Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Battle Mountain Gold Company
Commission File No. 1-9666
[SLIDES PRESENTED BY THE MANAGEMENT OF NEWMONT MINGING CORPORATION AND
BATTLE MOUNTAIN GOLD COMPANY]
AUSTRALIAN/SOUTHEAST ASIAN PROPERTIES
VERA/NANCY
----------
Gold Reserves 440,000 ozs
E2000 Production 115,000 ozs
E2000 Total Cash Cost $120/oz
LIHIR
-----
9.7% Interest
[ON-SITE GRAPHIC WITH CAPTION
"Vera/Nancy - 50% owned"]
Newmont
<PAGE>
PHOENIX PROJECT
Historic Mining District Dating From 1860s
518,000 Feet Drilled Since 1996
Gold Reserves: 5.7 million ozs @ 0.038 opt
Significant Upside Potential
Copper Reserves: 430 million pounds @ 0.16%
Newmont
<PAGE>
PHOENIX PROJECT
[COPPER CANYON GRAPHIC NOTING LOCATION OF
FORTITUDE PIT, COPPER BASIN AND TOWN OF BATTLE MOUNTAIN]
Newmont
<PAGE>
PHOENIX PROJECT LOCATION MAP
[LOCATION MAP GRAPHIC IDENTIFYING NEWMONT CHECKERBOARD PROPERTY
AND NOTING LOCATION OF TWIN CREEKS, LONE TREE, TRENTON CANYON,
PHOENIX, DEEP POST, DEEP STAR, GOLD QUARRY AND MULE CANYON]
Newmont
<PAGE>
PHOENIX SYNERGIES
Mining Rate - 40 - 45 mm tons/yr
12 Haul Trucks From Mesquite &
2 Shovels Mule Canyon
2 Drills Saves $25 - 30 mm Capital
7 Support Equipment
Autoclave + SX-EW vs. SART + Smelting Saves $25/oz,
Nevada Procurement and Centralization or $10mm/yr LOM
Higher Recoveries vs. Smelter Returns
Gold = 98.0% vs. 94.5%
Silver = 75.0% vs. 90.5%
Copper = 96.0% vs. 95.0%
Newmont
<PAGE>
PHOENIX/LONE TREE INTEGRATION
[TECHNICAL DRAWING OF INTEGRATION]
Newmont
<PAGE>
PHOENIX PRODUCTION AND CAPITAL STATISTICS
Average Annual Production
Gold: 390,000 ozs
Silver: 1,350,000 ozs
Copper: 27,500,000 lbs
Average Cash Costs
$140/oz Initial Years
$150/oz 13 Years LOM
Capital Cost - $200 million
Construction July, 2001
Leach Production January, 2002
Mill Production January, 2003
Newmont
<PAGE>
DRIVING LOWER CASH COSTS
PRO FORMA
---------
(dollars per equity oz)
1999 2001 2003
---- ---- ----
Nevada Cash Cost 211 < 210 < 205
Total Newmont Cash Cost 173 < 170 ~ 165
Newmont
<PAGE>
THE MERGER TRANSACTION
NEM BMG EXCHANGE NEM POST-MERGER
--- ------------ ---------------
168 mm shares + 24.2 mm shares = 192.2 mm shares
BMG Canadian Exchangeable Shares Converted to NEM Common
BMG 2.3 mm Shares Convertible Preferred Stock Assumed
Newmont
<PAGE>
NEM & BMG CAPITAL STRUCTURE
NEM BMG NEM POST-MERGER
(3/31/00)
Total Debt $1,123 199 $1,322
Cash and Equivalents (91) (62) (153)
Lihir Market Value (6/00) (32) (32)
------ ------- -------
Net Debt $1,032 105 1,137
Minority Interest 137 6 143
Shareholders' Equity(1) 1,458 97 1,555
------- ------- -------
Total Debt and Equity $2,627 $208 $2,835
======== ======= =======
Net Debt/Capital 39% 51% 40%
(1) Includes BMG Convertible Preferred Stock
Newmont
<PAGE>
ANNUAL CASH SYNERGIES
Phoenix Operating Costs $10 mm
Gold Medal Performance 5
Reduced G & A, Exploration,
and Interest Expenses 15
--
$30 mm
Newmont
<PAGE>
SHAREHOLDER BENEFITS
Stronger, More Liquid Company
66.5 mm ozs Reserves
5.4 mm ozs Production
Growth and Higher Returns From Phoenix
Nevada Synergies
Reduced Political Risk
Base for Further Consolidation
Newmont
<PAGE>
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
These materials include forward-looking information and statements about Newmont
Mining Corporation, Battle Mountain Gold Company and the combined company after
completion of the transaction that are intended to be covered by the safe harbor
for "forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. These statements include financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Forward-looking statements are
generally identified by the words "expect," "anticipates," "believes,"
"intends," "estimates" and similar expressions. The forward-looking information
and statements in these materials are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Newmont and Battle Mountain, that could cause actual results to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include those discussed or identified in the public filings with the U.S.
