specified in the certificate of merger. This

7
<PAGE>

filing will be made on a date (the "Closing Date") specified by Newmont Mining
and Santa Fe, which date will be as soon as practicable, but in any event
within two business days, following the date upon which all conditions set
forth in the Merger Agreement have been satisfied or waived, as the case may
be, or such other time as Newmont Mining and Santa Fe may mutually agree. See
"The Merger Agreement--Conditions of the Merger."

ANTICIPATED ACCOUNTING TREATMENT

Newmont Mining and Newmont Gold believe that the Merger will qualify as a
pooling of interests in accordance with United States generally accepted
accounting principles. It is a condition to the Merger that Newmont Mining
shall have received a letter from Arthur Andersen that the Merger will be
treated as a pooling of interests under Accounting Principles Board Opinion No.
16 and Santa Fe shall have received a letter from Price Waterhouse LLP ("Price
Waterhouse") stating that Price Waterhouse concurs with the conclusions of
Santa Fe management that, as of the Closing Date, no conditions exist that
would preclude Newmont Mining's accounting for the Merger as a pooling of
interests as those conditions relate to Santa Fe. The Contribution Transaction
will not affect this accounting treatment. The Contribution Transaction is to
be accounted for at historical cost as an exchange between entities under
common control. See "The Merger--Anticipated Accounting Treatment" and "The
Merger Agreement--Conditions of the Merger."

CERTAIN LITIGATION

In December 1996, six class action lawsuits were filed in the Court of
Chancery of the State of Delaware (the "Court of Chancery") against Santa Fe
and the Santa Fe Board alleging, among other things, that the members of the
Santa Fe Board breached their fiduciary duties to the Santa Fe stockholders by
failing to consider fully the proposal made public by Newmont Mining on
December 5, 1996, to exchange 0.33 of a share of Newmont Mining Common Stock
for each share of Santa Fe Common Stock. It is the opinion of Santa Fe
management that none of these lawsuits will have a material adverse effect on
Santa Fe's financial position or results of operations. Santa Fe and the Santa
Fe Board intend to defend vigorously against the plaintiffs' allegations. See
"The Merger--Certain Litigation."

THE MERGER AGREEMENT

Certain Covenants

The Merger Agreement provides that the Santa Fe Board will adjust the terms
of all Santa Fe stock option plans and the Santa Fe Stock Options to provide
that, at the Effective Time, each Santa Fe Stock Option outstanding immediately
prior to the Effective Time will be deemed to constitute an option to acquire,
on the same terms and conditions as were applicable under such Santa Fe Stock
Option, the same number of shares of Newmont Mining Common Stock as the holder
of such Santa Fe Stock Option would have been entitled to receive pursuant to
the Merger had such holder exercised such Santa Fe Stock Option in full
immediately prior to the Effective Time, at a price per share equal to (i) the
aggregate exercise price for the shares of Santa Fe Common Stock otherwise
purchasable pursuant to such Santa Fe Stock Option divided by (ii) the number
of shares of Newmont Mining Common Stock deemed purchasable pursuant to such
Santa Fe Stock Option; provided, however, that in the case of any Santa Fe
Stock Option to which Section 421 of the Internal Revenue Code of 1986, as
amended (the "Code") applies by reason of its qualification under either
Section 422 or 423 of the Code ("qualified stock options"), the option price,
the number of shares purchasable pursuant to such Santa Fe Stock Option and the
terms and conditions of exercise of such Santa Fe Stock Option shall

8
<PAGE>

be determined in order to comply with Section 424(a) of the Code. The Merger
Agreement provides that outstanding phantom stock options, share acquisition
rights ("SARs") and limited share acquisition rights ("LSARs") will be
similarly adjusted.

Conditions of the Merger

The obligations of Newmont Mining and Santa Fe to consummate the Merger are
subject to various conditions, including: (i) receipt of the approval of the
Newmont Mining stockholders and the Santa Fe stockholders; (ii) approval for
listing on the New York Stock Exchange ("NYSE") of the Newmont Mining Common
Stock to be issued pursuant to the Merger Agreement; (iii) termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act") (which waiting period expired, without extension, on
February 6, 1997) and receipt of any consents, approvals and filings under any
foreign antitrust law; (iv) the absence of legal restraints or prohibitions
preventing the consummation of the Merger; (v) the receipt of independent
accountants' letters relating to the treatment of the Merger as a pooling of
interests; (vi) the absence of certain material litigation; (vii) the
representations and warranties of the other party contained in the Merger
Agreement being materially true; (viii) the performance of the other party in
all material respects of all the obligations contained in the Merger Agreement;
(ix) the receipt of opinions of counsel in respect of certain U.S. Federal
income tax consequences of the Merger; and (x) the absence of material adverse
changes with respect to the other party. See "The Merger Agreement--Conditions
of the Merger."

Termination

Subject to certain limitations, the Merger Agreement is subject to
termination at the option of either Newmont Mining or Santa Fe if the Merger is
not consummated on or before August 31, 1997, and prior to such time upon the
occurrence of certain events. The Merger Agreement may also be terminated by
the mutual written consent of Newmont Mining, Sub and Santa Fe. Under certain
circumstances, Newmont Mining may be required to pay $65 million to Santa Fe
upon the termination of the Merger Agreement. Under certain other
circumstances, Santa Fe may be required to pay $15 million to Newmont Mining
upon the termination of the Merger Agreement. Under certain other conditions,
Newmont Mining's expenses, not to exceed $5 million, are reimbursable by Santa
Fe upon termination. See "The Merger Agreement--Termination" and "--Effect of
Termination."

Management; Board of Directors

At the Effective Time, the number of Newmont Gold directors will be increased
from 12 to 17 and the number of Newmont Mining directors will be increased from
10 to 15. In addition, at the Effective Time, the Nominating Committee of the
Board of Directors of Newmont Mining (the "Newmont Mining Board") will select,
and the Newmont Gold Board and the Newmont Mining Board will appoint, as
directors five of the at least six current members of the Board of Directors of
Santa Fe (the "Santa Fe Board") proposed in writing by the Santa Fe Board to
the Nominating Committee of the Newmont Mining Board no later than five
business days prior to the day of the Special Meeting of stockholders of Santa
Fe to approve and adopt the Merger Agreement (the "Santa Fe Special Meeting").

CONTRIBUTION AGREEMENT

In connection with the Contribution Transaction, Newmont Mining and Newmont
Gold propose to enter into the Contribution Agreement pursuant to which all
outstanding shares of Santa Fe Common Stock held by Newmont Mining will be
contributed to Newmont Gold in exchange for (i) a number of shares of Newmont
Gold Common Stock in an amount equal to the number of shares of Newmont

9
<PAGE>

Mining Common Stock issued in the Merger and (ii) the Additional Newmont Gold
Options. Pursuant to the terms of the Contribution Agreement, Newmont Gold will
assume, pay and hold Newmont Mining harmless against all out-of-pocket fees,
disbursements, costs and expenses required to be paid by Newmont Mining
pursuant to or in connection with the Merger Agreement. A copy of the
Contribution Agreement is attached to this Proxy Statement as Appendix A. See
"The Contribution Transaction--General."

RISK FACTORS

Stockholders of Newmont Gold, in deciding whether to vote in favor of the
Contribution Transaction, should carefully consider the following factors, in
addition to other information contained in this Proxy Statement or incorporated
by reference herein: (i) gold price volatility; (ii) risks associated with
hedging activities; (iii) risks associated with production and cost estimates;
(iv) uncertainties with regard to ore reserve estimates; (v) costs related to
compliance with environmental laws and other applicable regulations; (vi) risks
of foreign investments; (vii) the speculative nature of gold exploration and
the uncertainty of gold development projects; (viii) mining risks and the risk
of nonavailability of insurance; (ix) possible difficulties with the
integration of Newmont Gold and Santa Fe and the nonrealization of contemplated
synergies and cost savings; (x) the proposed repeal of percentage depletion for
nonfuel minerals mined on U.S. Federal lands; and (xi) the possibility of
review and modification of the Minera Yanacocha decision. See "Risk Factors"
beginning on page 14 for a more detailed discussion of such factors.

10
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF NEWMONT GOLD

The selected consolidated financial data of Newmont Gold set forth below have
been derived from the audited consolidated financial statements of Newmont Gold
for each of the years in the five-year period ended December 31, 1996. In
addition, the 1996 information has been adjusted for the pro forma
consolidation of Minera Yanacocha as a result of the Minera Yanacocha
Acquisition, with income statement data assuming that the Minera Yanacocha
Acquisition occurred on January 1, 1996 and the balance sheet data assuming
that the Minera Yanacocha Acquisition occurred on December 31, 1996. These
amounts are shown for informational purposes only and are not necessarily
indicative of the financial position or the results of operations of Newmont
Gold had the Minera Yanacocha Acquisition been consummated on the dates
assumed. The selected consolidated financial data set forth below should be
read in conjunction with and are qualified in their entirety by Newmont Gold's
consolidated financial statements and accompanying notes for the year ended
December 31, 1996 contained in the Newmont Gold's Annual Report on Form 10-K
dated December 31, 1996 (the "1996 Newmont Gold 10-K") which is incorporated by
reference herein. See "Incorporation of Certain Information by Reference."
Certain selected operating data for Newmont Gold for the five-year period ended
December 31, 1996 also is set forth below.

<TABLE>
<CAPTION>
1996 PRO FORMA
FOR THE EFFECT OF THE
MINERA YANACOCHA
1992 1993 1994 1995 1996 ACQUISITION
-------- ---------- ---------- ---------- ---------- ---------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(FOR THE YEARS ENDED
DECEMBER 31)
Sales................... $546,432 $ 601,601 $ 597,370 $ 636,219 $ 768,455 $1,082,325
======== ========== ========== ========== ========== ==========
Income before cumulative
effects of changes in
accounting principles.. $ 87,414 $ 113,116 $ 83,394 $ 124,872(1) $ 93,972 $ 97,732
Cumulative effects of
changes in accounting
principles after tax... (6,356) 2,665 -- -- -- --
-------- ---------- ---------- ---------- ---------- ----------
Net income.............. $ 81,058 $ 115,781 $ 83,394 $ 124,872 $ 93,972 $ 97,732
======== ========== ========== ========== ========== ==========
Income per common share:
Before cumulative
effects of changes in
accounting
principles............ $ 0.83 $ 1.08 $ 0.70 $ 1.17(1) $ 0.86 $ 0.89
Cumulative effects of
changes in accounting
principles............ (0.06) 0.02 -- -- -- --
-------- ---------- ---------- ---------- ---------- ----------
Net income............. $ 0.77 $ 1.10 $ 0.70 $ 1.17 $ 0.86 $ 0.89
======== ========== ========== ========== ========== ==========
Dividends declared per
common share........... $ 0.05 $ 0.05 $ 0.48 $ 0.48 $ 0.48 $ 0.48
======== ========== ========== ========== ========== ==========
BALANCE SHEET DATA
(AT PERIOD END)
Total assets............ $905,331 $1,021,870 $1,656,657(2) $1,773,770 $2,081,074 $2,269,448
Long-term debt,
including current
portion................ -- -- $ 593,634(2) $ 608,634 $ 604,259 $ 642,759
Stockholders' equity.... $810,447 $ 924,018 $ 752,951(2) $ 824,928 $1,132,055(3) $1,132,055
OPERATING DATA FOR
NEWMONT GOLD (OUNCES)
Equity gold production.. 1,588 1,666 1,671 1,863 2,284 2,392
Equity gold reserves at
period end............. 19,460 17,769 26,106 28,782 37,094(4) 37,094
</TABLE>
- --------
(/1/)Includes an after-tax gain of $72 million, or $0.74 per share, from the
sale of Newmont Gold's interest in Southern Peru Copper Corporation and an
after-tax charge of $34.1 million, or $0.35 per share, for the write-off of
investments in exploration properties.
(/2/)The 1994 Transaction contributed to the increase in total assets and long-
term debt and decrease in stockholders' equity at December 31, 1994
compared to December 31, 1993.
(/3/)Includes the effect of the issuance of 4.65 million shares of Newmont Gold
Common Stock at $51.87 per share in January 1996 to Newmont Mining as a
result of Newmont Mining issuing the same number of shares at the same
price in a public offering.
(/4/)Includes reserves attributable to the Minera Yanacocha Acquisition.

11
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF SANTA FE

The selected consolidated financial data of Santa Fe set forth below have
been derived from the audited consolidated financial statements of Santa Fe for
each of the years in the five-year period ended December 31, 1996. The selected
consolidated financial data set forth below should be read in conjunction with
and are qualified in their entirety by the financial statements and
accompanying notes for the year ended December 31, 1996 contained in Santa Fe's
Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996
Santa Fe 10-K") which is incorporated by reference herein. See "Incorporation
of Certain Information by Reference." Certain selected operating data for Santa
Fe for the five-year period ended December 31, 1996 also are set forth below.

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
-------- -------- -------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(FOR THE YEARS ENDED
DECEMBER 31)
Sales(1)................ $116,400 $228,744 $370,175 $ 345,421 $ 337,211
======== ======== ======== ========== ==========
Income from continuing
operations before
cumulative effect of
change in accounting
principle.............. $ 14,678 $ 27,668 $ 56,701 $ 39,812 $ 21,068(3)
Discontinued
operations............. $ 34,391 $141,992(6) -- -- --
Cumulative effect of
change in accounting
principle.............. $ (1,950) -- -- -- --
Other................... $ 273 -- -- -- --
-------- -------- -------- ---------- ----------
Net income.............. $ 47,392 $169,660 $ 56,701 $ 39,812 $ 21,068
======== ======== ======== ========== ==========
Income per common
share(2):
Income from continuing
operations before cu-
mulative effect of
changes in accounting
principle............. $ 0.13 $ 0.25 $ 0.46 $ 0.30 $ 0.16(3)
Discontinued
operations............ $ 0.31 $ 1.26(6) -- -- --
Cumulative effect of
change in accounting
principle............. (0.02) -- -- -- --
-------- -------- -------- ---------- ----------
Net income............. $ 0.42 $ 1.51 $ 0.46 $ 0.30 $ 0.16
======== ======== ======== ========== ==========
Dividends declared per
common share(4)........ N/A N/A N/A $ 0.05 $ 0.05
BALANCE SHEET DATA
(AT PERIOD END)
Total assets............ $476,344 $832,552 $857,639 $1,018,168 $1,300,029
Long-term debt,
including current
portion(5)............. $306,624 $349,296 $ 90,000 $ 199,861 $ 454,866
Stockholders' equity.... $ 75,799 $228,129 $521,505(7) $ 555,057 $ 570,038
OPERATING DATA (OUNCES)
Equity gold
production(1).......... 296 611 936 846 852
Equity gold reserves at
period end............. 6,391 14,121 15,363 17,870 18,123
</TABLE>
- --------
(/1/)Reflects acquisition of the Chimney Creek Mine and the Mesquite Mine in an
asset exchange as of June 25, 1993; and commencement of refractory ore
processing at the Lone Tree Mine in February 1994.
(/2/)Per share data for 1992 and 1993 are based on 112.2 million shares, which
represented shares previously owned by SFP after giving effect to a 1.122
million-for-1 stock split, which was declared on February 22, 1994.
(/3/)Includes charge of $5.4 million related to merger and restructuring
expenses. Excluding charge, net income was $0.19 per share.
(/4/)Until June 1994, Santa Fe was a wholly owned subsidiary of SFP. No
dividends were paid to public shareholders until 1995.
(/5/)Increase in 1993 is primarily attributable to borrowings to finance the
Lone Tree Mine sulfide expansion project. In 1994, project financings were
repaid and long-term debt was reduced with a portion of net proceeds from
the initial public offering. In July 1995, Santa Fe issued $200 million of
8.375% senior debentures, from which a portion of the proceeds were used
to repay borrowings under the bank credit facility. During 1996,
additional borrowings were used for various capital expansion projects at
the Twin Creeks Mine and the Lone Tree Complex.
(/6/)Primarily attributable to the $117.2 million after-tax, non-cash gain
relating to an asset exchange.
(/7/)Increase in 1994 is primarily attributable to net proceeds received from
the initial public offering.

12
<PAGE>

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following tables set forth certain selected pro forma combined financial
data for Newmont Gold and Santa Fe. The pro forma amounts included in the table
below assume consummation of the Merger and the Contribution Transaction and
are based on the pooling of interests method of accounting for the Merger and
as an exchange between entities under common control for the Contribution
Transaction, as well as the assumptions described under "Newmont Gold and Santa
Fe Pro Forma Combined Financial Information." Pro forma information for 1996
gives effect to the Minera Yanacocha Acquisition which was assumed to have
occurred on January 1, 1996 for income statement data and December 31, 1996 for
balance sheet data. All such information should be read in conjunction with and
is qualified in its entirety by the consolidated financial statements and
accompanying notes of Newmont Gold and Santa Fe incorporated herein by
reference and the pro forma combined financial statements and accompanying
discussion and notes set forth under "Newmont Gold and Santa Fe Pro Forma
Combined Financial Information." The pro forma amounts in the table below are
presented for informational purposes and are not necessarily indicative of the
financial position or the results of operations of the combined company that
would have actually occurred had the Merger, the Contribution Transaction or
the Minera Yanacocha Acquisition been consummated as of the dates assumed. The
pro forma amounts are also not necessarily indicative of the future financial
position or future results of operations of the combined company. Upon
consummation of the Merger and the Contribution Transaction, the actual
financial position and results of operations of the combined company will
differ, perhaps significantly, from the pro forma amounts reflected herein due
to a variety of factors, including changes in operating results between the
dates of the pro forma financial information and the dates on which the Merger
and the Contribution Transaction are consummated and thereafter, as well as the
factors discussed under "Risk Factors."

PRO FORMA COMBINED FINANCIAL DATA

<TABLE>
<CAPTION>
1994 1995 1996(1)
PRO FORMA COMBINED INCOME STATEMENT DATA -------- -------- ----------
(IN THOUSANDS, EXCEPT PER
(FOR THE YEARS ENDED DECEMBER 31) SHARE DATA)
<S> <C> <C> <C>
Sales............................................. $967,545 $981,640 $1,419,536
Income from continuing operations ................ $135,243 $156,588 $ 111,114
Income per common share........................... $ 0.80 $ 0.95 $ 0.67
Dividends declared per common share(2)............ $ 0.48 $ 0.48 $ 0.48
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA COMBINED BALANCE SHEET DATA
(AT DECEMBER
31, 1996)
<S> <C>
Total assets........................... $3,350,329
Long-term debt, including current
portion............................... $1,097,625
Stockholders' equity................... $1,564,943
</TABLE>
- --------
(/1/)Pro forma amounts include adjustment for the Minera Yanacocha Acquisition.
(/2/)Represents historical dividends per share of Newmont Gold Common Stock.

13
<PAGE>

RISK FACTORS

The risk factors discussed below should be considered by Newmont Gold
stockholders in evaluating whether to vote for approval of the Contribution
Transaction. These factors should be considered in conjunction with the other
information contained in this Proxy Statement and the documents incorporated
by reference herein.

GOLD PRICE VOLATILITY

Newmont Gold and Santa Fe are engaged in the mining and processing of gold
ores and the exploration and development of gold properties. The profitability
of the current operations of each of Newmont Gold and Santa Fe is
significantly affected by changes in the market price of gold. Market gold
prices can fluctuate widely and are affected by numerous factors beyond
Newmont Gold's or Santa Fe's control, including industrial and jewelry demand,
expectations with respect to the rate of inflation, the strength of the U.S.
dollar (the currency in which the price of gold is generally quoted) and of
other currencies, interest rates, central bank sales, forward sales by
producers, global or regional political or economic events, and production and
cost levels in major gold-producing regions such as South Africa. In addition,
the price of gold sometimes is subject to rapid short-term changes because of
speculative activities. The current demand for and supply of gold affects gold
prices, but not necessarily in the same manner as current supply and demand
affect the prices of other commodities. The supply of gold consists of a
combination of new production from mining and existing stocks of bullion and
fabricated gold held by governments, public and private financial
institutions, industrial organizations and private individuals. As the amounts
produced in any single year constitute a very small portion of the total
potential supply of gold, normal variations in current production do not
necessarily have a significant impact on the supply of gold or on its price.
If revenue from gold sales falls for a substantial period below the cost of
production at any or all of Newmont Gold's or Santa Fe's respective
operations, Newmont Gold or Santa Fe, as the case may be, could determine that
it is not economically feasible to continue commercial production at any or
all of its operations or to continue the development of some or all of its
projects. Newmont Gold's weighted average total cash cost of equity production
for its worldwide operations was $220 per ounce of gold sold in 1996, $210 in
1995 and $202 in 1994. Santa Fe's total cash cost of production per ounce was
$215 in 1996, $194 in 1995 and $182 in 1994.

The gold market generally is characterized by volatile prices. The
volatility of gold prices is illustrated in the following table of annual
high, low and average afternoon fixing prices for gold per ounce on the London
Bullion Market:

<TABLE>
<CAPTION>
YEAR HIGH LOW AVERAGE
----- ---- ---- -------
<S> <C> <C> <C>
1987.................................................. $500 $390 $446
1988.................................................. $484 $395 $437
1989.................................................. $416 $356 $381
1990.................................................. $424 $346 $383
1991.................................................. $403 $344 $362
1992.................................................. $360 $330 $344
1993.................................................. $406 $326 $360
1994.................................................. $396 $370 $384
1995.................................................. $396 $372 $384
1996.................................................. $415 $367 $388
1997 (through April 3)................................ $367 $338 $351
</TABLE>
- --------
Source of Data: Metals Week and Reuters.

14
<PAGE>

On April 3, 1997, the afternoon fixing price for gold on the London Bullion
Market was $348.75 and the spot market price of gold per ounce on the New York
Commodity Exchange was $348.50.

IMPACT OF HEDGING ACTIVITIES

Hedging activities are intended to minimize the effect of declines in gold
prices on results of operations for a period of time. Although hedging
activities may protect a company against low gold prices, it may also limit
the price that can be received on hedged ounces, subject to forward sales and
call options, resulting in such company foregoing the realization of revenues
to the extent the market price of gold exceeds the gold price in a forward
sale or call option contract.

Newmont Gold did not hedge any of its production in 1995. However, Newmont
Gold beginning in January 1996 entered into hedging transactions which are
effective through December 2000 with respect to production from its Minahasa
project in Indonesia. These transactions consist of forward sales of 125,000
ounces per year at an average price of $454 per ounce of gold, plus 40% of the
amount by which the market price exceeds the forward sales price. At December
31, 1996, Santa Fe had forward sales contracts made on a spot deferred basis
("spot deferred contracts") totalling approximately 1.7 million ounces of gold
for delivery in 1997 and 1998 at a weighted average price of $416 per ounce.
Santa Fe also had written call options outstanding on 400,000 ounces at
weighted average prices of $464 per ounce, as well as purchased put options of
1.2 million ounces at a weighted average price of $375 per ounce. During the
first quarter of 1997, Santa Fe exercised or closed out all of its purchased
put and written call options for a net cash gain of $23.7 million. Such gain
will be recognized in gold sales revenue during the applicable future
productions period.

PRODUCTION ESTIMATES

Estimates of future production for particular properties for each of Newmont
Gold and Santa Fe as a whole are derived from annual mining plans prepared by
each of Newmont Gold and Santa Fe, as the case may be. Such plans have been
developed based on, among other things, mining experience, reserve estimates,
assumptions regarding ground conditions and physical characteristics of ores
(such as hardness and presence or absence of certain metallurgical
characteristics) and estimated rates and cost of production. Actual production
may vary from estimates for a variety of reasons, including risks and hazards
of the types discussed, actual ore mined varying from estimates of grade and
metallurgical and other characteristics, mining dilution, pitwall failures or
cave-ins, strikes and other actions by labor at unionized locations,
restrictions imposed by government agencies and other factors. Estimates of
production from properties not yet in production or from operations that are
to be expanded are based on similar factors (including, in some instances,
feasibility reports prepared by company personnel and/or outside consultants)
but, as such estimates do not have the benefit of actual experience, there is
a greater likelihood that actual results will vary from the estimates.

ORE RESERVE ESTIMATES

The proven and probable reserve figures presented in the 1996 Newmont Gold
10-K and the 1996 Santa Fe 10-K, which are each incorporated in this Proxy
Statement by reference and included on a combined basis herein under "Pro
Forma Net Proven and Probable Reserves," are estimates and no assurance can be
given that the indicated levels of recovery of gold and copper will be
realized. Reserve estimates may require revision based on actual production
experience. Market price fluctuations of gold and copper, as well as increased
production costs or reduced recovery rates, may render proven and probable
reserves containing relatively lower grades of mineralization uneconomic to
exploit and may ultimately result in a restatement of the relevant company's
proven and probable ore reserves.

15
<PAGE>

The gold price used in estimating Newmont Gold's proven and probable
reserves as of December 31, 1996 was $400 per ounce. Newmont Gold believes
that if its reserve estimates were to be based on a gold price as low as $300
per ounce with current operating costs, 1996 year-end reserves would decrease
by approximately 25%. The gold price used in estimating Santa Fe's proven and
probable reserves as of December 31, 1996 was $400 per ounce. Santa Fe
believes that if its reserve estimates were based on a gold price of $300 per
ounce, with current operating costs, reserves as of December 31, 1996 would
decrease by approximately 35%.

REGULATION, ENVIRONMENTAL RISKS AND UNPATENTED MINING CLAIMS

Domestic and foreign mining operations and exploration activities are
subject to extensive laws and regulations governing prospecting, development,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste products occurring as a
result of mineral exploration and production. Newmont Gold has been, and
Newmont Gold and Santa Fe may in the future be, subject to clean-up liability
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 and comparable state laws which establish clean-up liability for the
release of hazardous substances. Newmont Gold has interests in certain sites
associated with former mining activities for which clean-up liabilities exist.
For two of these sites, no formal plans for clean-up have been approved by
governmental authorities. Although Newmont Gold believes it has made adequate
provisions in its financial statements for cleanup costs, it cannot guarantee
that such provisions will be adequate. The estimate of such costs is
periodically reviewed by Newmont Gold's management and adjustments to the
liability for such costs are made when new information so dictates. In the
context of environmental permitting, including the approval of reclamation
plans, Newmont Gold and Santa Fe must comply with standards, existing laws and
regulations which may entail greater or lesser costs and delays depending on
the nature of the activity to be permitted and how the regulations are
implemented by the permitting authority. It is possible that the costs and
delays associated with the compliance with such laws, regulations and permits
could become such that Newmont Gold or Santa Fe would not proceed with the
development of a project or the operation or further development of a mine.

Amendments to current laws and regulations governing operations and
activities of mining companies are actively considered from time to time and
could have a material adverse impact on Newmont Gold and/or Santa Fe.

In recent years, the U.S. Congress has considered a number of proposed
amendments to the General Mining Law of 1872, as amended (the "General Mining
Law"), which governs mining claims and related activities on U.S. Federal
lands. Although no such legislation has been adopted to date, there can be no
assurances that such legislation will not be adopted in the future. If ever
adopted, such legislation could, among other things, impose royalties on gold
production from currently unpatented mining claims located on U.S. Federal
lands. If such legislation is ever adopted, it could reduce the amount of
future exploration and development activity conducted by Newmont Gold and
Santa Fe on such U.S. Federal lands and could have an adverse effect on the
results of operations of Newmont Gold and Santa Fe. In addition, in 1992, a
holding fee of $100 per claim was imposed upon unpatented mining claims
located on U.S. Federal lands. In October 1994, a moratorium on the processing
of new patent applications was approved. While such moratorium currently
remains in effect, its future is unclear.

Approximately 16% of Newmont Gold's proven and probable reserves in the U.S.
are located on unpatented mining claims on U.S. Federal lands, the remainder
being located on private land. As of December 31, 1996, approximately 29% of
Santa Fe's proven and probable reserves were located on unpatented mining
claims on U.S. Federal lands.

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Santa Fe is a party to two lawsuits involving the completion of the
patenting process on certain unpatented mining claims. See Item 3 of the 1996
Santa Fe 10-K which is incorporated by reference herein. See "Incorporation of
Certain Information by Reference."

RISKS OF FOREIGN INVESTMENTS

Certain of Newmont Gold's and Santa Fe's activities are located in foreign
countries. Newmont Gold's foreign investments include operations and
exploration projects in Peru, Indonesia and Uzbekistan. Newmont Gold also has
exploration and/or development projects in Mexico, Ecuador, the Caribbean and
certain countries in Asia. Santa Fe's foreign investments include exploration
projects in Canada, Mexico, Brazil, Chile, Kazakstan, the Kyrgyz Republic,
Ghana and Burkina Faso.

Foreign mining investments are subject to the risks normally associated with
conducting business in foreign countries, including labor disputes and
uncertain political and economic environments, as well as risks of war and
civil disturbances or other risks which may limit or disrupt the projects,
restrict the movement of funds or result in the deprivation of contract rights
or the taking of property by nationalization or expropriation without fair
compensation, risks relating to changes in laws or policies of particular
countries, foreign taxation, delays in obtaining or the inability to obtain
necessary governmental permits, limitations on ownership and on repatriation
of earnings, and foreign exchange controls and currency fluctuations. There
can be no assurance that such problems will not arise in the future. While
political risk insurance has been obtained to cover a portion of Newmont
Gold's investments in Peru, Indonesia and Uzbekistan against certain
expropriation, war, civil unrest and political violence risks, such insurance
is limited by its terms to the particular risks specified therein and is
subject to certain exclusions. See "The Companies--Newmont Gold." There can
therefore be no assurance that claims would be paid under such insurance in
connection with a particular event in a foreign country. Foreign investments
may also be adversely affected by laws and policies of the U.S. affecting
foreign trade, investment and taxation.

In certain of the countries other than the United States where Newmont Gold
and/or Santa Fe have operations or conduct exploration activities, the mineral
rights are owned by the relevant governments. Such governments have entered
into contracts with or granted concessions that enable Newmont Gold and its
subsidiaries and Santa Fe and its subsidiaries to conduct operations or
exploration activities on such lands. See "The Companies." Notwithstanding
such arrangements, Newmont Gold's and Santa Fe's ability to conduct their
operations or exploration activities on such lands is subject to changes in
government policy over which neither Newmont Gold nor Santa Fe has any
control. If such a change were to occur that affected the right of Newmont
Gold or any of its subsidiaries or Santa Fe or any of its subsidiaries to
conduct operations or exploration activities, it could have a material adverse
effect on the results of operations of Newmont Gold or Santa Fe, as the case
may be.

SPECULATIVE NATURE OF GOLD EXPLORATION AND UNCERTAINTY OF DEVELOPMENT PROJECTS

Gold exploration is highly speculative in nature, involves many risks and
frequently is nonproductive. There can be no assurance that any company's gold
exploration efforts will be successful. Success in increasing reserves is the
result of a number of factors, including the quality of management, the
company's level of geological and technical expertise, the quality of land
available for exploration and other factors. Once gold mineralization is
discovered, it may take several years from the initial phases of drilling
until production is possible, during which time the economic feasibility of
production may change. Substantial expenditures are required to establish
proven and probable ore reserves through drilling, to determine metallurgical
processes to extract the metals from the ore and, in the case of new
properties, to construct mining and processing facilities. As a result of
these

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uncertainties, no assurance can be given that Newmont Gold's or Santa Fe's
exploration programs will result in the expansion or replacement of current
production with new proven and probable ore reserves.

Development projects have no operating history upon which to base estimates
of future cash operating costs. Particularly for development projects,
estimates of proven and probable ore reserves and cash operating costs are, to
a large extent, based upon the interpretation of geologic data obtained from
drill holes and other sampling techniques, and feasibility studies which
derive estimates of cash operating costs based upon anticipated tonnage and
grades of ore to be mined and processed, the configuration of the ore body,
expected recovery rates of the gold from the ore, comparable facility and
equipment operating costs, anticipated climatic conditions and other factors.
As a result, it is possible that actual cash operating costs and economic
returns may differ significantly from those currently estimated. It is not
unusual in new mining operations to experience unexpected problems during the
start-up phase. Delays often can occur in the commencement of production.

MINING RISKS AND RISK OF NONAVAILABILITY OF INSURANCE

The business of gold mining generally is subject to a number of risks and
hazards, including gold bullion losses, environmental hazards, industrial
accidents, labor disputes, encountering unusual or unexpected geologic
formations or other geological or grade problems, encountering unanticipated
ground or water conditions, cave-ins, pit-wall failures, flooding, rock falls,
periodic interruptions due to inclement or hazardous weather conditions or
other unfavorable operating conditions and other acts of God. Such risks could
result in damage to, or destruction of, mineral properties or producing
facilities, personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability.

Each of Newmont Gold and Santa Fe maintains property and liability insurance
against risks which are typical in the operation of its business and in
amounts which it believes to be reasonable. Such insurance, however, contains
exclusions and limitations on coverage. There can be no assurance that such
insurance will continue to be available, will be available at economically
acceptable premiums or will be adequate to cover any resulting liability.

INTEGRATION OF NEWMONT GOLD AND SANTA FE AND NONREALIZATION OF SYNERGIES/COST
SAVINGS

The Merger would involve the integration of companies that have previously
operated independently. No assurance can be given that Newmont Gold will
integrate the respective operations of Newmont Gold and Santa Fe without
encountering difficulties or experiencing the loss of important Newmont Gold
or Santa Fe personnel or that the benefits expected from such integration will
be realized. In addition, there can be no assurance that Newmont Gold will
realize anticipated pre-tax cash cost savings of synergies from the Merger,
which are estimated to be between $70 million and $80 million annually
beginning in 1998. Regardless of the actual level of cost savings realized by
a combined Newmont Gold/Santa Fe entity, the level of savings realized in 1997
would be offset by transaction costs of approximately $125 million, including
the one-time payment by Santa Fe of a $65 million termination fee to Homestake
Mining Company ("Homestake").

