50NT Hsbc Bk. 25

RNS Number:1734M
Gold Fields Ld
13 June 2000


FRANCO-NEVADA AND GOLD FIELDS TO MERGE, 
CREATING ONE OF 
THE WORLD'S LARGEST AND STRONGEST GOLD COMPANIES

No.1 balance sheet in the industry, No.2 in reserves and resources
No.3 in annual production, No.4 in market capitalization



TORONTO and JOHANNESBURG, June 13, 2000 - Toronto-based Franco-Nevada Mining
Corporation (TSE:FN) and Johannesburg-based Gold Fields Limited (JSE:GFI and
NASDAQ:GOLD) announced today that their boards of directors have unanimously
agreed to unite the two companies through a merger of equals. 

Under the terms of the merger agreement, shareholders of Gold Fields will
receive 0.35 shares of Franco-Nevada for each Gold Fields common share
resulting in the issue of approximately 159 million Franco-Nevada common
shares. Based on recent share prices, the combined company would be valued at
US $3.7 billion (ZAR 25.8 billion). 

This combination will create one of the world's largest and strongest gold
companies with a common philosophy, belief in the future of gold, and
commitment to maximizing shareholder value. It will have a number of unique
rankings in the gold industry: 
* First in terms of balance sheet strength, with virtually no debt and over US
$700 million (ZAR 4.9 billion) in cash and marketable securities.
* First in terms of lowest break-even costs and among the lowest total costs
per ounce.
* Second in gold equivalent reserves (75 million ounces) and resources (150
million ounces).
* Third in annual gold production (4.4 million ounces).
* Fourth in market capitalization (US $3.7 billion).

The new company, to be named Gold Fields International, will enjoy revenues of
US $1.26 billion (ZAR 8.8 billion), EBITDA of US $316 million (ZAR 2.2
billion), net income of US $154 million (ZAR 1.1 billion) and cash flow of US
$277 million (ZAR 1.9 billion).  These are pro forma annualized figures to
March 2000, excluding exceptional items and Canadian GAAP adjustments. 

Seymour Schulich, co-founder, Chairman and Co-CEO of Franco-Nevada, said,
"This is a significant step in our strategic growth as a company and in the
ongoing pursuit of value for our shareholders. We believe in gold and this
transaction will give our new company the greatest leverage to gold possible.
The new company will also be particularly well placed to lead further
consolidation in the gold industry.  Franco-Nevada co-founder, President and
Co-CEO Pierre Lassonde and I have entered into multi-year employment contracts
as Co-Chairmen with the new company.  Our goal is to develop the leading
global gold company based one-third in North America, one-third in South
Africa and one-third in the rest of the world."

Chris Thompson, Chairman and CEO of Gold Fields and President and CEO
designate of the new company said, "This is another step in bringing to
fruition the strategy we embarked on with the formation of Gold Fields
Limited, just two years ago, in globalizing the company and creating value for
our shareholders.  This merger is a leap for Gold Fields into the
international arena that could not be achieved through organic growth alone. 
It provides our existing shareholders with an offshore component to their
investment, much improved liquidity, and participation in the growth and
success of one of the largest and strongest gold companies in the world.  It
will ensure long-term growth in our assets, and the sustainability of our
consolidating industry.  In short, this transaction is good for our company,
our shareholders, our employees and our country." 

Mr. Thompson added "It brings together complementary management strengths and
assets that provide a solid foundation and direction for growth.  It also
provides the new company with the highest leverage to the gold price. My
colleagues and I are delighted to endorse this transaction which will create a
leading diversified gold producer and enormous value for our shareholders."

The new company will continue to operate in a financially prudent manner. It
will remain the only virtually unhedged senior gold producer in the world. The
balance sheet will remain unlevered except for long-term corporate bonds and
specific project debt and it is intended that the company will pay out 50% of
earnings in yearly dividends. Most important of all, the company's low cost
structure will offer excellent leverage to the gold price.  We believe any
increase in the price of gold will produce significant increases in each of
cash flow, earnings and share price. 

