Gold Fields completes transaction to acquire Osisko Mining Inc consolidating 100% ownership of the Windfall Project
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 COMPLETES TRANSACTION TO ACQUIRE OSISKO MINING INC
CONSOLIDATING 100% OWNERSHIP OF THE WINDFALL PROJECT
Gold Fields is pleased to announce completion of the transaction
to acquire Osisko Mining Inc ("Osisko"). This follows signing of a
definitive agreement between Gold Fields and Osisko, for Gold
Fields to acquire all the issued and outstanding common shares in
Osisko ("the Transaction") as announced on SENS on 12 August 2024.
All conditions precedent for the Transaction have been met and the
Transaction is now effective.
The conditions precedent included:
• Canadian Competition Act approval or no action confirmation,
which was obtained on 9 September 2024;
• Osisko shareholder approval, which was obtained on 17 October
2024;
• The associated court orders customary for Canadian Plans of
Arrangement, which were obtained on 22 October 2024; and
• Receipt of other applicable consents and approvals, including
approval from the Toronto Stock Exchange ("TSX") for Osisko
to delist from the TSX.
The Transaction enables Gold Fields to consolidate 100% ownership
of the Windfall Project and the extensive surrounding exploration
district in Québec, Canada.
Gold Fields paid C$1.93 billion (US$1.39 billion), net of cash
received as settlement for the Transaction ("Transaction
Consideration"). This payment was made using cash on hand, undrawn
debt facilities and liquidity facilities totaling US$750m that were
executed in October 2024.
The Company remains in a solid financial position, maintaining
its investment grade credit rating following settlement of the
Transaction Consideration. Gold Fields' financial position is
expected to improve further, with strong cash flow growth
expected for the balance of the year and into 2025, as production
volumes increase at several of its operations.
Mike Fraser, CEO of Gold Fields, welcomed completion of the
Transaction saying: "Deposits of the scale and quality of Windfall
with highly prospective exploration camps are rare, particularly
in a world-class jurisdiction like Québec, Canada. This transaction
therefore marks an important step in our journey to continue
improving the quality of our portfolio.
"The key members of the Windfall team are remaining with the
project, and we look forward to working with them and the Windfall
business partners to develop this truly exceptional asset. We are
also looking forward to partnering with our host communities, the
Cree First Nation of Waswanipi and the city of Lebel-sur-Quévillon,
other local communities, and the Québec Government to build the
next major mining complex in Québec."
ENDS
28 October 2024
Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
Financial advisor:
RBC Capital Markets
Legal advisor:
McCarthy Tétrault
For investor enquiries contact:
Jongisa Magagula
Tel: +27 11 562 9775
Mobile: +27 67 419 9503
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:
Sven Lunsche
Tel: +27 11 562 9763
Mobile: +27 83 260 9279
Email: Sven.Lunsche@goldfields.com
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 2.30Moz, proved and probable gold Mineral
Reserves of 46.1Moz, measured and indicated gold Mineral Resources
of 31.1Moz (excluding Mineral Reserves) and inferred Gold Mineral
Resources of 11.2Moz (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 Gold Fields' future business strategy, development
activities (including the permitting, development and operations
of the Windfall project) 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 2023 filed
with the Johannesburg Stock Exchange and annual report on Form 20-
F filed with the United States Securities and Exchange Commission
(SEC) on 28 March 2024 (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 the Company's
external auditors.
Information relating to Osisko
The information contained in this announcement that relates to
Osisko is extracted from publicly available information about
Osisko. To the maximum extent permitted by law, Gold Fields makes
no representation or warranty, express or implied, as to the
fairness, accuracy, correctness, completeness or adequacy of any
information in relation to Osisko.
Date: 28-10-2024 07:05:00
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