<PAGE>
Exhibit 99.1
PROXY
BATTLE MOUNTAIN GOLD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 5, 2001
The undersigned hereby appoints Karl E. Elers, John A. Keyes, Joseph J.
Baylis and Greg V. Etter, or any of them, as proxies or proxy of the
undersigned, each with full power of substitution, to represent and to vote as
designated on the reverse side the shares of common stock or preferred stock
of Battle Mountain Gold Company (the "Company") that the undersigned is entitled
to vote at the special meeting of stockholders of the Company to be held on
January 5, 2001 or any adjournment or postponement thereof (the "Special
Meeting").
This proxy card revokes all proxies previously given by the undersigned to
vote at the Special Meeting. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus
relating to the Special Meeting.
Please mark your vote on the reverse side, sign, date and return this proxy
card promptly in the enclosed envelope. This proxy when properly executed will
be voted in the manner directed by you on the reverse side. If you sign, date
and mail this proxy card without indicating how you want to vote, this proxy
will be voted for item 1 on the reverse side and in the manner set forth in item
2 on the reverse side. If you fail to properly execute and return this proxy
card, or if you fail to instruct your broker how to vote shares held for you in
the broker's name, the effect will be the same as a vote against the proposal
set forth in item 1 on the reverse side.
(Continued and to be signed and dated on reverse side)
<PAGE>
/X/ Please mark your votes as in this example. Votes must be indicated in blue
or black ink.
The Board of Directors of the Company recommends a vote FOR the following:
1. To approve the Agreement and Plan of Merger, dated as of June 21, 2000,
among the Company, Newmont Mining Corporation and Bounty Merger Corp.
FOR AGAINST ABSTAIN
/ / / / / /
2. In their discretion, the proxies or proxy are authorized to vote upon all
other matters as may properly be brought before the Special Meeting and all
matters incident to the conduct of the Special Meeting.
Dated: ___________________
_________________________________________
(Signature)
_________________________________________
(Signature, if shares are held jointly)
_________________________________________
(Title, if applicable)
Note: Please sign exactly as name appears above. When shares are held in name
of joint holders, each should sign. When signing as attorney, executor,
trustee, guardian, etc., please so indicate. If a corporation, please sign in
full corporate name by an authorized officer. If a partnership, please sign in
partnership name by an authorized person.
<PAGE>
BATTLE MOUNTAIN CANADA LTD.
FORM OF PROXY FOR HOLDERS OF EXCHANGEABLE SHARES
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF BATTLE MOUNTAIN CANADA LTD. ("BMC")
FOR USE AT THE SPECIAL MEETING OF HOLDERS OF EXCHANGEABLE SHARES TO BE HELD ON
JANUARY 5, 2001, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF (THE "BMC
MEETING").
The undersigned hereby appoints Karl E. Elers, or failing him, John A. Keyes, or
failing him, Joseph J. Baylis, or failing him, Greg V. Etter, each a director or
officer of BMC, or instead of any of them, ___________________________________,
as proxyholder, with full power of substitution, to attend, vote and act on the
undersigned's behalf in respect of all of the exchangeable shares of BMC
("Exchangeable Shares") registered in the undersigned's name or designated in a
duly executed omnibus proxy, as the case may be, at the BMC Meeting and hereby
revoke any and all previous appointments of proxyholders by the undersigned. I
direct that such Exchangeable Shares be voted as specified below and, if not so
specified, be voted FOR the following:
1. To consider, pursuant to an order of the Ontario Superior Court of
Justice dated November 20, 2000, and, if deemed advisable, to pass,
with or without variation, a special resolution, the full text of
which is set out in Appendix A to the accompanying Management
Information Circular dated December 1, 2000 of BMC, approving an
arrangement under section 182 of the Business Corporations Act
(Ontario) involving the acquisition by Newmont Mining Corporation
("Newmont") or one of its subsidiaries of all of the issued and
outstanding Exchangeable Shares (other than those held by Battle
Mountain Gold Company and its subsidiaries) in exchange for shares of
common stock of Newmont (and cash in lieu of fractional shares).