PROPOSED REPEAL OF PERCENTAGE DEPLETION FOR NONFUEL MINERALS MINED ON CERTAIN
FEDERAL LANDS

Newmont Gold and Santa Fe currently benefit from the percentage depletion
allowance permitted under current law. Taxpayers may, subject to limitations,
claim deductions for the depletion of mineral resources. Such deductions may
be based upon the taxpayer's tax cost of the mineral resources ("cost
depletion") or upon a portion of the gross or net revenues from sales of the
mineral resources

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("percentage depletion"). The proposed 1998 U.S. Federal budget would repeal
the current percentage depletion provisions for nonfuel minerals, including
gold, extracted from any land where title to the land or the right to extract
minerals from such land was originally obtained pursuant to the provisions of
the General Mining Law. The proposal is stated only in general terms and does
not provide specific details as to its potential operation, including the
lands that will ultimately be affected. It is uncertain whether the repeal of
these provisions will ultimately be adopted. If adopted, however, such repeal
could have an adverse effect on the results of operations of Newmont Gold and
Santa Fe. The magnitude of such effect currently cannot be determined and will
be affected by several factors, including the specific landholdings of Newmont
Gold and Santa Fe that are actually impacted, the level of future production
from such landholdings and future gold prices (see "--Gold Price Volatility").

MINERA YANACOCHA DECISION

Due to a favorable decision by the Peruvian Superior Court in February 1997
in connection with Newmont Gold's interest in Minera Yanacocha, Newmont Gold
increased for reporting purposes its interest in Minera Yanacocha from 38% to
51.35%. Consequently, Newmont Gold will consolidate Minera Yanacocha in its
financial statements in 1997. See "The Companies--Newmont Gold." The opposing
parties in the litigation have filed a request for review of the decision with
the Peruvian Supreme Court. Although Peruvian counsel has advised Newmont Gold
that decisions of the Peruvian Superior Court can be modified by the Peruvian
Supreme Court only in very limited circumstances and that it is not likely
that further review will be granted in this matter, there can be no assurances
that such review will not be granted. In the event such review is granted,
there can be no assurance that the Peruvian Supreme Court will not modify the
decision of the Peruvian Superior Court in a way that could have a material
adverse effect on the results of operations of Newmont Gold.

THE CONTRIBUTION TRANSACTION

GENERAL

On March 31, 1997, the Newmont Gold Board, after receiving the unanimous
recommendation of the Special Committee, unanimously approved the Contribution
Transaction and the execution and delivery by Newmont Gold of the Contribution
Agreement. The Contribution Agreement is attached to this Proxy Statement as
Appendix A. Pursuant to the Contribution Agreement, among other matters:

. Newmont Mining will contribute to Newmont Gold all of the shares of
common stock of the Surviving Corporation owned by Newmont Mining upon
consummation of the Merger;

. Newmont Gold will issue shares of Newmont Gold Common Stock to Newmont
Mining in an amount equal to the number of shares of Newmont Mining
Common Stock issued in the Merger;

. Newmont Gold will issue the Additional Newmont Gold Options to Newmont
Mining having the same terms as the Santa Fe Stock Options assumed by
Newmont Mining pursuant to the Merger (except that the Additional Newmont
Gold Options will be exercisable for shares of Newmont Gold Common
Stock); and

. Newmont Gold will pay all out-of-pocket costs and liabilities incurred by
Newmont Mining in connection with the Merger.

At a meeting held on March 31, 1997, the Newmont Mining Board unanimously
approved the Contribution Agreement and the consummation by Newmont Mining of
the Contribution Transaction. No approval by the Newmont Mining stockholders
is required for consummation of the Contribution Transaction.

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On March 26, 1997, there were 131,554,558 shares of Santa Fe Common Stock
outstanding and 1,365,426 shares of Santa Fe Common Stock issuable upon the
exercise of outstanding Santa Fe Stock Options. Assuming the exercise of all
outstanding Santa Fe Stock Options prior to consummation of the Merger and
based upon the total shares of Santa Fe Common Stock expected to be
outstanding upon consummation of the Merger, a total of 57,155,723 shares of
Newmont Mining Common Stock will be issued to the Santa Fe stockholders in the
Merger and, upon consummation of the Contribution Transaction, 57,155,723
shares of Newmont Gold Common Stock will be issued to Newmont Mining. As a
result of the Contribution Transaction, Newmont Mining will own approximately
94% of the issued and outstanding shares of Newmont Gold Common Stock.

STOCKHOLDER ACTION PROPOSED

At the Annual Meeting, as required under the rules of the NYSE, the
stockholders of Newmont Gold will be asked to consider and approve the
Contribution Transaction. The approval of the holders of a majority of the
votes cast at the Annual Meeting is required to take the action described
above, provided that the total vote cast represents more than 50% of the
outstanding shares of Newmont Gold Common Stock.

Newmont Mining currently owns approximately 91% of the outstanding shares of
Newmont Gold Common Stock and intends to vote its shares "FOR" approval of the
Contribution Transaction.

THE NEWMONT GOLD BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" APPROVAL OF THE CONTRIBUTION TRANSACTION AND, UNLESS A STOCKHOLDER GIVES
INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON
INTEND TO SO VOTE.

BACKGROUND OF THE CONTRIBUTION TRANSACTION

The Newmont Gold Board appointed the Special Committee on March 19, 1997,
composed of Robert H. Quenon and James V. Taranik, to evaluate the
Contribution Transaction on behalf of Newmont Gold. Neither Mr. Quenon nor Mr.
Taranik are officers of Newmont Gold or officers or directors of Newmont
Mining or otherwise affiliated with Newmont Mining. On March 19, 1997, the
Special Committee retained Chase as its financial advisor to assist it in
evaluating the Contribution Transaction. The Special Committee also retained
the law firm of Dewey Ballantine as its legal advisor. Dewey Ballantine acted
as legal advisor to the special committee of the Newmont Gold Board formed to
evaluate the 1994 Transaction.

After retaining Chase, the Special Committee, with the assistance of its
financial and legal advisors, considered the Contribution Transaction,
including a review of the process by which the staff of Newmont Mining and
Newmont Gold had evaluated the assets and liabilities of Santa Fe. After
discussion and consultation with its financial and legal advisors, including
review of the opinion of Chase that the Consideration (as defined in such
opinion) to be paid in the Contribution Transaction together with the related
assumption of expenses by Newmont Gold pursuant to the terms of the
Contribution Agreement is fair, from a financial point of view, to the
stockholders of Newmont Gold (other than Newmont Mining), the Special
Committee determined to recommend that the Newmont Gold Board approve the
Contribution Transaction. Later that day, the Newmont Gold Board met and
approved the Contribution Transaction. As part of this process, Chase and/or
Dewey Ballantine met with Newmont Mining and Newmont Mining's representatives
and advisors, including Goldman Sachs & Co. ("Goldman Sachs"), financial
advisors to Newmont Mining in connection with the Merger, to obtain
information and answers to questions. Newmont Mining did not limit the
information which

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the Special Committee and its advisors received. Chase and Dewey Ballantine
also had discussions with Santa Fe to obtain additional information and
answers to questions.

On March 31, 1997, the Newmont Gold Board (following the recommendation of a
committee of two non-Newmont Mining directors) approved the Contribution
Transaction. On the same date, the Newmont Mining Board also approved the
Contribution Transaction.

REASONS FOR THE CONTRIBUTION TRANSACTION

Effective January 1, 1994, Newmont Gold acquired all of the operations and
assets of Newmont Mining, except for shares of Newmont Gold Common Stock
retained by Newmont Mining, and Newmont Gold assumed all of Newmont Mining's
then current and future liabilities. As part of the 1994 Transaction, the then
outstanding shares of Newmont Mining Common Stock were split so that the
number of outstanding shares of Newmont Mining Common Stock would equal the
number of shares of Newmont Gold Common Stock held by Newmont Mining at that
time. The purpose of obtaining and subsequently maintaining this equilibrium
is so that the stockholders of Newmont Mining and Newmont Gold have identical
per share interests in the reserves, production, earnings and dividends of
Newmont Gold. Since the consummation of the 1994 Transaction, Newmont Mining
has had no operations and the principal asset of Newmont Mining has been its
shares of Newmont Gold Common Stock.

The purpose of the Contribution Transaction is to transfer to Newmont Gold
immediately following consummation of the Merger the shares of Santa Fe Common
Stock acquired by Newmont Mining pursuant to the Merger so that, as
contemplated by the 1994 Transaction, Newmont Mining will have no operations
and all operations will be conducted by Newmont Gold and its subsidiaries. The
Contribution Transaction is also intended to maintain the equilibrium between
the number of outstanding shares of Newmont Mining Common Stock and the number
of shares of Newmont Gold Common Stock held by Newmont Mining by having
Newmont Gold issue to Newmont Mining shares of Newmont Gold Common Stock in an
amount equal to the number of shares of Newmont Mining Common Stock issued in
the Merger. Similarly, Newmont Gold will issue to Newmont Mining the
Additional Newmont Gold Options having the same terms as the Santa Fe Stock
Options assumed by Newmont Mining pursuant to the Merger Agreement as adjusted
as contemplated by the Merger Agreement (except that the Additional Newmont
Gold Options will be exercisable for shares of Newmont Gold Common Stock). The
aggregate number of shares of Newmont Gold Common Stock issuable upon exercise
of the Additional Newmont Gold Options will equal the aggregate number of
shares of Newmont Mining Common Stock issuable upon exercise of the Santa Fe
Stock Options. The Additional Newmont Gold Options will be exercised when and
to the extent that the comparable Santa Fe Options are exercised so that the
number of shares of Newmont Gold Common Stock held by Newmont Mining will
continue to equal the number of outstanding shares of Newmont Mining Common
Stock as contemplated by the 1994 Transaction.

The members of the Special Committee had attended all of the meetings of the
Newmont Mining Board at which the Merger was discussed. The Special Committee
considered all such factors, together with the Chase Opinion, in recommending
to the Newmont Gold Board the approval of the Contribution Transaction. In
approving and authorizing the Merger, the Newmont Mining Board considered the
following factors: (i) Santa Fe's significant land position in northern
Nevada, a significant portion of which has yet to be fully explored, (ii) the
strong similarities in geological and metallurgical characteristics for the
Nevada properties owned by both companies, (iii) the opportunity to share
technology between the two companies, for example, by applying Santa Fe
proprietary flotation technology to the Newmont Gold North Area non-reserve
mineralized materials and by applying Newmont Gold bio-oxidation technology to
Santa Fe low grade refractory ores, (iv) the opportunity for the combined
company to increase production efficiency by optimizing the use of oxide
mills, autoclaves, flotation units and the roaster by enhancing gold
recoveries, lowering costs per ounce and optimizing capacity, (v) the
opportunity to significantly increase gold reserves, both in the

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vicinity of Santa Fe's producing mines and through exploration efforts, based
on Newmont Gold's track record of finding targets and developing non-reserve
mineralized material, (vi) the opportunity to increase the amount of gold
produced by optimizing combined mining operations and processing, particularly
in Nevada, (vii) continued consistent international exploration at lower costs
with global scope and growth potential, (viii) the financial strength,
financial flexibility and strong balance sheet of the combined company, (ix)
the identification of $70 million to $80 million per year commencing in 1998
in pre-tax cash sustainable synergies and cash savings from, in descending
order, exploration and development synergies, metallurgical synergies, Nevada
operations synergies and corporate overhead synergies and (x) the potential
identification of additional costs savings and opportunities which were not
quantified.

RECOMMENDATION OF THE NEWMONT GOLD BOARD

The Special Committee met on March 31, 1997 to consider the Contribution
Transaction. At such meeting, the Special Committee unanimously determined to
recommend that the Newmont Gold Board approve the Contribution Transaction. In
addition, at the meeting Chase delivered to the Special Committee its written
opinion that, as of such date, the Consideration to be paid in the
Contribution Transaction together with the related assumption of expenses by
Newmont Gold pursuant to the terms of the Contribution Agreement is fair, from
a financial point of view, to the stockholders of Newmont Gold (other than
Newmont Mining). Based on the unanimous recommendation of the Special
Committee, on March 31, 1997 the Newmont Gold Board unanimously approved the
Contribution Transaction, authorized Newmont Gold to enter into the
Contribution Agreement and resolved to unanimously recommend that Newmont
Gold's stockholders approve the Contribution Transaction.

OPINION OF THE SPECIAL COMMITTEE'S FINANCIAL ADVISOR

At the March 31, 1997 meeting of the Special Committee, Chase delivered its
written opinion to the Special Committee that, as of such date, and based upon
and subject to various qualifications and assumptions described therein, the
Consideration to be paid in the Contribution Transaction together with the
related assumption by Newmont Gold of the Assumed Expenses (as such term is
defined in the Chase Opinion) pursuant to the terms of the Contribution
Agreement is fair, from a financial point of view, to the stockholders of
Newmont Gold (other than Newmont Mining). As used in the Chase Opinion, the
term "Consideration" means the shares of Newmont Gold Common Stock and the
Additional Newmont Gold Options to be issued to Newmont Mining in the
Contribution Transaction.

THE FULL TEXT OF THE CHASE OPINION, WHICH SETS FORTH ASSUMPTIONS MADE,
MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF REVIEW UNDERTAKEN, IS ATTACHED
AS APPENDIX B TO THIS PROXY STATEMENT. STOCKHOLDERS OF NEWMONT GOLD ARE URGED
TO READ THE CHASE OPINION IN ITS ENTIRETY. NO LIMITATIONS WERE IMPOSED BY
NEWMONT GOLD UPON CHASE WITH RESPECT TO THE INVESTIGATIONS MADE OR PROCEDURES
FOLLOWED BY CHASE IN RENDERING ITS OPINION. THE CHASE OPINION, WHICH IS
ADDRESSED TO THE SPECIAL COMMITTEE, IS DIRECTED ONLY TO THE FAIRNESS, FROM A
FINANCIAL POINT OF VIEW, TO THE STOCKHOLDERS OF NEWMONT GOLD (OTHER THAN
NEWMONT MINING), OF THE CONSIDERATION TO BE PAID IN THE CONTRIBUTION
TRANSACTION TOGETHER WITH THE RELATED ASSUMPTION BY NEWMONT GOLD OF THE
ASSUMED EXPENSES (AS SUCH TERM IS DEFINED IN THE CHASE OPINION) PURSUANT TO
THE TERMS OF THE CONTRIBUTION AGREEMENT AND DOES NOT EXPRESS ANY OPINION AS TO
THE UNDERLYING DECISION BY NEWMONT GOLD TO ENGAGE IN THE CONTRIBUTION
TRANSACTION AND THE TRANSACTIONS RELATED THERETO. THE CHASE OPINION DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY NEWMONT GOLD STOCKHOLDER AS TO HOW SUCH
STOCKHOLDER SHOULD VOTE AT THE ANNUAL MEETING. THE SUMMARY OF THE CHASE
OPINION SET FORTH IN THIS PROXY STATEMENT IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF SUCH OPINION.

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In connection with the Chase Opinion, Chase, among other things, (i)
reviewed the Merger Agreement and a draft of the Contribution Agreement in the
form provided to it and assumed that the final form of the Contribution
Agreement would not vary in any regard material to Chase's analysis; (ii)
reviewed certain publicly available business and financial information that
Chase deemed relevant relating to Newmont Mining, Santa Fe and Newmont Gold
and the industry in which they operate; (iii) discussed with members of senior
management of Newmont Gold, Newmont Mining and Santa Fe and with Newmont
Mining's advisors, Newmont Gold's, Newmont Mining's and Santa Fe's operations,
historical financial statements and future prospects, before and after giving
effect to the Merger and the Contribution Transaction, as well as their views
of the business, operational and strategic benefits and other implications of
the Contribution Transaction; (iv) reviewed certain internal financial
analyses, forecasts and projections for Newmont Gold and Newmont Mining,
without, and after giving effect to, the Merger and the Contribution
Transaction, prepared by the managements of Newmont Gold and Newmont Mining
(the "Financial Forecasts"), including analyses and forecasts of certain cost
savings, operating efficiencies, revenue effects and tax treatments resulting
from the Merger and the Contribution Transaction (collectively, the
"Synergies"); (v) compared the financial and operating performance of Santa
Fe, Newmont Mining and Newmont Gold with publicly available information
concerning certain other companies Chase deemed comparable and reviewed the
relevant historical stock prices of the Santa Fe Common Stock and the Newmont
Gold Common Stock and certain publicly traded securities of such other
companies; (vi) reviewed the financial terms of certain recent exchange
transactions and acquisition transactions Chase deemed reasonably comparable
to the Merger and the Contribution Transaction or otherwise relevant to its
inquiry; and (viii) made such other analyses and examinations Chase deemed
necessary or appropriate.

Chase assumed and relied upon, without assuming any responsibility for
verification, the accuracy and completeness of all of the financial and other
information provided to, discussed with, or reviewed by or for it, or publicly
available for purposes of the Chase Opinion. Chase assumed, with the consent
of the Special Committee, that the Financial Forecasts, including, without
limitation, the Synergies, were reasonably prepared on a basis reflecting the
best currently available estimates and judgments of Newmont Gold and Newmont
Mining and that the Financial Forecasts, including, without limitation, the
Synergies, will be realized in the amounts and at the times contemplated
thereby. Chase also assumed that the Assumed Expenses (as such term is defined
in the Chase Opinion) have been incurred by Newmont Mining in good faith and
on an arms-length basis in connection with the Merger Agreement and that the
aggregate amount of the Assumed Expenses will not exceed the aggregate amount
thereof reflected in the Financial Forecasts. Chase neither made nor obtained
any independent evaluations or appraisals of the assets or liabilities of
Santa Fe, Newmont Mining or Newmont Gold, nor did it conduct a physical
inspection of the properties and facilities of Santa Fe, Newmont Mining or
Newmont Gold. Chase assumed that under generally accepted accounting
principles the Merger will be accounted for as a pooling of interests and the
Contribution Transaction will be accounted for at historical cost as an
exchange between entities under common control. In addition, Chase assumed
that for U.S. tax purposes no income or gain will be recognized by Newmont
Gold or its stockholders (other than Newmont Mining) in connection with the
Contribution Transaction.

For purposes of the Chase Opinion, Chase assumed that the representations
and warranties of each party contained in the Contribution Agreement and
Merger Agreement are true and correct in all material respects and that each
party will perform in all material respects all of the covenants and
agreements required to be performed by it under the Contribution Agreement and
Merger Agreement. Chase also assumed that all conditions to the consummation
of the Merger and the Contribution Transaction that would materially affect
the valuation of the common stock of the Surviving Corporation will be
satisfied in all material respects without waiver thereof and that the Merger
and the Contribution Transaction will be consummated. The Chase Opinion is
necessarily based on market, economic and other conditions as they existed and
could be evaluated on the date of the Chase Opinion.

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The following summarizes the material analyses performed by Chase and
reviewed with the Special Committee at its meeting on March 31, 1997 in
connection with Chase's presentation and its opinion to the Special Committee
on such date.

Pro Forma Merger Analysis. Chase analyzed the pro forma consequences of the
Merger and the Contribution Transaction upon the Newmont Gold stockholders.
The analysis was based on the Financial Forecasts, including forecasted
Synergies, and upon certain assumptions described in this paragraph. In the
analysis, at the direction of the Special Committee, Chase assumed two
alternative prevailing prices at which gold would sell: $370 per ounce (the
"$370 Case") and $400 per ounce (the "$400 Case"). This analysis excluded a
one-time charge to be incurred by Newmont Gold relating to pre-tax transaction
costs currently estimated by Newmont Gold's management at $125 million.
Assuming the $370 Case, Chase calculated an implied EBITDA (i.e., the earnings
before interest, tax, depreciation, depletion and amortization) per share for
1997, 1998, 1999 and 2000. Such analysis indicated that the Merger and the
Contribution Transaction would result in dilution in Newmont Gold's EBITDA per
share of 4.8% and 0.2% in 1997 and 1998, respectively, and accretion in
Newmont Gold's EBITDA per share of 1.8% and 10.2% in 1999 and 2000,
respectively. Assuming the $400 Case, the Merger and the Contribution
Transaction would result in dilution in Newmont Gold's EBITDA per share of
9.3% and 2.6% in 1997 and 1998, respectively, and accretion in Newmont Gold's
EBITDA per share by 1.5% and 9.5% in 1999 and 2000, respectively. Assuming the
$370 Case, Chase calculated an implied earnings per share for 1997, 1998, 1999
and 2000 for Newmont Gold after giving effect to the Merger and the
Contribution Agreement. Such analysis indicated that the Merger and the
Contribution Transaction would result in dilution in Newmont Gold's earnings
per share of 0.7% in 1997 and in accretion of 10.8%, 19.1% and 49.7% in 1998,
1999 and 2000, respectively. Assuming the $400 Case, the Merger and the
Contribution Transaction would result in dilution in Newmont Gold's earnings
per share of 12.0% in 1997 and accretion in Newmont Gold's earnings per share
of 2.0%, 9.5% and 23.3% in 1998, 1999 and 2000, respectively. Chase also
calculated the implied production, ounces of reserves and reserves and
disclosed mineralized material ("Reserves" and "Reserves and Resources,"
respectively) per thousand shares for the combined company. Such analysis
indicated that the Merger and the Contribution Transaction would be (i)
dilutive to Newmont Gold's forecasted 1997 and 1998 production by 5.2% and
1.6%, respectively, neutral in 1999 and accretive to Newmont Gold's forecasted
2000 production by 4.4%; (ii) dilutive to Newmont Gold's estimated 1996
Reserves by 2.0%; and (iii) accretive to Newmont Gold's 1996 Reserves and
Resources by 6.3%.

The results of the pro forma merger analysis are not necessarily indicative
of the future results or financial performance of Newmont Gold after the
Merger and the Contribution Transaction.

Exchange Ratio Analysis. Chase reviewed the historical exchange ratio of
Newmont Gold Common Stock to Santa Fe Common Stock during the period from June
16, 1994 to March 26, 1997. This analysis revealed that during the period from
June 16, 1994 to December 4, 1996 (the last trading day before the public
announcement of Newmont Mining's first public proposal to acquire Santa Fe),
the highest exchange ratio was 0.407x and the lowest exchange ratio was 0.234x
and that the mean exchange ratio was 0.306x. After giving effect to the
Merger, pursuant to the terms of the Contribution Agreement Newmont Gold will
issue 0.43 shares of Newmont Gold Common Stock for each outstanding share of
Santa Fe Common Stock at the time of the Merger. The 0.43 effective exchange
ratio (the "Effective Exchange Ratio") of shares of Newmont Gold Common Stock
to Santa Fe Common Stock represents a premium of 5.8% over the highest
exchange ratio of Newmont Gold Common Stock to Santa Fe Common Stock during
the period from June 16, 1994 to December 4, 1996, a premium of 84.1% over the
lowest exchange ratio during such period, and a premium of 40.7% over the mean
exchange ratio during such period.

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Comparable Public Company Analysis. Chase compared selected financial ratios
for Santa Fe to the comparable ratios of the following publicly traded
companies (the "Selected Public Companies"): (i) Barrick Gold Corporation,
(ii) Battle Mountain Gold Company, (iii) Echo Bay Mines Ltd., (iv) Homestake
Mining Company, (v) Placer Dome Inc., and (vi) Newmont Gold. Although these
companies were selected for purposes of comparison, none of them is identical
to Santa Fe and there are inherent differences between the businesses,
operations and prospects of each of the Selected Public Companies and Santa
Fe. The comparison indicated: the ratio of Adjusted Market Value (defined as
the aggregate value of outstanding common stock based on market prices as of
March 26, 1997 plus book value of total debt and preferred stock less cash and
cash equivalents (as of September 30, 1996, in the case of the Selected Public
Companies other than Newmont Gold and December 31, 1996 for Newmont Gold and
Santa Fe)) to forecasted 1997 EBITDA ranged from 3.7x to 34.6x for the
Selected Public Companies, compared to 18.6x for Santa Fe without taking into
account any Synergies ("no Synergies") and 16.5x for Santa Fe after adjusting
to reflect 50% of the forecasted Synergies and attributing all such Synergies
to Santa Fe ("50% Synergies"); the ratio of Adjusted Market Value to
forecasted 1998 EBITDA ranged from 3.2x to 23.1x for the Selected Public
Companies, compared to 17.0x for Santa Fe assuming the $400 Case and no
Synergies, 19.6x for Santa Fe assuming the $370 Case and no Synergies, 13.6x
for Santa Fe assuming the $400 Case and 50% Synergies and 15.3x for Santa Fe
assuming the $370 Case and 50% Synergies; the ratio of Fully Diluted Equity
Value (defined as the aggregate value of all common stock on a fully diluted
basis based on market prices as of March 26, 1997) to forecasted 1997 net
income ranged from 13.3x to 84.0x for the Selected Public Companies, compared
to 91.9x for Santa Fe assuming no Synergies and either the $400 Case or the
$370 Case, 60.2x assuming the $400 Case and 50% Synergies and 60.5x for Santa
Fe assuming the $370 Case and 50% Synergies; and the ratio of Fully Diluted
Equity Value to forecasted 1998 net income ranged from 10.5x to 51.8x for the
Selected Public Companies, compared to 102.1x for Santa Fe assuming the $400
Case and no Synergies, 229.8x for Santa Fe assuming the $370 Case and no
Synergies, 43.6x for Santa Fe assuming the $400 Case and 50% Synergies and
62.0x for Santa Fe assuming the $370 Case and 50% Synergies. For each of the
Selected Public Companies other than Newmont Gold, data regarding Adjusted
Market Value and Fully Diluted Equity Value were obtained from publicly
available sources, including press releases, and forecasted 1997 and 1998
EBITDA and net income reflect securities analysts' estimates. For Santa Fe,
forecasted 1997 and 1998 EBITDA and net income are based upon the Financial
Forecasts. Newmont Gold's forecasted 1997 and 1998 EBITDA and net income are
based upon the Financial Forecasts and assume the $400 Case capital fee.

Chase also compared the ratios of Adjusted Market Value to forecasted
production and to Reserves and to Reserves and Resources at December 31, 1996
for Santa Fe to the corresponding ratios of the Selected Public Companies. The
comparison indicated: the ratio of Adjusted Market Value to forecasted 1997
production ranged from $770 to $3,215 for the Selected Public Companies,
compared to $2,548 for Santa Fe, assuming no Synergies and $2,531 for Santa Fe
assuming 50% Synergies; the ratio of Adjusted Market Value to forecasted 1998
production ranged from $699 to $3,343 for the Selected Public Companies,
compared to $2,194 for Santa Fe, assuming no Synergies and $2,144 for Santa Fe
assuming 50% Synergies; the ratio of Adjusted Market Value to Reserves ranged
from $116 to $193 for the Selected Public Companies, compared to $158 for
Santa Fe; and the ratio of Adjusted Market Value to Reserves and Resources
ranged from $68 to $130 for the Selected Public Companies, compared to $89 for
Santa Fe. For each of the Selected Public Companies other than Newmont Gold,
data regarding production, Reserves and Reserves and Resources were obtained
from publicly available sources, including press releases.

Precedent Transaction Analysis. Chase reviewed publicly available
information for five completed or announced transactions involving North
American gold producers since 1990. These transactions did not constitute the
complete list of gold mining transactions which occurred in such period. None
of the selected transactions were considered directly comparable. The
transactions considered involved the following companies (acquiror and target,
respectively): (i) Barrick Gold

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Corporation and Arequipa Resources Ltd., (ii) Battle Mountain Gold Company and
Hemlo Gold Mines Inc., (iii) American Barrick Resources Corporation and Lac
Minerals Ltd., (iv) Homestake Mining Company and International Corona
Corporation and (v) Minorco S.A. and Freeport-McMoRan Gold Company.

The analysis considered the percentage premiums of the offer prices (taking
the share price of the offering company multiplied by the exchange ratio in
the case of stock-for-stock transactions) compared to the target company's
share price (i) one day, (ii) one week and (iii) four weeks prior to the
announcement date of the relevant transaction. The high, low and median
premiums for such transactions for the respective periods were (i) 52.5%,
22.8% and 30.2%, (ii) 71.6%, 20.4% and 28.8% and (iii) 58.9%, 18.6% and 26.0%.
The relevant implied premiums for the Contribution Transaction using the
Effective Exchange Ratio are 68.4%, 75.8% and 72.0%, respectively, based upon
the closing price for Santa Fe Common Stock on December 4, 1996, the last
trading day before the public announcement of Newmont Mining's first public
proposal to acquire Santa Fe. Chase also reviewed certain historical multiples
implied by these transactions, including ratios of (i) Adjusted Transaction
Value (defined as consideration paid plus book value of total debt and
preferred stock less cash and equivalents on the consideration paid in the
case of asset sales) to production over the latest reported twelve months
("LTM"), (ii) Adjusted Transaction Value to Reserves, (iii) Adjusted
Transaction Value to LTM EBITDA, and (iv) Fully Diluted Equity Value to LTM
net income. The high, low and median multiples for such ratios for the
selected transactions were (i) $5,569/oz., $1,025/oz. and $2,108, (ii)
$314/oz., $119/oz. and $175/oz., (iii) 38.1x, 7.8x and 24.4x and (iv) 104.2x,
19.3 and 55.2x. These compared to the implied multiples for the Contribution
Transaction using the Effective Exchange Ratio of (i) $3,344/oz., (ii)
$157/oz., (iii) 24.9x and (iv) 100.3x.

Chase also analyzed the market premiums paid in stock-for-stock transactions
with a transaction value in excess of $1 billion announced since January 1,
1995, calculated (i) one day, (ii) one week and (iii) four weeks prior to the
announcement date of the relevant transaction. The high, low and median
premiums for such transactions for the respective periods were (i) 113.5%, -
3.0% and 24.7%, (ii) 115.1%, -1.8% and 29.7% and (iii) 125.9%, 0.6% and 30.1%,
respectively. Based on the Effective Exchange Ratio, the implied premium to be
paid by Newmont Gold to Santa Fe is 68.4%, 75.8% and 72.0% over the closing
price per share of Santa Fe's shares one day, one week and four weeks,
respectively, preceding December 4, 1996, the last trading day before the
public announcement of Newmont Mining's first public proposal to acquire Santa
Fe.

In using such transactions to value Santa Fe, an analysis of the results was
not simply mathematical nor necessarily precise; rather, it involved complex
considerations and judgments concerning differences in financial and operating
characteristics of each of the constituent companies for each transaction and
other factors that affect public trading values.

Contribution analysis. Chase examined the relative contribution of Santa Fe
and pre-Contribution Transaction Newmont Gold ("Historical Newmont Gold") to
Newmont Gold after the Merger and Contribution Transaction on a number of
different bases assuming the $370 Case and the $400 Case. Financial measures
considered were (i) forecasted 1997, 1998, 1999 and 2000 EBITDA, (ii)
forecasted 1997, 1998, 1999 and 2000 net income, and (iii) 4% and 8% net
present value of existing reserve base, assuming no incremental exploration
benefits. Assuming no Synergies, this analysis indicated that assuming the
$370 Case Historical Newmont Gold would contribute (i) 73.8%, 75.1%, 75.0% and
70.2%, (ii) 80.1%, 90.4%, 120.2% and 104.3% and (iii) 68.1% and 70.8.%,
respectively and assuming the $400 Case Newmont Gold would contribute (i)
77.0%, 75.7%, 73.3% and 68.6%, (ii) 85.9%, 87.1%, 82.5% and 72.1% and (iii)
68.0% and 70.4.%, respectively. Assuming 50% Synergies with all such Synergies
allocated to Santa Fe, this analysis indicated that assuming the $370 Case
Historical Newmont Gold would contribute (i) 71.4%, 70.3%, 69.4% and 64.5%,
(ii) 72.6%, 71.8%, 76.0% and 62.2% and (iii) 65.6% and 68.2%, respectively and
assuming the $400 Case Historical Newmont Gold would contribute (i) 74.7%,
71.4%, 68.8% and 64.1%, (ii) 79.9%, 74.2%, 69.6% and 61.4% and (iii) 65.9% and
68.3%, respectively. Operating measures considered were (i) forecasted 1997,
1998, 1999 and 2000 production, (ii) December 31, 1996 Reserves and (iii)
December 31, 1996 Reserves and

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<PAGE>

Resources. Assuming no Synergies, this analysis indicated that Historical
Newmont Gold would contribute (i) 69.7%, 67.9%, 66.8% and 64.0%, (ii) 67.2%
and (iii) 61.9%, respectively, and assuming 50% Synergies with all such
Synergies allocated to Santa Fe, Historical Newmont Gold would contribute (i)
69.6%, 67.4%, 66.3% and 63.5%, (ii) 67.2% and (iii) 61.9%, respectively. The
above analyses compare to an implied equity ownership percentage of
approximately 65.8% for Historical Newmont Gold stockholders as a result of
the Merger and the Contribution Transaction. The results of the contribution
analysis are not necessarily indicative of the contribution that the
respective businesses may have in the future.

The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analyses and the application of these methods to the
particular circumstances involved. Such an opinion is therefore not readily
susceptible to partial analysis or summary description and taking portions of
the analyses set out above, without considering the analysis as a whole,
would, in the opinion of Chase, create an incomplete and misleading picture of
the processes underlying the analyses considered in rendering the Chase
Opinion. Chase did not form an opinion as to whether any individual analysis,
considered in isolation, supported or failed to support the Chase Opinion. The
Chase Opinion necessarily involved making complex considerations and judgments
concerning differences in the potential financial and operating
characteristics of the comparable companies and precedent transactions and of
other factors in relation to the trading and acquisition values of the
comparable companies. In arriving at its opinion, Chase considered the results
of all such analyses and did not attribute particular weight to any one
analysis or factor considered by it. No other company used in the comparable
company analysis is identical to Santa Fe and no transaction used in the
precedent transaction analysis summarized above is identical to the Merger or
the Contribution Transaction. The analyses performed by Chase, particularly
those based on forecasts, are not necessarily indicative of actual values or
actual future results, which may be significantly more or less favorable than
suggested by such analyses. Such analyses were prepared solely as part of
Chase's analysis of the fairness, from a financial point of view, to the
stockholders of Newmont Gold, other than Newmont Mining, of the Consideration
to be paid in the Contribution Transaction together with the related
assumption by Newmont Gold of the Assumed Expenses pursuant to the terms of
the Contribution Agreement. The foregoing summary does not purport to be a
complete description of the analyses prepared by Chase.

Chase, as part of its financial advisory business, is continually engaged in
the valuation of businesses and their securities in connection with mergers
and acquisitions and valuations for estate, corporate and other purposes. The
Chase Manhattan Corporation and its affiliates, including Chase, in the
ordinary course of business, have, from time to time, provided, and in the
future may continue to provide, commercial and investment banking services to
Santa Fe, Newmont Mining and Newmont Gold. In the ordinary course of business,
Chase or its affiliates may trade in the debt and equity securities of Santa
Fe, Newmont Mining and Newmont Gold for its own accounts and for the accounts
of its customers and, accordingly, may at any time hold a long or short
position in such securities.

