Combination of Gold Fields' international assets with IAMGOLD to
create a major new gold producer TORONTO and JOHANNESBURG, Aug. 11
/PRNewswire-FirstCall/ -- Gold Fields Limited (JSE:GFINYSE:GFI)
("Gold Fields") and IAMGOLD Corporation (TSX:IMG; AMEX:IAG)
("IAMGOLD") today announced that they have agreed to combine, the
international assets of Gold Fields located outside the Southern
African Development Community ("SADC") with IAMGOLD, in exchange
for Gold Fields receiving IAMGOLD shares, to create one of the
world's largest gold producers. Following the completion of the
transaction, Gold Fields will own approximately 70% of the fully
diluted equity of the enlarged company. Existing IAMGOLD
shareholders will own the remaining 30% of the company, and will
also receive a special cash dividend of Cdn$0.50 per share at
completion of the transaction. The enlarged company will become the
fourth largest North American gold producer and the seventh largest
gold producer worldwide. Following completion of the transaction,
IAMGOLD will be renamed "GOLD FIELDS INTERNATIONAL LIMITED" ("GOLD
FIELDS INTERNATIONAL") and will become an international growth
vehicle for Gold Fields and IAMGOLD shareholders outside of the
SADC region. Conference Call / Presentation / Webcast
---------------------------------------- A joint and simultaneous
market presentation and webcast by Gold Fields and IAMGOLD
executives is scheduled for Wednesday, August 11, 2004 at 17.00 pm
South Africa time, 16.00 pm London time and 11.00 am Toronto Time.
For those who can attend the conference call and market
presentation in person, the Johannesburg presentation will be at
the Sandton Convention Centre, Room 2, Level 4, Maude Street,
Sandown. The Toronto presentation will be held at the Royal York
Hotel, Territories Room, 100 Front Street West, Toronto. The
conference call and market presentation will be webcast live onto
the Gold Fields and IAMGOLD web pages, at:
http://www.goldfields.co.za/ or http://www.iamgold.com/ . In South
Africa the market presentation will be broadcast live on Summit TV.
Key attributes of GOLD FIELDS INTERNATIONAL - Anticipated
production of approximately 2 million ounces in 2005, projected to
increase to approximately 2.4 million gold equivalent ounces in
2007 - Proven and probable attributable gold reserves of 14.6
million ounces, measured and indicated resources (including
reserves) of 25.9 million ounces, and additional inferred resources
of 9.9 million ounces - Strong pipeline of near-term development
projects and a portfolio of attractive advanced-stage exploration
projects - Unhedged production and reserves - Geographically
diversified asset base including operations and projects in
Australia, West Africa, Europe and the Americas - Strong balance
sheet with approximately US$350 million in cash and bullion,
together with a further US$95 million in realized currency gains to
be received in cash over the next 18 months; anticipated operating
cash flow in financial year 2005 of approximately US$265 million,
assuming a gold price of US$400 per ounce - Experienced management
team drawn from Gold Fields and IAMGOLD with established
international mine development and operating track records -
Listings on the Toronto Stock Exchange and the American Stock
Exchange, with good liquidity and access to capital markets Chris
Thompson, Chairman of Gold Fields, commented, "We are tremendously
excited by the creation of this enlarged company which combines our
non-SADC assets with IAMGOLD's quality asset base. The transaction
will position GOLD FIELDS INTERNATIONAL as a competitive global
industry player with the ability to pursue growth organically at
its existing operations, to develop its impressive portfolio of
projects in the near term, and to advance its exploration pipeline.
With its high quality assets, cash reserves, experienced
management, critical mass and direct access to international
capital markets, GOLD FIELDS INTERNATIONAL will be in a strong
position to take advantage of any other opportunities as they
emerge." Joseph Conway, President and CEO of IAMGOLD said, "Over
the previous weeks, and in response to the unsolicited offer from
Golden Star Resources, management has worked closely with the
special committee of the Board and RBC Capital Markets to identify
the best opportunity to maximize value for IAMGOLD shareholders.
