Gold Fields to Acquire Yamana Gold
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 TO ACQUIRE YAMANA GOLD INC. – A COMBINATION FOR LONG-TERM VALUE
CREATION FOCUSED ON QUALITY GROWTH, FINANCIAL DISCIPLINE AND SHAREHOLDER
RETURNS
Highlights:
– Transaction creates a diversified top-4 gold global major with a diversified portfolio of high-
quality, long-life assets with tangible near and long-term growth opportunities
– Strengthened financial and operational capacity with complementary cash flow and growth
profiles
– Combined Group (as defined in paragraph 3) will be headquartered in Johannesburg with
operations across Canada, Australia, South America, Ghana and South Africa
– All share offer by Gold Fields at an Exchange Ratio (defined below) of 0.6 Gold Fields
Consideration Shares (defined below) for each Yamana Share (defined below) implying a
valuation for Yamana of USD6.7 billion
1. BACKGROUND
1.1 The Board of Directors of Gold Fields (the Gold Fields Board) is pleased to announce
that it has entered into a definitive agreement with Yamana Gold Inc. (Yamana) for Gold
Fields to acquire all the issued and outstanding common shares in the capital of Yamana
Inc. (Yamana Shares) in a share-for-share exchange transaction (the Transaction),
which values all of the issued and outstanding Yamana Shares at approximately USD6.7
billion based on the ten-day volume weighted average traded price (VWAP) of the Gold
Fields ADSs (as defined below) on the New York Stock Exchange (NYSE) of USD11.59
(equivalent to ZAR180.39 based on the prevailing daily USD/ZAR exchange rate on
Friday, 27 May 2022).
1.2 Pursuant to the terms of the Transaction, the consideration payable to the shareholders of
Yamana (Yamana Shareholders) at closing of the Transaction will consist of:
1.2.1 newly issued ordinary shares in Gold Fields (Gold Fields Shares); or
1.2.2 at the election of Yamana Shareholders, newly issued Gold Fields American
depositary shares, which each represent one Gold Fields Share (Gold Fields
ADSs, and together with the Gold Fields Shares to be issued as consideration under
the Transaction, the Gold Fields Consideration Shares),
in accordance with the fixed exchange ratio of 0.6 of a Gold Fields Consideration Share
(Exchange Ratio) for each Yamana Share outstanding at the effective time (Effective
Time) of the Transaction (the Transaction Consideration), subject to the fulfilment or
waiver, as the case may be, of the conditions precedent to the Arrangement Agreement
(as defined below) set out in paragraph 6 below (Conditions Precedent).
1.3 The Transaction will be implemented by way of a plan of arrangement of Yamana (the
Plan of Arrangement) under Section 192 of the Canada Business Corporations Act
(the CBCA) pursuant to an arrangement agreement entered into between Gold Fields and
Yamana dated 31 May 2022 (Arrangement Agreement) in terms of which, inter alia,
Yamana Shareholders will receive Gold Fields Consideration Shares in accordance with
the Exchange Ratio either in the form of Gold Fields Shares, which are listed on the
Johannesburg Stock Exchange (JSE), or Gold Fields ADSs, which are listed on the NYSE.
1.4 The Board of Directors of Yamana (Yamana Board) has unanimously approved the
Transaction and is recommending to Yamana Shareholders that they vote in favour of the
Transaction. In addition, all of the Directors of Yamana and Senior Officers of Yamana
have entered into binding voting support agreements with Gold Fields under which such
individuals have agreed to support and vote their Yamana Shares in favour of the
Transaction.
1.5 The Yamana Board has received fairness opinions from Canaccord Genuity Corp. and
Scotiabank that, as of the date of each such opinion, and based upon and subject to the
assumptions, limitations and qualifications stated in each such opinion, the Transaction
Consideration to be received by Yamana Shareholders is fair from a financial point of view
to Yamana Shareholders.
1.6 Following completion of the Plan of Arrangement, the Yamana Shares will be delisted from
the Toronto Stock Exchange (TSX), NYSE and London Stock Exchange (LSE), while the
listings of the Gold Fields Shares will continue on the JSE, and the listing of the Gold Fields
ADSs will continue as a secondary listing on the NYSE.
