Gold Fields Provides Update On Proposed Yamana Gold Acquisition
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
JSE, NYSE, DIFX Share Code: GFI
ISIN Code: ZAE000018123
(Gold Fields or the Company)
GOLD FIELDS PROVIDES UPDATE ON PROPOSED YAMANA GOLD ACQUISITION
Shareholders are referred to the announcements published by Gold Fields on 31 May 2022 and 11 July
2022, and the further update published on 4 October 2022 (Initial Announcements) regarding the
proposed acquisition of all the outstanding common shares of Yamana Gold Inc. (Yamana) pursuant
to a plan of arrangement (the Transaction). Capitalised terms not defined in this announcement have
the meaning given to such terms in the Initial Announcements or the Gold Fields Circular, as applicable.
Gold Fields is pleased to announce that following the formal approval of the Gold Fields Circular by the
JSE Limited, the Gold Fields Circular was made available on our website (www.goldfields.com) after
the close of the South African, New York and Canadian markets on Friday, 21 October 2022, which
coincided with the publication of the Yamana Circular as announced by Yamana on Friday, 21 October
2022.
A further announcement will be published today, on Monday, 24 October 2022, in connection with the
posting of the Gold Fields Circular and related notice to Gold Fields Shareholders convening the Gold
Fields General Meeting, as well as the salient dates and times in respect of the implementation of the
Transaction.
The salient dates and times applicable to the Transaction are set out below:
2022
Record date to determine which Gold Fields Shareholders are Friday, 14 October
eligible to receive the Circular
Circular posted to Gold Fields Shareholders and announcement Monday, 24 October
regarding distribution of the Notice of General Meeting and form of
proxy published on SENS and on Gold Fields' website on
Last day to trade in Gold Fields Shares in order to be recorded in the Tuesday, 8 November
Gold Fields register to attend, participate in and vote at the Gold
Fields General Meeting on
Record date for Gold Fields Shareholders to be recorded in the Gold Friday, 11 November
Fields register in order to be eligible to attend, participate in and vote
at the Gold Fields General Meeting by close of trade on
Voting cut-off date for receipt of voting instructions from Gold Fields Tuesday, 15 November
ADS holders on
Last day and time to lodge forms of proxy with Gold Fields's transfer Friday, 18 November
secretaries by 12:00 on (refer to note 2 below)
2022
Yamana Meeting held on Monday, 21 November
Forms of proxy not lodged with the transfer secretaries to be emailed Tuesday, 22 November
to the chairperson of the Gold Fields General Meeting at any time
before the proxy exercises any rights of the Gold Fields Shareholder
at the Gold Fields General Meeting at 10:00 on
Gold Fields General Meeting to be held at 12:00 on Tuesday, 22 November
Results of the Gold Fields General Meeting released on SENS on or Tuesday, 22 November
about
Final order hearing in respect of Yamana on Wednesday, 23 November
Effective Date on or before Wednesday, 30 November
Notes:
1. The above dates and times may be amended, subject to the approval of the JSE, if required. Any such amendment will
be released on SENS.
2. A Gold Fields Shareholder may submit a form of proxy at any time before the commencement of the Gold Fields General
Meeting (or any adjournment or postponement of the Gold Fields General Meeting) or email it to the chairperson of the
Gold Fields General Meeting before the appointed proxy exercises any of the relevant Gold Fields Shareholder's rights
at the Gold Fields General Meeting (or any adjournment or postponement of the Gold Fields General Meeting), provided
that should a Gold Fields Shareholder lodge a form of proxy with the transfer secretaries less than 48 hours (excluding
Saturdays, Sundays and gazetted, national public holidays) before the Gold Fields General Meeting, such Gold Fields
Shareholder will also be required to furnish a copy of such form of proxy to the chairperson of the Gold Fields General
Meeting before the appointed proxy exercises any of such Gold Fields Shareholder's rights at the Gold Fields General
Meeting (or adjourned or postponed Gold Fields General Meeting).
3. If the Gold Fields General Meeting is adjourned or postponed, forms of proxy submitted for the initial Gold Fields General
Meeting will remain valid in respect of any adjournment or postponement of the Gold Fields General Meeting.
4. There will be no rematerialisation or dematerialisation between Wednesday, 9 November 2022, and Friday, 11 November
2022, both days inclusive, as the Gold Fields register will be closed for this period.
5. Although the important dates and times are stated to be subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which may be required in terms of the South African Companies
Act and the JSE Listings Requirements, where applicable, and any such consents or dispensations must be specifically
applied for and granted.