[ ] FOR [ ] AGAINST
If any amendments or variations to the matters referred to above are
proposed at the BMC Meeting or any adjournments or postponements
thereof, this proxy confers discretionary authority on the person
voting the proxy to vote on such amendments or variations.
Whether or not you anticipate attending the BMC Meeting in person,
kindly fill in and sign this form of proxy and return it in the
envelope provided. This form of proxy will not be valid unless it is
completed and returned to the transfer agent of BMC, CIBC Mellon Trust
Company, Proxy Department, 200 Queens Quay East, Unit 6, Toronto,
Ontario M5A 4K9 in the enclosed return envelope or by fax to (416)
368-2502, no later than 5:00 p.m. (Toronto time) on Thursday, January
4, 2001 or, in the case of any adjournment or postponement of the BMC
Meeting by no later than 5:00 p.m. (Toronto time) on the last Business
Day immediately preceding the date of such adjourned or postponed
meeting.
Dated: _________________
_____________________________________________________________________
(Signature of Registered Holder of Exchangeable Shares)
_____________________________________________________________________
(Print Name)
_____________________________________________________________________
(Title, if applicable)
_____________________________________________________________________
(Signature of Registered Holder of Exchangeable
Shares, if held jointly)
_____________________________________________________________________
(Print Name)
_____________________________________________________________________
(Title, if applicable)
If this proxy is not dated, it is deemed to bear the date that it was
mailed to the shareholder.
<PAGE>
INSTRUCTIONS
1. If you are unable to attend the BMC Meeting, but wish to be represented,
you have the right to appoint a person, who need not be a holder of
Exchangeable Shares, to attend and vote on your behalf. If you use this
form of proxy, but wish to appoint some person other than Karl E. Elers, or
failing him, John A. Keyes, or failing him, Joseph J. Baylis, or failing
him, Greg V. Etter, as your proxyholder, you must strike out their names
and insert the name of that other person in the blank space provided. The
proxyholder must attend the BMC Meeting in order to vote on your behalf.
2. You should indicate your choice on the matter set out on the reverse side
by checking the appropriate box. If no choice is specified, your
Exchangeable Shares will be voted for approval of the Arrangement
Resolution, with or without variation.
3. The Exchangeable Shares represented by this form of proxy will be voted on
any ballot that may be called for in accordance with the instructions
contained herein. In the absence of such instructions, such Exchangeable
Shares will be voted for the approval of the Arrangement Resolution.
4. If you are a holder of Exchangeable Shares and are an individual, please
sign exactly as your Exchangeable Shares are registered. If the
Exchangeable Shares are held in the name of joint holders, each holder must
sign exactly as the Exchangeable Shares are registered. If you are a holder
of Exchangeable Shares and are a corporation, this proxy must be executed
by a duly authorized officer or attorney of the corporation and, if the
corporation has a corporate seal, its corporate seal should be affixed. If
Exchangeable Shares are registered in the name of an executor,
administrator or trustee, please sign exactly as the Exchangeable Shares
are registered. If the Exchangeable Shares are registered in the name of a
deceased holder of Exchangeable Shares, such holders' name must be printed
in the space provided, the proxy must be signed by the legal representative
with his or her name printed below his or her signature and evidence of
authority to sign on behalf of the deceased holder must be attached to this
proxy.
5. All holders of Exchangeable Shares should refer to the accompanying
Management Information Circular of BMC dated December 1, 2000 (the
"Circular") for further information regarding completion and use of this
proxy and other information pertaining to the BMC Meeting.
6. To be valid, this proxy must be dated and signed by you, as the registered
holder of Exchangeable Shares, or as a person named as a proxyholder in
respect of the BMC Meeting in an omnibus proxy containing a power of
substitution pursuant to applicable securities laws, or your attorney.
THIS IS YOUR PROXY. PLEASE COMPLETE
AND RETURN IN THE ENVELOPE PROVIDED.
