Signing of the definitive agreement between Gold Fields Limited and IAMGOLD Corporation
September 30 2004 - 12:07PM
PR Newswire (US)
Signing of the definitive agreement between Gold Fields Limited and
IAMGOLD Corporation TORONTO, Canada and JOHANNESBURG, South Africa,
Sept. 30 /PRNewswire- FirstCall/ -- Further to the announcement of
August 11, 2004, Gold Fields Limited (JSE:GFINYSE:GFI) ("Gold
Fields") and IAMGOLD Corporation, (TSX:IMG; AMEX:IAG) ("IAMGOLD")
today announced that they have signed a definitive agreement
setting out the terms on which IAMGOLD will acquire the assets of
Gold Fields outside of the Southern African Development Community
(the "SADC"). Under the definitive agreement, IAMGOLD will issue,
subject to adjustment, to Gold Fields 351,690,218 fully paid common
shares in consideration for Gold Fields' non-SADC mining,
development and exploration assets. The transaction will result in
Gold Fields owning approximately 70 percent of the fully diluted
equity of the enlarged company. In addition, shortly before
completion, IAMGOLD shareholders (other than Gold Fields),
registered as such on a record date prior to closing of the
transaction, will receive a special cash dividend of C$0.50 per
IAMGOLD share. For Canadian RRSP purposes, the enlarged company
will remain a Canadian corporation. Subject to the approval of the
Johannesburg Securities Exchange ("JSE"), an information circular
setting out full details of the transaction will be mailed to
shareholders of record of Gold Fields and IAMGOLD on or around 10
November 2004. The transaction remains subject to approval by
IAMGOLD and Gold Fields shareholders and satisfaction of certain
other conditions precedent, including the receipt of all required
regulatory approvals. The date for the shareholder meetings,
expected to occur in early to mid-December, will be provided in the
information circulars to be mailed to shareholders and a further
announcement will be made at that time. The transaction is expected
to close on or around 31 December 2004. Following closing of the
transaction, the name of the newly created corporation will be
changed to Gold Fields International Limited ("Gold Fields
International"). Overview of Gold Fields International Gold Fields
International will have interests in six operating mines: four in
West Africa (Tarkwa and Damang in Ghana, Sadiola and Yatela in
Mali) and two in Australia (St. Ives and Agnew) with 2005 forecast
production totaling 2.0 million ounces of gold. In addition, Gold
Fields International will have two near-term greenfield development
projects, located in Finland (Arctic Platinum) and, subject to
completion of the acquisition thereof, Peru (Cerro Corona), along
with various royalty interests and an attractive portfolio of
advanced-stage exploration projects in Latin America, Canada,
Australia, China and Africa. For further details, please see the
Terms Announcement that has been issued by Gold Fields via SENS and
is available on Gold Fields web site: http://www.goldfields.co.za/;
or IAMGOLD's website: http://www.iamgold.com/ Cautionary Statements
Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995: Certain statements in this document
constitute "forward looking statements" within the meaning of
Section 27A of the US Securities Act of 1933 and Section 21E of the
US Securities Exchange Act of 1934. Such forward-looking
statements, including but not limited to those with respect to the
price of gold, the timing and amount of estimated future
production, costs of production, estimated operating results,
reserve determination and reserve conversion rates, involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievement of IAMGOLD or Gold
Fields to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
factors include, among others, risks related to the integration of
acquisitions, increased production costs, risks related to
international operations, risks related to joint venture
operations, the actual results of current exploration activities,
actual results of current reclamation activities, conclusions of
economic evaluations, changes in project parameters as plans
continue to be refined, future prices of gold, currency
devaluations, labour disruptions; changes in government
regulations, particularly environmental regulations, changes in
exchange rates, inflation and other macro-economic factors, as well
as those factors discussed in the section entitled "Risk Factors"
in the Form 40-F for IAMGOLD and the Form 20-F for Gold Fields as
on file with the U.S. Securities and Exchange Commission in
Washington, D.C. Although IAMGOLD and Gold Fields have attempted to
identify important factors that could cause actual results to
differ materially, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. These
forward-looking statements speak only as of the date of this
document. Investors are advised that National Policy 43-101 of the
Canadian Securities Administrators requires that each category of
mineral reserves and mineral resources be reported separately.
Investors and securities holders should refer to the annual
information form of IAMGOLD for the year ended December 31, 2003,
and material change reports filed by IAMGOLD since January 1, 2003
available at http://www.sedar.com/, for this detailed information
with respect to IAMGOLD, which is subject to the qualifications and
notes set forth therein. United States investors are advised that
while the terms "measured" and "indicated" resources are recognized
and required by Canadian regulations, the SEC does not recognize
them. Investors are cautioned not to assume that all or any part of
mineral deposits in these categories will ever be converted into
reserves. DATASOURCE: IAMGOLD CONTACT: Enquiries: Gold Fields:
Willie Jacobsz, +27 11 644-2460; Cheryl Martin, +1 303 796-8683;
IAMGOLD: Tom Atkins, +1 416 360 4710, toll-free +1 888 IMG 9999
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