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Abonner IAMGOLD Corporation and Gold Fields Limited

IAMGOLD Corporation and Gold Fields Limited

Gold Fields Limited - IAMGold Corporation - Creation of Gold Fields International - Modified Terms Announced

Toronto, Canada and Johannesburg, South Africa, November 30
(ots/PRNewswire)

Gold Fields Limited (JOSE, NYSE:GFI) ("Gold Fields") and IAMGOLD Corporation (TSX:IMG; AMEX:IAG) ("IAMGold") today announced that they have modified the terms on which the assets of Gold Fields' subsidiaries outside of the Southern African Development Community (the "SADC") will be combined with IAMGold (the "Transaction"). The Transaction is structured as a reverse takeover of IAMGold by Gold Fields.

The parties have agreed that the cash contribution from Gold
Fields' subsidiaries to Gold Fields International will be reduced by
US$200m. The other terms of the Transaction remain unchanged,
including:
- Gold Fields will own 70 percent of the share capital of the enlarged
      company, to be renamed Gold Fields International.
    - Gold Fields will have the right to nominate seven out of the ten board
      positions.
    - IAMGold will have the right to nominate three out of the ten board
      positions.
    - Eligible IAMGold shareholders (other than Gold Fields) will receive a
      special cash dividend of C$0.50 per IAMGold share.
This modification follows extensive canvassing of shareholder
opinion by both companies that confirms continuing strong support for
Gold Fields' international growth strategy underpinning the reverse
takeover of IAMGold. However, following the announcement of the
relaxation of South African exchange controls, the launch of
Harmony's hostile offer and Norilsk Nickel's stated intention to vote
against the Transaction, questions were raised as to whether the
original terms of the Transaction, which were warmly received at the
time of their original announcement, were still appropriate in the
light of changed circumstances.
The proposed changes to South African exchange controls will
facilitate the growth strategy being pursued through the creation of
Gold Fields International. However, while the changes and the
advantages their removal brings are helpful, the strategic rationale
for the transaction remains sound: only a North American listed
vehicle with direct access to international equity and debt markets
will be able to compete more effectively on a global stage and
deliver the aggressive growth that Gold Fields plans.
    Ian Cockerill, Chief Executive Officer of Gold Fields, stated,
    "We firmly believe that the creation of Gold Fields International through
    the reverse takeover of IAMGold represents an excellent opportunity to
    accelerate our international growth strategy. Limited discussions with
    South African institutional shareholders holding approximately 18% of the
    outstanding shares of Gold Fields, indicate a 78% support level for the
    Transaction with the modified terms. We urge all shareholders to vote in
    favour of the Transaction at the meeting on 7th December."
    Joe Conway, President and Chief Executive Officer of IAMGold, commented,
    "Over US $300 million dollars in value has been lost by IAMGold
    shareholders since the announcement of Harmony's hostile takeover offer.
    By Gold Fields contributing less cash it has satisfied many of it's South
    African shareholders' concerns without affecting Gold Fields
    International's prospects as a strong international gold producer with
    financial strength and organic growth."
As before, IAMGold will issue to Gold Fields or its subsidiaries,
subject to adjustment based on the total net cash contributed by Gold
Fields to its offshore subsidiaries, 351,690,218 fully paid common
shares in consideration for Gold Fields' subsidiaries non-SADC
assets. The Transaction will result in Gold Fields owning
approximately 70 percent of the fully diluted equity of the enlarged
company.
The Transaction remains subject to approval by both IAMGold and
Gold Fields shareholders and satisfaction of certain other conditions
precedent. The Gold Fields shareholder meeting is scheduled for 7
December and the vote in respect of the modified Transaction must
occur on such date. The IAMGold shareholder meeting, originally
scheduled for 7 December, will be adjourned to a date not later than
17 December and a supplement to IAMGold's management information
circular for the meeting will be mailed to IAMGold shareholders
shortly.
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.
A conference call with Joseph Conway, President and CEO, to
discuss the modified terms and respond to questions will take place
at 10:30am. Local call-in number: +1-416-640-4127 and N.A. toll-free:
1-800-814-4859.
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.

Contact:

For further information: Enquiries - Gold Fields: Willie Jacobsz,
+27-82-493-1377; Cheryl Martin, +1-303-796-8683; IAMGOLD: Tom Atkins,
+1-416-360-4710, toll-free +1-888-IMG-9999; Larry Phillips,
+1-416-360-4719, toll-free: +1-888-IMG-9999