This transaction is clearly accretive to IAMGOLD shareholders along
a number of valuation metrics. Furthermore, it delivers on
IAMGOLD's previously stated strategic objectives of growing its
share of gold production and diversifying its operating base. The
board and management of IAMGOLD have concluded that this
combination is superior to any of the other proposals received or
currently on the table and should result in the creation of
sustainable value for shareholders. In addition, the board of
IAMGOLD has received the opinion of RBC Capital Markets that, as at
the date hereof, the consideration under the transaction is fair
from a financial point of view to IAMGOLD." Ian Cockerill, Chief
Executive Officer of Gold Fields, added, "GOLD FIELDS INTERNATIONAL
will now become the vehicle through which Gold Fields will pursue
its well established international growth strategy outside of the
SADC region. Through our shareholding in GOLD FIELDS INTERNATIONAL,
shareholders of Gold Fields will continue to benefit from further
value creation through international growth, whilst Gold Fields
investment in North American listed GOLD FIELDS INTERNATIONAL will
better reflect the true value of our international assets outside
of the SADC region. The management of Gold Fields remains focused
on the continued release of value from our South African and SADC
region assets and on maintaining our position as a preeminent South
African gold producer." Transaction Structure IAMGOLD will purchase
the assets of Gold Fields located outside of the SADC region by the
issuance of 351,690,218 ordinary shares, which have a market value
of approximately US$2.1 billion based on IAMGOLD's volume weighted
share price over the 20 trading days to August 10, 2004. The issue
of these shares will result in Gold Fields holding approximately
70% of the enlarged company with the remaining 30% held by IAMGOLD
shareholders. The number of shares to be issued will be subject to
adjustment based on the total cash contributed by Gold Fields to
the ongoing capital expenditure programs of the assets to be
acquired by IAMGOLD from and after June 24, 2004 through closing.
This adjustment will be made based on the 20-day average trading
price of IAMGOLD shares prior to closing and is capped at US$50
million. The transaction is subject to the approval of the majority
of shareholders of both Gold Fields and IAMGOLD, as well as
regulatory approvals and third party consents. An information
circular is expected to be delivered to shareholders in the coming
weeks upon which a date for shareholder meetings will be announced.
The transaction is anticipated to close prior to the end of this
calendar year. Special dividend At completion, IAMGOLD shareholders
(other than Gold Fields) will receive a special cash dividend of
Cdn$0.50 per share. The aggregate value of this payment will be
approximately C$75 million (US$57 million). Exchange control
clearances obtained Gold Fields has received approval for the
transaction from the South African Reserve Bank ("SARB") on the
basis that: At all times Gold Fields maintains a shareholding of at
least 50.1% percent in GOLD FIELDS INTERNATIONAL Gold Fields, in
order to maintain a shareholding of at least 50.1% percent in GOLD
FIELDS INTERNATIONAL, will be permitted, subject to the approval of
the SARB on a case-by-case basis, to follow its rights in any
equity capital market fund raising by GOLD FIELDS INTERNATIONAL by
using funds sourced from within South Africa, provided that: (i)
funds sourced from within South Africa are to be applied towards
capital expenditure on a specific project or towards the funding of
any corporate acquisition of GOLD FIELDS INTERNATIONAL; (ii) the
requirements as set out below are complied with; and (iii) the
financing of the following of such rights must be done within the
foreign direct investment limits or other exchange control policy
parameters prevailing at such time; GOLD FIELDS INTERNATIONAL will
be permitted to pursue subsequent corporate acquisitions or
projects without seeking prior approval from the SARB on the
following terms: (i) the acquisition or project should be in the
same line of business that IAMGOLD is currently pursuing - i.e.
gold mining as well as platinum group metals. However, in some
cases copper and other base metals could be by-product revenue to
the main process of mining for gold and platinum group metals; (ii)
any acquisition or project that is pursued would also be subject to
GOLD FIELDS INTERNATIONAL maintaining an ownership interest of at
least 50.1% percent therein; (iii) any financing arrangements
relating to such acquisitions must be without recourse to South
Africa; (iv) any acquisition or project pursued by GOLD FIELDS
INTERNATIONAL should result in a benefit to South Africa over the
longer term. Over and above the normal benefits in terms of added
value through such acquisitions or projects, Gold Fields has agreed
to use its reasonable commercial endeavours to source technical
skills from South Africa in developing any acquisitions, consider
procurement opportunities from South Africa and investigate the
possibility of providing employment opportunities in areas where
specific expertise is required and is available; and (v) Gold
Fields is required to report back to the SARB after any
acquisition, giving full details of the acquisition and the
financing mechanisms and details of the specific benefits accruing
to South Africa. The SARB has agreed to allow the annual earnings
of GOLD FIELDS INTERNATIONAL to be retained offshore to the extent
required for working capital, funds for expansion programmes and
projects, corporate acquisitions and debt servicing. In this regard
Gold Fields is required to report annually to SARB on GOLD FIELDS
INTERNATIONAL's requirements. 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). In
addition, GOLD FIELDS INTERNATIONAL will have two near-term
greenfield development projects located in Finland (Arctic
Platinum) and, subject to completion of Gold Fields' acquisition
thereof, Peru (Cerro Corona), along with various royalty interests
and an attractive portfolio of advanced-stage exploration projects
in Latin America, Australia, China and Africa. Management and Board
of Gold Fields International Subject to formal process, it is
anticipated that Gordon R. Parker will resign from the current Gold
Fields board to become Chairman of GOLD FIELDS INTERNATIONAL. Mr.