6. All dates and times indicated above are South African Standard Time, unless otherwise specified.
7. For the timetable relating to Gold Fields ADSs, Gold Fields ADS holders should refer to the notice and instructions
provided by the Bank of New York Mellon, being the depositary in respect of the Gold Fields ADS Program.
Shareholders are reminded that the Gold Fields Meeting is expected to be held on Tuesday, 22
November 2022, following the Yamana Meeting on Monday, 21 November 2022.
Gold Fields is also pleased to advise Shareholders that it has received approval of the Transaction from
the Government of Canada pursuant to the Investment Canada Act.
For further information, please visit the Gold Fields' website at www.goldfields.com.
Johannesburg
24 October 2022
Lead Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA
Securities
Financial Advisor: J.P. Morgan Chase Bank, NA., Johannesburg Branch
South African Legal Counsel: Webber Wentzel
U.S. and International Legal Counsel: Linklaters LLP
Canadian Legal Counsel: Fasken Martineau DuMoulin LLP
Notes to editors
About Gold Fields
Gold Fields Limited is a globally diversified gold producer with nine operating mines in Australia, Peru,
South Africa, and West Africa (including the Asanko Joint Venture) and one project in Chile. Gold Fields
has total attributable annual gold-equivalent production of 2.34Mo, attributable gold-equivalent Mineral
Reserves of 48.6Moz and gold Mineral Resources of 111.8Moz. Gold Fields’ shares are listed on the
Johannesburg Stock Exchange (JSE) and its American depositary shares trade on the New York Stock
Exchange (NYSE).
About Yamana Gold
Yamana is a Canadian-based precious metals producer with significant gold and silver production,
development stage properties, exploration properties, and land positions throughout the Americas,
including Canada, Brazil, Chile, and Argentina.
For more information, please contact:
Gold Fields Investors and Media
Avishkar Nagaser, EVP, Investor Relations and Corporate Affairs
Tel: +27 11 562 9775; Mobile: +27 82 312 8692
Email: Avishkar.Nagaser@goldfields.com
Thomas Mengel, Manager, Investor Relations
Tel: +27 11 562 9849; Mobile: +27 72 493 5170
Email: Thomas.Mengel@goldfields.com
Media
Brunswick Group (Communications advisor to Gold Fields)
Johannesburg: Timothy Schultz; Tel: +27 82 309 2497
London: Pip Green / Nick Bias / Tom Pigott; Tel: +44 20 7404 5959
North America: Emily Levin / Nikki Ritchie; Tel: +1 202 617 8582 / Tel: +1 845 682 9850
Important Information
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting, or other professional advice.
No Offer or Solicitation
This announcement is for information purposes only and does not constitute or form part of any offer to
sell or issue or any solicitation of any offer to buy or subscribe for any securities in the United States or
any other jurisdiction. This announcement does not constitute a prospectus or other offering document.
No securities have been or will be registered under the U.S. Securities Act, or the securities laws of any
state of the United States or any other jurisdiction, and any securities issued in connection with the
Transaction are anticipated to be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act provided for by Section 3(a)(10) thereof and in accordance with
applicable state securities laws. No public offering of securities is being made in any jurisdiction where
such an offering would be unlawful. The distribution of this announcement may be restricted by
applicable laws and regulations. Persons who are physically located in those jurisdictions and in which
this announcement is circulated, published, or distributed must inform themselves about and observe
such restrictions.
The information contained in this announcement does not constitute or form a part of any offer to the
public for the sale of, or subscription for, or an invitation, advertisement, or the solicitation of an offer to
purchase and/or subscribe for, securities as defined in and/or contemplated by the South African
Companies Act, No. 71 of 2008 (South African Companies Act). Accordingly, this announcement
does not, nor does it intend to, constitute a “registered prospectus” or an advertisement relating to an
offer to the public, as contemplated by the South African Companies Act and no prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this announcement.
The information contained in this announcement constitutes factual information as contemplated in
Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended (FAIS Act) and should not be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of any securities referred to in this announcement or
in relation to the business or future investments of Gold Fields and/or Yamana, is appropriate to the
particular investment objectives, financial situations or needs of a prospective investor, and nothing
contained in this announcement should be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa. Gold Fields is not a financial services provider
licensed as such under the FAIS Act.
The information contained within this announcement is deemed to constitute inside information for the
purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). Upon publication of this announcement, this information is
now considered in the public domain.
This announcement is not for release, publication, or distribution, in whole or in part, in or into any
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
No shares are being offered to the public by means of this announcement. This announcement does
not constitute or form part of, and should not be construed as, any offer, invitation or recommendation
to purchase, sell or subscribe for any securities or the solicitation of any vote for approval in any
jurisdiction and neither the issue of the information nor anything contained herein shall form the basis
of or be relied upon in connection with, or act as an inducement to enter into, any investment activity,
or the making of any investment decision.