Newmont Gold engaged Chase as its financial advisor because Chase is an
internationally recognized investment banking firm that has substantial
experience in transactions similar to the Merger and the Contribution
Transaction. The terms of the engagement of Chase by Newmont Gold are set
forth in a letter agreement, dated March 19, 1997, between Chase and Newmont
Gold (the "Engagement Letter"). Pursuant to the terms of the Engagement
Letter, a fee of $500,000 was payable to Chase upon delivery of the Chase
Opinion. In addition, Newmont Gold has agreed to reimburse Chase for its
reasonable out-of-pocket expenses, including reasonable fees and disbursements
of its counsel, and to indemnify Chase against certain liabilities relating to
or arising out of its engagement.

CONSUMMATION OF THE CONTRIBUTION TRANSACTION CONTINGENT UPON CONSUMMATION OF
THE MERGER

Newmont Gold and Newmont Mining will not proceed with the Contribution
Transaction unless the Merger is consummated. Consummation of the Merger is
subject to a number of conditions and the

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<PAGE>

Merger Agreement can be terminated in certain circumstances. See "The Merger
Agreement--Conditions of the Merger" and "--Termination."

U.S. FEDERAL INCOME TAX CONSEQUENCES

There will not be any U.S. Federal income tax consequences of the
Contribution Transaction to Newmont Gold's minority stockholders or to Newmont
Gold.

ABSENCE OF APPRAISAL RIGHTS

The Newmont Gold stockholders are not entitled to appraisal or dissenters'
rights in connection with the Contribution Transaction.

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THE MERGER

GENERAL

The Newmont Mining Board and the Santa Fe Board have approved the Merger
Agreement, which provides that, subject to the terms and conditions of the
Merger Agreement, and in accordance with the Delaware General Corporation Law,
as amended (the "DGCL"), at the Effective Time, Newmont Mining, Sub and Santa
Fe will consummate the Merger in which Sub will be merged with and into Santa
Fe. Santa Fe will be the Surviving Corporation in the Merger. In the Merger,
each outstanding share of Santa Fe Common Stock will be converted into the
right to receive 0.43 of a share of Newmont Mining Common Stock. For more
detailed information regarding the Merger Agreement, see "The Merger
Agreement."

BACKGROUND OF THE MERGER

From time to time, commencing shortly after it became a public company in
1994, Santa Fe has considered its strategic alternatives for maximizing
stockholder value, including methods of increasing the multiples at which
Santa Fe Common Stock trades. An attractive acquisition or business
combination was regarded as a possible method for achieving this goal.

Under applicable financial reporting and accounting rules, a company may not
"initiate" a business combination to be accounted for as a pooling of
interests within two years of the time that the company was a subsidiary of
another company. Santa Fe ceased being a subsidiary of SFP on September 30,
1994. Accordingly, prior to October 1, 1996, Santa Fe could not "initiate" a
business combination to be accounted for as a pooling of interests.
Preliminary discussions are not generally regarded as the "initiation" of a
business combination. Santa Fe and the Santa Fe Board were aware of, and were
advised by Price Waterhouse regarding, these rules. Throughout the
consideration of strategic alternatives, the Santa Fe Board was cognizant of
acting in a manner designed to preserve the ability to complete a pooling of
interests transaction after September 1996. See "--Anticipated Accounting
Treatment."

In September 1995, Santa Fe was approached by an investment bank which
proposed that Santa Fe discuss a possible business combination with a major
international gold company ("Gold Company A").

On October 6, 1995, SBC Warburg Inc. ("SBCW") which had acted as financial
advisor to Santa Fe in the past, made a presentation to Santa Fe's management
regarding an overview of strategic alternatives, including possible business
combinations with certain gold companies, including Gold Company A.

Later in October 1995, Santa Fe met with Gold Company A and both companies
signed confidentiality agreements. Also in October 1995, another international
gold company ("Gold Company B") approached Santa Fe regarding a possible
business combination. In November 1995, Santa Fe, Gold Company A and Gold
Company B held discussions regarding a possible three-way business
combination. Neither Homestake nor Newmont Mining was involved in this
possible transaction.

On December 7, 1995, the Santa Fe Board met and discussed Santa Fe's
strategic alternatives, including the possible three-way business combination.
SBCW presented an analysis of the possible three-way business combination to
the Santa Fe Board. During the period from December 1995 through February
1996, Santa Fe held various discussions with Gold Company A and Gold Company B
regarding the possible three-way business combination.

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<PAGE>

On January 19, 1996, Santa Fe retained SBCW to act as its financial advisor
with respect to defining and implementing certain strategic options, including
a possible acquisition or merger of equals.

On January 25, 1996, and February 20, 1996, the Santa Fe Board met and
considered, among other things, the status of the possible three-way business
combination. SBCW made a presentation on the possible three-way combination to
the Santa Fe Board at the January 25, 1996 meeting.

Discussions and limited due diligence investigations regarding the possible
three-way business combination continued on an intermittent basis until late
spring 1996, at which time one of the other parties took certain corporate
steps not involving the three-way business combination and, accordingly,
discussions regarding such combination were terminated. Although it was
contemplated that such business combination would be a stock-for-stock
transaction, the parties never discussed possible exchange ratios.

On March 4, 1996, at a meeting initiated by Harry M. Conger, then Chairman
and Chief Executive Officer of Homestake, and Jack E. Thompson, then President
of Homestake, Messrs. Conger and Thompson advised Patrick M. James, Chairman,
President and Chief Executive Officer of Santa Fe, that Homestake believed
that a combination of Homestake and Santa Fe would be in the best interests of
both companies. Because the Santa Fe Board, although continuing to study Santa
Fe's strategic options, had made no determination to alter its course of
operating as an independent public company, Mr. James replied that Santa Fe
believed its best interests would at the time be served by remaining
independent.

On March 28, 1996, the Santa Fe Board met and, among other things, continued
to review Santa Fe's strategic alternatives, including the possibility of a
business combination with certain gold companies (including Homestake and
Newmont Mining), the acquisition of a gold company, the formation of a
strategic alliance or remaining an independent company. SBCW made a
presentation to the Santa Fe Board at this meeting regarding these matters.

During the period from April 1996 to August 1996, representatives of Santa
Fe held meetings with representatives of five other gold companies (none of
which is referred to above), to discuss the possibility of a business
combination.

Members of senior management of Newmont Mining have from time to time over
the past several years considered potential acquisition candidates in light of
their belief that the mining industry would continue its trend toward greater
consolidation. Various investment banking firms have, from time to time, made
presentations to Newmont Mining's senior management relating to the mining
industry and potential acquisition targets. In March 1996, Newmont Mining
retained Goldman Sachs for the express purpose of exploring the possibility of
a transaction with Santa Fe.

In April 1996, at a meeting of the Gold Institute, a gold mining industry
association, Ronald C. Cambre, Chairman, President and Chief Executive Officer
of Newmont Mining and Newmont Gold, approached Mr. James and discussed with
him the possibility of combining their businesses. During this discussion, Mr.
Cambre provided Mr. James summary materials prepared by Newmont Mining and
Goldman Sachs concerning the strategic rationale for a combination of Newmont
Mining and Santa Fe, including potential synergies and reserves estimates.

On April 29, 1996, Mr. Cambre sent a letter to Mr. James in which he thanked
Mr. James for taking the time to meet with him at the Gold Institute meeting.
Mr. Cambre reaffirmed his interest in the possibility of a business
combination involving their two companies and indicated his desire to
consummate a business combination between Newmont Mining and Santa Fe prior to
the end of 1996. Mr. Cambre enclosed with the April 29 letter a briefing
booklet providing further details and analyses relating to a potential
combination of Newmont Mining and Santa Fe.

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<PAGE>

On May 10, 1996, Mr. James called Mr. Cambre to respond to this letter and
suggested the possibility of forming a technology joint venture with Newmont
Mining to capitalize on each company's refractory ore processing technologies.
Mr. James suggested that the joint venture would provide a forum for the two
firms to work together. Mr. James deferred consideration of a possible
business combination.

On May 23, 1996, the Santa Fe Board met and continued its consideration of
possible business combinations and other strategic alternatives.

On July 17, 1996, following discussions between the parties earlier in July,
Mr. Cambre sent a letter to Mr. James reiterating the interest of the Newmont
Mining Board in exploring a business combination of Newmont Mining and Santa
Fe. In the letter, Mr. Cambre noted that a combination of the two companies
"has the potential to immediately create significant value for our respective
shareholders" and set forth Newmont Mining's preliminary estimate of $30 to
$40 million per year of operating and financial synergies. In the July 17
letter, Mr. Cambre also offered to meet with Mr. James or members of the Santa
Fe Board at any time to discuss a possible transaction.

On July 25, 1996, the Santa Fe Board met and continued its consideration of
possible business combinations and other strategic alternatives. As a result
of the previous discussions held with potential parties to business
combinations and discussions at this and previous board meetings, the Santa Fe
Board decided to focus its attention on Newmont Mining, Homestake and Gold
Company A as the most favorable potential parties to a business combination. A
few days later, in response to an inquiry from Santa Fe, Gold Company A
informed Santa Fe that it was not interested in pursuing a business
combination with Santa Fe.

On August 2, 1996, at a meeting initiated by Mr. Thompson, Mr. Thompson
reiterated to Mr. James Homestake's interest in a business combination between
Santa Fe and Homestake. At this meeting, Mr. Thompson discussed the possible
benefits of a combination of the two companies and Mr. Thompson presented Mr.
James a letter which stated that Mr. Thompson looked forward to the
possibility of combining Homestake and Santa Fe.

On August 5, 1996, Mr. James called Mr. Cambre and said that at the present
time Santa Fe was focused on internal development but would likely entertain
business combination proposals at some future time.

On August 8, 1996, Mr. Cambre sent a letter to Mr. James indicating Mr.
Cambre's disappointment with the decision of the Santa Fe Board to not pursue
a transaction at such time. Mr. Cambre noted in the August 8 letter Newmont
Mining's belief that considerable shareholder value would be created by a
merger of the two companies and said that he still would appreciate the
opportunity to have a more in-depth discussion with Mr. James or members of
the Santa Fe Board concerning the matter.

In light of Santa Fe's focus at the time on a stand-alone business plan, on
August 22, 1996, Mr. James sent a letter to Mr. Cambre in which he stated that
Santa Fe did not believe that the time was right for Santa Fe to discuss a
potential business combination with Newmont. On September 13, 1996, Mr. James
called Mr. Thompson to advise him that Santa Fe was not interested in pursuing
a business combination with any company at that time.

On September 26, 1996, the Santa Fe Board met and continued its
consideration of possible strategic alternatives, including to continue to
operate as an independent public company. SBCW made a presentation to the
Santa Fe Board at this meeting updating its analysis of possible strategic
alternatives. As a result of, among other things, the expiration on October 1,
1996 of the two-year period during which Santa Fe could not "initiate" a
transaction to be accounted for as a pooling of interests, the Santa Fe Board
determined to explore actively a possible business combination, in addition to
exploring other options to maximize stockholder value, including by remaining
an

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<PAGE>

independent company. The Santa Fe Board determined that it would be
appropriate to begin the process by speaking to a single company, and
determined to commence discussions with Newmont Mining, which had to that
point presented more detailed information regarding the potential benefits of
a business combination with Santa Fe than had Homestake.

The Santa Fe Board then designated Mr. James and David H. Batchelder, a
director of Santa Fe, as Santa Fe's negotiating team and directed Mr. James
and Mr. Batchelder to commence discussions with Newmont Mining as to a
possible business combination on or after October 1, 1996.

On September 30, 1996, Mr. James telephoned Mr. Cambre and arranged for an
October 1, 1996 meeting at Mr. Cambre's home. Mr. James indicated that Mr.
Batchelder would be present at the meeting.

On October 1, 1996, in response to Mr. James' request, Mr. Cambre and Wayne
W. Murdy, Executive Vice President and Chief Financial Officer of Newmont
Mining, met with Mr. James and Mr. Batchelder. At the meeting, Mr. James
indicated that, following discussions with members of the Santa Fe Board there
was sufficient interest on the part of the Santa Fe Board regarding a possible
business combination transaction with Newmont Mining to warrant further
discussions. Mr. Batchelder said that he had been assigned by the Santa Fe
Board to work with Mr. James on the matter, and that it would be helpful to
further deliberations by the Santa Fe Board if Newmont Mining could provide
Santa Fe with a potential indication of value (subject to due diligence) as a
demonstration of Newmont Mining's level of interest. If the value indicated by
Newmont Mining was of sufficient interest, Mr. Batchelder said that Santa Fe
would be prepared to commence mutual due diligence investigations. Messrs.
James and Batchelder said that Newmont Mining should concentrate on providing
a premium price for Santa Fe's stockholders in a stock-for-stock transaction
to be accounted for as a pooling of interests.

In response to such request, on October 9, 1996, Mr. Cambre sent Mr. James a
letter which stated that, based on, among other things, the information
available to Newmont Mining and projections of potential synergies, Newmont
Mining would be prepared to offer Santa Fe stockholders 0.32 to 0.35 of a
share of Newmont Mining Common Stock per share of Santa Fe Common Stock in a
tax-free stock-for-stock business combination to be accounted for as a pooling
of interests. The range represented a premium of 23% to 35% over the market
price of the Santa Fe Common Stock on October 8, 1996. Newmont Mining's
proposal was subject to due diligence and to Santa Fe agreeing to negotiate
exclusively with Newmont Mining for 60 days. In the letter, Mr. Cambre said
that the merger agreement Newmont Mining was prepared to enter into would
include Santa Fe granting Newmont Mining an option to purchase 19.9% of the
outstanding shares of Santa Fe's Common Stock and a termination fee of a size
consistent with standard practice. On October 17, 1996, at a meeting initiated
by Mr. James, Mr. James and Mr. Batchelder discussed the letter with Mr.
Cambre. At this meeting, Mr. Batchelder advised Mr. Cambre that the low end of
Newmont Mining's proposed range of values was unacceptable, that an option to
purchase Santa Fe Common Stock was not acceptable because it would prevent a
subsequent transaction with another party from being accounted for as a
pooling of interests, and that Santa Fe was not prepared to negotiate
exclusively with Newmont at that point. Mr. Cambre responded that Newmont
Mining had defined the range that it was then prepared to offer as precisely
as then possible.

On October, 17, 1996, the Santa Fe Board held a telephonic briefing at which
Mr. James and Mr. Batchelder explained to the Santa Fe Board the status of
their discussions with Newmont Mining.

On October 25, 1996, Messrs. Cambre and James met to discuss their
respective companies' management personnel and the management of the combined
company after the proposed merger. At the beginning of the meeting, Mr. James
presented to Mr. Cambre an executed copy of a confidentiality agreement in the
form which the parties had discussed and negotiated earlier that week, which
Mr. Cambre also subsequently executed. The confidentiality agreement entered
into between

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<PAGE>

Santa Fe and Newmont Mining did not contain any "standstill" provisions that
would limit or preclude Newmont Mining from making an acquisition offer
directly to Santa Fe's stockholders or taking other actions in furtherance of
any Newmont Mining acquisition attempt which might be made without the
approval of the Santa Fe Board.

Between October 25 and October 31, 1996, Mr. Cambre and Mr. James spoke
several times concerning scheduling a due diligence meeting at which the
parties would exchange information. During this period, Newmont Mining and
Santa Fe began exchanging information, including certain non-public
information, in order to facilitate the due diligence process. On November 1,
1996, Mr. Cambre sent Mr. James a letter confirming arrangements for the due
diligence meeting, which had been rescheduled for November 8 and 9.

On November 6, 1996, Mr. James received a letter from Mr. Thompson in which
Mr. Thompson stated that he was prepared to recommend to the Board of
Directors of Homestake (the "Homestake Board") a business combination between
Homestake and Santa Fe which would include a share exchange ratio that would
result in a premium for the Santa Fe stockholders, and that would result in
the respective Santa Fe and Homestake stockholders sharing equally in the new,
larger company.

On November 7, 1996, Mr. James and Bruce Hansen, Senior Vice President--
Corporate Development of Santa Fe, met with another gold company, at the
initiation of the other gold company, to discuss a possible business
combination. The other gold company discussed a possible stock-for-stock
transaction not involving a premium for the Santa Fe Common Stock. Mr. James
informed the members of the Santa Fe Board of this meeting and Santa Fe
determined that such transaction would not be as attractive to Santa Fe as a
transaction with Newmont Mining or Homestake because it did not involve a
premium.

On November 8 and 9, 1996, representatives of Newmont Mining and Santa Fe,
including, among others, Messrs. Cambre, Murdy, Batchelder and James and
representatives of Goldman Sachs and SBCW, met in Dallas for a session which
included presentations by each company concerning their future operations and
projected performance and the opportunity of each company to ask questions of
the other. Santa Fe's presentation included a presentation of Santa Fe's new
five-year business plan, as well as a discussion of the restructuring plan
which Mr. James had earlier discussed with Mr. Cambre.

At a dinner meeting held on November 8, 1996 attended by Messrs. James,
Batchelder, Cambre and Murdy, Mr. James and Mr. Batchelder requested that
Newmont Mining submit a formal proposal to the Santa Fe Board and they agreed
to send to Mr. Cambre a letter setting forth the items Santa Fe wanted Newmont
Mining to address in its proposal. In addition, Mr. Batchelder informed
Messrs. Cambre and Murdy that Newmont Mining was not the only party with whom
Santa Fe was discussing a possible business combination.

On November 12, 1996, at a meeting initiated by Mr. Thompson, Mr. James and
Mr. Thompson discussed Mr. Thompson's November 6 letter and Mr. Thompson's
views of the benefits of a business combination between Santa Fe and
Homestake.

On November 13, 1996, at a telephonic briefing, the Santa Fe Board discussed
the status of Mr. James' and Mr. Batchelder's discussions with Newmont Mining.
Mr. James also reported on his conversation with Mr. Thompson. The Santa Fe
Board then authorized Mr. James and Mr. Batchelder to determine on what terms
Homestake would be willing to proceed with a possible business combination.

On November 13, 1996, Mr. James sent a letter to Mr. Cambre setting forth a
list of items he indicated that Santa Fe wanted Newmont Mining to address as
part of its proposal. These included the specific exchange ratio and the
structure of the exchange ratio, including pricing structure and

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collar and termination provisions, the major provisions of a merger agreement,
details of the number and nature of board positions expected to be made
available to existing directors of Santa Fe, an indication of the potential
future roles within the combined organization of Santa Fe's current senior
management, the treatment of Santa Fe's stock option and benefit plans and the
manner in which service seniority would be handled, the type and amount of
synergies to be realized in a combination of the two companies and an
explanation of the proposed structure of the transaction, in particular
addressing the mechanism by which Santa Fe would be combined with Newmont Gold
and the approach to the management of the Newmont Gold minority interest.

On November 13, 1996, Mr. James called Mr. Thompson to suggest that the
management of the two companies meet in Tucson, Arizona, on the weekend of
November 16 and 17, 1996, to discuss their companies and the possible benefits
of a business combination between them. Mr. James advised Mr. Thompson that
Homestake should prepare a due diligence presentation if it wanted to be
considered by Santa Fe in a strategic transaction. Mr. James asked Mr.
Thompson to clarify the statement in Mr. Thompson's November 6, 1996 letter to
the effect that Santa Fe and Homestake stockholders would share equally in the
new larger company. Mr. Thompson said that he contemplated an exchange ratio
of one share of common stock of Homestake, par value $1.00 per share
("Homestake Common Stock"), for each share of Santa Fe Common Stock. Mr. James
said that such exchange ratio would be inadequate.

On November 15, 1996, Mr. James and Mr. Cambre spoke by telephone concerning
personnel matters and agreed to meet in New York with Hay Associates, a
personnel consulting firm, to discuss personnel matters and the selection of
management for the combined entity.

On November 17, 1996, Santa Fe signed a confidentiality agreement with
Homestake. On November 17 and 18, 1996, representatives of Santa Fe and
Homestake met in Tucson, Arizona, to make due diligence presentations to each
other and to discuss the benefits of a business combination.

On November 18, 1996, Mr. James gave Mr. Thompson a letter stating that
Homestake should submit a proposal for a business combination to Santa Fe by
November 21, 1996, if Homestake was interested in pursuing a business
combination with Santa Fe. The letter also set forth information that Santa Fe
expected Homestake to address as part of its proposal, similar in content to
the November 13 letter to Newmont Mining.

On November 19, 1996, Mr. James met with Mr. Cambre in New York, together
with a representative of Hay Associates, to discuss personnel matters and the
selection of management for the combined entity. On November 20, the Newmont
Mining Board met in New York to discuss the potential transaction. At this
meeting, the Newmont Mining Board authorized Mr. Cambre to determine the
actual exchange ratio to be included in the proposal to be given to Santa Fe,
provided that it was within the range approved by the Newmont Mining Board.

On November 21, 1996, Mr. Cambre sent a letter to Mr. James in response to
Santa Fe's request for a proposal and Mr. James' letter of November 13. On
behalf of Newmont Mining, Mr. Cambre proposed a stock-for-stock merger
transaction that would be tax-free to both companies' stockholders and would
be accounted for as a pooling of interests. The proposal, which was subject to
Newmont Mining's satisfactory completion of confirmatory due diligence,
offered an exchange ratio of 0.33 of a share of Newmont Mining Common Stock
for each share of Santa Fe Common Stock (which represented a premium of 35%
above the closing price of the Santa Fe Common Stock on November 20). The
proposal did not offer a collar or any termination provision based on trading
prices of the companies' shares. In exchange for Newmont Mining's willingness,
in response to Santa Fe's request, to eliminate its request for an option to
purchase 19.9% of the shares of Santa Fe Common Stock, Newmont Mining's
proposal also required that the definitive merger agreement to be entered into
by the parties contain a $75 million termination fee payable by Santa Fe. In
addition, the letter indicated that Newmont Mining would be willing to place
three current members of the Santa Fe Board on the

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Newmont Mining Board upon completion of the transaction, and further indicated
Newmont Mining's intention to retain Hay Associates to assist in the process
of choosing the best management personnel from both firms to lead the combined
entity.

On November 22, 1996, Mr. James received from Mr. Thompson a letter
proposing a business combination in which each share of Santa Fe Common Stock
would be converted into the right to receive 1.115 shares of Homestake Common
Stock and each of Santa Fe and Homestake would be entitled to designate five
members of the Homestake Board, with those ten directors then choosing two
additional directors. Homestake proposed that its transaction would be tax-
free and accounted for as a pooling of interests. Homestake also proposed
mutual termination fees of $85 million and mutual options to purchase common
stock which would be exercisable upon the occurrence of certain triggering
events.

Although each of Newmont Mining and Homestake sought exclusivity as a
condition to any further consideration of its proposal, Santa Fe did not
acquiesce to either party's condition and continued to deal with both parties.
Both Newmont Mining and Homestake stated that they would need to complete
their due diligence investigation of Santa Fe.

During the period from November 22, 1996 through November 26, 1996, Santa Fe
held further discussions with Homestake seeking to, among other things,
increase the consideration offered, reduce the termination fees and eliminate
the cross-options to purchase common stock. Homestake was informed that mutual
stock options were not acceptable because they would prevent a subsequent
transaction with another party from being accounted for as a pooling of
interests and that $85 million was too large a termination fee. Homestake
modified the "no solicitation" and termination aspects of its proposal and
agreed to drop the cross-options, but did not modify its proposed exchange
ratio.

On November 23, 1996, Messrs. James and Batchelder telephoned Messrs. Cambre
and Murdy to provide certain responses to Newmont Mining's proposal, as set
forth in Mr. Cambre's letter of November 21. Messrs. James and Batchelder said
that Santa Fe's Board would meet on Tuesday, November 26, to consider the two
proposals which had been received. During this conversation, Messrs. James and
Batchelder requested that Newmont Mining reconsider or clarify certain aspects
of its proposal. In response to a request by Santa Fe, the parties held a
conference call on November 25 during which Santa Fe received an update
concerning, among other matters, Newmont Mining's Batu Hijau project in
Indonesia.

On Monday, November 25, 1996, Mr. Cambre sent an additional letter to Mr.
James and Mr. Batchelder responding to their November 23 telephone
conversation. In the November 25 letter, Mr. Cambre indicated that Newmont
Mining would not be willing to include a collar together with its exchange
ratio or to make the termination fee reciprocal, but would be willing to
revise its proposal to reduce the termination fee payable by Santa Fe to $65
million, inclusive of expenses, and also provided "fiduciary out" language to
be included in the merger agreement. Mr. Cambre also indicated that, in
response to Santa Fe's request, Newmont Mining would permit Santa Fe to
provide Newmont Mining with a list of six directors, from which the nominating
committee of the Newmont Mining Board would select the three to be included on
the Newmont Mining Board. He further indicated Newmont Mining's willingness to
offer Mr. James and Roy Wilkes, Executive Vice President and Chief Operating
Officer of Santa Fe, employment contracts to ensure their security as to their
roles in the combined company, and to honor Santa Fe's existing severance
agreements and the "change of control" provisions in Santa Fe's stock programs
as well as to offer to Santa Fe's employees the opportunity to participate in
benefit programs currently available to Newmont Mining employees at comparable
levels, taking into account years of service with Santa Fe.

On November 26, 1996, the Santa Fe Board met to consider both the Homestake
and the Newmont Mining proposals. Following discussion and a presentation by
SBCW, the Santa Fe Board unanimously determined that the Homestake proposal
represented a more attractive alternative than

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the Newmont Mining proposal. The Santa Fe Board determined to proceed with
Homestake on the condition that the termination fee contemplated by the
Homestake proposal be reduced to $65 million.

The Santa Fe Board's determination that the Homestake proposal represented a
more attractive alternative than the Newmont Mining proposal was based, among
other things, on (i) the higher value of the Homestake proposal compared to
the Newmont Mining proposal based on the exchange ratios proposed and recent
market prices of the Homestake Common Stock and the Newmont Mining Common
Stock (based on the closing prices for the stocks on November 25, 1996, the
Homestake proposal had a value of $16.73 per share of Santa Fe Common Stock as
compared to $15.96 per share of Santa Fe Common Stock for the Newmont Mining
proposal), (ii) the financial condition, results of operations and cash flow
of Homestake and Newmont Mining, both on a historical and a prospective basis
(including that Homestake had a lower level of debt relative to its
capitalization than Newmont Mining and that Newmont Mining's future cash flow
and growth are more dependent on projects and technologies (such as the Batu
Hijau project and the use of bioleaching technology) which were perceived as
bearing a higher degree of risk than Homestake's projects and technologies;
the Santa Fe Board also noted that Newmont Mining had a greater level of
growth than Homestake), (iii) the strategic fit between Santa Fe and each of
Homestake and Newmont Mining, including the opportunities for synergies and
cost savings, (iv) the ability of the Santa Fe stockholders to participate in
the potential benefits of each transaction through the ownership of
approximately 50% of the Homestake Common Stock in the case of Homestake and
the ownership of approximately 30% of the Newmont Mining Common Stock in the
case of Newmont Mining, (v) the post-transaction composition of the Boards of
Directors of Homestake and Newmont Mining, respectively, contemplated by each
proposal, and (vi) that the Santa Fe stockholders would have the opportunity
for additional gain from possible higher multiples which may be accorded over
time to the Homestake Common Stock following the consummation of a business
combination with Homestake, whereas Newmont Mining traded at the higher end of
the range of multiples for gold mining stocks. In addition, the Santa Fe Board
believed that the terms of Homestake's proposal, including the proposed
termination fee (assuming a reduction to $65 million), would not deter a more
attractive offer for Santa Fe. On November 26, 1996, Homestake agreed to
reduce the termination fee contemplated by its proposal to $65 million.

In the afternoon of Wednesday, November 27, 1996, Mr. Cambre telephoned Mr.
James in order to learn of Santa Fe's decision with respect to Newmont
Mining's proposal. Later that afternoon, Mr. James and Mr. Batchelder
telephoned Mr. Cambre and informed him that Newmont Mining's proposal of
November 21, as modified by the letter of November 25, had been rejected by
the Santa Fe Board at a meeting on November 26. Mr. Cambre asked Mr. James and
Mr. Batchelder to explain the reason for the rejection and was told that the
Santa Fe Board had not considered Newmont Mining's proposal to be the best
among the options it had available.

Later that day, Santa Fe and Homestake negotiated and signed an exclusivity
agreement required by Homestake pursuant to which (i) neither party would
solicit or encourage a business combination with any third party prior to
December 12, 1996, and (ii) if a definitive agreement was not signed by
December 12, 1996, and prior to such date a third party had made a business
combination proposal to Santa Fe, then Santa Fe would pay Homestake $5
million.

During the period from November 27, 1996, through December 8, 1996, Santa Fe
and Homestake continued discussions of the terms of a possible business
combination and negotiated the terms of a definitive merger agreement (the
"Homestake Merger Agreement").

During the period from Wednesday afternoon, November 27, 1996, to Wednesday,
December 4, 1996, the members of senior management of Newmont Mining held
discussions with Newmont Mining's legal and financial advisors to consider
alternatives with respect to a transaction with Santa Fe.

On December 5, 1996, following a special meeting of the Newmont Mining
Board, Newmont Mining delivered a proposal letter to the Santa Fe Board, which
letter was immediately made public by

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<PAGE>

Newmont Mining through a press release. In such letter, Newmont Mining
proposed to acquire Santa Fe in a stock-for-stock merger in which each share
of Santa Fe Common Stock would be exchanged for 0.33 of a share of Newmont
Mining Common Stock in a transaction that would be tax-free to Santa Fe
stockholders and would be accounted for as a pooling of interests. The letter
further indicated that the proposal was not contingent upon due diligence and
could close as soon as regulatory and stockholder approvals were received.

Later on December 5, 1996, Santa Fe publicly confirmed that it had received
Newmont Mining's letter, but declined to comment further. On the same day, the
Santa Fe Board met and considered, among other things, the Homestake proposal
and unanimously determined to proceed to a definitive merger agreement with
Homestake and not to proceed with Newmont Mining.

On December 8, 1996, the Santa Fe Board met to consider the Homestake Merger
Agreement. Following a discussion of the matter and a presentation by SBCW,
the Santa Fe Board approved the Homestake Merger Agreement. On the same day,
Santa Fe and Homestake signed the Homestake Merger Agreement and on December
9, 1996, issued a joint press release announcing the Homestake Merger
Agreement.

On January 3, 1997, the Newmont Mining Board approved Newmont Mining
increasing its offer to acquire Santa Fe to 0.40 of a share of Newmont Mining
Common Stock per share of Santa Fe Common Stock (the "Revised Proposal") and
commencing an exchange offer (the "Exchange Offer") to acquire all the
outstanding shares of Santa Fe Common Stock at such exchange ratio conditioned
on, among other things, (i) the tender of 90% of the Santa Fe Common Stock
outstanding on a fully diluted basis, (ii) the receipt of a letter from
Newmont Mining's independent accountants that a business combination with
Santa Fe will qualify for pooling of interests accounting treatment, (iii) the
termination of the Homestake Merger Agreement and (iv) the approval of the
issuance of Newmont Mining Common Stock contemplated by the Revised Proposal
by the stockholders of Newmont Mining.

On January 7, 1997, Newmont Mining publicly announced the Revised Proposal
and its intention to make the Exchange Offer and sent a letter to the Santa Fe
Board to such effect. In such letter, Newmont Mining requested that the Santa
Fe Board authorize Santa Fe to enter into immediate negotiations with Newmont
Mining regarding the Revised Proposal. The letter further informed the Santa
Fe Board that if Santa Fe did not terminate its proposed merger with
Homestake, Newmont Mining would solicit proxies against such merger pursuant
to proxy solicitation materials, preliminary copies of which had been filed
with the Commission.

In addition, on such date, Newmont Mining filed the Registration Statement
with the Commission, as well as a preliminary proxy statement and other
materials for the solicitation by Newmont Mining of Santa Fe's stockholders to
vote against the Homestake Merger Agreement.

The terms of the Homestake Merger Agreement prohibited Santa Fe from
providing any non-public information to Newmont Mining or engaging in
negotiations or substantive discussions with Newmont Mining regarding the
Revised Proposal unless the Santa Fe Board determined that the failure to do
so would create a reasonable possibility of a breach of its fiduciary duties.
On January 12, 1997, the Santa Fe Board met with its legal and financial
advisors to consider this issue, and determined that failing to take such
actions would create a reasonable possibility of a breach of its fiduciary
duties. On January 13, 1997, Santa Fe publicly announced that it planned to
meet with Newmont Mining with respect to the Revised Proposal so that any
future decisions or actions would be consistent with and advance the best
interests of Santa Fe's stockholders.

On January 15, 1997, Mr. James sent Mr. Cambre a letter attaching a list
requesting information from Newmont Mining on a variety of matters.

Thereafter, Newmont Mining began delivering responses to Santa Fe's
information request. In late January, members of Newmont Mining and Santa Fe
management and their respective legal and

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financial advisors met. Following the late January meeting, various teams of
management and operational employees of Newmont Mining and Santa Fe, as well
as their financial advisors, exchanged financial and operational information
concerning the respective companies in order to provide Santa Fe with a
clearer understanding of Newmont Mining's operations and to permit management
of each company the opportunity to more accurately calculate potential synergy
savings and the financial impact of a proposed business combination from the
perspective of each company's stockholders. During the period between the late
January and March 8 meetings, members of Newmont Mining's and Santa Fe's
management and operational teams and each company's financial advisors met on
numerous occasions.

On January 28, 1997, Santa Fe's attorneys provided to Newmont Mining and its
attorneys a draft of a merger agreement to be used in connection with possible
merger discussions between Newmont Mining and Santa Fe. Subsequently, Newmont
Mining's and Santa Fe's attorneys discussed certain aspects of the draft
agreement.

On February 4, 1997, Santa Fe sent letters to Homestake and Newmont Mining
inviting each to make a presentation to the Santa Fe Board at a meeting
originally scheduled for February 13, 1997 (each having requested the
opportunity to make such a presentation). The letters stated that following
such presentations, the Santa Fe Board intended to consider each proposal that
it received and decide what action would be in the best interests of Santa Fe
stockholders. The letters also stated that it was anticipated that the process
would be brought to a close promptly following the Santa Fe Board's
deliberations and that, accordingly, each company should present its "best and
final proposal, including [its] best and final exchange ratio." The letters
further stated that the highest priorities for the Santa Fe Board were value
(over both the long and short term) and certainty of closing.