2. ABOUT YAMANA
2.1 Yamana is a leading Canada-based precious metals producer with significant gold and
silver production, development and exploration stage properties and land positions
throughout the Americas, including Canada, Brazil, Chile and Argentina.
2.2 The Yamana Shares are listed on the TSX, NYSE and the LSE.
2.3 Yamana is headquartered in Toronto, Canada. As set out in the following table, Yamana’s
total attributable production for the last twelve-month period (LTM) ended 31 March 2022
was 1,018 Koz and total proven and probable mineral reserves for the financial year ended
31 December 2021 was 32,155 Koz.
Proven & Probable
Reserves (Koz) as at LTM Production (Koz)
31 December 2021 as at 31 March 2022
Canadian Malartic
(50%)
Canada 1,767* 348*
Jacobina
2,938 190
Brazil
Cerro Moro
734 166
Argentina
El Peñón
1,300 233
Chile
Minera Florida 534 80
Proven & Probable
Reserves (Koz) as at LTM Production (Koz)
31 December 2021 as at 31 March 2022
Chile
Wasamac
1,910 -
Canada
Jeronimo (57%)
1,082* -
Chile
MARA (56.25%)
21,889* -
Argentina
Total 32,155 1,018
Source: Yamana public filings
Note: Represented in gold equivalent ounces (GEO) using long-term commodity price
forecasts of US$1,600/oz Au; US$20/oz Ag; US$3.50/lb Cu; US$9.63/lb Mo
* Represents Yamana’s percentage share ownership
3. RATIONALE FOR THE TRANSACTION
3.1 The Gold Fields Board believes that the Transaction significantly strengthens the ability of
the combined group (the Combined Group) to deliver on its three strategic pillars:
maximisation of asset potential; advancement of ESG commitment; and growth of the
value and quality of the portfolio of its assets. The Combined Group has the potential to
create significant long-term value for shareholders through greater scale, an industry-
leading portfolio, enhanced production profile with significant growth potential, operational
and geological synergies, and a strengthened financial profile for future growth and
shareholder returns.
3.2 The Transaction has a compelling rationale and is expected to provide considerable
benefits to the shareholders of Gold Fields (Gold Fields Shareholders), Yamana
Shareholders and the Combined Group’s employees and stakeholders. The Transaction
will bring together two highly complementary gold portfolios with an enhanced long-term
value proposition, centred around:
3.2.1 Growing the value and quality of our portfolio of assets with an industry-leading
combined portfolio of high-quality assets comparing favourably to the scale, cost
and life of the premium-rated majors, and an appropriate balance of existing
production with future growth;
3.2.2 Enhanced geographical diversification with a combined portfolio of high-quality
assets across the world’s premier mining jurisdictions in Canada, Australia, South
America, Ghana and South Africa, with risk mitigated through a balanced
geographical spread and majority exposure to OECD countries;
3.2.3 Strengthened financial position driven by Gold Fields and Yamana’s highly
complementary cash flow generation profiles with strong near-term operating
cash flows from producing assets, healthy balance sheets and staggered major
capital investment cycles providing the Combined Group with greater capacity to
fund its project pipeline without compromising balance sheet flexibility or
shareholder returns;
3.2.4 Industry-leading growth pipeline combining Gold Fields’s track record in portfolio
optimisation and project development with Yamana’s current assets and deep
pipeline with accelerated growth potential. The Combined Group will benefit from
the near-term growth of Gold Fields’ Salares Norte and South Deep mines, and
longer-term growth from Yamana’s Wasamac, Malartic Odyssey and MARA projects
as well as additional opportunities in Yamana’s high-quality exploration pipeline;
3.2.5 Complementary cultures and aligned strategic priorities with shared values as
disciplined, value-driven companies focused on operational delivery, capital
allocation, portfolio management responsible growth and shareholder returns
underpinned by a strong focus on people, particularly their safety, and upholding
leading sustainability and ESG performance. The Combined Group will continue to
commit to Gold Fields’ 2030 decarbonisation, environmental, safety and health,
diversity and stakeholder value creation targets; and
3.2.6 Initial target pre-tax synergies of approximately US$40 million per year
anchored in operational integration, as well as potential financing synergies and a
streamlining of overhead cost structures.