Securities and Exchange Commission (SEC) made by Newmont and Battle Mountain;
risks and uncertainties with respect to the parties' expectations regarding the
timing, completion and accounting and tax treatment of the merger, the value of
the merger consideration, production and development opportunities, conducting
worldwide operations, earnings accretion, cost savings, revenue enhancements,
synergies and other benefits anticipated from the transaction; and the effect of
gold price and foreign exchange rate fluctuations, and general economic
conditions such as changes in interest rates and the performance of the
financial markets, changes in domestic and foreign laws, regulations and taxes,
changes in competition and pricing environments, the occurrence of significant
natural disasters, civil unrest and general market and industry conditions.
ADDITIONAL INFORMATION
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Battle Mountain
in connection with the proposed merger, and their interests in the solicitation,
are set forth in a Schedule 14A filed on the date of these materials with the
SEC. Newmont and Battle Mountain will be filing a proxy statement/prospectus and
other relevant documents concerning the proposed transaction with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be
able to obtain the documents free of charge at the SEC's website (www.sec.gov).
In addition, documents filed with the SEC by Newmont may be obtained free of
charge by contacting Newmont Mining Corporation, 1700 Lincoln Street, Denver, CO
80203, (303) 863-7414. Documents filed with the SEC by Battle Mountain will be
available free of charge by contacting Battle Mountain Gold Company, 333 Clay
Street, 42nd Floor, Houston, Texas 77002, (713) 650-6400. INVESTORS SHOULD READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION.
<PAGE>
ENHANCING GLOBAL DIVERSITY
66.5 mm ozs of Gold Reserves in 8 Countries
[GLOBAL MAP GRAPHIC PINPOINTING THE FOLLOWING LOCATIONS AND DATA]
NEM Properties
--------------
Newmont Nevada 28.0
Mesquite 0.5
La Herradura 0.7
Minera Yanacocha 16.9
Zarafshan 3.0
Minahasa 1.1
Batu Hijau 6.4
BMG Properties
--------------
Holloway 0.8
Phoenix 5.7
Kori Kollo 1.8
Golden Giant 1.7
Lihir
Vera/Nancy 0.4
Newmont
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NEWMONT + BATTLE MOUNTAIN =
Strength
/\
/ \
/ \
/ \
/ \
/ \
/ \
/ \
/ Shareholder \
/ Value \
/____________________\
Synergies Strategic Fit
Newmont
<PAGE>
THE TRANSACTION
Negotiated Transaction
Exchange Ratio 0.105 NEM Share for Each Share of BMG
Pooling of Interests
NEM SHAREHOLDERS BMG SHAREHOLDERS
---------------- ----------------
9.9 mm ozs Reserves Premium Over Market
760,000 ozs Low-Cost Annual Production 13% of Stronger, More Liquid Company
Highly Prospective Phoenix Project
Newmont
<PAGE>
NEWMONT'S STRATEGY FOR SHAREHOLDER VALUE
Build on World Class Mining Districts
Grow Through Exploration, Technology
& Synergistic Acquisitions
Commitment to Low-Cost Operations
Preserve Maximum Leverage to Gold Price
ALL ADVANCED BY BATTLE MOUNTAIN
Newmont
<PAGE>
NEM + BMG = STRENGTH
+ 17% in Reserves to 66.5 mm ozs
3rd Largest in the World
+ 15% in Production to 5.4 mm ozs
2nd Largest in the World
Reduces Total Cash Costs Per Ounce
Increases Cash Flow with Phoenix
Newmont
<PAGE>
NEM + BMG = STRATEGIC FIT
Optimizes Nevada Assets
Strengthens North American Reserve Base
[TWO PIE CHARTS DEPICTING THE FOLLOWING DATA]
North Latin
America America Other
Newmont Today 52% 30% 18%
Newmont Post-Merger 56% 27% 17%
Newmont
<PAGE>
NEM + BMG = SYNERGIES
Nevada Operations \ / $30 mm in Sustainable Annual
| | Cash Savings
G&A | |
| |
Exploration |- = -|
| |
Purchasing | | Accretive to NEM Shareholders
| | in Earnings, NAV and Cash Flow
Gold Medal Performance / \
Maintains Leverage to Rising Gold Price
Newmont
<PAGE>
CONSOLIDATION: AN INDUSTRY IMPERATIVE
Investment / Production Discipline
Marketing Support
Managerial & Geographic Depth
Investor Visibility / Liquidity
Newmont