<PAGE>
VOTING INSTRUCTION CARD
Direction Given by Registered Holders of
Exchangeable Shares
for the Special Meeting of Stockholders
of
Battle Mountain Gold Company
The undersigned, having read the Notice of Special Meeting of Stockholders of
Battle Mountain Gold Company (the "Company") to be held on January 5, 2001
(including any adjournment or postponement thereof, the "BMG Special Meeting"),
the Proxy Statement/Prospectus dated December 1, 2000 and the accompanying
Special Voting Instructions for holders of Exchangeable Shares, receipt of each
of which is hereby acknowledged, does hereby instruct and direct CIBC Mellon
Trust Company (the "Trustee"), pursuant to the provisions of the Voting, Support
and Exchange Trust Agreement, dated July 19, 1996, among the Company, Battle
Mountain Canada Ltd. (f/k/a Hemlo Gold Mines Inc.) and the Trustee (as successor
to The R-M Trust Company), as indicated on the reverse side.
Please mark your vote on the reverse side, sign, date and return this voting
instruction card promptly in the enclosed envelope. If you sign, date and mail
this voting instruction card without indicating how you want to vote (or if you
select Alternative A but do not indicate how you want to vote on item 1 of
Alternative A), the Trustee is hereby authorized and directed to vote for item 1
of Alternative A and in the manner set forth in item 2 of Alternative A. If you
fail to properly execute and return this voting instruction card, or if you fail
to instruct your broker how to vote shares held for you in the broker's name,
your shares will not be represented or voted at the BMG Special Meeting and the
practical effect will be the same as a vote against the proposal set forth in
item 1 of Alternative A.
The Board of Directors of the Company recommends that stockholders vote FOR item
1 of Alternative A.
(Continued and to be signed and dated on reverse side)
<PAGE>
The undersigned does hereby instruct and direct the Trustee to:
(Please select only one of Alternatives A, B or C below)
[ ] A. Exercise or cause to be exercised, whether by proxy given by the
Trustee to a representative of the Company or otherwise, the
undersigned's voting rights at the BMG Special Meeting as follows:
(Please complete the following only if you selected Alternative A)
1. To approve the Agreement and Plan of Merger, dated as of June 21,
2000, among the Company, Newmont Mining Corporation and Bounty
Merger Corp.
FOR AGAINST
[ ] [ ]
2. To vote, in its discretion, upon any and all matters incident to the
foregoing and such other business as may legally come before the BMG
Special Meeting.
(If you selected Alternative A, proceed to the date line below)
[ ] B. Deliver a proxy card to the undersigned at the BMG Special Meeting
with respect to all the Exchangeable Shares of Battle Mountain Canada
Ltd. held by the undersigned on the record date for the BMG Special
Meeting so that the undersigned may exercise personally the
undersigned's voting rights at the BMG Special Meeting.
(If you selected Alternative B, proceed to the date line below)
[ ] C. Deliver a proxy card to ________________________________ to attend and
act for and on behalf of the undersigned at the BMG Special Meeting
with respect to all the Exchangeable Shares of Battle Mountain Canada
Ltd. held by the undersigned on the record date for the BMG Special
Meeting with all the powers that the undersigned would possess if
personally present and acting thereat, including the power to exercise
the undersigned's voting rights at the BMG Special Meeting.
Dated: ____________________________________
Signature: _______________________________________________________________
Print Name: ______________________________________________________________
Title (if applicable): ___________________________________________________
Signature: _______________________________________________________________
(if held jointly)
Print Name: ______________________________________________________________
Title (if applicable): ___________________________________________________
Note: If you are a holder of Exchangeable Shares and are an individual, please
sign exactly as your Exchangeable Shares are registered. If the Exchangeable
Shares are held jointly, each holder must sign. If you are a holder of
Exchangeable Shares and are a corporation, this voting instruction card must be
executed by a duly authorized officer or attorney of the corporation and, if the
corporation has a corporate seal, its corporate seal should be affixed. If
Exchangeable Shares are registered in the name of an executor, administrator or
trustee, please sign exactly as the Exchangeable Shares are registered.