3.3 The Gold Fields Board believes that offering the Gold Fields Consideration Shares is the
best way to capture and unlock growth opportunities while still maintaining financial
flexibility, capital and operational discipline, and providing attractive returns to
shareholders. Strong near-term operating cash flows from Gold Fields’s producing assets
complement the manageable capital requirements of Yamana’s world class, high return
project portfolio, providing greater capacity to fund the combined growth pipeline internally
while maintain shareholder returns in line with its existing policy.
3.4 Yamana is a natural strategic fit for Gold Fields, with its high quality, diversified portfolio of
long life assets located in mining friendly rules-based jurisdictions across the Americas,
including its five producing mines and pipeline of development projects and exploration
properties and with a shared focus on health and safety and ESG performance. With the
combination of Yamana and Gold Fields’s portfolio of assets, Gold Fields will become a
new global gold major able to create value at every stage of its pipeline. The Combined
Group will maintain its presence in all regions while continuing to honour commitments to
stakeholders. Gold Fields believes the Transaction offers employees and communities
more opportunities in the long-term given its track record of ongoing investment in the
regions in which it operates.
3.5 Chris Griffith, Chief Executive of Gold Fields said: “Today we are announcing the
acquisition by Gold Fields of Yamana, two companies with complementary portfolios,
cultures and strategic priorities. The result is a combination with much greater capacity
and potential value than the sum of its parts. Each company brings with it a unique set of
skills and geological knowledge, enabling the Combined Group to enhance its assets over
the long-term more efficiently than they could as separate companies.
Today’s announcement is the result of a robust and extensive process carried out by Gold
Fields’ Board and management team to identify the optimum solution to support our
revised strategy. Yamana’s high-quality asset base in the Americas and strong
development and exploration pipeline will further diversify the geography of our portfolio,
creating a top-4 global gold major, well positioned to deliver long-term value creation.
Combined, Gold Fields will boast an industry leading portfolio of high-quality, long-life
flagship assets that span some the world’s most established gold mining jurisdictions.
Like Gold Fields, Yamana is focused on operational delivery, disciplined capital allocation,
portfolio management, maximising shareholder returns, and upholding leading
sustainability, safety and ESG performance. These shared priorities are foundational to
this Transaction.”
4. TRANSACTION CONSIDERATION
4.1 Subject to the terms and conditions of the Plan of Arrangement and the Arrangement
Agreement, the Transaction Consideration payable to Yamana Shareholders at closing of
the Transaction will consist of 0.6 Gold Fields Consideration Shares issued in exchange
for each Yamana Share held at the Effective Time and acquired by Gold Fields pursuant
to the Plan of Arrangement in accordance with the Exchange Ratio.
4.2 Based upon the ten-day VWAP price of the Gold Fields ADSs on the NYSE of USD11.59
(equivalent to ZAR180.39 based on the prevailing daily USD/ZAR exchange rate) on
Friday, 27 May 2022, being the last trading day on the NYSE prior to the date of this
announcement, the Transaction values the entire issued and outstanding Yamana Shares
at approximately USD6.7 billion. The Transaction Consideration represents a premium of
33.8% to the ten-day VWAP of the Yamana Shares on the NYSE of USD5.20 on such date
based on such Gold Fields ADS ten day VWAP of USD11.59.
4.3 Upon closing of the Transaction, it is anticipated that Gold Fields Shareholders and
Yamana Shareholders will own approximately 61% and 39% of the Combined Group,
respectively.