During the period beginning on January 7, 1997, Newmont Mining, and
subsequently Santa Fe, sought formal interpretive advice from the Commission
that the payment by Santa Fe to Homestake of the $65 million termination fee
provided for in the Homestake Merger Agreement would not prevent Newmont
Mining from using pooling of interests accounting treatment for a business
combination between Newmont Mining and Santa Fe. Santa Fe determined not to
proceed with the meeting of the Santa Fe Board originally scheduled for
February 13, 1997, until it received such advice.

On February 7, 1997, Homestake requested that the Santa Fe Board reaffirm
its recommendation that Santa Fe stockholders approve a proposal to adopt the
Homestake Merger Agreement. Under the terms of the Homestake Merger Agreement,
if the Santa Fe Board failed to reaffirm such recommendation within 14 days of
such request, Homestake would have had the right to terminate the Homestake
Merger Agreement and be paid $65 million. On February 20, 1997, the Santa Fe
Board determined to reaffirm its recommendation of the Homestake Merger
Agreement. The next day, it communicated the reaffirmation in a letter to
Homestake. In the letter, the Santa Fe Board noted that it had determined to
provide non-public information to Newmont Mining and to engage in negotiations
and substantive discussions with Newmont Mining regarding the Revised
Proposal, and that the Santa Fe Board's reaffirmation of its recommendation
was without prejudice to the Santa Fe Board's past and future actions with
respect to the Revised Proposal or any other Company Takeover Proposal (as
defined in the Homestake Merger Agreement) pursuant to and in accordance with
the Homestake Merger Agreement.

On February 13, 1997, Mr. Cambre sent Mr. James a letter informing Mr.
James, among other things, of Mr. Cambre's intention to engage a consulting
firm to advise on corporate structure were a Newmont Mining and Santa Fe
combination to be completed. He assured Mr. James in the letter that the
objective of such consulting firm would be to select the best available people
from both companies. Mr. Cambre also reiterated in the letter his previous
statements to Mr. James to the effect that Newmont Mining would give Santa Fe
employees credit for years served with Santa Fe for benefits purposes and that
Santa Fe employees would, upon consummation of a merger, be given benefits

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<PAGE>

identical to existing Newmont Mining benefits. Mr. Cambre also indicated that
Newmont Mining would honor all change of control agreements currently in
effect with respect to Santa Fe employees.

On February 26, 1997, the Commission informed Newmont Mining, Santa Fe and
Homestake that the payment by Santa Fe to Homestake of the $65 million
termination fee provided for in the Homestake Merger Agreement would not
prevent Newmont Mining from using pooling of interests accounting for a
combination of Newmont Mining and Santa Fe.

On February 28, 1997, Santa Fe sent letters to Newmont Mining and Homestake,
supplementing the February 4, 1997 letters, rescheduling the February 13, 1997
Santa Fe Board meeting to March 8, 1997.

On March 5, 1997, Newmont Mining's attorneys transmitted a revised draft
merger agreement to Santa Fe. The parties then began negotiation of the terms
of the merger agreement.

On March 7, 1997, the Santa Fe Board met and discussed issues related to the
March 8 meeting, including the status of discussions and negotiations with
Newmont Mining and Homestake. At the meeting, SBCW presented a comparative
financial analysis of Newmont Mining and Homestake. The analysis considered,
among other matters, the historic and forecast performance of Newmont Mining
and Homestake over a range of different financial and operating measures on a
stand-alone basis and in combination with Santa Fe; the stock trading history
of each company and certain factors which could affect short term trading
values; the pro forma merger consequences of combining Santa Fe with each of
the companies; and the trading multiples of Newmont Mining and Homestake
relative to each other and to other comparable companies.

On March 8, 1997, the Santa Fe Board heard presentations from each of
Homestake and Newmont Mining regarding their businesses and their views of the
benefits of a combination with Santa Fe. Following such presentations,
representatives of Santa Fe had continuing discussions with representatives of
Newmont Mining and Homestake.

As a result of actions and communications by the Santa Fe Board, Newmont
Mining and Homestake, the Santa Fe Board was in the position to make a
decision regarding a revised Newmont Mining proposal reflecting the increased
exchange ratio (0.43 of a share of Newmont Mining Common Stock for each share
of Santa Fe Common Stock), the transaction represented by the Homestake Merger
Agreement and a modified proposal by Homestake reflecting the increase in its
exchange ratio to 1.25 shares of Homestake Common Stock for each share of
Santa Fe Common Stock, conditioned on the Santa Fe Board agreeing to
reciprocal stock options (which, as set forth above, would prevent any
subsequent transaction from being accounted for as a pooling of interests).
The Santa Fe Board concluded that the revised Newmont Mining proposal
presented a better value opportunity (near and long term) for Santa Fe
stockholders than the Homestake Merger Agreement and the revised Homestake
proposal even if the cross-option condition was eliminated. Homestake was
advised of this conclusion (although not of all of the terms of the revised
Newmont Mining proposal). Homestake indicated that it would not further
increase its last proposal.

The Santa Fe Board's determination that, in light of the revised Newmont
Mining proposal, the Santa Fe Board would not be in a position to accept
Homestake's revised proposal was based, among other things, on (i) the higher
value of the revised Newmont Mining proposal compared to the revised Homestake
proposal based on the exchange ratios proposed (without regard to the cross-
option condition in the revised Homestake proposal) and recent market prices
of the Newmont Mining Common Stock and the Homestake Common Stock (based on
the closing prices for the stocks on March 7, 1997, the Newmont Mining
proposal had a value of $18.97 per share of Santa Fe Common Stock as compared
to $16.73 per share of Santa Fe Common Stock for the Homestake 1.115 share
proposal and $18.75 for the Homestake 1.25 share proposal), (ii) that the
revised Homestake

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<PAGE>

proposal was subject to a cross-option condition which the Santa Fe Board was
unprepared to accept, (iii) the strategic fit between Santa Fe and each of
Newmont Mining and Homestake, including the opportunities for synergies and
cost savings, and (iv) the financial condition, results of operations and cash
flow of Newmont Mining and Homestake, both on a historical and a prospective
basis. The Santa Fe Board also considered the other factors it considered on
November 26, 1996, as set forth above. The Santa Fe Board noted that each of
Newmont Mining and Homestake had been asked to provide its "best and final"
proposal and that Homestake had stated that if its revised proposal was not
accepted it would not increase its proposal. In addition, the Santa Fe Board
noted that the $15 million termination fee provided for in the Merger
Agreement which might be payable by Santa Fe under certain circumstances was
significantly lower that the $65 million termination fee provided for in the
Homestake Merger Agreement. Finally, the Santa Fe Board considered the payment
of the $65 million termination fee to Homestake, the circumstances under which
Newmont Mining would pay Santa Fe $65 million upon the termination of the
Merger Agreement and the conditions to the closing of the Merger.

With respect to market prices, the Santa Fe Board considered presentations
from SBCW and Goldman Sachs to the effect that arbitrageurs and certain other
market participants typically buy the stock of the company to be acquired (or
the company whose stockholders would be the recipient of stock in a stock-for-
stock transaction) and sell short the stock of the acquiror (or the issuing
company), which can increase the market price of the target and decrease the
market price of the acquiror in the short term. The presentations indicated
that, absent any other factors, whichever party Santa Fe chose as a merger
partner could have its common stock come under increasing short sales
pressure, resulting in a lower stock price, while the other party's stock
price could rise in the short term. In the longer term, fundamental issues
such as the business and prospects of the combined company and the price of
gold were likely to have a larger impact on the stock price than technical
issues such as short sales. The Santa Fe Board recognized that there could be
no assurances as to any such effects and no way to predict the movements in
any stock prices with any degree of certainty.

On March 8, 1997, the Newmont Mining Board held a telephonic meeting to
consider the proposed transaction with Santa Fe, including the increase in the
exchange ratio from 0.40 to 0.43 of a share of Newmont Mining Common Stock. At
such meeting, following discussions among members of the Newmont Mining Board,
its management and its financial and legal advisors, Goldman Sachs rendered
its oral opinion to the Newmont Mining Board that the 0.43 Exchange Ratio was
fair to Newmont Mining. Thereafter, the Newmont Mining Board approved the
Merger Agreement and related matters and recommended that the Newmont Mining
stockholders approve the issuance of the Newmont Mining Common Stock pursuant
to the Merger Agreement.

On March 10, 1997, the Santa Fe Board met to consider the Homestake Merger
Agreement and the Merger Agreement. Following SBCW's delivery of its fairness
opinion, the Santa Fe Board unanimously approved the Merger Agreement and the
termination of the Homestake Merger Agreement.

Following this Santa Fe Board meeting, Santa Fe paid Homestake the $65
million termination fee contemplated by the Homestake Merger Agreement and
terminated the Homestake Merger Agreement, and Newmont Mining and Santa Fe
signed the Merger Agreement. Newmont Mining and Santa Fe then issued a joint
press release announcing the Merger Agreement.

Later that day, Homestake announced that it had withdrawn from participating
in a potential merger with Santa Fe.

For the background of the Contribution Transaction, see "The Contribution
Transaction--Background of the Contribution Transaction."

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EFFECTIVE TIME OF THE MERGER; CLOSING DATE

The Merger will become effective when a certificate of merger is filed with
the Delaware Secretary of State or at such later time as is specified in the
certificate of merger. This filing will be made on a date specified by Newmont
Mining and Santa Fe, which date will be as soon as practicable, but in any
event within two business days, following the date upon which all conditions
set forth in the Merger Agreement have been satisfied or waived, as the case
may be, or such other time as Newmont Mining and Santa Fe may mutually agree.
See "The Merger Agreement--Conditions of the Merger."

ANTICIPATED ACCOUNTING TREATMENT

Newmont Gold and Newmont Mining believe that the Merger will qualify as a
pooling of interests for accounting and financial reporting purposes, based
upon their review and the advice of Arthur Andersen, their independent public
accountants. It is a condition to the Merger that the Merger qualify as a
pooling of interests. Under this method of accounting, Newmont Mining will
restate its consolidated financial statements to include the assets,
liabilities, stockholders' equity and results of operations of Santa Fe at
historical cost. The Contribution Transaction will not affect this accounting
treatment and Newmont Gold will restate its consolidated financial statements
to include the assets, liabilities, stockholders' equity and results of
operations of Santa Fe at historical cost. The Contribution Transaction is to
be accounted for at historical cost as an exchange between entities under
common control.

CERTAIN LITIGATION

On December 6, 1996, a Santa Fe stockholder filed a stockholders' class
action complaint (McKewon v. Batchelder, C.A. No. 15406) against Santa Fe and
the Santa Fe Board (collectively, the "Defendants") in the Court of Chancery.
The same day, two other Santa Fe stockholders filed two separate, but similar,
class action complaints against Santa Fe and the Santa Fe Board in the Court
of Chancery, and on December 9, 1996, three more Santa Fe stockholders
(collectively with the three previously mentioned stockholders, the
"Plaintiffs") filed three additional separate, but similar, class action
complaints against Santa Fe and the Santa Fe Board in the Court of Chancery
(Steiner v. James, C.A. No. 15407; Arthur v. Batchelder, C.A. No. 15409;
Fielden v. James, C.A. No 15411; Bronzaft v. James, C.A. No. 15412; and Burt
v. James, C.A. No. 15413). To date, the Defendants have been served only with
the McKewon complaint.

On January 6, 1997, the Defendants moved to dismiss the McKewon complaint
and also moved to stay discovery pending resolution of the motion to dismiss.
On January 7, 1997, the Plaintiffs informed the Defendants that there was no
need to comply with the Plaintiffs' First Request for Production of Documents
filed on December 31, 1996. On January 22, 1997, the Court of Chancery entered
an order consolidating the six actions into one action captioned In re Santa
Fe Pacific Gold Corporation Shareholders Litigation, Cons. C.A. No. 15406. The
Order of Consolidation stated that papers need only be filed in Civil Action
No. 15406 (McKewon) and that the Plaintiffs were required to file a
consolidated amended complaint as soon as practicable.

The McKewon complaint alleges, among other things, that the members of the
Santa Fe Board breached their fiduciary duties to the Santa Fe stockholders by
failing to fully consider the Newmont Mining proposal made on December 5,
1996. The other complaints filed on December 6, 1996 and December 9, 1996 make
similar allegations. The Fielden and Burt complaints also allege that the
members of the Santa Fe Board approved the Homestake Merger to ensure that
certain of the Defendants would retain their positions. The McKewon action
seeks, among other things, to have the Court order the Defendants to take
various actions to cooperate with any entity or person interested in proposing
a transaction with Santa Fe and to act to maximize stockholder value, and
seeks unspecified damages.

Sante Fe does not believe that these actions will have a material adverse
effect on Santa Fe's financial position or results of operations. The
Defendants intend to defend vigorously against the Plaintiffs' allegations.

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THE MERGER AGREEMENT

GENERAL

The Merger Agreement provides that Sub will be merged with and into Santa
Fe, with Santa Fe being the Surviving Corporation. The Newmont Mining Board
approved the Merger and has received an opinion of Goldman Sachs to the effect
that, as of March 8, 1997, the Exchange Ratio described under "The Merger
Agreement--Consideration" was fair to Newmont Mining. The Santa Fe Board
approved the Merger and has received an opinion of SBCW to the effect that, as
of March 10, 1997, the Exchange Ratio was fair, from a financial point of
view, to the Santa Fe stockholders.

CONSIDERATION

Under the terms of the Merger Agreement, each share of Santa Fe Common Stock
(excluding Santa Fe Common Stock held directly or indirectly by Newmont
Mining, Santa Fe or any of their respective subsidiaries) will be converted
into the right to receive 0.43 (subject to certain adjustments as described
below) of a share of Newmont Mining Common Stock. Each share of Santa Fe
Common Stock owned directly or indirectly by Santa Fe, Newmont Mining or any
of their respective subsidiaries will be cancelled. Each issued and
outstanding share of capital stock of Sub will be converted into a share of
the Surviving Corporation's common stock. The Exchange Ratio may be adjusted
by Newmont Mining and Santa Fe by mutual agreement to preserve the economic
benefits reasonably expected to be received by Santa Fe and Newmont Mining as
a result of the consummation of the transaction in the event (i) of any split,
combination or reclassification of Newmont Mining Common Stock or the issuance
or the authorization of any issuance of any other securities in exchange or in
substitution for Newmont Mining Common Stock, (ii) a Distribution Date, Share
Acquisition Date or Triggering Event occurs under the Rights Agreement, dated
as of January 26, 1995, as amended (the "Santa Fe Rights Agreement"), between
Santa Fe and Harris Trust and Savings Bank, as Rights Agent (as such terms are
defined therein), (iii) under certain circumstances, a Distribution Date,
Triggering Event or Section 13 Event occurs under the Rights Agreement, dated
as of August 30, 1990, as amended (the "Newmont Mining Rights Agreement"),
between Newmont Mining and The Chase Manhattan Bank, as successor Rights Agent
(as such terms are defined therein) or (iv) an Extraordinary Transaction,
Control Date or Distribution Date occurs under the Equal Value Rights
Agreement, dated as of September 23, 1987, as amended (the "Newmont Mining
Equal Value Rights Agreement"), between Newmont Mining and The Chase Manhattan
Bank, as successor Rights Agent (as such terms are defined therein).

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains certain representations and warranties of
Santa Fe including, among other things: (i) that no consents or approvals of
any governmental entity or third party which is not a governmental entity are
necessary to consummate the Merger and the other transactions contemplated by
the Merger Agreement, except as disclosed in the Merger Agreement or, in the
case of consents or approvals from third parties which are not governmental
entities, the failure of which to obtain would not have a material adverse
effect on Santa Fe; (ii) that Santa Fe has filed all required reports,
registrations and statements required to be filed since January 1, 1995, with
the Commission; (iii) as to brokers; (iv) that there has been no event,
change, effect or development since September 30, 1996, except as disclosed in
its documents filed with the Commission prior to the date of the Merger
Agreement, that has had or, so far as reasonably can be foreseen, is likely to
have, individually or in the aggregate, a Santa Fe Material Adverse Effect (as
defined herein); (v) as to employee compensation; (vi) as to actions and
proceedings pending or threatened against Santa Fe; (vii) as to employee
benefit plans; (viii) that the documents filed by Santa Fe with the Securities
and Exchange Commission (the "Commission") since January 1, 1995, did not
contain any untrue statement of material fact and did not omit any material
fact necessary to make the statements therein not

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misleading; (ix) as to governmental licenses and permits, and compliance with
laws, including relevant tax laws; (x) as to material contracts; (xi) as to
state takeover laws; (xii) that the information to be provided by Santa Fe and
its subsidiaries in the joint proxy statement/prospectus filed by Newmont
Mining as part of its registration statement on Form S-4 (the "Registration
Statement") in connection with the Merger Agreement will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading; (xiii) as to compliance with
environmental laws; (xiv) as to compliance with the Homestake Merger Agreement
while it was in effect; and (xv) that Santa Fe has taken all necessary action
to render the Santa Fe Rights Agreement inapplicable to the transaction. In
addition, the Merger Agreement contains representations and warranties by
Santa Fe as to, among other things, its organization, capitalization,
ownership of its material subsidiaries, authority to enter into the Merger
Agreement and the binding effect of the Merger Agreement. As used in the
Merger Agreement, a "Santa Fe Material Adverse Effect" is defined as any act
or omission that would (i) have a material adverse effect on the business,
properties, financial condition or results of operations of Santa Fe and its
subsidiaries, taken as a whole (other than effects relating to the gold mining
industry in general), or (ii) prevent Santa Fe from performing its obligations
under the Merger Agreement.

The Merger Agreement also contains similar representations and warranties
with respect to Newmont Mining and Sub.

CERTAIN COVENANTS

The Merger Agreement provides for certain covenants pending the Effective
Time. Newmont Mining and Santa Fe shall, and shall cause their respective
subsidiaries to, (i) conduct their businesses in the usual, regular and
ordinary course consistent with past practices and (ii) use their reasonable
efforts to preserve intact their respective business organizations, employees
and business relationships. The Merger Agreement also restricts, with certain
specific exceptions, among other things, the ability of Newmont Mining and
Santa Fe and their respective subsidiaries to (i) increase dividends or
redeem, purchase or reclassify capital stock, (ii) issue, deliver, sell,
grant, pledge or otherwise encumber shares of their capital stock, (iii)
dispose of or encumber assets (other than sales of real property having an
aggregate fair market value of less than $20 million (less than $30 million in
the case of Newmont Mining) or encumbrances in the ordinary course of
business), (iv) make any material acquisitions, (v) increase employee
compensation (other than in the ordinary course or pursuant to existing
employment agreements or as required by applicable laws), (vi) incur any
indebtedness, except for short-term borrowings incurred in the ordinary course
of business, (vii) make any new capital expenditures that in the aggregate are
in excess of $25 million above the aggregate amount currently budgeted, (viii)
amend their respective certificates of incorporation and by-laws, (ix) make
any material tax election except to the extent already provided for in
documents filed with the Commission, (x) make any amendment to any employee
stock option plan and (xi) terminate or amend on terms less favorable to
itself any agreement filed as an exhibit to any documents filed with the
Commission.

The Merger Agreement provides that Santa Fe shall not, nor shall it permit
any of its respective subsidiaries to, nor shall it authorize or permit any of
its respective officers, directors or employees of or any of its respective
investment bankers, attorneys, accountants or other advisors or
representatives to, (i) solicit, initiate or encourage the submission of any
Santa Fe Takeover Proposal (as defined below), (ii) enter into any agreement
with respect to any Santa Fe Takeover Proposal or (iii) provide any non-public
information regarding itself to any third party or engage in any negotiations
or substantive discussions in connection with any Santa Fe Takeover Proposal;
provided, however, that (A) Santa Fe may, prior to receipt of the Santa Fe
Stockholder Approval (as defined in the Merger Agreement) and in response to a
Santa Fe Takeover Proposal that was not solicited by it and that did not
otherwise result from a breach of this covenant, provide any non-public
information regarding itself to any third party or engage in any negotiations
or substantive discussions with such person regarding

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any Santa Fe Takeover Proposal, in each case only if the Santa Fe Board
determines in good faith, after consultation with counsel and its financial
advisors, that failing to take such action would create a reasonable
possibility of a breach of the fiduciary duties of the Santa Fe Board, and (B)
nothing contained in the Merger Agreement shall prevent Santa Fe or the Santa
Fe Board from complying with Rule 14e-2 promulgated under the Exchange Act
with regard to a Santa Fe Takeover Proposal or prevent the Santa Fe Board from
taking any action permitted by the covenant described in the second succeeding
paragraph. A "Santa Fe Takeover Proposal" means any proposal for a merger,
consolidation or other business combination involving Santa Fe or a
significant subsidiary of Santa Fe or any proposal or offer to acquire in any
manner, directly or indirectly, more than 30% of any class of voting
securities of Santa Fe or of a significant subsidiary of Santa Fe (other than
where such significant subsidiary's securities directly or indirectly
represent an economic interest in less than 30% of the assets of Santa Fe and
Santa Fe's subsidiaries, taken as a whole), including any proposal or offer
relating to the acquisition by Santa Fe or a significant subsidiary of Santa
Fe in any manner, directly or indirectly, of any securities or assets of
another person in consideration for the issuance of more than 30% of any class
of voting securities of Santa Fe or of a significant subsidiary of Santa Fe
(other than where such significant subsidiary's securities directly or
indirectly represent an economic interest in less than 30% of the assets of
Santa Fe and Santa Fe's subsidiaries, taken as a whole), or assets
representing a substantial portion of the assets of Santa Fe and Santa Fe's
subsidiaries, taken as a whole, other than the transactions contemplated by
the Merger Agreement. The Merger Agreement provides that Santa Fe shall, and
shall cause each Santa Fe Subsidiary to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations by Santa Fe or
any subsidiary of Santa Fe or any officer, director or employee of or
investment banker, attorney, accountant or other advisor or representative of,
Santa Fe or any subsidiary of Santa Fe, with any parties conducted heretofore
with respect to any of the foregoing. The Merger Agreement further provides
that any action taken by Santa Fe, any subsidiary of Santa Fe or any officer,
director or employee of or any investment banker, attorney, accountant or
other advisor or representative of, Santa Fe or any subsidiary of Santa Fe
with or with respect to any such party on or prior to the date hereof, shall
be deemed not to constitute a violation of this covenant and shall not in and
of itself constitute the solicitation of a Santa Fe Takeover Proposal even if
such actions result in any such party making a Santa Fe Takeover Proposal
after the date of the Merger Agreement.

The Merger Agreement provides that Santa Fe promptly shall advise Newmont
Mining orally and in writing of the receipt of any Santa Fe Takeover Proposal
and of the receipt of any inquiry with respect to or which it reasonably
believes could lead to any Santa Fe Takeover Proposal. Santa Fe promptly shall
advise Newmont Mining orally and in writing of the identity of the person
making any such Santa Fe Takeover Proposal or inquiry and of the material
terms of any such Santa Fe Takeover Proposal and of any changes thereto;
provided, however, that the Santa Fe Board shall have determined in good
faith, after consultation with counsel, that taking such action would not
create a reasonable possibility of a breach of the fiduciary duties of the
Santa Fe Board, except that in all events prior to exercising its right of
termination described in clause (e) under "--Termination," Santa Fe shall
endeavor to provide Newmont Mining with reasonable opportunity to respond to
any Santa Fe Takeover Proposal which Santa Fe otherwise may wish to accept.

The Merger Agreement provides that, except as provided in this paragraph,
Santa Fe will hold a meeting of its stockholders for the purpose of obtaining
the Santa Fe Stockholder Approval and cause the Santa Fe Board to recommend to
its stockholders that they give the Santa Fe Stockholder Approval. The Merger
Agreement further provides that subject to the covenant described in this
paragraph, neither the Santa Fe Board, nor any committee thereof, shall (i)
withdraw or adversely modify, or propose to withdraw or adversely modify, the
adoption and approval by the Santa Fe Board or any such committee of the
Merger Agreement or the Merger or (ii) approve or recommend, or propose to
approve or recommend, any Santa Fe Takeover Proposal. The Merger Agreement
permits the Santa Fe Board to (i) not recommend to its stockholders that they
give the Santa Fe Stockholder

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Approval or (ii) withdraw or adversely modify such recommendation, but only if
and to the extent that (x) a Santa Fe Takeover Proposal is pending at the time
the Santa Fe Board determines to take any such action or inaction and such
Santa Fe Takeover Proposal was not the result of an intentional breach of the
covenant described in the second preceding paragraph by the Santa Fe Board and
(y) the Santa Fe Board determines in good faith, after consultation with
counsel and its financial advisors, and after consideration among other things
whether such Santa Fe Takeover Proposal is more favorable to its stockholders
than the transactions contemplated by the Merger Agreement (taking into
account all relevant material terms of such Santa Fe Takeover Proposal and the
Merger Agreement, including all such conditions, and any changes to the Merger
Agreement proposed by Newmont Mining in response to such Santa Fe Takeover
proposal) that failing to take any such action would create a reasonable
possibility of a breach of the fiduciary duties of the Santa Fe Board.

The Merger Agreement provides that Newmont Mining shall not, nor shall it
permit any of its respective subsidiaries to, nor shall it authorize or permit
any of its respective officers, directors or employees of or any of its
respective investment bankers, attorneys, accountants or other advisors or
representatives to, (i) solicit, initiate or encourage the submission of any
Newmont Mining Takeover Proposal (as defined below), (ii) enter into any
agreement with respect to any Newmont Mining Takeover Proposal or (iii)
provide any non-public information regarding itself to any third party or
engage in any negotiations or substantive discussions in connection with any
Newmont Mining Takeover Proposal; provided, however, that (A) Newmont Mining
may, prior to receipt of the Newmont Mining Stockholder Approval (as defined
in the Merger Agreement) and in response to a Newmont Mining Takeover Proposal
that was not solicited by it and that did not otherwise result from a breach
of this covenant, provide any non-public information regarding itself to any
third party or engage in any negotiations or substantive discussions with such
person regarding any Newmont Mining Takeover Proposal, in each case only if
the Newmont Mining Board determines in good faith, after consultation with
counsel and its financial advisors, that failing to take such action would
create a reasonable possibility of a breach of the fiduciary duties of the
Newmont Mining Board, and (B) nothing contained in the Merger Agreement shall
prevent Newmont Mining or the Newmont Mining Board from complying with Rule
14e-2 promulgated under the Exchange Act with regard to a Newmont Mining
Takeover Proposal or prevent the Newmont Mining Board from taking any action
permitted by the covenant described in the second succeeding paragraph. A
"Newmont Mining Takeover Proposal" means any proposal for a merger,
consolidation or other business combination involving Newmont Mining, or a
significant subsidiary of Newmont Mining or any proposal or offer to acquire
in any manner, directly or indirectly, more than 30% of any class of voting
securities of Newmont Mining or of a significant subsidiary of Newmont Mining
(other than where such significant subsidiary's securities directly or
indirectly represent an economic interest in less than 30% of the assets of
Newmont Mining and Newmont Mining's subsidiaries, taken as a whole), including
any proposal or offer relating to the acquisition by Newmont Mining or a
significant subsidiary of Newmont Mining in any manner, directly or
indirectly, of any securities or assets of another person in consideration for
the issuance of more than 30% of any class of voting securities of Newmont
Mining or of a significant subsidiary of Newmont Mining (other than where such
significant subsidiary's securities directly or indirectly represent an
economic interest in less than 30% of the assets of Newmont Mining and Newmont
Mining's subsidiaries, taken as a whole), or assets representing a substantial
portion of the assets of Newmont Mining and Newmont Mining's subsidiaries,
taken as a whole, other than the transactions contemplated by the Merger
Agreement. The Merger Agreement provides that notwithstanding the foregoing,
any transaction between Newmont Mining and a subsidiary of Newmont Mining
shall not constitute a Newmont Mining Takeover Proposal. Consider merely
setting forth Newmont distinctions in lieu of repeating identical provisions.
The Merger Agreement further provides that Newmont Mining shall, and shall
cause each Newmont Mining Subsidiary to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations by Newmont
Mining or any subsidiary of Newmont Mining or any officer, director or
employee of or investment banker, attorney, accountant or

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<PAGE>

other advisor or representative of, Newmont Mining or any subsidiary of
Newmont Mining, with any parties conducted heretofore with respect to any of
the foregoing.

The Merger Agreement provides that Newmont Mining promptly shall advise
Santa Fe orally and in writing of the receipt of any Newmont Mining Takeover
Proposal and of the receipt of any inquiry with respect to or which it
reasonably believes could lead to any Newmont Mining Takeover Proposal.
Newmont Mining promptly shall advise Santa Fe orally and in writing of the
identity of the person making any such Newmont Mining Takeover Proposal or
inquiry and of the material terms of any such Newmont Mining Takeover Proposal
and of any changes thereto; provided, however, that the Newmont Mining Board
shall have determined in good faith, after consultation with counsel, that
taking such action would not create a reasonable possibility of a breach of
the fiduciary duties of the Newmont Mining Board, except that in all events
prior to exercising its right of termination described in clause (f) under "--
Termination," Newmont Mining shall endeavor to provide Santa Fe with
reasonable opportunity to respond to any Newmont Mining Takeover Proposal
which Newmont Mining otherwise may wish to accept.

The Merger Agreement provides that, except as provided in this paragraph,
Newmont Mining will hold a meeting of its stockholders for the purpose of
obtaining the Newmont Mining Stockholder Approval and cause the Newmont Mining
Board to recommend to its stockholders that they give the Newmont Mining
Stockholder Approval. The Merger Agreement provides that subject to the
covenant described in this paragraph, neither the Newmont Mining Board, nor
any committee thereof, shall (i)
withdraw or adversely modify, or propose to withdraw or adversely modify, the
adoption and approval by the Newmont Mining Board or any such committee of the
Merger Agreement or the Merger or (ii) approve or recommend, or propose to
approve or recommend, any Newmont Mining Takeover Proposal. The Merger
Agreement permits the Newmont Mining Board to (i) not recommend to its
stockholders that they give the Newmont Mining Stockholder Approval or (ii)
withdraw or adversely modify such recommendation, but only if and to the
extent that (x) a Newmont Mining Takeover Proposal is pending at the time the
Newmont Mining Board determines to take any such action or inaction and such
Newmont Mining Takeover Proposal was not the result of an intentional breach
of the covenant described in the second preceding paragraph by the Newmont
Mining Board and (y) the Newmont Mining Board determines in good faith, after
consultation with counsel and its financial advisors, and after consideration
among other things whether such Newmont Mining Takeover Proposal is more
favorable to its stockholders than the transactions contemplated by the Merger
Agreement (taking into account all relevant material terms of such Newmont
Mining Takeover Proposal and the Merger Agreement, including all such
conditions, and any changes to the Merger Agreement proposed by Santa Fe in
response to such Newmont Mining Takeover proposal) that failing to take any
such action would create a reasonable possibility of a breach of the fiduciary
duties of the Newmont Mining Board.

The Merger Agreement provides that the Santa Fe Board will adjust the terms
of all outstanding Santa Fe Stock Options granted under Santa Fe's employee
stock option plans, and the terms of such employee stock option plans, to
provide that, at the Effective Time, each Santa Fe Stock Option outstanding
immediately prior to the Effective Time will be deemed to constitute an option
to acquire, on the same terms and conditions as were applicable under such
Santa Fe Stock Option, the same number of shares of Newmont Mining Common
Stock as the holder of such Santa Fe Stock Option would have been entitled to
receive pursuant to the Merger had such holder exercised such Santa Fe Stock
Option in full immediately prior to the Effective Time, at a price per share
equal to (i) the aggregate exercise price for the shares of Santa Fe Common
Stock otherwise purchasable pursuant to such Santa Fe Stock Option divided by
(ii) the number of shares of Newmont Mining Common Stock deemed purchasable
pursuant to such Santa Fe Stock Option; provided, however, that in the case of
any Santa Fe Stock Option to which Section 421 of the Code applies by reason
of its qualification under either Section 422 or 423 of the Code ("qualified
stock options"), the option price, the number

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of shares purchasable pursuant to such Santa Fe option and the terms and
conditions of exercise of such Santa Fe Stock Option shall be determined in
order to comply with Section 424(a) of the Code.

The Merger Agreement provides that Santa Fe will adjust the terms of all
outstanding phantom stock options, SARs and LSARs granted under Santa Fe's
stock option plans to provide that, at the Effective Time, (i) each holder of
a phantom stock option, SAR or LSAR shall be entitled to that number of
phantom stock options, SARs or LSARs with respect to Newmont Mining Common
Stock equal to the number of phantom stock options, SARs or LSARs, as the case
may be, held by such holder immediately prior to the Effective Time multiplied
by the Exchange Ratio, and (ii) the share value on the grant date with respect
to each Newmont Mining phantom stock option, SAR or LSAR, as the case may be,
shall be equal to the share value on the grant date in effect with respect to
the corresponding Santa Fe phantom stock option, SAR or LSAR, as the case may
be, immediately prior to the Effective Time, divided by the Exchange Ratio.

The Merger Agreement provides that as soon as practicable after the
Effective Time, Newmont Mining will deliver to the holders of Santa Fe Stock
Options, phantom stock options, SARs and LSARs appropriate notices setting
forth such holders' rights pursuant to the respective Santa Fe employee stock
option plans and the agreements evidencing the grants of such Santa Fe Stock
Options, phantom stock options, SARs and LSARs will continue in effect on the
same terms and conditions (subject to the adjustments required by the Merger
Agreement after giving effect to the Merger). The Merger Agreement provides
that Newmont Mining will comply with the terms of Santa Fe's employee stock
option plans and ensure, to the extent required by, and subject to the
provisions of, such employee stock option plans, that Santa Fe Stock Options
which qualified as qualified stock options prior to the Effective Time
continue to qualify as qualified stock options after the Effective Time.

The Merger Agreement provides that Newmont Mining will take all corporate
action necessary to reserve for issuance a sufficient number of shares of
Newmont Mining Common Stock for delivery upon exercise of Santa Fe Stock
Options assumed by Newmont Mining pursuant to the Merger Agreement. As soon as
reasonably practicable after the Effective Time, Newmont Mining will file a
registration statement on Form S-8 (or any successor or other appropriate
form) with respect to the shares of Newmont Mining Common Stock subject to
such Santa Fe Stock Options and will use reasonable efforts to maintain the
effectiveness of such registration statement or registration statements (and
maintain the current status of the prospectus or prospectuses contained
therein) for so long as such Santa Fe Stock Options remain outstanding. With
respect to those individuals who subsequent to the Merger are subject to the
reporting requirements under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), where applicable, Newmont Mining will
administer Santa Fe's employee stock option plans assumed by Newmont Mining
pursuant to the Merger Agreement in a manner that complies with Rule 16b-3
promulgated under the Exchange Act to the extent the applicable Santa Fe
employee stock option plan complied with such rule prior to the Merger.

