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IAMGOLD Corporation

Signing of the Definitive Agreement Between Gold Fields Limited and IAMGOLD Corporation

Toronto, Canada and Johannesburg, South Africa (ots/PRNewswire)

Further to the announcement of August 11, 2004, Gold Fields Limited
(JSE: GFI) (NYSE: 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: www.goldfields.co.za; or IAMGOLD's website: 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
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.
%SEDAR: 00009025E

Contact:

For further information: 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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  • 11.08.2004 – 15:58

    IAMGOLD Announces Transaction to Create Gold Fields International

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