5. SALIENT TERMS OF THE TRANSACTION
5.1 The Transaction will be effected by way of the Plan of Arrangement under Section 192 of
the CBCA, pursuant to which all of the issued and outstanding Yamana Shares at the
Effective Time will be acquired by a wholly-owned indirect subsidiary of Gold Fields in
exchange for the Transaction Consideration to be settled by Gold Fields in the form of the
Gold Fields Consideration Shares. The Transaction will require the approval of at least
66?% of the votes cast by Yamana Shareholders on the special resolution of Yamana
Shareholders approving the Plan of Arrangement voting in person or represented by proxy
at a special meeting of Yamana Shareholders called to consider the Transaction (Yamana
Meeting). The Transaction will also require the approval of certain resolutions pertaining
to the implementation of the Transaction by Gold Fields Shareholders (the Gold Fields
Transaction Resolutions), including in respect of, inter alia, the issuance of the Gold
Fields Consideration Shares under the Transaction which requires the approval of at least
75% of the voting rights exercised on such resolution by Gold Fields Shareholders at an
extraordinary general meeting of Gold Fields Shareholders called to approve the
Transaction and matters related thereto (the Gold Fields General Meeting). The
Transaction is also subject to approval by the Ontario Superior Court of Justice
(Commercial List) (the Canadian Court), applicable stock exchange approval, applicable
regulatory approvals in a number of jurisdictions, including approval under the Competition
Act (Canada) and Investment Canada Act (Canada) and approval of the Financial
Surveillance Department of the South African Reserve Bank, and other closing conditions
customary in transactions of this nature, including the Conditions Precedent.
5.2 As Yamana will become a wholly-owned subsidiary of Gold Fields after the completion of
the Plan of Arrangement, Gold Fields will, in terms of paragraph 10.21 of Schedule 10 of
the JSE Listings Requirements, ensure that (i) the provisions of Yamana’s constitutional
documents do not frustrate Gold Fields in any way from compliance with its obligations in
terms of the JSE Listings Requirements, and (ii) nothing contained in Yamana’s
constitutional documents shall relieve Gold Fields from compliance with the JSE Listings
Requirements.
5.3 Further information regarding the implementation of the Transaction will be set out in the
materials to be issued by Gold Fields and Yamana in relation to the Transaction, including
in respect of the salient dates and times for the Transaction (the Transaction Materials).
5.4 The Arrangement Agreement includes reciprocal non-solicitation provisions (subject to
provisions allowing the Yamana Board or the Gold Fields Board to exercise their fiduciary
duties to change their recommendation and/or to enter into a permitted acquisition
agreement in certain circumstances), and rights to match superior proposals. In addition,
the Arrangement Agreement provides that, under certain circumstances, Gold Fields
would be entitled to a US$300 million termination fee and Yamana would be entitled to a
US$450 million termination fee.
5.5 Certain senior officers and all of the directors of each of Yamana and Gold Fields have
entered into voting support agreements with Gold Fields and Yamana, respectively,
agreeing to vote their Yamana Shares and Gold Fields Shares, respectively, in favour of
the Transaction. It is anticipated that both the Yamana Meeting and the Gold Fields
Meeting, and the closing and completion of the Transaction are expected to occur in the
second half of 2022 subject to and following the satisfaction of the Conditions Precedent
(the Effective Date). Following completion of the Transaction, the Gold Fields Shares will
continue to trade on the JSE and the Gold Fields ADSs will continue to be listed on the
NYSE, and the Yamana Shares will be delisted from each of the TSX, NYSE and LSE.
6. CONDITIONS PRECEDENT
6.1 The respective obligations of Gold Fields and Yamana to complete the Transaction are
subject to the fulfilment of each of the following Conditions Precedent on or before the
Effective Time, each of which may only be waived with the mutual consent of Gold Fields
and Yamana:
6.1.1 the special resolution of Yamana Shareholders approving the Transaction shall
have been duly approved by Yamana Shareholders at the Yamana Meeting in
accordance with an interim order of the Canadian Court (Interim Order) and
applicable law;
6.1.2 the Gold Fields Transaction Resolutions which are to be considered at the Gold
Fields General Meeting, shall have been duly approved at such meeting in
accordance with applicable law;
6.1.3 the Interim Order and, after a hearing upon the procedural and substantive fairness
of the terms and conditions of the Plan of Arrangement, the final order, shall each
have been obtained on terms consistent with the Arrangement Agreement and in
form and substance acceptable to each of Gold Fields and Yamana, each acting
reasonably, and shall not have been set aside or modified in a manner unacceptable
to Gold Fields or Yamana, each acting reasonably, on appeal or otherwise;
6.1.4 no governmental entity shall have enacted, issued, promulgated, enforced or
entered into any order or law that has the effect of making the Transaction illegal or
otherwise preventing or prohibiting consummation of the Transaction;
6.1.5 the Gold Fields Consideration Shares to be issued pursuant to the Transaction shall,
subject to customary conditions, have been approved for listing on the JSE and
accepted for settlement in the electronic settlement system operated by STRATE
Proprietary Limited and the Gold Fields ADSs to be issued pursuant to the
Transaction shall, subject to customary conditions, have been approved for listing
on the NYSE;
6.1.6 all of the Key Regulatory Approvals (as defined, and set out, in the Arrangement
Agreement) shall have been obtained; and
6.1.7 the Gold Fields Consideration Shares to be issued pursuant to the Transaction shall
be exempt from the registration requirements of the U.S. Securities Act of 1933 as
amended (the U.S. Securities Act), pursuant to Section 3(a)(10) thereof.
