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Gold Road acquisition conditions precedent met and successful execution of Northern Star share sale
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" or the "Group")
COMPLETION OF CONDITIONS PRECEDENT WITH RESPECT TO ACQUISITION OF GOLD ROAD
RESOURCES AND SUCCESSFUL EXECUTION OF NORTHERN STAR SHARE SALE
Gold Fields is pleased to announce that Gold Road Resources Limited ("Gold Road")
has received the requisite majority of votes from its shareholders in favour of the
proposed acquisition of 100% of the issued and outstanding share capital of Gold
Road by Gruyere Holdings Pty Ltd (a wholly-owned subsidiary of the Company)
("Gruyere") by way of an Australian scheme of arrangement ("Scheme"),
("Transaction"). The Supreme Court of Western Australia ("Court") has also
subsequently made orders approving the Scheme and these orders have been lodged
with the Australian Securities and Investments Commission. Consequently, all
conditions precedent in respect of the Transaction have now been met and the Scheme
has become effective as of today, 26 September 2025.
Under the terms of the Scheme, Gold Road shareholders are entitled to receive a
final cash consideration equivalent to the value of A$3.06423 per Gold Road share
("Scheme Consideration"), comprising of the following:
• a fixed cash portion of A$2.52 for each Gold Road share ("Fixed Cash
Consideration"), less the fully franked special dividend of A$0.43694 per
Gold Road share that was declared by the Gold Road Board on 16 September
2025(1), resulting in a final Fixed Cash Consideration portion of A$2.08306
per Gold Road share; and
• a variable cash consideration, which has now been calculated and is the amount
equal to each Gold Road shareholder's pro rata proportion of the value of
Gold Road's shareholding in Northern Star Resources Ltd ("Northern Star")
determined by the volume weighted average price of Northern Star shares traded
on the ASX during the 5 trading days up to and including 25 September 2025,
being the date immediately prior to the Scheme becoming effective ("Variable
Cash Consideration"). Consequently, the final Variable Cash Consideration
amounts to A$0.98117 per Gold Road share(2).
The Scheme Consideration values Gold Road's equity at approximately A$3.3bn
(excluding the special dividend) and implies a total enterprise value of
approximately A$2.6bn(3).
For further details on Gold Road's shareholder vote, the Court approval of the
Scheme, and the Scheme becoming effective, Gold Fields' shareholders are referred
to the announcements published by Gold Road, available on their website at
https://goldroad.com.au/.
It is expected that the Scheme will be implemented on 14 October 2025
("Implementation Date") and that the Scheme Consideration will be paid to eligible
Gold Road shareholders on the Implementation Date.
Gold Fields is also pleased to announce the successful monetisation of the
underlying shares acquired by Gruyere in Northern Star under the Scheme. Following
receipt of the Court approval for the Scheme and the finalisation of the Scheme
Consideration, Gold Fields, via Gruyere, entered into a Share Forward Transaction
("Equity Forward") with J.P. Morgan Securities plc ("J.P. Morgan Securities"),
pursuant to which Gruyere has agreed to sell the shares in Northern Star which it
will acquire as part of the Transaction. In connection with the Equity Forward,
J.P. Morgan Securities has sold Northern Star shares by way of a block trade at a
price of A$22.05 per Northern Star share, for total proceeds of A$1.1bn under the
Equity Forward. Upon receipt by Gruyere these proceeds will be utilised to repay a
portion of the acquisition financing bridge facility that will be drawn upon to
fund the Transaction.
Mike Fraser, Chief Executive Officer of Gold Fields said:
"We welcome the achievement of these key milestones in Gold Fields' acquisition of
Gold Road.
This acquisition is a strategically logical, low risk opportunity to further improve
the quality of our portfolio through consolidation of a high-quality asset that we
already operate. We appreciate the partnership we have had with Gold Road and look
forward to further developing the potential of the Gruyere gold mine and Gold Road's
exploration packages to the benefit of Gold Fields' shareholders."
(1) Fully franked special dividend of $0.43694 per Gold Road share to be paid to Gold Road
shareholders on Tuesday, 7 October 2025 (Special Dividend)
(2) Based on a 5-day VWAP of Northern Star shares of $21.77, being the applicable 5-day VWAP for
Northern Star shares during the 5 trading days up to and including 25 September 2025, being the
date immediately prior to the Scheme becoming effective
(3) Enterprise value based on market data as at 25 September 2025, which included Northern Star
stake of A$1,116 million, other listed investments of A$17 million, cash and cash equivalents
of A$232 million as at 30 June 2025, and a special dividend of A$478 million to be paid Tuesday,
7 October 2025
ENDS
26 September 2025
For investor enquiries contact:
Jongisa Magagula
Tel: +27 11 562 9775
Mobile: +27 82 562 5288
Email: Jongisa.Magagula@goldfields.com
Thomas Mengel
Tel: +27 11 562 9849
Mobile: +27 72 493 5170
Email: Thomas.Mengel@goldfields.com
For media enquiries contact:
Claire Walker
Tel: +61 447 391 261
Email: Claire.Walker@goldfields.com
VECTOR Advisors (Australia)
John Gardner
Mobile: +61 413 355 997
Matt Worner
Mobile: +61 429 522 924
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Financial advisor to Gold Fields
J.P. Morgan
Legal advisors to Gold Fields
Herbert Smith Freehills Kramer (Australia)
Webber Wentzel (South Africa)
Media advisor to Gold Fields
VECTOR Advisors (Australia)
About Gold Fields
Gold Fields is a globally diversified gold producer with nine operating mines in
Australia, South Africa, Ghana, Chile and Peru and one project in Canada. We have
total attributable annual gold-equivalent production of 2.1Moz, proved and probable
gold Mineral Reserves of 44.3Moz, measured and indicated gold Mineral Resources of
30.4Moz (excluding Mineral Reserves) and inferred Gold Mineral Resources of 11.6Moz
(excluding Mineral Reserves). Our shares are listed on the Johannesburg Stock
Exchange (JSE) and our American depositary shares trade on the New York Exchange
(NYSE).
Forward-looking statements
This announcement contains forward-looking statements. All statements other than
statements of historical fact included in this announcement may be forward-looking
statements. Forward-looking statements may be identified by the use of words such
as "aim", "anticipate", "will", "would", "expect", "may", "could", "believe",
"target", "estimate", "project" and words of similar meaning.
These forward-looking statements, including among others, those relating to the
implementation of the Transaction, Gold Fields' future business strategy,
development activities and other initiatives, business prospects, financial
positions, production and operational guidance are necessary estimates reflecting
the best judgement of the senior management of Gold Fields and involve a number of
risks and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and
circumstances and should be considered in light of various important factors,
including those set forth in Gold Fields' Integrated Annual Report 2024 filed with
the Johannesburg Stock Exchange and annual report on Form 20-F filed with the United
States Securities and Exchange Commission (SEC) on 27 March 2025 (SEC File no. 001-
31318). Readers are cautioned not to place undue reliance on such statements. These
forward-looking statements speak only as of the date they are made. Gold Fields
undertakes no obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this announcement or to reflect the occurrence of unanticipated events. These
forward-looking statements have not been reviewed or reported on by Gold Fields'
external auditors.
Date: 26-09-2025 07:55:00
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