Harmony Gold's Early Settlement Offer Acceptances Increase to 11.8% JOHANNESBURG, South Africa, Dec. 2 /PRNewswire-FirstCall/ -- Harmony Gold (NYSE:HMY)(JSE:HAR) is pleased to announce that as at 17h00 (South African time) on 1 December 2004, a total of 57,993,991 Gold Fields shares were tendered and delivered directly and/or tendered and undertaken to be delivered pursuant to Notice of Guaranteed Delivery procedures in the early settlement offer. This represents approximately 11.8% of the entire issued share capital of Gold Fields. The Notice of Guaranteed Delivery procedures enable holders of ADSs to notify the US exchange agent of their tenders by delivering a Notice of Guaranteed Delivery before the closing time of the offer, which has to be fulfilled by the delivery of their actual ADSs within three New York Stock Exchange trading days. Each ADS represents one Gold Fields share. As previously announced, Harmony has also received an irrevocable undertaking from Norilsk to accept the subsequent offer in respect of 98,467,758 Gold Fields shares, representing approximately 20.03% of the entire issued share capital of Gold Fields. Accordingly, Harmony now either owns, has received tenders pursuant to guaranteed delivery procedures or has an irrevocable undertaking to accept the subsequent offer in respect of a total of 156,461,749 Gold Fields shares representing approximately 31.8% of the entire issued share capital of Gold Fields. Unless the context otherwise requires, the definitions contained in the offer document or the registration statement sent to Gold Fields shareholders have the same meaning in this announcement. In connection with the proposed merger, Harmony will file with the U.S. Securities and Exchange Commission ("SEC"), a registration statement on Form F-4, which will include a preliminary prospectus and related exchange offer materials, to register the Harmony ordinary shares (including Harmony ordinary shares represented by Harmony ADSs) to be issued in exchange for the remainder of Gold Fields ordinary shares held by Gold Fields shareholders located in the United States and for Gold Fields ADSs held by Gold Fields shareholders wherever located, as well as a Statement on Schedule TO. Investors and holders of Gold Fields securities are strongly advised to read the registration statement and the preliminary prospectus, the related exchange offer materials and the final prospectus (when available), the Statement on Schedule TO and any other relevant documents filed with the SEC, as well as any amendments and supplements to those documents, because they will contain important information. Investors and holders of Gold Fields securities may obtain free copies of the registration statement, the preliminary and final prospectus and related exchange offer materials and the Statement on Schedule TO, as well as other relevant documents filed or to be filed with the SEC, at the SEC's web site at http://www.sec.gov/. Investors and holders of Gold Fields securities will receive information at an appropriate time on how to obtain transaction-related documents for free from Harmony or its duly designated agent. The preliminary prospectus and other transaction-related documents may be obtained for free from MacKenzie Partners, Inc., the information agent for the U.S. offer, at the following address: 105 Madison Avenue, New York, New York 10016; telephone 1 212 929 5500 (call collect) or 1 800 322 2885 (toll- free call); e-mail . This communication is for information purposes only. It shall not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Gold Fields or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Harmony in the US, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Gold Fields ordinary shares (including Gold Fields ordinary shares represented by Gold Fields ADSs) in the US will only be made pursuant to a prospectus and related offer materials that Harmony will send to holders of Gold Fields securities. The Harmony ordinary shares (including Harmony ordinary shares represented by Harmony ADSs) may not be sold, nor may offers to buy be accepted, in the US prior to the time the registration statement becomes effective. No offering of securities shall be made in the US except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended. Forward-looking Statements Statements in this announcement include "forward-looking statements" that express or imply expectations of future events or results. 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. All forward-looking statements involve a number of risks, uncertainties and other factors, and Harmony cannot give assurances that such statements will prove to be correct. Risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements include, without limitation, the satisfaction of closing conditions, the acceptance or rejection of any agreement by regulators, delays in the regulatory processes, changes in the economic or political situation in South Africa, the European Union, the US and/or any other relevant jurisdiction, changes in the gold industry within any such country or area or worldwide and the performance of (and cost savings realised by) Harmony. Although Harmony's management believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Gold Fields securities are cautioned that forward- looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Harmony, that could cause actual results and developments 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 SEC made by Harmony and Gold Fields, including those listed under "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" in the preliminary prospectus included in the registration statement on Form F-4 that Harmony will file with the SEC. Harmony does not undertake any obligation to update any forward-looking information or statements. You may obtain a free copy of the registration statement and preliminary and final prospectus (when available) and other public documents filed with the SEC in the manner described above. The directors of Harmony accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Harmony (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. DATASOURCE: Harmony Gold CONTACT: (direct line, mobile, email) - Harmony Gold - Ferdi Dippenaar, +27-11-684-0140, or +27-82-807-3684, or Corne Bobbert, +27-11-684-0146, or +27-83-380-6614; or South Africa - Jennifer Cohen, +27-11-214-2401, or +27-82-468-6469, , or Patrick Lawlor, +27-11-214-2410, or +27-82-459-6709, , both of Beachhead Media & Investor Relations; or United States - Hollis Rafkin-Sax, +1-212-850-5789, or +1-917-509-0255, , or Torie Pennington, +1-212-850-5629, or +1-917-838-1369, , both of Financial Dynamics Business Communications; or United Kingdom - Nic Bennett, +44-207-269-7115, or +44-7979-536-619, , or Charles Watenphul, +44-207-269-7216, or +44-7866-438-013, , both of Financial Dynamics Business Communications; or US Information Agent - Daniel Burch, +1-212-929-5500, , or Steve Balet, 1-800-322-2885, both of MacKenzie Partners, Inc Web site: http://www.harmony.co.za/

Copyright