Following the merger, each company's shareholders will own 50% of Gold Fields
International. The head office will be located in Toronto and the executive
office in Johannesburg. The board of directors will include 4 appointees of
Franco-Nevada, 4 from Gold Fields and 4 management personnel. The experienced
management team, one of the youngest in the industry, will be drawn from both
companies. Mr. Schulich and Mr. Lassonde will serve as Co-Chairmen with a
particular focus on acquisition growth. Mr. Thompson will serve as President
and CEO.  Mr. Ian Cockerill and Mr. Nick Holland, COO and CFO, respectively,
of Gold Fields Limited, and Mr. Craig Haase, Chief Legal Officer for
Franco-Nevada, will all hold the same positions in the new company. The
company will have a primary listing on the Toronto Stock Exchange and will
apply to have its common shares listed on the New York, Johannesburg, Paris,
Brussels and Swiss Stock Exchanges.

The transaction, which will be immediately accretive to Franco-Nevada's
earnings and cash flow, is expected to be accounted for as a pooling of
interests under Canadian accounting rules. The merger and its terms and
conditions will be subject to the receipt of various approvals including,
specifically, from the South African Ministry of Finance; the South African
Reserve Bank; and the South African Securities Regulations Panel with regard,
inter alia, to the proposed Scheme of Arrangement and related circular; the
regulatory authorities in Canada; the Johannesburg Stock Exchange; 75% of the
voting shareholders of Gold Fields in respect of the Scheme of Arrangement;
the South African Courts; and confirmatory due diligence by June 30.
Franco-Nevada shareholders will vote on the name change and revised board
structure.

It is anticipated that information will be mailed to Gold Fields' shareholders
in July.  The Gold Fields and Franco-Nevada meetings are expected to be held
in August with an effective date to occur in September.  Gold Fields has
received irrevocable undertakings to vote in favour of the merger in respect
of 11% of its outstanding shares.

The merger agreement provides for a US $70 million (ZAR 488 million) break fee
and a 5% option on each company's stock payable only in the event that either
of the boards of directors withdraw their endorsement of the Scheme of
Arrangement or if a superior proposal is consummated within 12 months. 

National Bank Financial Inc. and Merrill Lynch & Co. have been engaged by
Franco-Nevada to review the merger from a financial point of view and to
assist Franco-Nevada's board of directors in their deliberations.  Deutsche
Bank AG and HSBC Group have been engaged by Gold Fields to review the merger
from a financial point of view for Gold Fields and to provide a fairness
opinion to the board of directors of Gold Fields as part of the approval
process for the Scheme of Arrangement. All the investment advisors will
co-operate in facilitating a positive vote on the proposed Scheme of
Arrangement from Gold Fields' shareholders.

Franco-Nevada is the leading precious metals royalty company and the fifth
largest gold company in the world by market capitalization. The company has
high margin profit producing properties and royalty interests in the world's
major gold camps plus a total royalty portfolio spanning five million acres in
six countries. Franco-Nevada has a proven track record of growing profits, is
completely unhedged and remains cash rich and debt-free.

Gold Fields is the second largest gold producer in South Africa and one of the
largest in the world. It has the second largest gold reserves and resources in
the industry and annual production in excess of 4 million ounces. Its South
African operations include the highest-grade mine in South Africa and the mine
with South Africa's highest productivities.  


Contact:

FRANCO-NEVADA:                                            GOLD FIELDS:

Seymour Schulich                                          Chris Thompson
Chairman and Co-Chief Executive Officer                   Chairman and Chief
Executive Officer
(416) 480-6491                                          
                                                          Willie Jacobsz
                                                          Investor Relations -
                                                          South Africa
Pierre Lassonde                                           (27 11) 644-2460
President and Co-Chief Executive Officer                     
(416) 480-6497                                            Cheryl A. Martin
                                                          Investor Relations- 
                                                          North America
                                                          (303) 796-8683

www.Franco-Nevada.com                                   www.goldfields.co.za

Current listings and symbols:

FRANCO-NEVADA:       TSE: FN
GOLD FIELDS:        JSE: GFI, NASDAQ: GOLD, BRUSSELS, PARIS and Swiss Stock
Exchange


END

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