TORONTO, March 7,
2024 /CNW/ - Gold Fields Limited ("Gold
Fields") announces the closing of the previously announced sale
of all of its interest in the Asanko joint venture in Ghana (the "Asanko JV") to its
joint venture partner Galiano Gold Inc. (formerly Asanko Gold Inc.)
("Galiano") and its subsidiaries (the "Transaction").
The Transaction took place pursuant to a share purchase agreement
dated December 20, 2023 (the
"Share Purchase Agreement") among certain of
Gold Fields' wholly-owned subsidiaries, Galiano and certain of
Galiano's subsidiaries.
As consideration for the acquisition of Gold Fields' joint
venture interest under the Transaction, Galiano and its
subsidiaries agreed pursuant to the Share Purchase Agreement to pay
to a Gold Fields subsidiary, Gold Fields Orogen Holding (BVI)
Limited ("GF Orogen") and an affiliate:
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(1)
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an aggregate cash
purchase price of US$150,000,000, payable as follows:
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(i)
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US$65,000,000 (the
"Initial Cash Consideration") on the closing date of the
Transaction (the "Closing Date");
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(ii)
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US$25,000,000 on or
before December 31, 2025 (the "First Deferred
Consideration");
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(iii)
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US$30,000,000 on or
before December 31, 2026 (the "Second Deferred
Consideration"); and
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(iv)
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US$30,000,000 upon the
production of 100,000 ounces of gold from the Nkran deposit forming
part of the Asanko gold mine (the "Nkran
Deposit");
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(2)
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US$20,000,000 (the
"Share Consideration") to be satisfied by the issuance of
28,500,000 Galiano Shares. Based upon the daily average C$/US$
exchange rate quoted by the Bank of Canada on the Closing Date, the
Share Consideration amount of US$20 million was equivalent to
approximately C$27.1 million or C$0.95 per Galiano Share;
and
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(3)
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a 1% net smelter
returns royalty on the Nkran Deposit from and after the date
on which 100,000 ounces of gold have been produced therefrom until
547,000 ounces of gold have been produced therefrom.
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The Initial Cash Consideration and the Share Consideration were
subject to potential adjustment in certain circumstances set out in
the Share Purchase Agreement. However, it was determined that no
adjustments to the Initial Cash Consideration or the number of
Galiano Shares comprising the Share Consideration were required.
The Closing Date of the Transaction was March 4, 2024.
Galiano has the right to elect to satisfy up to 20% of each of
the First Deferred Consideration and the Second Deferred
Consideration in Galiano Shares rather than cash, provided that
such issuance of Galiano Shares does not result in the Gold Fields
group holding more than 19.9% of the issued and outstanding Galiano
Shares. If such right is exercised in the future, such Galiano
Shares will be issued at a deemed issue price equal to the volume
weighted average price of the Galiano Shares on the NYSE American
stock exchange for the five (5) trading days immediately preceding
the date of such issuance.
Immediately prior to the Closing Date, Marsh Holdings Inc.
("Marsh"), a wholly-owned subsidiary of Gold Fields, owned
21,971,657 common shares of Galiano (the "Owned
Shares"), representing approximately 9.8% of the issued and
outstanding shares ("Galiano Shares"). On the Closing Date,
GF Orogen acquired ownership of the 28,500,000 Galiano Shares
comprising the Share Consideration. After giving effect to the
Transaction, Marsh and GF Orogen collectively own an aggregate of
50,471,657 Galiano Shares, representing approximately 19.9% of the
issued and outstanding Galiano Shares.
Marsh acquired the Owned Shares for investment purposes. GF
Orogen acquired the additional 28,500,000 Galiano Shares comprising
the Share Consideration on the Closing Date. GF Orogen may acquire
additional Galiano Shares issued in the future in satisfaction of
the First Deferred Consideration and/or the Second Deferred
Consideration, as described above. Subject to the provisions of an
amended and restated investor rights agreement and an amended and
restated registration rights agreement, each of which were entered
into by Galiano and members of the Gold Fields group concurrently
with the closing of the Transaction, the Gold Fields group may from
time to time acquire additional Galiano Shares or other securities
of Galiano or dispose of some or all of the Galiano Shares that it
owns at such time.
About Gold
Fields
Gold Fields is a globally diversified gold producer with eight
operating mines in Australia,
South Africa, Ghana and Peru and two projects in Canada and Chile. Our shares are listed on the
Johannesburg Stock Exchange (JSE) and our American depositary
shares trade on the New York Exchange (NYSE). Our executive offices
are located at 150 Helen Road, Sandown, Sandton 2196, South Africa.
At the time of Gold Fields' initial announcement of the
Transaction dated December 21, 2023,
the number of Galiano Shares comprising the Share Consideration was
subject to potential adjustment in certain circumstances set out in
the Share Purchase Agreement. This updated news
release reflects, among other things, the actual number of
Galiano Shares issued as the Share Consideration upon closing of
the Transaction, and is issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues. For further information, or to obtain
a copy of the updated early warning report filed by Gold Fields in
accordance with applicable securities laws, please contact:
SOURCE Gold Fields Limited