Parker is the former Chairman and CEO of Newmont Mining. Similarly
Chris Thompson will resign from his post as Chairman of Gold Fields
to become President and CEO of the new company. William Pugliese,
current Chairman of IAMGOLD, will become Deputy Chairman. Alan
Wright, currently Deputy Chairman of Gold Fields, is anticipated to
succeed Mr. Thompson as Chairman of Gold Fields. Other key
appointments to the management of GOLD FIELDS INTERNATIONAL will
include John Munro as Chief Operating Officer, Grant Edey from
IAMGOLD as head of the finance function and Craig Nelsen will head
Exploration and Corporate Development. The number of directors of
the new company will be limited to ten with three nominees from the
IAMGOLD board and seven to come from Gold Fields. The list will
include some prominent Canadian nationals. The Gold Fields'
nominees will include Ian Cockerill and Nick Holland, currently CEO
and CFO, respectively, of Gold Fields. GOLD FIELDS INTERNATIONAL
will retain the current IAMGOLD listings on the Toronto and
American Stock Exchanges. Conference call participants can access
and follow the slides to be used for the conference call from the
Gold Fields and IAMGOLD web pages. Gold Fields web site:
http://www.goldfields.co.za/ IAMGOLD 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 devauations, 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. As required
by the JSE Securities Exchange in South Africa, a Cautionary
Announcement has been issued by Gold Fields via SENS and will be
reproduced in the South African Press. A slide presentation
summarizing the transaction will be made available on the Gold
Fields and IAMGOLD web sites directly before the conference call.
The full text of Gold Fields' Cautionary Announcement can also be
found on its web site: http://www.goldfields.co.za/ . Additional
Information for Editors IAMGOLD Corporation -------------------
IAMGOLD is a leading gold mining exploration and development
company. Its principal assets, located in West Africa, include a
38% stake in the Sadiola Gold Mine, a 40% stake in the Yatela Gold
Mine, both located in Mali, and an 18.9% stake in the Tarkwa/Damang
complex in Ghana. The combined annual expected gold production from
these properties for 2004 is expected to be approximately 420,000
ounces. IAMGOLD also has a diverse royalty portfolio, which
includes a 1% royalty interest in the Diavik Diamond Project in
Canada. IAMGOLD is listed on both the Toronto Stock Exchange and
the American Stock Exchange. Gold Fields Limited
------------------- Gold Fields is one of the world's largest
unhedged gold companies with annual gold production of
approximately 4.2 million ounces for the financial year ended June
30, 2004, with proven and probable gold reserves of 81 million
ounces and mineral resources of 186 million ounces as at June 30,
2003. Gold Fields has operations in South Africa, Australia and
Ghana (West Africa) and has an exciting growth project pipeline.
This includes a geographically diverse exploration portfolio as
well as the Arctic Platinum Project, an advanced stage PGM project
in Northern Finland and the Cerro Corona Copper/Gold Project in
Peru and subject to completion of this transaction. Gold Fields has
its primary listing on the JSE Securities Exchange South Africa
with secondary listings on the London Stock Exchange, Euronext
Paris and the SWX Swiss exchanges. The company's American
Depositary shares are listed on the New York Stock Exchange, where
they trade under the symbol 'GFI' and its International Depository
Shares are listed on Euronext Brussels. Southern African
Development Community -------------------------------------- The
Southern African Development Community ("SADC") includes 14 member
states, namely Angola, Botswana, Democratic Republic of Congo,
Lesotho, Malawi, Mauritius, Mozambique, Namibia, Seychelles, South
Africa, Swaziland, United Republic of Tanzania, Zambia and
Zimbabwe. DATASOURCE: IAMGOLD; Gold Fields Limited CONTACT:
Enquiries: Gold Fields: Willie Jacobsz, Senior Vice President,
Investor Relations and Corporate Affairs, +27 11 644-2460; Cheryl
Martin, Vice President, North America, Investor Relations, +1 (303)
796-8683; IAMGOLD: Tom Atkins, Vice President, Investor Relations,
+1 (416) 360-4710, toll-free +1 888 IMG 9999 (North America)
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