Forward-looking Statements
This announcement contains “forward-looking statements” and “forward-looking information” under
applicable securities laws. Where a forward-looking statement expresses or implies an expectation or
belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, such statements are subject to risks, uncertainties, and other
factors, which could cause actual results to differ materially from future results expressed, projected, or
implied by the forward-looking statements. Undue reliance should not be placed on such statements.
Forward-looking statements often address our expected future business and financial performance and
financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “will,” “would,”
“estimate,” “expect,” “goal,” “believe,” “target,” “indicative,” “preliminary,” or “potential.” Forward-looking
statements in this announcement may include, without limitation: statements relating to the Transaction
and the expected terms, timing of the Yamana and Gold Fields meetings and the anticipated publication
of the Gold Fields Circular and Transaction-related announcements. Estimates or expectations of future
events or results are based upon certain assumptions, which may prove to be incorrect. Such
assumptions, include, but are not limited to: there being no significant change to current geotechnical,
metallurgical, hydrological and other physical conditions at Gold Fields and Yamana’s properties and
operations; permitting, development, operations and expansion of Gold Fields’ and Yamana’s
operations and projects being consistent with current expectations and mine plans; the TSX approving
Gold Fields’ listing application; attaining the necessary normalised earnings to enable Gold Fields to
pay the expected; political developments in any jurisdiction in which Gold Fields or Yamana operate
being consistent with current expectations; certain exchange rate assumptions for the Australian dollar,
South African rand or the Canadian dollar to the U.S. dollar, as well as other exchange rates being
approximately consistent with current levels; certain price assumptions for gold, copper, silver, zinc,
molybdenum and oil; prices for key supplies being approximately consistent with current levels; the
accuracy of current mineral reserve and mineral resource estimates; and other planning assumptions.
Risks relating to forward-looking statements in regard to Gold Fields’ and Yamana’s business and future
performance may include, but are not limited to, volatility in the price of gold and other metals, currency
fluctuations, operational risks, supply chain shortages, rising inflation, increased production costs and
variances in ore grade or recovery rates from those assumed in mining plans, political and country risk,
community relations, increased regulation of environmental and sustainability matters, the impact of
climate change on Gold Fields’ and Yamana’s operations, conflict resolution governmental regulation
and judicial outcomes and other risks. In addition, material risks that could cause actual results to differ
from forward-looking statements include: the inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Gold Fields’ and Yamana’s businesses; the risk
associated with Gold Fields’ and Yamana’s ability to obtain required shareholder approval of the
Transaction; timing of completion of the Transaction, including the risk that the conditions to the
Transaction are not satisfied on a timely basis or at all and the failure of the Transaction to close for
any other reason; the risk that a consent or authorisation that may be required for the Transaction is
not obtained or is obtained subject to conditions that are not anticipated; the risk that the TSX approval
for the listing is not obtained; the risk that earnings are not as expected; the outcome of any legal
proceedings that may be instituted against the parties and others related to the arrangement agreement;
unanticipated difficulties or expenditures relating to the Transactions, the response of business partners
and retention as a result of the announcement and pendency of the Transactions; potential volatility in
the price of the Gold Fields Shares or Gold Fields ADSs due to the Transaction; the anticipated size of
the markets and continued demand for Gold Fields’ and Yamana’s resources and the impact of
competitive responses to the announcement of the Transaction; and the diversion of management time
on Transaction-related issues.
Further details of potential risks and uncertainties affecting Gold Fields and Yamana are described in
Gold Fields’ filings with the JSE and the United States Securities and Exchange Commission, including
the Gold Fields’ Integrated Annual Report 2021 and annual report on Form 20-F filed with the United
States Securities and Exchange Commission on 31 March 2022 (SEC File no. 001-31318) and
Yamana’s most recent annual information form as well as its other filings made with the securities
regulatory authorities in all provinces of Canada and available at www.sedar.com, and Yamana’s most
recent annual report on Form 40-F filed with the United States Securities and Exchange Commission.
Gold Fields is not affirming or adopting any statements or reports attributed to Yamana in this
announcement or made by Yamana outside of this announcement. These forward-looking statements
speak only as of the date they are made. Gold Fields does not undertake any obligation to publicly
release revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect
events or circumstances after the date of this announcement, or to reflect the occurrence of
unanticipated events, except as may be required under applicable securities laws. Shareholders should
not assume that any lack of update to a previously issued "forward-looking statement" constitutes a
reaffirmation of that statement.
Date: 24-10-2022 07:05:00
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