The Merger Agreement provides that for a period of one year after the
Effective Time, Newmont Mining will (i) either (A) maintain or cause the
Surviving Corporation (or in the case of a transfer of all or substantially
all the assets and business of the Surviving Corporation, its successors and
assigns) to maintain Santa Fe's benefit plans (other than medical plans and
plans providing for the issuance of Santa Fe capital stock or based on the
value of Santa Fe capital stock) at the benefit levels in effect on the date
of the Merger Agreement or (B) provide or cause the Surviving Corporation (or,
in such case, its successors or assigns) to provide benefits (other than
medical benefits) to employees of the Surviving Corporation and Santa Fe's
subsidiaries that, taken as a whole, are not materially less favorable in the
aggregate to such employees than those provided to similarly situated
employees of Newmont Mining, and (ii) make available plans providing for the
issuance of Newmont Mining capital stock or based on the value of Newmont
Mining capital stock, and provide or cause to be provided medical benefits, to
employees of Santa Fe and Santa Fe's subsidiaries that are substantially

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<PAGE>

equivalent to those provided to similarly situated employees of Newmont
Mining. From and after the Effective Time, Newmont Mining will, and will cause
the Surviving Corporation to honor in accordance with their respective terms
(as in effect on the date of the Merger Agreement), Santa Fe's employment,
severance and termination agreements with Santa Fe employees.

The Merger Agreement provides that with respect to any "employee benefit
plan", as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974 ("ERISA"), maintained by Newmont Mining or any Newmont Mining
subsidiary (including any severance plan), for all purposes, including
determining eligibility to participate, level of benefits and vesting, service
with Santa Fe or any Santa Fe subsidiary will be treated as service with
Newmont Mining or the Newmont Mining subsidiaries; provided, however, that
such service need not be recognized to the extent that such recognition would
result in any duplication of benefits.

The Merger Agreement provides that Newmont Mining will, to the fullest
extent permitted by law, cause Santa Fe to honor all of its obligations to
indemnify (including any obligations to advance funds for expenses) the
current or former directors or officers of Santa Fe for acts or omissions by
such directors and officers occurring prior to the Effective Time to the
extent that such obligations of Santa Fe existed on the date of the Merger
Agreement. The Merger Agreement also provides that for a period of five years
after the Effective Time, Newmont Mining will cause to be maintained in effect
the current policies of directors' and officers' liability insurance
maintained by Santa Fe (provided that Newmont Mining may substitute therefor
policies with reputable and financially sound carriers of at least the same
coverage and amounts containing terms and conditions which are no less
advantageous) with respect to claims arising from or related to facts or
events which occurred at or before the Effective Time; provided, however, that
Newmont Mining will not be obligated to make annual premium payments for such
insurance to the extent such premiums exceed 200% of the annual premiums paid
as of the date of the Merger Agreement by Santa Fe for such insurance (such
200% amount, the "Maximum Premium"). The Merger Agreement provides that if
such insurance coverage cannot be obtained at all, or can only be obtained at
an annual premium in excess of the Maximum Premium, Newmont Mining will
maintain the most advantageous policies of directors' and officers' insurance
obtainable for an annual premium equal to the Maximum Premium.

CONDITIONS OF THE MERGER

The respective obligations of each party to effect the Merger are subject to
the satisfaction at or prior to the Effective Time of the following
conditions: (i) the receipt of the Santa Fe Stockholder Approval and the
Newmont Mining Stockholder Approval; (ii) the shares of Newmont Mining Common
Stock issuable upon consummation of the Merger shall have been authorized for
listing on the NYSE, subject to official notice of issuance; (iii) the waiting
periods (and any extensions thereto) applicable to the Merger Agreement under
the HSR Act shall have been terminated or expired and any consents, approvals
and filings under any foreign antitrust law, the absence of which would
prohibit the consummation of the Merger, shall have been obtained; (iv) no
temporary restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other legal restraint
or prohibition preventing the consummation of the Merger shall be in effect;
(v) the Registration Statement for the Newmont Mining Common Stock shall have
become effective under the Securities Act of 1933, as amended (the "Securities
Act"), and no stop order suspending the effectiveness thereof shall have been
issued and no proceedings for that purpose shall have been initiated or
threatened by the Commission and Newmont Mining shall have received all
necessary "blue sky" authorizations; (vi) Newmont Mining shall have received a
letter from Arthur Andersen stating that the Merger will be treated as a
pooling of interests transaction under Opinion 16 of the Accounting Principles
Board and Santa Fe shall have received a letter from Price Waterhouse stating
that Price Waterhouse concurs with the conclusions of Santa Fe management
that, as of the Closing Date, no conditions exist that would preclude Newmont
Mining's accounting for the Merger as a pooling of interests as those
conditions relate to Santa Fe; and (vii) there shall not be pending any suit,
action or proceeding by any governmental entity (a) challenging the
acquisition of any shares of

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Santa Fe Common Stock, seeking to restrain or prohibit the consummation of the
Merger or seeking to obtain from Santa Fe or Newmont Mining any damages that
are material in relation to Santa Fe and its subsidiaries taken as a whole,
(b) seeking to prohibit or limit the ownership or operation by Santa Fe or
Newmont Mining or any of their subsidiaries of any material portion of the
business or assets of Santa Fe or Newmont Mining or any of their subsidiaries
or to compel Santa Fe or Newmont Mining or any of their subsidiaries to
dispose of or hold separate any material portion of the business or assets of
Santa Fe or Newmont Mining or any of their subsidiaries, as a result of the
Merger, (c) seeking to impose limitations on the ability of Newmont Mining and
Sub to acquire or hold, or exercise full rights to acquire or hold, or
exercise full rights of ownership of, any shares of capital stock of the
Surviving Corporation, (d) seeking to prohibit Newmont Mining from effectively
controlling in any material respect the business or operations of Santa Fe or
(e) which otherwise is reasonably likely to have a Santa Fe Material Adverse
Effect or a Newmont Mining Material Adverse Effect (which is defined similarly
to Santa Fe Material Adverse Effect, except with reference to Newmont Mining
and its subsidiaries).

The obligation of Newmont Mining to effect the Merger is also subject to the
satisfaction or waiver by Newmont Mining at or prior to the Effective Time of
the following conditions: (i) the representations and warranties of Santa Fe
set forth in the Merger Agreement that are qualified as to materiality shall
be true and correct, and the representations and warranties of Santa Fe set
forth in the Merger Agreement that are not so qualified shall be true and
correct in all material respects, as of the date of the Merger Agreement and,
except to the extent such representations and warranties speak as of an
earlier date, as of the Closing Date and Newmont Mining shall have received a
certificate on behalf of Santa Fe to such effect; (ii) Santa Fe shall have
performed in all material respects all of its obligations under the Merger
Agreement at or prior to the Closing Date and Newmont Mining shall have
received a certificate on behalf of Santa Fe to such effect; (iii) Newmont
Mining shall have received the letters from Santa Fe affiliates referenced in
the Merger Agreement; (iv) Newmont Mining shall have received an opinion of
its counsel, in form and substance reasonably satisfactory to Newmont Mining,
that the Merger will be treated for U.S. Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code; and (v) there
shall not have occurred since the date of the Merger Agreement any event
change, effect or development which, individually or in the aggregate, has had
or is reasonably likely to have a Santa Fe Material Adverse Effect.

The obligation of Santa Fe to effect the Merger is also subject to the
satisfaction or waiver by Santa Fe at or prior to the Effective Time of the
following conditions: (i) the representations and warranties of Newmont Mining
set forth in the Merger Agreement that are qualified as to materiality shall
be true and correct, and the representations and warranties of Santa Fe set
forth in the Merger Agreement that are not so qualified shall be true and
correct in all material respects, as of the date of the Merger Agreement and,
except to the extent such representations and warranties speak as of an
earlier date, as of the Closing Date, and Santa Fe shall have received a
certificate on behalf of Newmont Mining to such effect; (ii) Newmont Mining
shall have performed in all material respects all of its obligations under the
Merger Agreement at or prior to the Closing Date and Santa Fe shall have
received a certificate on behalf of Newmont Mining to such effect; (iii)
Newmont Mining shall have received the letters from Santa Fe affiliates
referenced in the Merger Agreement; (iv) Santa Fe shall have received an
opinion of its counsel, in form and substance reasonably satisfactory to Santa
Fe, that the Merger will be treated for U.S. Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code; and (v) there
shall not have occurred, since the date of the Merger Agreement, any event,
change, effect or development which individually or in the aggregate, has had
or is reasonably likely to have, a Newmont Mining Material Adverse Effect.

TERMINATION

The Merger Agreement may be terminated at any time prior to the Effective
Time:

(a) by mutual written consent of Newmont Mining, Sub and Santa Fe; or

49
<PAGE>

(b) by either Newmont Mining or Santa Fe: (i) if, at a duly held
stockholders meeting of Santa Fe or any adjournment thereof at which the
Santa Fe Stockholder Approval is voted upon, the Santa Fe Stockholder
Approval shall not have been obtained; (ii) if, at a duly held stockholders
meeting of Newmont Mining or any adjournment thereof at which the Newmont
Mining Stockholder Approval is voted upon, the Newmont Mining Stockholder
Approval shall not have been obtained; (iii) if the Merger shall not have
been consummated on or before August 31, 1997 (the "Outside Date"), unless
the failure to consummate the Merger is the result of a wilful, material
breach of the Merger Agreement by the party seeking to terminate the Merger
Agreement; (iv) if any court of competent jurisdiction or other
governmental entity shall have issued an order, decree or ruling or taken
any other action permanently enjoining, restraining or otherwise
prohibiting the Merger and such order, decree, ruling or other action shall
have become final and non-appealable; or (v) in the event of a breach by
the other party of any representation, warranty, covenant or other
agreement contained in the Merger Agreement which (A) would give rise to
the failure of a condition regarding the truth of representations and
warranties made by each party and the performance of obligations of each
party and (B) cannot be or has not been cured within 30 days after the
giving of written notice to the breaching party of such breach (provided
that the terminating party is not then in breach of any representation,
warranty, covenant or other agreement that would give rise to a failure of
a condition as described in clause (A) above);

(c) by Newmont Mining in the event that the condition to the obligation
of Newmont Mining to effect the Merger relating to the receipt of pooling
of interests letters from each of Newmont Mining's and Santa Fe's
independent public accountants, or any other condition to Newmont Mining's
obligations that is not a mutual condition, is not capable of being
satisfied prior to the Outside Date;

(d) by Santa Fe in the event that the condition to the obligation of
Santa Fe to effect the Merger relating to the receipt of pooling of
interests letters from each of Newmont Mining's and Santa Fe's independent
public accountants, or any other condition to Santa Fe's obligations that
is not a mutual condition, is not capable of being satisfied prior to the
Outside Date;

(e) by Santa Fe, if the Santa Fe Board shall have approved, and Santa Fe
shall concurrently with such termination enter into, a definitive agreement
providing for the implementation of the transactions contemplated by a
Santa Fe Takeover Proposal; provided, however, that (i) such Santa Fe
Takeover Proposal was not solicited by Santa Fe and did not otherwise
result from a breach of the covenant relating to no solicitation by Santa
Fe, (ii) the Santa Fe Board shall have complied with the covenant to
provide Newmont Mining with an opportunity to respond to such Santa Fe
Takeover Proposal and (iii) Santa Fe simultaneously pays to Newmont Mining
a termination fee of $15 million;

(f) by Newmont Mining, if the Newmont Mining Board shall have approved,
and Newmont Mining shall concurrently with such termination enter into, a
definitive agreement providing for the implementation of the transactions
contemplated by a Newmont Mining Takeover Proposal; provided, however, that
(i) such Newmont Mining Takeover Proposal was not solicited by Newmont
Mining and did not otherwise result from a breach of the covenant relating
to no solicitation by Newmont Mining, (ii) the Newmont Mining Board shall
have complied with the covenant to provide Santa Fe with an opportunity to
respond to such Newmont Mining Takeover Proposal and (iii) Newmont Mining
simultaneously pays to Santa Fe a termination fee of $65 million;

(g) by Santa Fe, if the Newmont Mining Board shall have (i) failed to
recommend to Newmont Mining's stockholders that they give the Newmont
Mining Stockholder Approval, (ii) withdrawn or modified in a manner adverse
to Santa Fe its recommendation to Newmont Mining's stockholders that they
give the Newmont Mining Stockholder Approval or (iii) failed to reaffirm
its recommendation to Newmont Mining's stockholders that they give the
Newmont Mining Stockholder Approval within fourteen days after Santa Fe has
made a written request to Newmont

50
<PAGE>

Mining to do so (which written request may be made by Santa Fe at any time
after the public disclosure of a Newmont Mining Takeover Proposal); and

(h) by Newmont Mining, if the Santa Fe Board shall have (i) failed to
recommend to Santa Fe's stockholders that they give the Santa Fe
Stockholder Approval, (ii) withdrawn or modified in a manner adverse to
Newmont Mining its recommendation to Santa Fe's stockholders that they give
the Santa Fe Stockholder Approval or (iii) failed to reaffirm its
recommendation to Santa Fe's stockholders that they give the Santa Fe
Stockholder Approval within fourteen days after Newmont Mining has made a
written request to Santa Fe to do so (which written request may be made by
Newmont Mining at any time after the public disclosure of a Santa Fe
Takeover Proposal).

EFFECT OF TERMINATION

In the event that the Merger Agreement is terminated (i) by Santa Fe because
Santa Fe shall have approved a Santa Fe Takeover Proposal or (ii) by Newmont
Mining because the Santa Fe Board failed to recommend or reaffirm that the
Santa Fe stockholders approve the Merger, then Santa Fe shall pay Newmont
Mining a termination fee of $15 million.

In the event that the Merger Agreement is terminated (i) by mutual written
consent of Newmont Mining, Sub, and Santa Fe or by either Newmont Mining or
Santa Fe because the Newmont Mining Stockholder Approval shall not have been
obtained, (ii) by Newmont Mining because the Merger shall not have been
consummated by the Outside Date, (iii) by Santa Fe after November 30, 1997,
because the Merger shall not have been consummated by the Outside Date and at
the time of such termination, any condition (except the condition relating to
the receipt of pooling of interests letters from each of Newmont Mining's and
Santa Fe's independent public accountants) to the obligations of Newmont
Mining and Sub under the Merger Agreement is not capable of being satisfied
other than as a result of any action or omission by Santa Fe, (iv) by either
Newmont Mining or Santa Fe because a court of competent jurisdiction or other
government entity shall have issued an order, decree or ruling or taken other
action permanently enjoining, restraining or otherwise prohibiting the Merger
and such order, decree ruling or other action shall have become final and non-
appealable (other than as a result of a claim relating to Santa Fe's
compliance with the Homestake Merger Agreement), (v) by Santa Fe because
Newmont Mining shall have breached a representation, warranty, covenant or
other agreement contained in the Merger Agreement and such breach cannot be or
has not been cured within 30 days after the giving of written notice to
Newmont Mining of such breach, (vi) by Santa Fe because (x) the condition
relating to the delivery of letter agreements from Newmont Mining affiliates
or the condition relating to the absence of a Newmont Mining Material Adverse
Effect is not capable of being satisfied before the Outside Date (y) the
condition relating to the delivery of a tax opinion to Santa Fe is not capable
of being satisfied by reason of an action or omission of Newmont Mining or (z)
the condition relating to the receipt of a pooling of interests letter is not
capable of being satisfied by the Outside Date as a result of any act or
omission of Newmont Mining, (vii) by Newmont Mining because (x) the condition
relating to the delivery of a tax opinion to Newmont Mining is not capable of
being satisfied prior to the Outside Date, (y) the condition relating to the
receipt of a pooling of interests letter is not capable of being satisfied by
the Outside Date as a result of any act or omission of Newmont Mining or (z)
the condition relating to the delivery of a tax opinion to Newmont Mining is
not capable of being satisfied by reason of an action or omission of Newmont
Mining, (viii) by Newmont Mining because Newmont Mining approved a Newmont
Mining Takeover Proposal or (ix) by Santa Fe because the Newmont Mining Board
failed to recommend that the Newmont Mining stockholders approve the Merger,
Newmont Mining shall pay to Santa Fe a termination fee of $65 million.

In the event that the Merger Agreement is terminated by Newmont Mining
pursuant to clause (b)(v) under "--Termination," Santa Fe shall reimburse
Newmont Mining (unless Santa Fe shall have paid $15 million as described
above) for all its reasonable out-of-pocket expenses (up to $5

51
<PAGE>

million) actually incurred in connection with the Merger Agreement and the
transactions contemplated thereby.

MANAGEMENT; BOARD OF DIRECTORS

The Merger Agreement provides that at the Effective Time, the individuals
who are the directors of Sub immediately prior to the Effective Time shall be
the directors of the Surviving Corporation until thereafter they cease to be
directors in accordance with the DGCL and the Certificate of Incorporation and
By-Laws of the Surviving Corporation. The individuals who are the officers of
Santa Fe immediately prior to the Effective Time shall be the officers of the
Surviving Corporation until thereafter they cease to be officers in accordance
with the DGCL and the Certificate of Incorporation and By-Laws of the
Surviving Corporation.

The Merger Agreement also provides that the Newmont Mining Board shall take
such corporate actions as are necessary to provide that, at the Effective Time
of the Merger, the number of Newmont Mining directors will be increased from
10 to 15 and the number of Newmont Gold directors will be increased from 12 to
17. In addition, the Merger Agreement provides that, at the Effective Time,
the Nominating Committee of the Newmont Mining Board will select, and each of
the Newmont Mining Board and the Newmont Gold Board will appoint, as directors
of Newmont Mining and Newmont Gold, as the case may be, five of the at least
six candidates from the Santa Fe Board proposed in writing by the Santa Fe
Board no later than five business days prior to the day of the Santa Fe
Special Meeting.

Newmont Gold will retain a management consulting firm to study Newmont
Gold's and Santa Fe's organization and personnel. Newmont Gold will take the
results of such study into account in making determinations as to its
organization and personnel following the Merger and the Contribution
Transaction.

EMPLOYMENT ARRANGEMENTS

In connection with the negotiation of the Merger Agreement, Newmont Mining
provided to Santa Fe term sheets regarding proposed employment arrangements
with Newmont Mining for three senior executives of Santa Fe: Messrs. James,
Wilkes and Hansen. Each of the proposed arrangements was for a three-year
period and would provide full participation in all Newmont Gold benefit plans
as well as base salaries ranging from $225,000 to $350,000 per year; a
targeted annual bonus of between 50% and 65% of base salary; an intermediate
term incentive plan targeted bonus of between 20% to 25% of base salary; and a
grant of fair market value exercise price stock options for Newmont Mining
Common Stock ranging from 20,000 to 25,000 shares per year. These employment
arrangements, including proposed forms of employment agreements, are currently
under discussion.

52
<PAGE>

ELECTION OF DIRECTORS

NOMINEES

Each of the twelve persons named below is a nominee for election as a
director at the Annual Meeting for the term of one year and until his
successor is elected and qualifies. Unless authority is withheld, the proxies
will be voted for the election of such nominees. All such nominees were
elected to the Newmont Gold Board at the last Annual Meeting of Stockholders
and all are currently serving as directors of Newmont Gold. If any such
nominee cannot be a candidate for election at the Annual Meeting, then the
proxies will be voted either for a substitute nominee designated by the
Newmont Gold Board or for the election only of the remaining nominees.

The following table contains a summary of the background and principal
occupations of the nominees.

<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- -------------------------------------------------------------------------------
<S> <C>
RUDOLPH I. J. AGNEW (63).............................................. 1989
Former Chairman and Chief Executive Officer of Consolidated Gold
Fields PLC, a natural resources company; Chairman, World
Conservation Monitoring Centre, a charitable organization for
environmental data gathering.
Director of Newmont Mining, Bona Shipbuilding Ltd., LASMO PLC,
Redland PLC, Standard Chartered PLC and Star Mining Corporation Ltd.
- -------------------------------------------------------------------------------
J. P. BOLDUC (57)..................................................... 1994
<CAPTION>
Chairman and Chief Executive Officer of JPB Enterprises, Inc., a
diversified holding company with interests in the food, beverage,
real estate, retail and manufacturing industries, since March 1995;
Director, President and Chief Executive Officer of W.R. Grace & Co.,
a specialty chemical and health care company, from January 1993 to
March 1995; Director, President and Chief Operating Officer of W.R.
Grace & Co. from August 1990 to January 1993.
<S> <C>
Director of Newmont Mining, Brothers Gourmet Coffees, Inc., Marshall
& Ilsley Corporation, Proudfoot PLC, Sundstrand Corporation and
Unisys Corporation.
- -------------------------------------------------------------------------------
RONALD C. CAMBRE (58)................................................. 1993
<CAPTION>
Chairman of Newmont Gold since January 1995, President thereof since
June 1994, Chief Executive Officer thereof since November 1993 and
Vice Chairman thereof from November 1993 to December 1994; Vice
President and Senior Technical Advisor to the Office of the Chairman
of Freeport-McMoRan Inc., a natural resources company, prior
thereto.
<S> <C>
Chairman, President and Chief Executive Officer and Director of
Newmont Mining and Director of Cleveland-Cliffs Inc.
- -------------------------------------------------------------------------------
JOSEPH P. FLANNERY (65)............................................... 1989
<CAPTION>
Chairman, President and Chief Executive Officer of Uniroyal Holding,
Inc., a holding company.
<S> <C>
Director of Newmont Mining, APS Holding Corporation, Arvin
Industries, Inc., Ingersoll-Rand Company, K-Mart Corporation and The
Scotts Company.
</TABLE>

53
<PAGE>

<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
- -------------------------------------------------------------------------------
<S> <C>
LEO I. HIGDON, JR. (50)............................................... 1995
<CAPTION>
Dean and Charles C. Abbott Professor of the Darden Graduate School
of Business Administration at the University of Virginia since
October 1993; Vice Chairman of Salomon Brothers Inc and Co-head of
the global investment banking division of Salomon Brothers Inc prior
thereto.
<S> <C>
Director of Newmont Mining, Africare, Crompton & Knowles
Corporation, CPC International and a director and member of the
Executive Committee of Georgetown University.
- -------------------------------------------------------------------------------
THOMAS A. HOLMES (73)................................................. 1989
<CAPTION>
Retired Chairman and Chief Executive Officer of Ingersoll-Rand
Company, a manufacturer of machinery.
<S> <C>
Director of Newmont Mining and W. R. Grace & Co.
- -------------------------------------------------------------------------------
ROBIN A. PLUMBRIDGE (61).............................................. 1989
<CAPTION>
Chairman of Gold Fields of South Africa Limited, a natural resources
company; Chief Executive Officer thereof from December 1980 to
September 1995.
<S> <C>
Director of Newmont Mining and Standard Bank Investment Corporation.
- -------------------------------------------------------------------------------
ROBERT H. QUENON (68)................................................. 1988
<CAPTION>
Mining consultant since August 1991; Chairman of the Federal Reserve
Bank of St. Louis from January 1993 to December 1995.
<S> <C>
Director of Laclede Steel Company and Union Electric Company.
- -------------------------------------------------------------------------------
MOEEN A. QURESHI (66)................................................. 1994
<CAPTION>
Chairman of Emerging Markets Partnership, a private investment
management company, since June 1992; Prime Minister of Pakistan from
July 1993 to October 1993; Senior Vice President, Operations, World
Bank prior thereto.
<S> <C>
Director of Newmont Mining.
- -------------------------------------------------------------------------------
MICHAEL K. REILLY (64)................................................ 1994
<CAPTION>
Chairman of Zeigler Coal Holding Company, a coal producer; Chief
Executive Officer thereof from 1983 to December 1994.
<S> <C>
Director of Newmont Mining.
- -------------------------------------------------------------------------------
JAMES V. TARANIK (56)................................................. 1986
<CAPTION>
President of Desert Research Institute, University and Community
College System of Nevada, an environmental research organization;
Professor of Geology and Geophysics at the University of Nevada,
Reno and currently Arthur Brant Chair of Geology and Geophysics at
the University of Nevada.
- -------------------------------------------------------------------------------
<S> <C>
WILLIAM I. M. TURNER, JR. (68)........................................ 1989
<CAPTION>
Chairman and Chief Executive officer of EXSULTATE INC., a holding
company.
<S> <C>
Director of Newmont Mining and Schroders PLC.
- -------------------------------------------------------------------------------
</TABLE>

THE NEWMONT GOLD BOARD RECOMMENDS THAT THE STOCKHOLDERS OF NEWMONT GOLD VOTE
"FOR" ALL OF THE FOREGOING NOMINEES AND, UNLESS A STOCKHOLDER GIVES
INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON
INTEND SO TO VOTE.

54
<PAGE>

DIRECTORS' FEES, COMMITTEES AND MEETINGS

Directors who are neither officers nor employees of Newmont Gold, Newmont
Mining or any of Newmont Gold's subsidiaries are entitled to receive $25,000
per annum for serving as directors on the Newmont Gold Board. All directors
are entitled to receive an attendance fee of $1,000 per meeting of the Newmont
Gold Board. Each director who is neither an officer nor an employee of Newmont
Gold, Newmont Mining or any of Newmont Gold's subsidiaries is entitled to
receive an attendance fee of $750 per meeting of a committee of which he is a
member and $1,000 per meeting in the case of the chairman of the committee.

In addition, pursuant to Newmont Gold's Directors' Stock Award Plan,
directors who are not employees of Newmont Gold, Newmont Mining or any of
Newmont Gold's subsidiaries receive 625 shares of Newmont Gold Common Stock
annually on the date of their election or re-election at Newmont Gold's Annual
Meeting of Stockholders. If a person who is not an employee of Newmont Mining,
Newmont Gold or any of Newmont Gold's subsidiaries becomes a director in any
year, after Newmont Gold's Annual Meeting of Stockholders held in such year,
such person will receive 625 shares of Newmont Gold Common Stock on the
effective date of such person's election as a director of Newmont Gold. Shares
awarded under the plan may not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of by the director until the earliest of (i)
the expiration of five years after the date of receipt of such shares by the
director, (ii) the date the participating person ceases to be a director by
reason of death or disability, or (iii) the later of (a) the date the
participating person ceases to be a director for any reason other than death
or disability or (b) the expiration of six months after the date of receipt of
such shares by the director.

On retirement from the Newmont Gold Board at any time after attaining age
65, a director who is not entitled to a pension under Newmont Gold's Pension
Plan (i.e., a director who has not been an officer or employee of Newmont
Gold, Newmont Mining or any of Newmont Gold's subsidiaries) and who has served
for at least ten consecutive years as a director of Newmont Gold or Newmont
Mining is entitled to be paid an annual sum of $20,000 and an amount equal to
the per annum fee paid to him in his capacity as a director during his final
year of service on the Newmont Gold Board, in each case, for life.

During 1996, the Newmont Gold Board held nine meetings and each incumbent
director attended more than 75% of all meetings of the Newmont Gold Board and
committees of the Newmont Gold Board on which he served for the period during
which he was a member.

The Newmont Gold Board has, in addition to other standing committees, audit,
compensation and nominating committees. Members of these three committees are
not, and have not been, officers or employees of Newmont Gold, Newmont Mining
or any of Newmont Gold's subsidiaries. The members of these committees are:

<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
----- ------------ ----------
<S> <C> <C>
J. P. Bolduc Joseph P. Flannery(/1/) Rudolph I. J. Agnew
Robin A. Plumbridge Thomas A. Holmes J. P. Bolduc
Robert H. Quenon(/1/) Robin A. Plumbridge Joseph P. Flannery
Moeen A. Qureshi William I. M. Turner, Jr. Leo I. Higdon, Jr.
Michael K. Reilly Thomas A. Holmes(/1/)
James V. Taranik William I.M. Turner, Jr.
</TABLE>
- --------
(/1/) Chairman

55
<PAGE>

Audit Committee

The Audit Committee recommends independent public accountants to act as
auditors for Newmont Gold for consideration by the Newmont Gold Board, reviews
Newmont Gold's financial statements, confers with the independent public
accountants with respect to the scope and results of their audit of Newmont
Gold's financial statements and their reports thereon, reviews Newmont Gold's
accounting policies, tax matters and internal controls and oversees compliance
by Newmont Gold with requirements of the Financial Accounting Standards Board
and federal regulatory agencies. The Audit Committee also reviews non-audit
services furnished to Newmont Gold by the independent public accountants,
primarily consultation on tax matters and business advisory services. Access
to the Audit Committee is given to Newmont Gold's Controller and Director of
Internal Audit. During 1996, the Audit Committee held two meetings.

Compensation Committee

Each of Newmont Gold's Compensation Committee and the Newmont Mining's
Compensation Committee is responsible to its respective Board of Directors and
by extension to the stockholders of Newmont Gold or Newmont Mining, as the
case may be, for approving and administering the policies which govern annual
compensation and incentive programs for Newmont Gold's and Newmont Mining's
executive officers and other key employees. During 1996, the Compensation
Committee held four meetings.

Nominating Committee

The Nominating Committee's function is to propose to the Newmont Gold Board
slates of directors to be elected at the Annual Meetings of Stockholders (and
any directors to be elected by the Newmont Gold Board to fill vacancies) and
slates of officers to be elected by the Newmont Gold Board of Directors.
During 1996, the Nominating Committee held two meetings. The Nominating
Committee will consider for nomination to become directors any persons
recommended by stockholders. Recommendations may be submitted to the
Nominating Committee in care of the Secretary of Newmont Gold at 1700 Lincoln
Street, Denver, Colorado 80203.

56
<PAGE>

NEWMONT GOLD EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows the total compensation earned or paid to the Chief
Executive Officer and to each of Newmont Gold's and Newmont Mining's four most
highly compensated executive officers, other than the Chief Executive Officer,
for services rendered in all capacities to Newmont Gold, Newmont Mining and
Newmont Gold's subsidiaries in 1996, 1995 and 1994.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
---------------------- ------------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(/1/)
------------------ ---- -------- -------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre........ 1996 $567,000(/2/) $393,977 $206,023(/3/) 25,000(/7/) $9,000
Chairman, President and 1995 513,000(/2/) 332,553 167,447 -0- 9,000
Chief Executive Officer 1994 514,000(/2/) 321,278 153,722 -0- 9,000
Wayne W. Murdy.......... 1996 277,083 136,558 59,009(/3/) 10,000(/7/) 9,000
Executive Vice Presi-
dent 1995 245,500 138,643 52,131 -0- 9,000
and Chief Financial Of-
ficer 1994 223,000 108,491 47,386 -0- 9,000
Lawrence T. Kurlander... 1996 243,333 119,603 51,516(/3/) 10,000(/7/) 9,000
Senior Vice President, 1995 223,333 111,895 47,416 -0- 9,000
Administration 1994 161,250(/4/) 132,020(/4/) 27,794 108,583(/5/) 3,225
Eric Hamer.............. 1996 212,750 117,000 -0- 8,000(/7/) 9,000
Vice President and Se-
nior 1995 175,641 51,048 -0- -0- 9,000
Executive, Batu Hijau 1994 164,000 53,776 -0- -0- 9,000
John A.S. Dow........... 1996 176,750 82,680 60,588(/3/)(/6/) 10,620(/7/) -0-
Senior Vice 1995 140,000 42,991 -0- 6,240(/7/) -0-
President, Exploration 1994 119,000 42,999 -0- 6,240(/7/) -0-
</TABLE>
- --------
(1) Newmont Gold's contributions and credits to its Retirement Savings Plan
and non-qualified supplemental Savings Equalization Plan.

(2) Includes director's fees of $17,000, $13,000 and $14,000 in 1996, 1995 and
1994, respectively.
(3) Value of Newmont Gold restricted stock awarded under Newmont Gold's Annual
Incentive Compensation Plan for 1996 at the election of Newmont Gold's
Compensation Committee in lieu of cash. Dividends are payable on the
shares of restricted stock awarded. These shares of restricted stock are
subject to a two-year vesting period and were issued in January 1997 in
the following amounts:
<TABLE>
<CAPTION>
#
-----
<S> <C>
Ronald C. Cambre.................................................... 5,087
Wayne W. Murdy...................................................... 1,457
Lawrence T. Kurlander............................................... 1,272
John A. S. Dow...................................................... 870
</TABLE>

The number of shares and value of restricted Newmont Gold stock held by the
named executive officers on December 31, 1996 were as follows:
<TABLE>
<CAPTION>
# $
----- -------
<S> <C> <C>
Ronald C. Cambre............................................ 7,570 331,188
Wayne W. Murdy.............................................. 2,343 102,506
Lawrence T. Kurlander....................................... 1,685 73,719
</TABLE>

57
<PAGE>

(4) Mr. Kurlander became an executive officer on April 1, 1994. Salary in 1994
based on an annualized base salary of $215,000 for the period April 1,
1994 through December 31, 1994. Bonus amount shown consists of a "sign-on"
bonus of $60,000 and a bonus under Newmont Gold's Annual Incentive
Compensation Plan of $72,020 for the period April 1, 1994 through December
31, 1994.

(5) Represents special equity Newmont Mining option grants which vest over a
period of one to three years.

(6) In addition to the 870 shares of Newmont Gold restricted stock having a
value of $35,235 awarded to Mr. Dow under Newmont Gold's Annual Incentive
Compensation Plan for 1996, he was also given a special award of 626
shares of Newmont Gold restricted stock having a value of $25,353 in
January 1997 on the same terms as those awarded under Newmont Gold's
Annual Incentive Compensation Plan. Such special award was in recognition
of his contributions to the success of Newmont Gold's exploration
activities in 1996 and prior years and Mr. Dow's promotion to Senior Vice
President, Exploration of Newmont Gold and Newmont Mining.

(7) Stock options granted by Newmont Mining under Newmont Mining stock option
plans.

STOCK OPTIONS GRANTED BY NEWMONT MINING

The following table contains information concerning the grant of stock
options by Newmont Mining in 1996 under Newmont Mining's stock option plans
with respect to the named executive officers.

OPTION GRANTS IN 1996

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS PARTICIPANTS PRICE EXPIRATION -------------------
NAME GRANTED(#) IN 1996 ($/SHARE) DATE 5% 10%
---- ---------- ------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre........ 25,000(/1/) 2.9% 54.94 01/24/06 $865,305 $2,183,865
Wayne W. Murdy.......... 10,000(/1/) 1.2% 54.94 01/24/06 346,122 873,546
Lawrence T. Kurlander... 10,000(/1/) 1.2% 54.94 01/24/06 346,122 873,546
Eric Hamer.............. 4,000(/2/) 0.5% 58.94 05/13/06 148,529 374,858
4,000(/3/) 0.5% 51.94 11/20/06 130,889 330,338
John A.S. Dow........... 3,120(/2/) 0.4% 58.94 05/13/06 115,852 292,390
7,500(/3/) 0.9% 51.94 11/20/06 245,417 619,385
</TABLE>
- --------
(1) Granted on January 24, 1996 and exercisable in two annual increments of
50% each commencing January 24, 1997.
(2) Granted on May 13, 1996 and exercisable in two annual increments of 50%
each commencing May 13, 1997.
(3) Granted on November 20, 1996 and exercisable in two annual increments of
50% each commencing November 20, 1997.

NEWMONT MINING OPTION EXERCISES AND HOLDINGS

The following table sets forth information concerning the exercise of
Newmont Mining options in 1996 and unexercised Newmont Mining options held at
the end of 1996 with respect to the named executive officers.

58
<PAGE>

AGGREGATED OPTION EXERCISES IN 1996 AND 1996 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1996 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT 1996 YEAR-END(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre........ -0- $ -0- 136,665 190,373 $199,624 $518,655
Wayne W. Murdy.......... 14,977 446,689 81,000 39,955 494,103 227,666
Lawrence T. Kurlander... -0- -0- 39,314 69,909 -0- 210,282
Eric Hamer.............. 8,986 179,091 57,410 25,973 412,914 136,602
John A. S. Dow.......... 5,000 125,000 25,576 13,740 213,401 14,227
</TABLE>
- --------
(1) Market value of underlying Newmont Mining securities at exercise date or
year end ($44.75), as the case may be, less the exercise price of "in-the-
money" options.

PENSION PLANS

The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age (62 years) under Newmont Gold's
qualified defined benefit pension plan (the "Pension Plan"), as well as under
its nonqualified supplemental pension plan that provides benefits that would
otherwise be denied participants by reason of certain Code limitations on
qualified plan benefits, based on remuneration that is covered under the plans
and years of service with Newmont Gold, Newmont Mining and Newmont Gold's
subsidiaries.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 300,000..................... $ 78,750 $105,000 $131,250 $157,500 $183,750
350,000..................... 91,875 122,500 153,125 183,750 214,375
400,000..................... 105,000 140,000 175,000 210,000 245,000
450,000..................... 118,125 157,500 196,875 236,250 275,625
500,000..................... 131,250 175,000 218,750 262,500 306,250
550,000..................... 144,375 192,500 240,625 288,750 336,875
600,000..................... 157,500 210,000 262,500 315,000 367,500
650,000..................... 170,625 227,500 284,375 341,250 398,125
700,000..................... 183,750 245,000 306,250 367,500 428,750
750,000..................... 196,875 262,500 328,125 393,750 459,375
800,000..................... 210,000 280,000 350,000 420,000 490,000
850,000..................... 223,125 297,500 371,875 446,250 520,625
900,000..................... 236,250 315,000 393,750 472,500 551,250
950,000..................... 249,375 332,500 415,625 498,750 581,875
1,000,000..................... 262,500 350,000 437,500 525,000 612,500
1,050,000..................... 275,625 367,500 459,375 551,250 643,125
1,100,000..................... 288,750 385,000 481,250 577,500 673,750
1,150,000..................... 301,875 402,500 503,125 603,750 704,375
1,200,000..................... 315,000 420,000 525,000 630,000 735,000
</TABLE>

A participant's remuneration covered by the Pension Plan is his or her
average annual base salary and bonus, including amounts paid in the form of
restricted stock (as reported in the Summary Compensation Table) for the sixty
consecutive months in which the highest level of compensation was paid to the
participant during the last one hundred twenty months of the participant's
career with Newmont Gold, Newmont Mining and Newmont Gold's subsidiaries. The
approximate years of credited

59
<PAGE>

service as of the end of 1996 for each named executive officer is: Mr.
Cambre--three years; Mr. Murdy--four years; Mr. Kurlander--three years; Mr.
Hamer--22 years; Mr. Dow--18 years. Benefits shown are computed on a straight
single life annuity basis beginning at age 62. Such amounts have not been
reduced for Social Security benefits.

OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM

Newmont Gold has an Officers' Death Benefit Plan for the benefit of the
named executive officers and other executive officers of Newmont Gold, Newmont
Mining and certain of Newmont Gold's subsidiaries. The plan provides a death
benefit of three times annual base salary for an executive officer who dies
while an active employee and a death benefit of one times final annual base
salary for an executive officer who dies after retiring at or after normal
retirement age. For retirement prior to normal retirement age, the post-
retirement death benefit is 30% to 100% of one times final annual base salary,
depending on the number of years to normal retirement age. Coverage under the
Officers' Death Benefit Plan is offset by group life insurance maintained for
the benefit of all salaried employees of Newmont Gold, Newmont Mining and
certain of Newmont Gold's subsidiaries.

EXECUTIVE AGREEMENTS

An agreement is currently in effect among Newmont Gold, Newmont Mining and
Mr. Cambre which provides for an annual base salary of $500,000 beginning in
1994. The agreement provides that the Boards of Directors of Newmont Gold and
Newmont Mining may, at their discretion, increase Mr. Cambre's base salary and
that any such increased base salary made after January 1994 automatically
becomes Mr. Cambre's minimum base salary thereafter. Mr. Cambre's employment
agreement is effective until his 62nd birthday, unless terminated earlier as
provided in the agreement. In the event Mr. Cambre's employment is terminated
other than for "cause" (as defined below) and without any breach by Mr. Cambre
of such agreement, he will be entitled to receive a lump sum payment equal to
twice his annual base salary for each twelve-month period in the remaining
term of his employment (which will not exceed two years).

Mr. Murdy's letter of offer of employment from Newmont Gold provides that if
his employment is terminated other than for "cause" (as defined below) before
December 31, 1997, he will be entitled to receive 35 months of his then annual
base salary plus certain other severance benefits; thereafter, he will be
entitled to 24 months of salary plus benefits.

Any benefits to which Messrs. Cambre and Murdy may be entitled from Newmont
Gold's Severance Pay Plan (as described below) reduce the benefits due under
these arrangements.

Each of the named executive officers participates in Newmont Gold's
Severance Pay Plan, amended and restated effective as of May 1, 1993 (the
"Severance Pay Plan"). Participants in the Severance Pay Plan with at least
one year of service (a) who have been continually employed by Newmont Gold,
Newmont Mining or one of Newmont Gold's subsidiaries or affiliates on and
after August 1, 1991, or (b) whose employment with Newmont Gold, Newmont
Mining or one of Newmont Gold's subsidiaries or affiliates is involuntarily
terminated other than for "cause" (as defined below) within 24 months after a
change in control (as defined in the Severance Pay Plan) of Newmont Mining
(other than those participants whose employment began on or after May 1, 1993)
are entitled to receive a minimum of the greater of (i) four weeks of salary
(as defined in the Severance Pay Plan), together with an additional two weeks
of salary for each year of service; or (ii) from nine to 78 weeks of salary
depending on the salary grade of the participant, calculated based on the
relevant participant's salary as of April 30, 1993. Each of the named
executive officers who are otherwise

60
<PAGE>

eligible for severance pay under clause (ii) above would receive 78 weeks of
salary. Participants whose employment began on or after May 1, 1993 and whose
employment is involuntarily terminated are entitled to receive only the amount
determined as set forth in clause (i) in the previous sentence. Under the
Severance Pay Plan, the maximum severance allowance benefit payable to a
participant calculated as set forth above is 104 weeks of such participant's
salary. In addition to the amount described above, each participant is also
entitled to a lump sum payment equal to Newmont Gold's matching contribution
that would have been made under Newmont Gold's Retirement Savings Plan
calculated in accordance with the relevant provisions of the Severance Pay
Plan and any accrued and unused vacation time. Participants under the
Severance Pay Plan are also entitled to certain fringe benefits, such as
coverage under Newmont Gold's medical and dental plans and life insurance
plan, as set forth in the Severance Pay Plan.

"Cause" as a basis for termination under these arrangements is generally
limited to (i) misappropriation of funds or property of Newmont Gold, Newmont
Mining or Newmont Gold's subsidiaries, (ii) conviction of a felony, (iii)
obtaining personal benefit from any transaction between Newmont Gold, Newmont
Mining or Newmont Gold's subsidiaries and a third party without the prior
approval of such benefit by the Board of Directors of Newmont Gold or of
Newmont Mining, (iv) obtaining a personal profit from the sale of Newmont
Gold's, Newmont Mining's or Newmont Gold's subsidiaries trade secrets, (v)
poor job performance or (vi) conduct below reasonably expected standards.

The report of the Compensation Committee and the performance graph that
follow shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act or under the Exchange Act except to the extent that Newmont
Gold specifically incorporates the information by reference, and shall not
otherwise be deemed filed under such Acts.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Newmont Gold Board is composed entirely of
directors who are neither officers nor employees of Newmont Gold nor Newmont
Mining. Each of the Compensation Committees of Newmont Gold and Newmont Mining
is responsible to its respective Board of Directors and by extension to the
stockholders of Newmont Gold or Newmont Mining, as the case may be, for
approving and administering the policies which govern annual compensation and
incentive programs for Newmont Gold's and Newmont Mining's executive officers
and other key employees. The members of Newmont Gold's Compensation Committee
are also directors of Newmont Mining and serve on the Newmont Mining
Compensation Committee. The membership of the two Committees is identical.
Newmont Gold and Newmont Mining operate as a single economic unit and all of
the executive officers of Newmont Gold are also the executive officers of
Newmont Mining. Newmont Gold pays all compensation expenses of such employees.
The following report reflects the compensation philosophy and decisions of
both Committees.

There are three elements to Newmont Gold's and Newmont Mining's executive
compensation program--base salaries, annual incentives and stock options.

Base Salaries

The base salaries for executive officers of Newmont Gold and Newmont Mining,
including Mr. Cambre and the other named executive officers, fall within
salary ranges that reflect competitive base pay levels within the mining
industry as a whole for the positions they hold. Newmont Gold and Newmont
Mining subscribe to and participate in surveys of executive-level
compensation. One of the surveys in which Newmont Gold and Newmont Mining
participate is devoted exclusively to the gold mining industry and includes
information about 14 companies based in North America. This survey not only
includes the seven companies that comprise the Standard & Poor's Gold Index
shown on Newmont Gold's Performance Graph below, but also includes a number of
companies which the

61
<PAGE>

Committees believe are more appropriate for comparison with Newmont Gold and
Newmont Mining for purposes of analyzing executive compensation. Based on a
review of such survey information, the Committees believe that the base
salaries of Newmont Gold's and Newmont Mining's executive officers are at or
slightly below the median salaries for comparable positions in the gold mining
industry. Newmont Gold and Newmont Mining participate in other surveys as
well, which cover a wide range of industries and companies. Although many of
the companies included in these broader surveys are not capable of meaningful
comparison with Newmont Gold and Newmont Mining, Newmont Gold and Newmont
Mining use such surveys to identify general trends in executive compensation.

Base salary increases are made on the basis of changes in industry levels as
well as evaluated individual contribution and Newmont Gold's and Newmont
Mining's performance in the prior year. The 1996 base salary increases of the
named executive officers were in line with increases in base salaries for
comparable industry positions as reflected in the gold mining industry survey.

Annual Incentives

Annual incentive awards are made pursuant to Newmont Gold's Annual Incentive
Compensation Plan (the "Plan"). The named executive officers (and other
participants at specified salary levels) are eligible to receive both a
corporate performance bonus and a personal performance bonus. Corporate
performance bonuses are paid in cash and are based upon the attainment of
production and cost of production goals established annually by the Newmont
Gold Board on the recommendation of its Compensation Committee. At year-end,
actual cash costs of production and actual production are compared with
targeted costs and production to determine a "corporate performance
percentage." Newmont Gold must achieve minimum percentage (designated by the
Newmont Gold Board to be 85%) before any bonuses based on corporate
performance can be made to participants in the Plan. Corporate performance
bonuses are incrementally increased (or decreased) in accordance with
incrementally higher (or lower) performance percentages (with the maximum
percentage being 120%). In 1996, Newmont Gold achieved a corporate performance
percentage of 100.71%. In addition, each year the Newmont Gold Board
designates a minimum average price of gold per ounce that must be realized
when the corporate performance target is determined. No corporate or personal
performance bonuses under the Plan may be paid for any year in which Newmont
Gold does not realize such minimum average price of gold per ounce. In 1996,
Newmont Gold met the minimum average price of gold per ounce.

Personal performance bonuses are based upon an evaluation of a participant's
personal contribution to Newmont Gold and Newmont Mining and are also
typically paid in cash. However, 1996 personal performance bonuses to the
named executive officers, except Mr. Hamer, were paid partly in cash and
partly in the form of restricted shares of Newmont Gold Common Stock, subject
to two-year vesting provisions. The restricted stock component of the Plan is
intended to align the interests and motivation of such recipients with the
interests of Newmont Gold's and Newmont Mining's stockholders. It is believed
that such ownership will positively influence long-term decision making since
awards for current performance will be impacted by future stock prices. In
1996, personal performance awards to the named executive officers and other
Plan participants were based on certain subjective factors such as the
individual skills, experience and accomplishments of the relevant executive
officer, as well as such executive officers' contributions to the positive
economic results realized by Newmont Gold and Newmont Mining, together with
their continued global expansion, during 1996. The Committees did not use any
fixed weighting of such factors in determining personal performance bonuses.

Participants in the Plan are assigned target awards as a percentage of their
base salary. Target awards increase at higher management levels, to 100% of
base salary in the case of Mr. Cambre. The weighting of corporate performance
and personal performance factors varies by participant, and in the case of Mr.
Cambre is approximately one-third corporate performance and two-thirds
personal performance at target.

62
<PAGE>

The Committees determined that in general the sum of an individual's base
salary and his or her target annual incentive award should approach the 75th
percentile for comparable positions in the gold mining industry as set forth
in the executive-level compensation surveys described above as well as based
on recommendations contained in a report provided by an independent
compensation consultant retained by Newmont Gold.

The Chief Executive Officer's 1996 corporate performance bonus was based on
the corporate performance percentage described above, while his 1996 personal
performance bonus was based on his individual accomplishments as well as his
contributions to the overall results of Newmont Gold and Newmont Mining. Mr.
Cambre's total 1996 cash and restricted stock bonus of $600,000 was equal to
109% of his 1996 base salary. Mr. Cambre's corporate performance bonus of
$187,943 (31% of such total award) was based on a corporate performance
percentage of 100.71% as described above. His personal performance bonus of
$412,057 (69% of such total award) was based on Mr. Cambre's personal
performance evaluation. In making this determination, the Committees
considered Mr. Cambre's vision and leadership which enabled Newmont Gold to
achieve the following positive results in 1996:

. Completed the Minahasa project in Indonesia on schedule and on budget;

. Attained design production capacity at the Zarafshan-Newmont joint
venture in Uzbekistan by year-end;

. Increased reserves on a net of depletion basis;

. Increased equity production of gold 23% from 1995, while cash costs per
equity ounce for 1996 rose only 5% compared to 1995;

. Reached a final decision with respect to the Batu Hijau project in
Indonesia and the non-Indonesian ownership structure of such project; and

. Continued building a management team with world-class capabilities.

Stock Options

The third element of executive compensation, stock options, is long-term in
nature. In 1992, Newmont Mining's Compensation Committee, which is also
responsible for administering Newmont Mining's stock option plans, suspended
its practice of making semi-annual stock option grants to Mr. Hamer and
certain other former senior executive officers of Newmont Gold. Instead,
Newmont Mining's Committee awarded special equity option grants to such
executives. Consistent therewith, Messrs. Cambre, Murdy and Kurlander were
also awarded special equity option grants in November 1993, December 1992 and
November 1994, respectively, when they joined, or shortly after they joined,
Newmont Gold and Newmont Mining. This form of award was based upon
recommendations contained in a study undertaken for Newmont Mining's
Compensation Committee by an independent compensation consultant which had
been asked to design an option program which would align the financial
interests of Newmont Gold and Newmont Mining's senior-most executives more
closely with those of the stockholders of Newmont Gold and of Newmont Mining.

These equity option awards are stock options with special pricing features.
With respect to half of these special grants the options are not exercisable
unless the price of Newmont Mining Common Stock equals or exceeds 125% of the
exercise price on the day prior to exercise. With respect to the other half of
the special grants, the exercise prices are set at successively higher levels
above the value of Newmont Mining Common Stock on the grant date. Individuals
must own and place on deposit with Newmont Mining a number of shares equal to
2% of the shares covered by the options they were granted. The purpose of the
deposited shares is to evidence a commitment to ownership and risk on the part
of the executive in exchange for the leveraged opportunity to participate in
the growth in share value represented by the options. The shares come off
deposit when an option is exercised or expires. If the required number of
shares are not placed on deposit, or if they are taken off deposit early, the
option is proportionately reduced.

63
<PAGE>

In January 1996, Newmont Mining's Committee awarded special stock option
grants to Messrs. Cambre, Murdy and Kurlander (i) in recognition of their
individual performances in prior years, (ii) to provide a strong incentive to
increase the value of Newmont Gold and Newmont Mining and (iii) to recognize
such individuals' potential future impact on the attainment of Newmont Gold's
and Newmont Mining's mutual long-term goals and objectives.

Policies with Respect to Tax Deductibility of Executive Compensation. Under
the Revenue Reconciliation Act of 1993, Section 162 of the Internal Revenue
Code was amended to eliminate, with certain exceptions, the deduction for
certain compensation in excess of $1 million to any named executive officer,
including the Chief Executive Officer. The Committees believe that Newmont
Mining's stock plans may comply with the exceptions to this limitation. It is
possible that payments made from time to time under Newmont Gold's Annual
Incentive Compensation Plan could constitute non-deductible compensation
expenses. Altering such Plan to assure full deductibility of compensation,
however, could inhibit the Committees' ability to adjust performance criteria
as they deem appropriate. Because the Committees do not currently anticipate
any significant increase in tax liability to Newmont Gold or Newmont Mining as
a result of the Section 162 amendments, the Committees have not altered their
approach to setting incentive compensation in response to such amendments.
Should the compensation levels of the Chief Executive Officer or any of the
other named executive officers materially affect Newmont Gold's or Newmont
Mining's tax position in the future, the Committees will consider establishing
performance criteria that will allow Newmont Gold and Newmont Mining to avail
themselves of all appropriate tax deductions.

Summary

The Committees believe that the combination of competitive base salaries,
potentially significant performance-based incentives paid partially in
restricted stock and a highly leveraged equity incentive represented by
premium-priced options combined with an ownership commitment, represents a
highly motivational and effective senior executive compensation program that
works to attract and retain talented executives and strongly aligns the
interests of senior management with those of the stockholders of Newmont Gold
and of Newmont Mining in achieving above average long-term returns on
investment.

Submitted by the Compensation Committee of the Newmont Gold Board:

<TABLE>
<S> <C>
Joseph P. Flannery,
Chairman Robin A. Plumbridge
Thomas A. Holmes William I.M. Turner, Jr.
</TABLE>

64
<PAGE>

FIVE-YEAR STOCKHOLDER RETURN COMPARISON

The following graph assumes a $100 investment on December 31, 1991 in each of
Newmont Gold Common Stock, the S&P 500 Index and the S&P Gold Index.

CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS

[Line graph depicting comparative prices of Newmont Gold Common Stock, the S&P
500 Index and the S&P Gold Index on each of December 31, 1991, 1992, 1993,
1994, 1995 and 1996.]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Newmont Gold ..................................... $100 $ 82 $119 $ 91 $113 $114
S&P 500 Index..................................... $100 $108 $118 $120 $165 $203
S&P Gold Index*................................... $100 $ 93 $171 $138 $156 $154
</TABLE>
- --------
* Barrick Gold Corporation, Battle Mountain Gold Company, Echo Bay Mines Ltd.,
Homestake, Newmont Mining, Placer Dome, Inc. and Santa Fe.

SECTION 16(a) REPORTING

Section 16(a) of the Exchange Act, requires Newmont Gold's executive officers
and directors and holders of greater than 10% of the outstanding Newmont Gold
Common Stock to file initial reports of their ownership of Newmont Gold's
equity securities and reports of changes in ownership with the Commission and
the NYSE. Based solely on a review of the copies of such reports furnished to
Newmont Gold and written representations from Newmont Gold's executive officers
and directors that no Forms 5 were required, Newmont Gold believes that all
Section 16(a) filing requirements were complied with in 1996, except that
Newmont Mining, as a holder of greater than 10% of the outstanding common stock
of Newmont Gold, inadvertantly reported one transaction late, with respect to
the issuance of stock options granted to Newmont Mining, on a subsequently
filed Form 4 and inadvertantly filed one day late a Form 5.

65
<PAGE>

BENEFICIAL OWNERSHIP OF SECURITIES

PRINCIPAL STOCKHOLDER

As of March 26, 1997, the only beneficial owner of more than 5% of the
outstanding shares of Newmont Gold Common Stock was Newmont Mining, 1700
Lincoln Street, Denver, Colorado 80203, which owned 99,522,778 shares
(representing approximately 91%) and as to which it had sole voting and
investment power.

OWNERSHIP OF COMMON STOCK BY MANAGEMENT

As of March 26, 1997, all directors and executive officers of Newmont Gold
as a group beneficially owned 44,585 shares of Newmont Gold's Common Stock,
constituting in the aggregate less than 1% of the outstanding Newmont Gold
Common Stock. The nature of beneficial ownership of all such shares is sole
voting and investment power. As of March 26, 1997, all directors and executive
officers of Newmont Gold as a group beneficially owned 654,957 shares of
Newmont Mining Common Stock, constituting in the aggregate less than 1% of
Newmont Mining's outstanding common stock. The nature of beneficial ownership
of all such shares is sole voting and investment power. The following table
sets forth the number of shares of common stock of Newmont Gold and the number
of shares of common stock of Newmont Mining beneficially owned by Newmont
Gold's and Newmont Mining's directors and executive officers as of March 26,
1997:

<TABLE>
<CAPTION>
SHARES OF SHARES OF
NAME NEWMONT GOLD NEWMONT MINING
OF BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED
- ------------------- ------------------ ------------------
<S> <C> <C>
Rudolph I. J. Agnew...................... 1,875 2,496
J. P. Bolduc............................. 1,875 -0-
Ronald C. Cambre......................... 12,657 153,957(/1/)
John A. S. Dow........................... 1,496 28,696(/1/)
Joseph P. Flannery....................... 1,875 2,745
Eric Hamer............................... -0- 70,194(/1/)
Leo I. Higdon, Jr........................ 1,250 -0-
Thomas A. Holmes......................... 1,875 6,948
Lawrence T. Kurlander.................... 2,957 46,114(/1/)
Wayne W. Murdy........................... 3,800 112,710(/1/)
Robin A. Plumbridge...................... 1,875 2,496
Robert H. Quenon......................... 2,175 374
Moeen A. Qureshi......................... 1,875 -0-
Michael K. Reilly........................ 1,875 5,000
James V. Taranik......................... 1,975 124
William I. M. Turner, Jr................. 1,875 8,000
All directors and executive officers as a
group, including those named above (29
persons)................................ 44,585 654,957(/1/)
</TABLE>
- --------
(/1/)Includes 149,165 shares, 28,696 shares, 68,397 shares, 44,314 shares,
100,978 shares and 601,374 shares of Newmont Mining Common Stock which
Messrs. Cambre, Dow, Hamer, Kurlander, Murdy and all directors and
executive officers as a group, respectively, have the right to acquire on
or within 60 days after March 26, 1997 by the exercise of options granted
by Newmont Mining.

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<PAGE>

THE COMPANIES

NEWMONT GOLD

Substantially all of Newmont Gold's consolidated sales and operating profit
in 1995 and 1994 related to its gold mining activities in the U.S. In 1996,
Newmont Gold's consolidated sales resulted from operations in the U.S.,
Uzbekistan and Indonesia. In 1996, 74% of Newmont Gold's equity production of
gold related to its U.S. operations and 26% of such production related to its
foreign operations. Approximately 19% of Newmont Gold's consolidated assets
related to its foreign operations at December 31, 1996.

Newmont Gold discovered gold near Carlin, Nevada in 1961. The Carlin Trend
is the largest gold district discovered in North America in this century.
Since it began production in 1965, through the end of 1996, Newmont Gold has
produced approximately 18.7 million ounces of gold from the Carlin Trend. On
the Carlin Trend, Newmont Gold operates a wide array of processing facilities
including oxide mills, a refractory ore treatment plant, oxide leaching
facilities and bio-oxidation facilities.

In 1986, Newmont Gold discovered the Yanacocha gold deposit in Peru, which
has since become the largest gold district in South America. Minera Yanacocha
began production in 1993. Production for 1996 was approximately 811,400 ounces
of gold, of which Newmont Gold's 38% equity interest was approximately 308,300
ounces of gold. Due to a favorable decision in February 1997 by the Peruvian
Superior Court in the litigation described below, Newmont Gold is considered
to have acquired for reporting purposes an additional 13.35% interest in
Minera Yanacocha in 1997, bringing Newmont Gold's ownership interest in Minera
Yanacocha to 51.35%.

In November 1993, the French government announced its intention to privatize
the mining assets of Bureau de Recherches Geologiques et Minieres, the
geological and mining bureau of the French government ("BRGM"), and in
September 1994 BRGM announced its intention to transfer its 24.7% interest in
Minera Yanacocha to another entity. Newmont Gold and Compania de Minas
Buenaventura, S.A. ("Buenaventura"), then 38.0% and 32.3% owners of Minera
Yanacocha, respectively, filed suit in Peru to seek enforcement of a provision
in the by-laws of Minera Yanacocha, giving shareholders preemptive rights on
the proposed sale or transfer of any shareholder's interest. The caption of
the suit is Compania Minera Condesa et al. vs. Bureau de Recherches
Geologiques et Minieres, Case No. 944-94-A (300-96RC), Fifth Specialized Civil
Court In and For Lima. In February 1995, an appellate court in Peru issued a
preliminary ruling in favor of Newmont Gold and Buenaventura, both of whom
elected to exercise their preemptive rights to acquire their proportionate
share of the 24.7% interest. In accordance with the court ruling, Minera
Yanacocha canceled the BRGM shares and issued shares representing interests in
Minera Yanacocha of 13.35% to Newmont Gold and 11.35% to Buenaventura. Newmont
Gold deposited $48.6 million for its additional interest, together with the
additional shares, with a Peruvian bank pending the final resolution of the
case. The trial hearing in the case occurred in July 1996 and a ruling in
Newmont Gold's and Buenaventura's favor was issued in September 1996.

67
<PAGE>

The trial court ruling provided that Newmont Gold and Buenaventura have the
right to acquire the 24.7% interest for a purchase price of $109.3 million,
$59.1 million attributable to the 13.35% interest of Newmont Gold. The trial
court ruling was appealed to the Peruvian Superior Court. Management did not
know how the Superior Court would rule. In order to prevail in the Superior
Court, the decision of the trial court had to be affirmed by the votes of
three Superior Court justices. Legal arguments were made to a panel of three
Superior Court justices. Two of the justices voted to uphold the trial court
ruling and the third justice voted not to uphold the ruling. A fourth Superior
Court justice was then appointed to hear the case, and this justice voted to
uphold the trial court ruling in February 1997, resulting in the three votes
required to prevail. As a result of the Superior Court decision, management
now believes that it is probable that the additional interest will be acquired
and that Newmont Gold will retain control of Minera Yanacocha. Therefore, as
discussed above, Newmont Gold is considered to have acquired for reporting
purposes the additional 13.35% interest in February 1997 and Minera Yanacocha
will be consolidated in Newmont Gold's and Newmont Mining's financial
statements in 1997. Previously, Newmont Gold had accounted for the 38%
interest in Minera Yanacocha on an equity basis. BRGM and other defendants in
the suit have filed a request for review of the Superior Court decision by the
Supreme Court of Peru. Peruvian counsel has advised Newmont Gold that
decisions of the Superior Court can be modified by the Supreme Court only in
very limited circumstances and that it is not likely that further review will
be granted. See "Risk Factors--Minera Yanacocha Decision."

Newmont Gold was the first Western gold mining company to begin operations
in the former Soviet Union, with the start-up of a crushing plant and heap-
leach recovery operation in Uzbekistan in 1995. Newmont (Uzbekistan) Limited
("Newmont Uzbekistan"), a wholly owned subsidiary of Newmont Gold, entered
into a joint venture agreement dated as of February 21, 1992 (the "Uzbek
Agreement") with the State Committee for Geology and Mineral Resources and
Navoi Mining and Metallurgical Combine, a state entity of the Republic of
Uzbekistan, pursuant to which the parties agreed to enter into a joint venture
(the "Zarafshan-Newmont Joint Venture") to produce gold from existing
stockpiles of low-grade oxide ore from the government owned Muruntau mine and
to sell such gold in the international gold markets. Newmont Uzbekistan has a
50% interest in the Zarafshan-Newmont Joint Venture. Although not
contractually obligated to do so, Newmont Uzbekistan has made, and may from
time to time make, advances or contributions to the Zarafshan-Newmont Joint
Venture to cover debt service requirements and other capital and operating
costs. Unless earlier terminated pursuant to its terms, the Zarafshan-Newmont
Joint Venture will continue for 20 years, subject to renewal for one
additional period of 10 years at the option of Newmont Uzbekistan, and subject
to renewal for additional periods upon the mutual agreement of all of the
parties to the Uzbek Agreement. Production for the Zarafshan-Newmont Joint
Venture began in the second half of 1995 and totalled approximately 326,500
ounces of gold (or 163,250 ounces attributable to Newmont Gold) in 1996.

At the end of the first quarter of 1996, production began at Minahasa on the
Indonesian island of Sulawesi. The venture produced 112,700 ounces of gold in
1996. Newmont Gold has an 80% interest in Minahasa, but accounts for 100% of
the production proceeds and costs until its carried Indonesian partner's loan
and interest thereon are repaid. Newmont Gold also has an 80% interest, with
the same Indonesian partner having a 20% carried interest, in a second
Indonesian project, Batu Hijau, which is a large porphyry copper/gold deposit
on the island of Sumbawa. In order to bring copper experience into the project
and assist with financing, Newmont Gold has signed a partnership agreement
with Sumitomo Corporation under which, after Indonesian government approval of
the partnership arrangement is obtained and required contributions are made by
Newmont Gold and Sumitomo, Sumitomo will acquire a 35% interest in Batu Hijau
and Newmont Gold will retain a 45% interest. At the end of 1996, the deposit
contained approximately 10.6 billion pounds of copper and 12.1 million ounces
of gold in proven and probable reserves in which Newmont Gold has an equity
interest (assuming consummation of the transaction with Sumitomo) of 4.8
billion equity pounds of copper and 5.4 million equity ounces of gold. The
project is awaiting various Indonesian governmental approvals

68
<PAGE>

to commence the construction process. Subject to obtaining these and other
necessary governmental approvals and to complete financing arrangements,
Newmont Gold believes that production could begin around the turn of the
century.

In addition, Newmont Gold has a 44% interest in La Herradura, a small open-
pit mine in Mexico that is undergoing development and is scheduled to commence
production in 1998.

Advanced stage exploration and/or joint venture activities continue around
each of these operations as well as in Alaska and Ecuador. Additional
exploration is underway in Canada and certain countries in the Caribbean and
Asia.

In the countries outside the U.S. in which Newmont Gold currently has
operations, the mineral rights are owned by the relevant governments. See
"Risk Factors--Risks of Foreign Investments."

In Indonesia, rights are granted to private parties to explore for and
develop the mineral resources within defined areas through Contracts of Work
entered into with the Indonesian government. In 1986, Newmont Gold entered
into fourth generation Contracts of Work with the Indonesian government
covering the Minahasa and Batu Hijau projects. Under the Contracts of Work,
affiliates of Newmont Gold are granted the exclusive rights to explore the
contract area, construct any required facilities and extract and process the
mineralized materials and sell and export the minerals produced subject to
certain Indonesian government approvals and payment of a royalty to the
Indonesian government. Once mining facilities are constructed and mining
operations commence, Newmont Gold has the right to continue operating the
project for 30 years, or longer if approved by the Indonesian government.
Under the Contracts of Work, beginning in the sixth year after mining
operations are commenced (and continuing through the tenth year) Newmont Gold
will be required to offer part of its interests in the projects to the
Indonesian government or to Indonesian nationals (collectively the "Indonesian
Parties"), thereby potentially reducing its interests to 49% in the case of
Minahasa and 28% in the case of Batu Hijau by the end of the tenth year. The
price at which such interests will be offered for sale to the Indonesian
Parties is the highest of (i) the then current replacement cost, (ii) the
price at which shares of the project company will be accepted for listing on
the Jakarta Stock Exchange, or (iii) the fair market value of such interests
as a going concern.

In Peru, rights to explore for and develop minerals are granted by the
Peruvian government through concessions covering certain specified areas. The
concessions are maintained in effect by paying an annual fee to the Peruvian
government and through minimum levels of production. A concession system
similar to the one in Peru exists in Mexico. In Uzbekistan, Newmont Gold has
entered into contractual agreements with state entities to buy and process the
stockpiled ore and has acquired rights to refine and export the gold produced
through Decree and Rules from the Uzbekistan Cabinet of Ministers.

Newmont Gold has obtained political risk insurance to mitigate political
risks with respect to some of its foreign operations. In Peru, Newmont Gold
has obtained political violence and expropriation coverage from the Overseas
Private Investment Corporation ("OPIC") and the Multilateral Investment
Guarantee Agency ("MIGA") to cover the costs of its equity investment. In
Uzbekistan, Newmont Gold has obtained political violence and expropriation
coverage from OPIC and MIGA to cover the costs of its equity investment and
its loan guarantee obligations related to the financing of the project
provided by the European Bank for Reconstruction and Development. In
Indonesia, Newmont Gold has obtained expropriation coverage from a private
insurance company with respect to its Minahasa project covering construction
costs.

NEWMONT MINING

Newmont Mining was incorporated in 1921 under the laws of Delaware. As a
result of the 1994 Transaction, Newmont Mining's principal asset is Newmont
Gold Common Stock which currently represents approximately 91% of the
outstanding shares of Newmont Gold Common Stock. In addition,

69
<PAGE>

Newmont Mining owned as of March 26, 1997 options to acquire, in the
aggregate, 2,389,512 shares of Newmont Gold Common Stock. These options are
exercisable when and to the extent comparable options to acquire shares of
Newmont Mining Common Stock ("Newmont Mining Options") granted to employees of
Newmont Gold and its subsidiaries under employee stock plans (the "Employee
Plans") are exercised. Additional options to acquire shares of Newmont Gold
Common Stock, as well as shares of Newmont Gold Common Stock, will be issued
by Newmont Gold to Newmont Mining from time to time upon the grant of
additional Newmont Mining Options and awards of shares of Newmont Mining
Common Stock under the Employee Plans.

Upon consummation of the Merger and the Contribution Transaction, Newmont
Mining will acquire additional shares of Newmont Gold Common Stock and the
Additional Newmont Gold Options. See "The Contribution Transaction." As a
result, Newmont Mining will own approximately 94% of the outstanding shares of
Newmont Gold Common Stock.

In order to maintain equality between the number of outstanding shares of
Newmont Mining Common Stock and the number of shares of Newmont Gold Common
Stock owned by Newmont Mining as contemplated by the 1994 Transaction, it is
intended that Newmont Gold will issue shares of Newmont Gold Common Stock to
Newmont Mining at any time Newmont Mining issues shares of Newmont Mining
Common Stock. This will insure that the stockholders of Newmont Mining and
Newmont Gold have identical per share interests in the reserves, production,
earnings and dividends of Newmont Gold as contemplated by the 1994
Transaction. Nevertheless, such issuances of shares of Newmont Gold Common
Stock to Newmont Mining, as well as such issuances of shares of Newmont Gold
Common Stock upon exercise of options and in respect of awards granted under
Employee Plans, will result in a decrease in the interest in Newmont Gold of
Newmont Gold stockholders (other than Newmont Mining).

CONTRACTUAL ARRANGEMENTS WITH NEWMONT MINING

Pursuant to a letter agreement dated December 15, 1993 between Newmont Gold
and Newmont Mining (the "Purchase Agreement") entered into in connection with
the 1994 Transaction, Newmont Mining agreed to transfer all of its assets
other than 85,850,101 shares of Newmont Gold Common Stock to Newmont Gold. In
exchange for such assets, Newmont Gold agreed in the Purchase Agreement to
assume all of the liabilities (contingent or otherwise) of Newmont Mining,
other than Newmont Mining's obligation with respect to Newmont Mining's then
outstanding preferred stock (except accrued and unpaid dividends as of
December 31, 1993) and options to acquire Newmont Mining Common Stock. The
liabilities assumed by Newmont Gold include all liabilities of Newmont Mining
arising after completion of the 1994 Transaction.

Newmont Gold's taxable income is included in the consolidated federal income
tax return of Newmont Mining, filed by Newmont Mining as parent, and certain
other state income tax returns filed by Newmont Mining on a combined,
consolidated or unitary basis. Effective January 1, 1994, Newmont Mining and
Newmont Gold entered into a new tax sharing agreement for the allocation of
federal, state and foreign income taxes.

Under the agreement, Newmont Gold has succeeded to all Newmont Mining
federal, state and foreign income tax attributes existing as of December 31,
1993, and has assumed all Newmont Mining liabilities for federal, state and
foreign income taxes, interest and penalties attributable to tax periods
ending on or before December 31, 1993.

For all tax periods beginning after December 31, 1993 Newmont Gold
determines its federal, state and foreign income tax liability on a separate
return basis, which includes the taxable income, loss, credits and other
relevant tax items attributable to all members of the Newmont consolidated,
combined or unitary group that are owned directly or indirectly by Newmont
Gold.

70
<PAGE>

Consistent therewith, Newmont Gold pays to Newmont Mining the greater of
regular corporate income tax or the corporate alternative minimum tax, as
applicable, computed on a separate return basis, including interest and
penalties. Newmont Gold tenders payment to Newmont Mining no later than the
time Newmont Gold is required to pay income tax to the Internal Revenue
Service or the relevant state or foreign taxing authorities had Newmont Gold
filed on a separate return basis.

Newmont Mining, in turn, pays to Newmont Gold amounts equal to the refunds
Newmont Gold would have been entitled to receive had Newmont Gold filed
separate company returns, including interest and rebate of penalties. Newmont
Mining tenders payment to Newmont Gold no later than the time Newmont Gold is
entitled to receive tax refunds from the Internal Revenue Service or the
relevant state or foreign taxing authorities had Newmont Gold filed on a
separate return basis.

Newmont Gold may deduct net operating losses from federal, state or foreign
taxable income as determined on a separate return basis. Such loss will be
given effect only to the extent that the losses reduced the actual tax
liability of the consolidated, combined or unitary group, or resulted in an
actual refund of tax to the group. Newmont Mining's obligation will not extend
to any interest on such taxes.

In the event that Newmont Gold fails to satisfy its obligations regarding
payment of federal, state or foreign income taxes, interest and penalties
under the agreement, Newmont Mining can seek payment of such obligations from
any member of the Newmont consolidated or combined group that is owned
directly or indirectly by Newmont Gold.

SANTA FE

Santa Fe is engaged in the mining and processing of gold ores and the
exploration and development of gold properties. It is one of the largest gold
mining enterprises in North America, as measured by reserves and gold
production, with a total of 18.1 million ounces of proven and probable gold
reserves as of December 31, 1996, and total 1996 gold production of 852,000
ounces. Santa Fe's Twin Creeks Mine, which Santa Fe estimates to be the third
largest primary gold mine in North America, and its Lone Tree Complex are
located in northern Nevada; its Mesquite Mine is located in southern
California. Santa Fe also explores and evaluates precious metals properties
and prospects in North America, South America, Central Asia, West Africa and
the Southwestern Pacific region.

Santa Fe was incorporated in Delaware in 1983 and, until 1994, was a wholly
owned subsidiary of SFP or its predecessor corporations. On June 23, 1994,
Santa Fe completed an initial public offering of 14.6% of the outstanding
Santa Fe Common Stock and on September 30, 1994, SFP distributed its remaining
Santa Fe Common Stock to the SFP stockholders.

Prior to 1984, Santa Fe's revenue and income were primarily derived from
rents and royalties from leasing its mineral rights holdings in New Mexico and
Arizona. In late 1984, Santa Fe began active mining operations when it opened
the Lee Ranch Mine in northwestern New Mexico and began the surface mining and
sale of coal. In 1987, Santa Fe acquired its first aggregates quarries from an
SFP affiliate. By 1992, Santa Fe operated six aggregates quarries in five
states in the West and Southwest.

In 1987 and 1989, Santa Fe announced the discoveries of gold that led to the
development and construction of the Rabbit Creek Mine and the Lone Tree Mine,
respectively. Gold production commenced at the Rabbit Creek Mine in August
1990, and at the Lone Tree Mine in August 1991.

On June 25, 1993, Santa Fe completed an asset exchange with Hanson Natural
Resources Company ("HNRC"), an affiliate of Hanson PLC. In this exchange,
HNRC's gold assets, which included the Chimney Creek Mine in Nevada, the
Mesquite Mine in California, two advanced exploration projects in Nevada and
Montana and other gold prospects in North America and Chile, were exchanged
for essentially all of Santa Fe's coal and aggregates assets. Santa Fe
thereafter consolidated the operations of the Rabbit Creek Mine with those of
the Chimney Creek Mine, forming the Twin Creeks Mine.

71
<PAGE>

In late 1994, Santa Fe commenced an expansion project at the Twin Creeks
Mine for processing of refractory sulfide ores. The project includes the
addition of the Sage Mill which will contain two 4,000 tons-per-day autoclaves
and other processing facilities. The first autoclave is expected to be
commissioned in the second quarter of 1997 and the second in late 1997. The
carbon-in-leach circuit of the Sage Mill commenced operation in September 1996
and oxide-ore processing commenced in November 1996. Commissioning of the
sulfide ore processing circuit of the Sage Mill began following approval of
the Plan of Operations by the Bureau of Land Management in January 1997.

During 1995, Santa Fe began engineering and design work on a flotation mill
for the processing of lower-grade refractory ores at the Lone Tree Mine.
Construction of the flotation mill began during the first half of 1996, and
production is expected to begin by the second quarter of 1997. Current plans
include processing a portion of the flotation concentrates through the
existing Lone Tree Mine autoclave, and the remainder through the Twin Creeks
Mine autoclave.

In May 1995, Santa Fe commenced development of the Trenton Canyon Mine, a
conventional run-of-mine heap-leach operation within the Lone Tree Complex.
Loading of ore onto heap-leach pads commenced in October 1996 with first gold
production in December 1996.

In September 1996, Santa Fe formed a 50/50 limited liability company with
Hecla Mining Company for the development of the Rosebud Mine, an underground,
high-grade oxide gold deposit located 50 miles west of Winnemucca, Nevada.
Construction of the surface facilities and infrastructure began in August 1996
and production is expected to commence in mid-1997, subject to securing
required permits.

In October 1996, Santa Fe commenced mining operations at the Mule Canyon
Mine (also part of the Lone Tree Complex) upon receipt of approval of the Plan
of Operations by the Bureau of Land Management. In early November 1996, Santa
Fe commenced shipments of Mule Canyon high-grade ore to the Lone Tree Mine for
processing in its mill and pressure oxidation facility. On November 22, 1996,
the first Mule Canyon gold was included in gold dore poured at the Lone Tree
Mine. The majority of Mule Canyon ore is expected to be processed at the Twin
Creeks Mine when the sulfide ore processing circuit of the Sage Mill is
commissioned.

In conjunction with its foreign exploration program, Santa Fe has acquired
control, in its own name or through joint venture agreements, of approximately
12,500,000 acres of mineral rights in nine countries outside the U.S. Three
significant foreign exploration projects include the Gurupi Project in Brazil,
the Sharaltyn Project in Kazakstan and the Solton Sary Joint Venture in the
Kyrgyz Republic. Santa Fe has conducted exploration activities during 1995 and
1996 on the Gurupi project in Brazil, held in a 50/50 joint venture with TVX
Gold, Inc. In April 1995, Santa Fe was issued an exploration and mining
license for the Sharaltyn Project in Kazakstan, initially held in a joint
venture with two state-owned entities and in which Santa Fe had a 50%
interest. In February 1997, Santa Fe entered into an agreement to acquire the
remaining 50% interest in the joint venture for $3.05 million. In February
1996, Santa Fe entered into a joint venture agreement with a Krygyz Republic
state-owned mining company for the exploration and potential development of
the Solton Sary project. At all three locations exploration results for 1996
were encouraging and further drilling is planned for 1997.

COMPARATIVE STOCK PRICES

As of January 6, 1997, the last trading day preceding the public
announcement of the Contribution Transaction, as reported on the NYSE
Composite Tape, the high and low sales price of (i) Newmont Gold Common Stock
was $41.38 per share and $40.00 per share, respectively; (ii) Newmont Mining
Common Stock was $43.25 per share and $41.25 per share, respectively; and
(iii) Santa Fe Common Stock was $14.75 per share and $14.25 per share,
respectively.

72
<PAGE>

NEWMONT GOLD AND SANTA FE

PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information combines
the historical consolidated statements of income and balance sheets of Newmont
Gold and Santa Fe, including their respective subsidiaries, after giving
effect to the Merger and the Contribution Transaction. The Contribution
Transaction consists of Newmont Mining contributing to Newmont Gold the
acquired shares of common stock of the Surviving Corporation in exchange for
an amount of shares of Newmont Gold Common Stock equal to the number of shares
of Newmont Mining Common Stock issued pursuant to the Merger. In addition, the
1996 pro forma income statement and balance sheet reflect Newmont Gold
adjusted for the Minera Yanacocha Acquisition. This transaction increased
Newmont Gold's interest in Minera Yanacocha from 38% to 51.35% effective
February 1997 for reporting purposes, and will result in the consolidation of
Minera Yanacocha with Newmont Gold's financial results. The unaudited pro
forma combined statements of income for each of the years in the three-year
period ended December 31, 1996 give effect to the Merger and the Contribution
Transaction as if they had occurred at the beginning of each period. The pro
forma combined balance sheet gives effect to the Merger and Contribution
Transaction as if they had occurred on December 31, 1996. These statements are
prepared on the pooling of interests basis of accounting for the Merger and as
an exchange between entities under common control for the Contribution
Transaction. The unaudited pro forma combined statement of income for the year
ended December 31, 1996 also assumes that the Minera Yanacocha Acquisition
occurred on January 1, 1996 and the pro forma unaudited balance sheet assumes
that such acquisition occurred on December 31, 1996. The statements are based
on the assumptions set forth in the notes thereto. Newmont Gold management
believes that it is remote that any variation from the assumptions used would
have a material effect on the pro forma financial statements.

The information shown below should be read in conjunction with the
consolidated historical financial statements of Newmont Gold and Santa Fe,
including the respective notes thereto, which are incorporated by reference in
this Proxy Statement and the unaudited pro forma combined per share financial
information which appears elsewhere in this Proxy Statement. See
"Incorporation of Certain Information by Reference." The pro forma financial
statements are presented for comparative purposes only and are not necessarily
indicative of the combined financial position or results of operations which
would have been realized had the Merger, the Contribution Transaction or the
Minera Yanacocha Acquisition been consummated as of the dates assumed for the
preparation of the pro forma financial statements. The pro forma financial
statements also are not necessarily indicative of the combined financial
position or results of operations in the future. Upon consummation of the
Merger and the Contribution Transaction, the actual financial position and
results of operations of Newmont Gold will differ, perhaps significantly, from
the pro forma amounts reflected herein due to a variety of factors, including
changes in operating results between the dates of the pro forma financial
information and the dates on which the Merger and the Contribution Transaction
are consummated and thereafter, as well as the factors discussed under "Risk
Factors."

73
<PAGE>

NEWMONT GOLD AND SANTA FE

PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
ADJUSTMENT
TO PRO FORMA
NEWMONT CONSOLIDATE NEWMONT
GOLD-- MINERA GOLD-- SANTA FE-- PRO FORMA PRO FORMA
ACTUAL YANACOCHA(A) ADJUSTED ACTUAL ADJUSTMENTS COMBINED
-------- ------------ ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales and other income
Sales.................. $768,455 $313,870 $1,082,325 $337,211 $1,419,536
Dividends, interest and
other................. 26,471 2,336 28,807 7,621 $ (4,632)(B) 31,796
-------- -------- ---------- -------- -------- ---------- ---
794,926 316,206 1,111,132 344,832 (4,632) 1,451,332
-------- -------- ---------- -------- -------- ----------
Costs and expenses
Costs applicable to
sales................. 476,090 85,410 561,500 180,847 (4,632)(B) 737,715
Depreciation, depletion
and amortization...... 124,841 36,884 161,725 64,834 11,824 (C)
1,494 (D) 239,877
Exploration and re-
search................ 58,709 17,482 76,191 32,907 109,098
General and administra-
tive.................. 48,093 1,007 49,100 16,420 (1,494)(D) 64,026
Interest, net.......... 43,987 5,447 49,434 14,632 64,066
Other.................. 13,855 -- 13,855 5,367 19,222
-------- -------- ---------- -------- -------- ----------
765,575 146,230 911,805 315,007 7,192 1,234,004
Income before equity
income and income
taxes.................. 29,351 169,976 199,327 29,825 (11,824) 217,328
Equity in income of
affiliated companies... 45,221 (50,170) (4,949) -- (4,949)
-------- -------- ---------- -------- -------- ----------
Pre-tax income.......... 74,572 119,806 194,378 29,825 (11,824) 212,379
Income tax (provision)
benefit................ 19,400 (55,383) (35,983) (8,757) 4,138 (E) (40,602)
Minority interest in in-
come of
Minera Yanacocha....... -- (60,663) (60,663) -- -- (60,663)
-------- -------- ---------- -------- -------- ----------
Net income.............. $ 93,972 $ 3,760 $ 97,732 $ 21,068 $ (7,686) $ 111,114
======== ======== ========== ======== ======== ==========
Net income per common
share.................. $ 0.86 $ 0.89 $ 0.16 $ 0.67
======== ========== ======== ==========
Weighted average number
of shares of common
stock and common stock
equivalents outstand-
ing.................... 109,766 109,766 131,464 (74,934) 166,296
</TABLE>
- --------
(A) Reflects Minera Yanacocha's income statement for 1996 with the following
adjustments:
(1) Depreciation, depletion and amortization has been increased by $12,289
for the amortization of the excess of the purchase price over the net
book value of the additional 13.35% interest.
(2) Costs applicable to sales have been reduced by $3,796 to eliminate
intercompany royalties and management fees.
(3) General and administrative has been increased by $1,007 to reflect the
elimination of intercompany management fees.
(4) The adjustment to equity in income of affiliated companies reflects the
elimination of Newmont Gold's equity income in Minera Yanacocha due to
it being consolidated.
(5) The income tax provision has been increased by $599 to reflect
additional tax impacts to Newmont Gold's interest in Minera Yanacocha.
(6) The adjustment to minority interest reflects Minera Yanacocha's income
attributable to the 48.65% minority interest.
(B) To eliminate royalties paid by Newmont Gold to Santa Fe.
(C) To expense depreciation, depletion and amortization included in deferred
mining costs and inventory for the period by Santa Fe to conform to
Newmont Gold's accounting policy.
(D) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(E) Income tax benefit from incremental change in pre-tax income related to
adjustment (C) at a U.S. Federal statutory rate of 35%.

74
<PAGE>

NEWMONT GOLD AND SANTA FE

PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NEWMONT GOLD SANTA FE ADJUSTMENTS COMBINED
------------ -------- ----------- ----------
<S> <C> <C> <C> <C>
Sales and other income
Sales...................... $636,219 $345,421 $ 981,640
Dividends, interest and
other..................... 42,157 8,212 (3,975)(A) 46,394
Gain on disposition of
investment................ 113,188 -- 113,188
-------- -------- ------- ----------
791,564 353,633 (3,975) 1,141,222
-------- -------- ------- ----------
Costs and expenses
Costs applicable to sales.. 370,617 166,989 (3,975)(A) 533,631
Depreciation, depletion and
amortization.............. 106,835 67,451 12,456 (B)
1,010 (C) 187,752
Exploration and research... 57,291 35,229 92,520
General and
administrative............ 43,219 16,636 (1,010)(C) 58,845
Interest, net.............. 36,415 10,684 47,099
Write-off of properties.... 52,537 -- 52,537
Other...................... 11,681 -- 11,681
-------- -------- ------- ----------
678,595 296,989 8,481 984,065
Income before equity income
and
income taxes................ 112,969 56,644 (12,456) 157,157
Equity in income of
affiliated
companies................... 28,895 -- 28,895
-------- -------- ------- ----------
Pre-tax income............... 141,864 56,644 (12,456) 186,052
Income tax provision......... (16,992) (16,832) 4,360 (D) (29,464)
-------- -------- ------- ----------
Net income................... 124,872 39,812 (8,096) 156,588
Preferred stock dividends.... (11,157) -- (11,157)
-------- -------- ------- ----------
Net income applicable to
common shares............... $113,715 $ 39,812 $(8,096) $ 145,431
======== ======== ======= ==========
Net income per common share.. $ 1.17 $ 0.30 $ 0.95
======== ======== ==========
Weighted average number of
shares of common stock and
common stock equivalents
outstanding................. 97,375 131,403 (74,900) 153,878
</TABLE>
- --------
(A) To eliminate royalties paid by Newmont Gold to Santa Fe.
(B) To expense depreciation, depletion and amortization included in deferred
mining costs and inventory for the period by Santa Fe to conform to
Newmont Gold's accounting policy.
(C) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(D) Income tax benefit from incremental change in pre-tax income related to
adjustment (B) at U.S. Federal statutory rate of 35%.

75
<PAGE>

NEWMONT GOLD AND SANTA FE

PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NEWMONT GOLD SANTA FE ADJUSTMENTS COMBINED
------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Sales and other income
Sales......................... $597,370 $370,175 $967,545
Dividends, interest and oth-
er........................... 22,316 7,409 $(4,539)(A) 25,186
-------- -------- ------- --------
619,686 377,584 (4,539) 992,731
-------- -------- ------- --------
Costs and expenses
Costs applicable to sales..... 326,385 169,655 (4,539)(A) 491,501
Depreciation, depletion and
amortization................. 91,115 75,726 7,465 (B)
816 (C) 175,122
Exploration and research...... 69,151 32,377 101,528
General and administrative.... 38,518 14,365 (816)(C) 52,067
Interest, net................. 9,823 8,765 18,588
Other......................... 46,029 -- 46,029
-------- -------- ------- --------
581,021 300,888 2,926 884,835
Income before equity income and
income taxes................... 38,665 76,696 (7,465) 107,896
Equity in income of affiliated
companies...................... 15,395 -- 15,395
-------- -------- ------- --------
Pre-tax income.................. 54,060 76,696 (7,465) 123,291
Income tax benefit (provision).. 29,334 (19,995) 2,613 (D) 11,952
-------- -------- ------- --------
Net income...................... 83,394 56,701 (4,852) 135,243
Preferred stock dividends....... (15,813) -- (15,813)
-------- -------- ------- --------
Net income applicable to common
shares......................... $ 67,581 $ 56,701 $(4,852) $119,430
======== ======== ======= ========
Net income per common share..... $ 0.70 $ 0.46 $ 0.80
======== ======== ========
Weighted average number of
shares of common stock and
common stock equivalents
outstanding.................... 96,472 122,668 (69,921) 149,219
</TABLE>
- --------
(A) To eliminate royalties paid by Newmont Gold to Santa Fe.
(B) To expense depreciation, depletion and amortization included in deferred
mining costs and inventory for the period by Santa Fe to conform to
Newmont Gold's accounting policy.
(C) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(D) Income tax benefit from incremental change in pre-tax income related to
adjustment (B) at U.S. Federal statutory rate of 35%.

76
<PAGE>

NEWMONT GOLD AND SANTA FE

PRO FORMA CONDENSED COMBINED BALANCE SHEET--UNAUDITED
DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
ADJUSTMENTS
TO PRO FORMA
NEWMONT CONSOLIDATE NEWMONT
GOLD -- MINERA GOLD -- SANTA FE-- PRO FORMA PRO FORMA
ACTUAL YANACOCHA(A) ADJUSTED ACTUAL ADJUSTMENTS COMBINED
---------- ------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash and cash
equivalents........... $ 185,681 $ 40,705 $ 226,386 $ 41,372 $ (102,688)(B) $ 165,070
Inventories............ 188,345 15,661 204,006 46,867 54,079 (C)
(5,614)(D) 299,338
Current portion of
deferred mining
costs................. -- -- -- 126,999 (126,999)(E) --
Other.................. 81,856 28,848 110,704 4,364 (10,000)(F) 105,068
---------- -------- ---------- ---------- ------------ ----------
Current assets......... 455,882 85,214 541,096 219,602 (191,222) 569,476
Property, plant and
mine development,
net................... 1,301,952 145,231 1,447,183 1,060,956 126,999 (E)
(47,405)(D)
(54,079)(C) 2,533,654
Other long-term as-
sets.................. 323,240 (42,071) 281,169 19,471 (53,441)(F) 247,199
---------- -------- ---------- ---------- ------------ ----------
Total assets........... $2,081,074 $188,374 $2,269,448 $1,300,029 $ (219,148) $3,350,329
========== ======== ========== ========== ============ ==========
Liabilities
Short-term debt and
current portion of
long-term debt........ $ 65,231 $ 14,256 $ 79,487 -- $ 79,487
Other current
liabilities........... 158,863 81,715 240,578 88,914 (10,000)(F) 319,492
---------- -------- ---------- ---------- ------------ ----------
Current liabilities.... 224,094 95,971 320,065 88,914 (10,000) 398,979
Long-term debt......... 585,009 24,244 609,253 454,866 1,064,119
Other long-term
liabilities........... 139,916 15,520 155,436 186,211 (53,441)(F)
(18,557)(D) 269,649
---------- -------- ---------- ---------- ------------ ----------
Total liabilities...... 949,019 135,735 1,084,754 729,991 (81,998) 1,732,747
---------- -------- ---------- ---------- ------------ ----------
Minority interest in
Minera Yanacocha....... -- 52,639 52,639 -- -- 52,639
---------- -------- ---------- ---------- ------------ ----------
Stockholders' Equity
Common stock........... 1,102 1,102 1,315 (752)(G) 1,665
Capital in excess of
par value............. 425,704 425,704 327,181 752 (G) 753,637
Retained earnings...... 707,517 707,517 241,542 (34,462)(D)
(102,688)(B) 811,909
Treasury Stock......... (2,268) (2,268) (2,268)
---------- -------- ---------- ---------- ------------ ----------
Total stockholders'
equity................ 1,132,055 -- 1,132,055 570,038 (137,150) 1,564,943
---------- -------- ---------- ---------- ------------ ----------
Total liabilities and
stockholders' equity.. $2,081,074 $188,374 $2,269,448 $1,300,029 $ (219,148) $3,350,329
========== ======== ========== ========== ============ ==========
</TABLE>
- --------
(A) Reflects Minera Yanacocha's balance sheet as of December 31, 1996 with the
following adjustments:
(1) Property, plant and mine development, net, has been increased by $38,923
for the excess of the purchase price over the net book value of the
13.35% interest acquired by Newmont Gold.
(2) Other long-term assets have been reduced by $41,115 to eliminate Newmont
Gold's equity investment in Minera Yanacocha due to the consolidation of
Minera Yanacocha and by $2,843 for deferred costs related to the
acquisition.
(3) Other current liabilities have been increased by $50,525 for the net
acquisition costs payable.
(4) Minority interest reflects the 48.65% minority interest in Minera
Yanacocha.
(B) Estimated combined merger related expenses net of estimated tax benefits.
(C) To reclassify Santa Fe's inventory balance included in deferred mining
costs.
(D) To write off depreciation, depletion and amortization included in
inventory and deferred mining cost balances by Santa Fe to conform to
Newmont Gold's accounting policy, and to reflect related deferred income
tax benefit at a U.S. Federal statutory rate of 35%.
(E) To reclassify deferred mining costs to property, plant and equipment.
(F) Reclassification of current deferred tax asset to current portion of
deferred income tax liability and long-term deferred tax asset to long-
term deferred income tax liability to net pro forma deferred tax assets
and liabilities.
(G) To reflect pro forma shares outstanding.

77
<PAGE>

NEWMONT GOLD AND SANTA FE

NOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME
AND CONDENSED COMBINED BALANCE SHEET

1. The financial information of Newmont Gold and Santa Fe is presented using
similar accounting policies. However, Santa Fe includes certain depreciation,
depletion and amortization charges in mining and processing costs while
Newmont Gold does not. To the extent that these costs have been capitalized as
deferred mining costs or as inventory, pro forma adjustments have been made to
charge the depreciation, depletion and amortization component against current
period earnings consistent with Newmont Gold's accounting policy. Adjustments
have also been made for the tax impact resulting from these items assuming a
35% U.S. Federal statutory rate.

2. Santa Fe does not account for certain in-process inventories on the same
basis as Newmont Gold. Santa Fe includes costs in deferred mining costs which
Newmont Gold categorizes as inventory. A pro forma adjustment has been made to
reflect the estimated amount of Santa Fe deferred mining costs that would be
reflected as inventory costs by Newmont Gold.

3. Newmont Mining and Santa Fe expect to incur Merger related expenses of
approximately $125 million. Such expenses will primarily consist of investment
advisory and professional fees, employee benefit and severance costs and the
$65 million termination fee that was paid to Homestake. To the extent such
expenses are incurred by Newmont Mining, they will be paid by Newmont Gold as
contemplated by the Contribution Agreement. All of the Merger related expenses
will be charged to income in the period the Merger is consummated. Provision
has been made in the pro forma balance sheet for these expenses net of
estimated income tax benefits, but no such provision has been made in the pro
forma income statements. The amount of such expenses and related tax benefits
is a preliminary estimate only and is subject to change.

4. The pro forma issuance of additional shares of Newmont Gold Common Stock
represents the same amount of shares of Newmont Mining Common Stock issued in
conjunction with the Merger which represents 0.43 of a share of Newmont Mining
Common Stock for each outstanding share of Santa Fe Common Stock.

5. Certain amounts have been reclassified to conform to the pro forma
presentation.

6. Comments relating to certain significant, non-recurring items included in
Newmont Gold's and Santa Fe's statements of income follow:

a. Dividends, interest and other income for the years ended December 31,
1996, 1995 and 1994 include $3.1 million, $28.3 million and $9.2 million,
respectively, for business interruption insurance received for problems
associated with the refractory ore treatment plant at Newmont Gold's Carlin
operation.

b. Gain on disposition of investment for the year ended December 31, 1995
reflects a gain of $113.2 million on the sale of Newmont Gold's 10.7%
interest in Southern Peru Copper Corporation which netted proceeds of
$116.4 million.

c. The year ended December 31, 1995 includes a charge of $18.8 million
for the write-off of the Ivanhoe exploration property in Nevada resulting
from evaluation and determination that the property did not meet Newmont
Gold's criteria for development.

d. The year ended December 31, 1995 includes a charge of $33.8 million
for the write-off of the Grassy Mountain exploration property in Oregon
resulting from evaluation and determination that the property did not meet
Newmont Gold's criteria for development.

78
<PAGE>

e. Other expense for the year ended December 31, 1994 includes a
provision of $36.1 million for matters concerning environmental obligations
associated with former mining activities related to Newmont Gold
subsidiaries. Of the amount, $20.0 million represents a valuation allowance
on accounts receivable from insurance companies for such matters. The
balance represents a charge as a result of Newmont Gold revising its
estimates of costs associated with these matters.

f. The income tax benefit (provision) for the year ended December 31,
1996 includes a $6.0 million benefit for the resolution of certain tax
issues associated with prior years. The income tax (benefit) provision for
the year ended December 31, 1995 includes a $41.2 million provision related
to the sale of the investment discussed above partially offset by a benefit
of $20.0 million related to the charges and write-offs of exploration
properties discussed above. The income tax benefit (provision) for 1994
includes a benefit of $12.6 million related to the charge discussed in (e)
above and a benefit of $16.2 million resulting from the resolution of
certain tax issues associated with prior years.

g. Included in other expense for the year ended December 31, 1996 is a
$5.4 million charge by Santa Fe for Santa Fe's merger and restructuring
charges related to the Homestake Merger Agreement.

79
<PAGE>

PRO FORMA NET PROVEN AND PROBABLE RESERVES

The following table sets forth the proven and probable reserves of Newmont
Gold and Santa Fe on a combined basis as of December 31, 1996. The information
included in this table was derived from the proven and probable reserve
information contained in the 1996 Newmont Gold 10-K and the 1996 Santa Fe 10-K
which are incorporated herein by reference. See "Incorporation of Certain
Information by Reference." All reserves are to be accessed by open-pit mining
unless otherwise noted. Ounces are prior to any losses during metallurgical
treatment.

PRO FORMA NET PROVEN AND PROBABLE RESERVES (1)

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-------------------------------------------
DRY SHORT GRADE CONTAINED EQUITY
PERCENT TONS (OUNCE OUNCES OUNCES
EQUITY (000S) PER TON) (000S) (000S)
GOLD RESERVES ------- --------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
NEWMONT GOLD
Carlin, Nevada
Open-Pit
GoldIQuarry/MAC/Tusc......... 100 174,790 0.046 8,031 8,031
Carlin/Pete/Lantern.......... 100 13,653 0.046 633 633
Genesis/North Star........... 100 22,711 0.034 777 777
Post/Goldbug................. 100 25,626 0.190 4,875 4,875
Capstone/Bootstrap/Tara...... 100 20,179 0.046 938 938
Rain/Emigrant Springs........ 100 15,628 0.023 366 366
--------- ------ ------
Total Open-Pit.................. 272,587 0.057 15,620 15,620
--------- ------ ------
Underground
Carlin....................... 100 1,480 0.400 593 593
Deep Star.................... 100 1,394 0.876 1,221 1,221
Rain......................... 100 331 0.226 75 75
West Leeville JV............. 60 7,050 0.425 2,993 1,796
West Leeville................ 100 514 0.311 160 160
--------- ------ ------
Total Underground............... 10,769 0.468 5,042 3,845
Stockpiles and in process.... 100 53,767 0.050 2,673 2,673
--------- ------ ------
Total Carlin (2)(3)............. 337,123 0.069 23,335 22,138
========= ====== ======
Minera Yanacocha, Peru
Carachugo...................... 51 43,686 0.029 1,268 651
Maqui Maqui.................... 51 32,164 0.047 1,519 780
San Jose....................... 51 50,527 0.029 1,453 746
Yanacocha Norte................ 51 43,887 0.030 1,333 685
Encajon........................ 51 27,777 0.019 533 274
Stockpiles and in process...... 51 66 0.047 3 2
--------- ------ ------
Total Yanacocha (4)............. 198,107 0.031 6,109 3,138
========= ====== ======
Zarafshan-Newmont, Uzbekistan
Stockpiles..................... 50 226,299 0.035 7,923 3,961
In process..................... 50 5,370 0.054 288 144
--------- ------ ------
Total Zarafshan-Newmont (5) 231,669 0.035 8,211 4,105
========= ====== ======
Minahasa, Indonesia
Mesel/Leons/Nibong............. 80 6,103 0.264 1,611 1,289
Other.......................... 80 858 0.164 141 112
Stockpiles..................... 80 778 0.207 161 129
--------- ------ ------
Total Minahasa (6).............. 7,739 0.247 1,913 1,530
========= ====== ======
La Herradura, Mexico (7)........ 44 54,408 0.031 1,683 740
========= ====== ======
Batu Hijau, Indonesia (8)....... 45 1,006,593 0.012 12,096 5,443
========= ====== ======
Total Gold Reserves............. 53,347 37,094
====== ======
</TABLE>

80
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------------------------------
DRY SHORT GRADE CONTAINED EQUITY
PERCENT TONS (OUNCE OUNCES OUNCES
EQUITY (000S) PER TON) (000S) (000S)
GOLD RESERVES ------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
SANTA FE
Nevada
Twin Creeks (9)......... 100 150,649 0.073 11,044 11,044
Lone Tree (10).......... 100 52,193 0.082 4,267 4,267
Trenton Canyon (11)..... 100 26,149 0.028 742 742
Mule Canyon (12)........ 100 8,918 0.111 988 988
Rosebud Mine............ 50 1,276 0.392 500 250
--------- ------ ------
Total Nevada............. 239,185 0.073 17,541 17,291
========= ====== ======
Mesquite, Imperial
County, California(13).. 100 46,050 0.018 832 832
========= ====== ======
Total (14)............... 18,373 18,123
====== ======
TOTAL PRO FORMA GOLD
RESERVES................ 71,720 55,217
====== ======
<CAPTION>
PERCENT CONTAINED EQUITY
OF POUNDS POUNDS
CONTAINED (BILLIONS OF (BILLIONS OF
COPPER POUNDS) POUNDS)
--------- ------------ ------------
<S> <C> <C> <C> <C> <C>
COPPER RESERVES:
NEWMONT GOLD
Batu Hijau,
Indonesia(8)............ 45 1,006,593 0.528 10,631 4,784
========= ===== ====== ======
</TABLE>
- --------
(/1/)See "Glossary of Certain Mining Terms" for the definitions of certain
mining terms used herein.

(/2/)Calculated using cut-off grades as follows: oxide leach material not less
than 0.006 ounce per ton; refractory leach material (for the Gold Quarry
deposit only) not less than 0.03 ounce per ton; refractory mill material
not less than 0.07 ounce per ton; oxide mill material varies. Ore reserves
were calculated using different recoveries depending on each deposit's
metallurgical properties and process. The average oxide mill recoveries
utilized were as follows: Mill No. 3-85%; Mill No. 4-79%; Mill No. 5-78%.
The average refractory mill recoveries utilized were Mill No. 6-88%. The
average leach recoveries utilized for oxide material were as follows:
North Area Leach Facility-57%; South Area Leach Facility-61%; Rain Area
Leach Facility-55%. The following average leach recovery was utilized for
refractory bioleach material in Gold Quarry, MAC and Tusc deposits: 55%.

The term "cut-off grade" means the lowest grade of mineralized rock that can
be included in the reserve in a given deposit. Cut-off grades vary between
deposits depending upon prevailing economic conditions, mineability of the
deposit, amenability of the ore to gold extraction, and milling or leaching
facilities available.

(/3/)These reserves are approximately 73% refractory in nature which are not
amenable to the normal cyanidation recovery processes currently used for
oxide material. Such ore must be oxidized before it is subjected to the
normal recovery processes.

(/4/)Calculated using a cut-off grade not less than 0.010 ounce per ton.
Assumed leach recovery is 60% to 83%, depending on each deposit's
metallurgical properties. All ore is oxidized. Equity ownership
considered to be 51.35% as a result of a ruling by the Superior Court of
Lima, Peru in February 1997. See "The Companies--Newmont Gold."

(/5/)Material available to Zarafshan-Newmont for processing from designated
stockpiles or from other specified sources. All ore is oxidized. Tonnage
and gold content of material available to Zarafshan-Newmont for
processing from such designated stockpiles or from other specified
sources are guaranteed by state entities of Uzbekistan. Material is
crushed and leached. Ore reserves calculated using 50% to 65% leach
recoveries, depending on material type.

(/6/)Calculated using a cut-off grade of 0.058 ounce per ton and mill
recoveries of 80% to 89% depending on material type. Substantially all
ore is refractory and will be treated by roasting.

(/7/)Based on a feasibility study completed in 1996, using a cut-off grade of
0.01 ounce per ton and a leach recovery of 72%. All ore is oxidized.
Construction is scheduled to begin in 1997.

(/8/)Based on a feasibility study completed in 1996. Construction is awaiting
permits from the Indonesian government. Production will be in the form of
copper concentrate. Recoveries estimated at 93% for copper and 82% for
gold. The cut-off grade varies depending on the gold and copper content.

(/9/)Approximately 86% of the contained ounces is estimated to be recoverable.
Approximately 67% of the reserves is refractory.

81
<PAGE>

(/10/) Approximately 81% of the contained ounces is estimated to be
recoverable. Approximately 86% of the reserves is refractory.

(/11/) Approximately 74% of the contained ounces is estimated to be
recoverable. Deposit is predominantly oxide ores.

(/12/) Approximately 83% of the contained ounces is estimated to be
recoverable. Approximately 79% of the reserves is refractory.

(/13/) Approximately 62% of the contained ounces is estimated to be
recoverable. Approximately 83% of the reserves is oxide.

(/14/) Approximately 84% of the contained ounces is estimated to be
recoverable.

PRO FORMA PRODUCTION, PRICE AND COST DATA

The following table sets forth certain pro forma production, price and cost
data for Newmont Gold and Santa Fe, including their respective subsidiaries,
on a combined basis after giving effect to the Merger and the Contribution
Transaction. The data give effect to the Merger and the Contribution
Transaction as if they had occurred on January 1 of each year. Pro forma
information for 1996 is also adjusted for the Minera Yanacocha Acquisition,
which was assumed to have occurred on January 1, 1996. These data were derived
from information contained in the 1996 Newmont Gold 10-K and the 1996 Santa Fe
10-K which are incorporated herein by reference. See "Incorporation of Certain
Information by Reference."

<TABLE>
<CAPTION>
NEWMONT
GOLD SANTA FE PRO FORMA
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
------------- ------------- -------------
1995 1996 1995 1996 1995 1996
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Equity production (in thousands of
ounces)............................ 1,863 2,284 846 852 2,709 3,244
Average realized price per equity
ounce.............................. $ 385 $ 390 $ 406 $ 411 $ 392 $ 395
Total cash cost per equity ounce.... $ 210 $ 220 $ 194 $ 215 $ 206 $ 214
Total production cost per equity
ounce (1).......................... $ 270 $ 279 $ 276 $ 297 $ 272 $ 279
</TABLE>
- --------
(/1/)Reflects total costs applicable to sales and depreciation, depletion and
amortization divided by total equity production.

82
<PAGE>

EXPERTS

The consolidated financial statements incorporated in this Proxy Statement
by reference to the 1996 Newmont Gold 10-K and Newmont Mining's Annual Report
on Form 10-K for the year ended December 31, 1996 (the "1996 Newmont Mining
10-K") have been so incorporated in reliance on the report of Arthur Andersen,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. Arthur Andersen has acted as principal auditors for
Newmont Gold and Newmont Mining since 1967. The Newmont Gold Board has
selected Arthur Andersen to continue in that capacity for the current year. In
addition to audit services, Arthur Andersen has regularly provided tax
consulting and business advisory services to Newmont Mining.

The consolidated financial statements incorporated in this Proxy Statement
by reference to the 1996 Santa Fe 10-K have been so incorporated in reliance
on the report of Price Waterhouse, independent accountants, given on the
authority of that firm as experts in auditing and accounting.

Representatives of Arthur Andersen are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

OTHER MATTERS

The Newmont Gold Board does not intend to bring other matters before the
Annual Meeting except items incident to the conduct of the meeting. However,
on all matters properly brought before the meeting by the Newmont Gold Board
or by others, the persons named as proxies in (the accompanying proxy), or
their substitutes, will vote in accordance with their best judgment.

83
<PAGE>

GLOSSARY OF CERTAIN MINING TERMS

Set forth below is a glossary of certain mining and related terms used in
this Proxy Statement.

AUTOCLAVE: A multi-compartment, mechanically-agitated pressure vessel used
to oxidize the sulfide minerals contained in gold ores. Gold ore slurry is
introduced into the autoclave under high pressure and temperature and
chemically reacts with oxygen being sparged into the vessel, thus oxidizing
the sulfide to sulfate and preparing the contained gold to be leached with
cyanide in subsequent steps. Autoclaves for gold processing typically operate
at pressures ranging from 230 to 450 pounds per square inch, and at
temperatures ranging from 180(degrees) to 250(degrees)C.

BIOLEACH TECHNOLOGY: A process whereby the sulfide minerals in an ore heap
are oxidized by percolation of an oxygen-bearing solution to liberate the
occluded gold particles, which are then recovered in a heap leaching step. The
oxidation is promoted by a bacterial action.

BIO-OXIDATION: Bacterially-promoted oxidation of sulfide minerals in an ore.
This can be carried out by solution percolation in a heap of run-of-mine or
crushed ore, or, in the case of finely-ground ore, in air-sparged stirred
tanks where the ore is mixed with water to form a slurry. The gold liberated
by bio-oxidation is recovered in further leaching stages.

CARBON-IN-LEACH: A process by which gold in a milled ore is leached into
solution by cyanide and oxygen, and the solubilized gold is simultaneously
recovered from the solution by adsorption on to activated carbon particles.
The gold-bearing carbon particles are recovered by screening from the mixture
of ore and solution. The process is carried out in a series of agitated tanks
in which the ore and solution move downstream from tank to tank, and the
carbon is moved upstream against the flow.

CRUSHING PLANT: A plant in which run-of-mine ore is physically reduced in
size by mechanical crushing in order to improve the liberation of the gold
particles for downstream recovery.

DRY TONS: Ore tons measured on a moisture-free basis so that the mass of any
water in the ore is not counted as part of the weight.

ECONOMICALLY: As used in the definition of reserves, implies that profitable
extraction or production has been established or analytically demonstrated.

EQUITY OUNCES: Ounces attributable to a company based upon its interest in
the subject property.

FLOTATION: A process by which valuable minerals selectively attach to air
bubbles in a chemical solution and are thus concentrated and separated from
the valueless rock or mineral material in the ore.

GOLD ROASTER: A reactor in which air or oxygen-enriched air is blown through
a burning bed of finely ground ore containing sulfides and, with certain ores,
organic carbon. The fuel value of the sulfides and organic carbon help to
sustain the combustion. Destruction of the sulfides and carbon by combustion
liberates the gold particles, thereby removing the refractory components in
the ore which would otherwise reduce gold recovery in subsequent cyanide
extraction.

HEAP LEACHING: The process of stacking run-of-mine or crushed ore in a heap,
and percolating through the ore a solution containing oxygen and a leaching
agent such as cyanide or ammonium thiosulfate. The gold which leaches from the
ore into the solution is recovered from the solution by carbon adsorption or
precipitation. The solution, after topping up the leaching agent, is then
recycled to the heap to effect further leaching.

84
<PAGE>

INTERNAL EXPLORATION: Within a mining area, geologic information is often
incomplete. Internal exploration applies to geologic mapping, infilling,
drilling, etc. that is conducted to expand reserves, upgrade reserves and
determine sterile areas where facilities can be located.

LEGALLY: As used in the definition of reserves, does not imply that all
permits needed for mining and processing have been obtained or that other
legal issues have been completely resolved. However, for a reserve to exist,
there should be a reasonable certainty based on applicable laws and
regulations that issuance of permits or resolution of legal issues can be
accomplished in a timely manner.

LOW GRADE STOCKPILE: During the process of mining, certain mineralized
material is excavated that is sub-economic. If it is very close to being
profitable (low grade), it is stockpiled on the chance it might be processed
at some future time when costs or commodity prices are more favorable.

MINE: An excavation made in the earth for the purpose of extracting
minerals. The excavation may be an open-pit on the surface or underground
workings.

MINING DEPLETION: During the process of excavating reserves, certain
material is mined and processed. The amount of reserves removed is known as
depletion.

OCCLUDED: Gold particles trapped within ore minerals such that they cannot
be leached out and recovered by reagents such as cyanide.

OPEN-PIT MINE: An excavation for removing minerals which is open to the
surface.

OREBODY: An accumulation of minerals or mineralized material that can be
mined at a profit.

OXIDE LEACHING: Heap leaching of ores which are essentially oxide in nature
and therefore nonrefractory.

OXIDE MILLS: Plants in which essentially non-refractory, oxide ore is
crushed, ground and mixed with water to form a slurry, and where the gold is
then leached into solution by cyanide and recovered, usually in a carbon-in-
leach operation.

PROBABLE RESERVES: Reserves for which quantity and grade are computed from
information similar to that used for proven reserves but the sites for
sampling are farther apart or are otherwise less adequately spaced. The degree
of assurance, although lower than that for proven reserves, is high enough to
assume continuity between points of observation.

PROVEN RESERVES: Reserves for which (a) quantity is computed from dimensions
revealed in outcrops, trenches, workings or drill holes, (b) grade and/or
quality are computed from the result of detailed sampling and (c) the sites
for inspection, sampling and measurements are spaced so closely and the
geologic character is sufficiently defined that size, shape, depth and mineral
content of reserves are well established.

REFRACTORY ORE: An ore which requires additional steps in the milling
process to oxidize the ore, usually involving heat and/or pressure, in order
to recover the gold contained in the ore.

RESERVES: That part of a mineral deposit which can be economically and
legally extracted or produced at the time of the reserve determination.

RUN-OF-MINE: The process of blasting ore and placing it directly on the
leaching pad without any crushing activity.

SLURRY: Insoluble material suspended in a liquid by increasing the density
of the liquid.

SPARGE: Spraying or sprinkling a liquid by means of compressed air or gas.

85
<PAGE>

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission by Newmont Gold (File No.
1-9184) are incorporated herein by reference: (i) the 1996 Newmont Gold 10-K;
and (ii) Newmont Gold's Current Reports on Form 8-K dated March 4, 1997 and
March 19, 1997.

The following documents filed with the Commission by Newmont Mining (File
No. 1-1153) are incorporated herein by reference: (i) the 1996 Newmont Mining
10-K; and (ii) Newmont Mining's Current Reports on Form 8-K dated January 30,
1997, February 20, 1997, February 27, 1997, March 3, 1997, March 4, 1997,
March 6, 1997, March 10, 1997 and March 19, 1997.

The following documents filed with the Commission by Santa Fe (File No. 1-
13096) are incorporated herein by reference: (i) the 1996 Santa Fe 10-K; and
(ii) Santa Fe's Current Reports on Form 8-K dated January 13, 1997 and March
10, 1997.

All documents filed by Newmont Gold, Newmont Mining or Santa Fe subsequent
to the date hereof and prior to the date of the Newmont Gold Annual Meeting,
in each case pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of such filing. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part hereof, except as so modified or
superseded.

THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO
NEWMONT GOLD, NEWMONT MINING AND SANTA FE THAT ARE NOT PRESENTED HEREIN OR
DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS OR HEREIN) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM
THIS PROXY STATEMENT IS DELIVERED UPON WRITTEN OR ORAL REQUEST TO THE
FOLLOWING:

Newmont Gold Documents Newmont Mining Documents Santa Fe Documents

Newmont Gold Company Newmont Mining Santa Fe Pacific Gold
1700 Lincoln Street Corporation Corporation
Denver, Colorado 80203 1700 Lincoln Street 6200 Uptown Boulevard NE,
(303) 863-7414 Denver, Colorado 80203 Suite 400
Attention: Secretary (303) 863-7414 Albuquerque, New Mexico 87110
Attention: Secretary (505) 880-5300
Attention: Secretary

IN ORDER TO ENSURE TIMELY DELIVERY, ANY REQUEST FOR DOCUMENTS SHOULD BE MADE
BY APRIL 28, 1997.

86
<PAGE>

APPENDIX A

CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT DATED AS OF MARCH 31, 1997 BETWEEN NEWMONT GOLD
COMPANY, A DELAWARE CORPORATION (THE "COMPANY"), AND NEWMONT MINING
CORPORATION, A DELAWARE CORPORATION ("NEWMONT MINING").

WHEREAS, Newmont Mining has entered into an Agreement and Plan of Merger,
dated as of March 10, 1997 (the "Merger Agreement"), with Santa Fe Pacific
Gold Corporation, a Delaware corporation ("Santa Fe"), and Midtown Two Corp.,
a Delaware corporation and a wholly-owned subsidiary of Newmont Mining
("Sub"), whereby Sub will be merged (the "Merger") with and into Santa Fe with
Santa Fe being the surviving corporation (the "Surviving Corporation");

WHEREAS, pursuant to the Merger Agreement (i) each share of the common stock
of Santa Fe, par value $0.01 per share ("Santa Fe Common Stock"), will be
converted into the right to receive 0.43 of a share of common stock of Newmont
Mining, par value $1.60 per share ("Newmont Mining Common Stock") and, as a
result, Newmont Mining will issue shares of Newmont Mining Common Stock to the
former stockholders of Santa Fe and (ii) the outstanding options to purchase
Santa Fe Common Stock (the "Santa Fe Options") will be assumed by Newmont
Mining and converted into options to purchase Newmont Mining Common Stock in
the manner set forth in the Merger Agreement;

WHEREAS, effective January 1, 1994, the Company acquired all of the
operations and assets of Newmont Mining except for the capital stock and
options of the Company retained by Newmont Mining, and the Company assumed all
of Newmont Mining's liabilities (such transaction is hereinafter referred to
as the "1994 Transaction");

WHEREAS, one of the fundamental principles underlying the 1994 Transaction
was that subsequent thereto the number of shares of capital stock of Newmont
Mining that are outstanding should at all times equal the number of shares of
capital stock that Newmont Mining owns of the Company so that the stockholders
of both Newmont Mining and the Company have identical per share interests in
the reserves, production, earnings and dividends of the Company;

WHEREAS, the Boards of Directors of Newmont Mining and the Company each has
determined that it is in the best interests of the Company and Newmont Mining,
as the case may be, upon consummation of the Merger (i) for Newmont Mining to
contribute to the Company all of the outstanding shares of common stock of the
Surviving Corporation acquired by Newmont Mining pursuant to the Merger
Agreement and (ii) in consideration therefor, for the Company to issue to
Newmont Mining (x) a number of shares of Newmont Gold Common Stock equal to
the number of shares of Newmont Mining Common Stock issued pursuant to the
Merger Agreement and (y) options to acquire additional shares of Newmont Gold
Common Stock (the "Additional Newmont Gold Options") having the same terms as
the Santa Fe Options assumed by Newmont Mining pursuant to the Merger
Agreement, as adjusted as contemplated by the Merger Agreement (except that
the Additional Newmont Gold Options will be exercisable for shares of Newmont
Gold Common Stock) (such transaction is hereinafter referred to as the
"Contribution Transaction");

WHEREAS, the aggregate number of shares of Newmont Gold Common Stock
issuable upon exercise of the Additional Newmont Gold Options will equal the
aggregate number of shares of Newmont Mining Common Stock issuable upon
exercise of the Santa Fe Options;

A-1
<PAGE>

WHEREAS, Newmont Mining has incurred, and will continue to incur,
significant out-of-pocket fees, disbursements, costs and expenses in
connection with the negotiation, documentation and execution of the Merger
Agreement and the agreements related thereto and the pursuit and consummation
of the transactions contemplated thereby;

WHEREAS, as a result of the execution of this Agreement, the Company will
receive the benefits derived from the out-of-pocket fees, disbursements, costs
and expenses incurred by Newmont Mining in connection with the Merger
Agreement and the agreements related thereto and the pursuit and consummation
of the transactions contemplated thereby; and

WHEREAS, as a condition precedent to agreeing to enter into the Contribution
Transaction, Newmont Mining has required, and the Company has agreed to
assume, pay and hold Newmont Mining harmless against, all such out-of-pocket
fees, disbursements, costs and expenses.

NOW, THEREFORE, in consideration of the premises and the agreements herein
contained, the parties hereto agree as follows:

1. Exchange of the Shares. Subject to the terms and conditions herein set
forth, as promptly as possible after the Effective Time of the Merger (as such
term is defined in the Merger Agreement) the Company and Newmont Mining shall
consummate the Contribution Transaction, and accordingly, (i) Newmont Mining
shall contribute to the Company all of the outstanding shares of common stock
of the Surviving Corporation acquired by Newmont Mining pursuant to the Merger
Agreement and (ii) in consideration therefor, the Company shall issue to
Newmont Mining (x) a number of shares of Newmont Gold Common Stock equal to
the number of shares of Newmont Mining Common Stock issued pursuant to the
Merger Agreement and (y) the Additional Newmont Gold Options which will be
granted pursuant to the Newmont Gold Company Stock Option Grant, dated as of
March 18, 1994.

2. Certain Agreements of the Company. In consideration for Newmont Mining
having structured, negotiated and entered into the Merger Agreement and having
incurred significant out-of-pocket fees, disbursements, costs and expenses,
the benefit of which will be received by the Company, the Company agrees to
assume, pay and hold Newmont Mining harmless against, all out-of-pocket fees,
disbursements, costs and expenses required to be paid by Newmont Mining
pursuant to or in connection with the Merger Agreement.

3. Conditions to the Obligations of Newmont Mining and the Company. The
obligations of Newmont Mining and the Company hereunder to consummate the
Contribution Transaction will be subject to (i) consummation of the Merger
without the waiver of any condition to the Merger that would materially affect
the valuation of the common stock of the Surviving Corporation and (ii)
approval of the Contribution Transaction by the holders of a majority of the
votes cast by the stockholders of the Company.

4. Stockholders Meetings. (a) Pursuant to the requirements of the New York
Stock Exchange, the Company hereby agrees to seek the approval of the
Contribution Transaction by the stockholders of the Company at the 1997 Annual
Meeting of the stockholders of the Company.

(b) Newmont Mining hereby agrees to vote the shares of Newmont Gold Common
Stock owned by it for the approval of the Contribution Transaction.

5. Successors. This Agreement will inure to the benefit of and be binding
upon the successors of Company and Newmont Mining.

6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.

A-2
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

NEWMONT GOLD COMPANY

By /s/ T. J. Schmitt
-----------------------------------
Name: Timothy J. Schmitt

Title:Secretary

NEWMONT MINING CORPORATION

By /s/ Wayne W. Murdy
-----------------------------------

Name: Wayne W. Murdy

Title:Executive Vice President and
Chief Financial Officer

A-3
<PAGE>

[LOGO] CHASE APPENDIX B

OPINION OF CHASE SECURITIES INC.

March 31, 1997

Special Committee of the
Board of Directors
Newmont Gold Company
1700 Lincoln Street
Denver, Colorado 80203

Members of the Special Committee:

You have informed us that Newmont Mining Corporation ("Newmont Mining"),
Midtown Two Corp., a wholly owned subsidiary of Newmont Mining ("Sub"), and
Santa Fe Pacific Gold Corporation ("Santa Fe") have entered into an Agreement
and Plan of Merger, dated as of March 10, 1997 (the "Merger Agreement"),
pursuant to which Sub will be merged with and into Santa Fe (the "Merger"),
Santa Fe will be the surviving corporation (the "Surviving Corporation") and
(i) each outstanding share of Common Stock, par value $.01 per share ("Santa
Fe Common Stock"), of Santa Fe will be converted into the right to receive
0.43 of a share of Common Stock, par value $1.60 per share ("Newmont Mining
Common Stock"), of Newmont Mining and (ii) each outstanding option (a "Santa
Fe Option") to purchase shares of Santa Fe Common Stock will be converted into
an option (a "Newmont Mining Option") to purchase shares of Newmont Mining
Common Stock in the manner provided in Section 5.07 of the Merger Agreement.
You have also informed us that Newmont Mining and Newmont Gold Company
("Newmont Gold") propose to enter into a Contribution Agreement, dated as of
March 31, 1997 (the "Contribution Agreement"), pursuant to which all
outstanding shares of the Common Stock, par value $.01 per share (the
"Surviving Corporation Common Stock"), of the Surviving Corporation held by
Newmont Mining will be contributed to Newmont Gold in exchange for a number of
shares of Common Stock, par value $.01 per share ("Newmont Gold Common
Stock"), of Newmont Gold equal to the number of shares of Newmont Mining
Common Stock issued in the Merger. In addition, pursuant to the Contribution
Agreement, Newmont Gold will issue to Newmont Mining options ("Newmont Gold
Options") to purchase a number of shares of Newmont Gold Common Stock equal to
the number of shares of Newmont Mining Common Stock issuable upon exercise of
the Newmont Mining Options into which the outstanding Santa Fe Options are
converted. Each Newmont Gold Option will have the same terms and conditions as
the Newmont Mining Option to which it relates and will be exercisable by
Newmont Mining only in the event that the related Newmont Mining Option is
exercised by the holder thereof. Pursuant to the terms of the Contribution
Agreement, Newmont Gold will assume, pay and hold Newmont Mining harmless
against, all out-of-pocket fees, disbursements, costs and expenses required to
be paid by Newmont Mining pursuant to or in connection with the Merger
Agreement (collectively, the "Assumed Expenses"). The contribution of all
outstanding shares of Surviving Corporation Common Stock to Newmont Gold and
the issuance of shares of Newmont Gold Common Stock and the Newmont Gold
Options to Newmont Mining in consideration therefor pursuant to the
Contribution Agreement are collectively referred to herein as the
"Contribution Transaction." As used herein, the term "Consideration" refers to
the shares of Newmont Gold Common Stock and the Newmont Gold Options to be
issued to Newmont Mining in the Contribution Transaction.

You have requested that we render our opinion as to the fairness, from a
financial point of view, to the stockholders of Newmont Gold, other than
Newmont Mining, of the Consideration to be paid in the Contribution
Transaction together with the related assumption by Newmont Gold of the
Assumed Expenses pursuant to the terms of the Contribution Agreement.
LOGO

B-1
<PAGE>

In arriving at the opinion set forth below, we have, among other things:

(a) reviewed the Merger Agreement and a draft of the Contribution Agreement
in the form provided to us and have assumed that the final form of the
Contribution Agreement will not vary in any regard that is material to
our analysis;

(b) reviewed certain publicly available business and financial information
that we deemed relevant relating to Newmont Mining, Santa Fe and
Newmont Gold and the industry in which they operate;

(c) discussed with members of senior management of Newmont Gold, Newmont
Mining and Santa Fe and with Newmont Mining's advisors, Newmont Gold's,
Newmont Mining's and Santa Fe's operations, historical financial
statements and future prospects, before and after giving effect to the
Merger and the Contribution Transaction, as well as their views of the
business, operational and strategic benefits and other implications of
the Contribution Transaction;

(d) reviewed certain internal financial analyses, forecasts and projections
for Santa Fe, Newmont Gold and Newmont Mining, without, and after
giving effect to, the Merger and the Contribution Transaction, prepared
by the managements of Santa Fe, Newmont Gold and Newmont Mining (the
"Financial Forecasts"), including analyses and forecasts of certain
cost savings, operating efficiencies, revenue effects and tax
treatments resulting from the Merger and the Contribution Transaction
(collectively, the "Synergies");

(e) compared the financial and operating performance of Santa Fe, Newmont
Mining and Newmont Gold with publicly available information concerning
certain other companies we deemed comparable and reviewed the relevant
historical stock prices of the Santa Fe Common Stock, the Newmont Gold
Common Stock and certain publicly traded securities of such other
companies;

(f) reviewed the financial terms of certain recent exchange transactions
and acquisition transactions we deemed reasonably comparable to the
Merger and the Contribution Transaction or otherwise relevant to our
inquiry; and

(g) made such other analyses and examinations as we have deemed necessary
or appropriate.

We have assumed and relied upon, without assuming any responsibility for
verification, the accuracy and completeness of all of the financial and other
information provided to, discussed with, or reviewed by or for us, or publicly
available for purposes of this opinion. In that regard, we have assumed, with
your consent, that the Financial Forecasts, including, without limitation, the
Synergies, have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of Newmont Gold and Newmont Mining
and that the Financial Forecasts, including, without limitation, the
Synergies, will be realized in the amounts and at the times contemplated
thereby. We have also assumed that the Assumed Expenses have been incurred by
Newmont Mining in good faith and on an arms-length basis in connection with
the Merger Agreement and that the aggregate amount of the Assumed Expenses
will not exceed the aggregate amount thereof reflected in the Financial
Forecasts. We have neither made nor obtained any independent evaluations or
appraisals of the assets or liabilities of Santa Fe, Newmont Mining or Newmont
Gold, nor have we conducted a physical inspection of the properties and
facilities of Santa Fe, Newmont Mining or Newmont Gold. We have assumed that
under generally accepted accounting principles the Merger will be accounted
for as a pooling of interests and the Contribution Transaction will be
accounted for at historical cost as an exchange between entities under common
control. In addition, we have assumed that for U.S. tax purposes no income or
gain will be recognized by Newmont Gold or its stockholders (other than
Newmont Mining) in connection with the Contribution Transaction.

B-2
<PAGE>

For purposes of rendering our opinion we have assumed that the
representations and warranties of each party contained in the Contribution
Agreement and Merger Agreement are true and correct in all material respects
and that each party will perform in all material respects all of the covenants
and agreements required to be performed by it under the Contribution Agreement
and Merger Agreement. We have also assumed that all conditions to the
consummation of the Merger and the Contribution Transaction that would
materially affect the valuation of the Surviving Corporation Common Stock will
be satisfied in all material respects without waiver thereof and that the
Merger and the Contribution Transaction will be consummated.

Our opinion herein is necessarily based on market, economic and other
conditions as they exist and can be evaluated on the date of this letter. Our
opinion is limited to the fairness, from a financial point of view, to the
stockholders of Newmont Gold, other than Newmont Mining, of the Consideration
to be paid in the Contribution Transaction together with the related
assumption by Newmont Gold of the Assumed Expenses pursuant to the terms of
the Contribution Agreement and we express no opinion as to the merits of the
underlying decision by Newmont Gold to engage in the Contribution Transaction
and to assume the Assumed Expenses or whether the Assumed Expenses were
reasonably incurred or are reasonable in amount. This opinion does not
constitute a recommendation to any Newmont Gold stockholder as to how such
stockholder should vote with respect to the Contribution Transaction or the
transactions related thereto.

Chase Securities, Inc., as part of its financial advisory business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions and valuations for estate, corporate
and other purposes. We have acted as financial advisor to the Special
Committee of the Board of Directors of Newmont Gold in connection with the
Contribution Transaction and will receive a fee for our services, including
for rendering this opinion. In addition, Newmont Gold has agreed to indemnify
us for certain liabilities arising out of our engagement. As we have
previously advised you, The Chase Manhattan Corporation and its affiliates,
including Chase Securities Inc., in the ordinary course of business, have,
from time to time, provided, and in the future may continue to provide,
commercial and investment banking services to Santa Fe, Newmont Mining and
Newmont Gold. In the ordinary course of business, we or our affiliates may
trade in the debt and equity securities of Santa Fe, Newmont Mining and
Newmont Gold for our own accounts and for the accounts of our customers and,
accordingly, may at any time hold a long or short position in such securities.

Based upon and subject to the foregoing, we are of the opinion, as of the
date hereof, that the Consideration to be paid in the Contribution Transaction
together with the related assumption by Newmont Gold of the Assumed Expenses
pursuant to the terms of the Contribution Agreement is fair, from a financial
point of view, to the stockholders of Newmont Gold, other than Newmont Mining.

This opinion is for the use and benefit of the Special Committee of the
Board of Directors of Newmont Gold in its evaluation of the Contribution
Transaction and shall not be used for any other purpose without the prior
written consent of Chase Securities Inc. We hereby consent, however, to the
inclusion of this opinion as an appendix to any proxy statement distributed by
Newmont Gold in connection with the Contribution Transaction.

Very truly yours,

/s/ CHASE SECURITIES INC.

CHASE SECURITIES INC.

B-3
<PAGE>

PROXY

NEWMONT GOLD COMPANY
Proxy Solicited by Board of Directors for
"Annual Meeting of Stockholders to be held May 5, 1997

Unless otherwise specified on the reverse side, the undersigned, a holder
of record shares of common stock, par value $0.01 per share (the "Newmont
Gold Common Stock"), of Newmont Gold Company ("Newmont Gold") at the close
of business on March 26, 1997 (the "Record Date"), hereby appoints Joy E.
Hansen, Wayne W. Murdy and Timothy J. Schmitt, and each or any of them, the
proxy or proxies of the undersigned, each with full power of substitution,
to attend the Annual Meeting (the "Annual Meeting") of Common Stockholders
of Newmont Gold to be held on May 5, 1997 (and any adjournments or
postponements thereof) at which the holders of the outstanding shares of
Newmont Gold Common Stock on the Record Date will be voting (1) to elect
the nominated directors; and (2) to approve the issuance to Newmont Mining
Corporation ("Newmont Mining") of Newmont Gold Common Stock and options to
acquire additional shares of Newmont Gold Common Stock ("Additional Newmont
Gold Options") in exchange for all of the issued and outstanding shares of
common stock, par value $0.01 per share, of Santa Fe Pacific Gold
Corporation ("Santa Fe") to be acquired by Newmont Mining upon consummation
of the merger of Midtown Two Corp., a wholly owned subsidiary of Newmont
Mining, with and into Santa Fe (the "Merger"), with Santa Fe being the
surviving corporation. The issuance to Newmont Mining of shares of Newmont
Gold Common Stock and Additional Newmont Gold Options in exchange for all
of the issued and outstanding shares of Santa Fe Common Stock upon
consummation of the Merger is referred to herein as the "Contribution
Transaction."

The undersigned hereby revokes any previous proxies with respect to the
matters covered in this Proxy. The consummation of the Merger is subject to
a number of conditions, including the approval of the stockholders of Santa
Fe and Newmont Mining. The Contribution Transaction will not occur unless
and until the Merger is consummated.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE
DIRECTOR NOMINEES AND FOR APPROVAL OF THE CONTRIBUTION TRANSACTION.

(IF RETURNED CARDS ARE SIGNED AND DATED BUT NOT MARKED, THE UNDERSIGNED
WILL BE DEEMED TO HAVE VOTED FOR ALL OF THE DIRECTOR NOMINEES AND FOR THE
APPROVAL OF THE CONTRIBUTION TRANSACTION).

(Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE>

Please mark your 0233
[X] votes as in this
example

1. "To elect the nominated directors.

FOR WITHHELD
[ ] [ ]

NOMINEES: R.I.J. Agnew, J.P. Bolduc, R.C. Cambre, J.P. Flannery, L.I.
Higdon, Jr., T.A. Holmes, R.A. Plumbridge, R.H. Quenon, "M.A. Qureshi, M.K.
Reilly, J.V. Taranik and W.I.M. Turner, Jr.

FOR ALL EXCEPT NOMINEES WRITTEN IN THE SPACE PROVIDED BELOW.

- ----------------------------

2. "Approval of the Contribution Transaction"

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

By execution of this Proxy, the undersigned hereby authorizes such proxies
or their substitutes to vote in their discretion on such other business as
may properly come before the Annual Meeting.

Proxies can only be given by Newmont Gold stockholders of record 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 Newmont Gold Common Stock is 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 Annual Meeting of
Stockholders and of the Proxy Statement.

Signature (Title, if any)
---------------------------
Signature if held jointly
---------------------------
Date

IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR "PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED.

- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --