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IAMGOLD and Gold Fields Limited

Combination of Gold Fields' International Assets With IAMGOLD to Create a Major New Gold Producer

Toronto and Johannesburg (ots/PRNewswire)

Gold Fields Limited
(JSE, NYSE: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
Following completion of the transaction, IAMGOLD will be renamed
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:
or .
In South Africa the market presentation will be broadcast live on
Summit TV.
  • 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 realised 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 maximise 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
pre-eminent 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 CDN$75 million (US$57
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
Gold Fields, in order to maintain a shareholding of at least 50.1%
per cent 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% per cent 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
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
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
Gold Fields web site:
IAMGOLD website:
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 US 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, 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 recognised and required by Canadian
regulations, the SEC does not recognise 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
summarising 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: .
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
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.


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)