6.2 As part of the Conditions Precedent, the Arrangement Agreement includes certain
additional conditions to the obligations of each of Yamana and Gold Fields, which are
customary for transactions of this nature and, include, inter alia, conditions with respect to
the ongoing truth and correctness of the representations and warranties of the other party
as set out in the Arrangement Agreement, the material compliance of the other party with
its covenants as set out in the Arrangement Agreement, and no material adverse effect
having occurred in respect of the other party, the details of which will be set out in the
Transaction Materials.
6.3 Gold Fields and Yamana have committed to using their commercially reasonable, best
efforts to cooperate and engage with the relevant authorities and affected stakeholders in
order to ensure that the Conditions Precedent are fulfilled as soon as possible to enable
the Transaction to be completed.
7. FINANCIAL INFORMATION
Yamana’s reported net value of assets and its profit after tax, as disclosed in its unaudited results
for the first quarter ended 31 March 2022, prepared in accordance with IFRS, were USD5,253.9
million and USD55.3 million, respectively.
8. CATEGORISATION
8.1 The Transaction is classified as a Category 1 transaction in terms of section 9 of the JSE
Listings Requirements and requires Gold Fields Shareholders to approve the Gold Fields
Transaction Resolutions, which include, inter alia, approval of the Transaction pursuant to
Section 9 of the JSE Listings Requirements.
8.2 A circular to Gold Fields Shareholders will be posted to Gold Fields Shareholders in due
course as envisaged in the JSE Listings Requirements and the South African Companies
Act, 71 of 2008, as amended, containing the applicable disclosures in respect of the
Transaction and incorporating the notice convening the Gold Fields General Meeting
where Gold Fields Shareholders will be requested to consider and, if deemed fit, adopt the
Gold Fields Transaction Resolutions with or without modification.
9. INVESTOR PRESENTATION
NOTICE OF INVESTOR CONFERENCE CALL: An investor conference call and presentation
on the Transaction is available to all interested parties via live webcast today at 1:00pm UK time
/ 2:00pm South Africa / 8.00am Eastern Time, via www.newgoldmajor.com or per the link and
numbers below. A replay of the webcast will be available after the completion of the call and will
remain available for an extended period.
https://broadcaster-audience.mediaplatform.com/#/event/628fe34440a1834ffa25891b
UK & International +44 (0) 33 0551 0200
UK Toll Free 0808 109 0700
North America Toll +1 212 999 6659
North America Toll Free 1 866 966 5335
South Africa Toll +27 (0) 11 589 8302
South Africa Toll Free 0 800 980 512
Brazil & South America: +55 11 4700 3774
Canada Toll Free: 1 866 378 3566
NOTICE OF MEDIA CALL: Gold Fields CEO, Chris Griffith will host a media conference call at
12:15pm UK time / 1:15pm South Africa / 7:15am Eastern Time today. Callers are advised to dial
in 5 minutes prior to the start time. Dial in details are as follows:
UK & International +44 (0) 33 0551 0200
UK Toll Free 0808 109 0700
North America Toll +1 212 999 6659
North America Toll Free 1 866 966 5335
South Africa Toll +27 (0) 11 589 8302
South Africa Toll Free 0 800 980 512
Brazil & South America: +55 11 4700 3774
Canada Toll Free: 1 866 378 3566
For further information, please visit the dedicated Transaction microsite www.newgoldmajor.com
Johannesburg
31 May 2022
Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
South African Legal Counsel: Webber Wentzel
U.S. and International Legal Counsel: Linklaters LLP
Canadian Legal Counsel: Fasken Martineau DuMoulin LLP
About Gold Fields
Gold Fields Limited is a globally diversified gold producer with nine operating mines and projects in
Australia, Chile, Ghana, Peru and South Africa, including the Asanko Joint Venture in Ghana, with total
attributable annual gold-equivalent production of approximately 2.3Moz. It has attributable gold Mineral
Reserves of around 47.4Moz and gold Mineral Resources of around 94.1Moz (including reserves).
Attributable copper Mineral Reserves total 474 million pounds and Mineral Resources 742 million
pounds (including reserves). Gold Fields has a primary listing on the JSE, with a secondary listing on
the NYSE.
Important Information
Further information pertaining to the Transaction will be provided in due course pursuant to the
documentation to be released by Gold Fields and Yamana in relation to the Transaction (the
Transaction Documents). Investors are advised to read the Transaction Documents, which will contain
the terms and conditions of the Transaction, with care and in full. Any decision or analysis of and/or
election in respect of the Transaction, and/or other matters dealt with in the Transaction Documents
should be made only on the basis of such information.
Any financial adviser of Gold Fields is acting exclusively for Gold Fields and no one else in connection
with the Transaction. No financial adviser will regard any other person as its client in relation to the
Transaction and will not be responsible to anyone other than Gold Fields for providing the protections
afforded to its client nor for giving advice in relation to the Transaction or any other transaction or
arrangement referred to in this announcement.
No representation or warranty, express or implied, is made or given, and no responsibility is accepted,
by or on behalf of any financial adviser or any of its affiliates or any of its respective directors, officers
or employees or any other person, as to the accuracy, completeness, fairness or verification of the
information or opinions contained this announcement and nothing contained in this announcement is,
or shall be relied upon as, a promise or representation by any financial adviser or any of their respective
affiliates as to the past or future. Accordingly, any financial advisers and its affiliates and respective
directors, officers and employees disclaim, to the fullest extent permitted by applicable law, all and any
liability, whether arising in tort or contract or that they might otherwise be found to have in respect of
this announcement and/or any such statement.
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 available exemption from such registration
requirements of the U.S. Securities Act provided for by Section 3(a)(10) thereunder and in accordance
with the 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.
Forward-looking statements
This announcement contains “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 which are intended to be
covered by the safe harbor created by such sections and other applicable 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 and closing of
the Transaction, including receipt of required approvals and satisfaction of other customary closing
conditions; anticipated Transaction synergies; estimates of future production; estimates of future costs
applicable to sales and all-in sustaining costs; estimates of future growth rates; climate-related
statements, targets and metrics, expectations regarding future exploration and the development, growth
and potential of the Combined Group’s operations, project pipeline and investments, including, without
limitation, project returns, capital costs, capital intensity, annual production, and feasibility study
schedules; expectations of future dividends and returns to shareholders; expectations of future free
cash flow generation, liquidity, balance sheet strength and credit ratings; expectations of future plans
and benefits; expectations regarding mineral reserves and mineral resources, grade and recoveries;
estimates of future closure costs and liabilities; the Combined Group constituting a new senior gold
producer and the attributes thereof; leadership in sustainability and the ability to develop the MARA
project. 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’s and Yamana’s operations and projects being consistent with current expectations and mine
plans; 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’s 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’s 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 authorization that may be required for the
Transaction is not obtained or is obtained subject to conditions that are not anticipated; 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’s 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 are described in its filings with
the JSE and the United States Securities and Exchange Commission, including the Gold Fields’s
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). These forward-looking
statements speak only as of the date they are made. Readers are cautioned not to place undue reliance
on such statements. 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.
Date: 31-05-2022 07:18:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |