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”)


VOLUNTARY ANNOUNCEMENT BY GOLD FIELDS FOR THE DIVESTMENT OF ITS
45% EFFECTIVE INTEREST IN THE ASANKO GOLD MINE TO GALIANO GOLD

Gold Fields is pleased to announce that, through certain of its
wholly owned subsidiaries, it has signed a share purchase agreement
for the divestment of its 45% effective interest in the Asanko Gold
Mine in Ghana, to its TSX-listed joint venture partner Galiano Gold
Inc (“Galiano”) for gross proceeds of US$170m plus a 1% net smelter
royalty on future production from the Nkran deposit (the
“Transaction”).

The Asanko mine is currently owned 45% by subsidiaries of Gold
Fields, 45% by subsidiaries of Galiano and 10% by the Government
of Ghana.

Gross proceeds for the divestment will be settled by Galiano
through a combination of upfront, deferred and contingent
consideration as follows:

  •   US$85m which will be settled with US$65m in cash and US$20m
      in Galiano shares on completion of the Transaction;
  •   US$25m to be paid on 31 December 2025;
  •   US$30m to be paid 31 December 2026; and
  •   US$30m plus a 1% net smelter royalty to be paid once more
      than 100koz of gold equivalent is produced from the Nkran
      deposit at the mine. The royalty paid is to be capped up to
      a volume of 447koz.

A Gold Fields subsidiary currently holds a 9.8% shareholding in
Galiano. The share purchase agreement limits the aggregate
shareholding that Gold Fields can increase to post completion of
the Transaction to 19.9%. Should the market value of Galiano shares
received by the Company on completion of the Transaction be less
than the requisite US$20m, Galiano will be required to make up the
difference with an additional cash payment.

The deferred consideration is backed by a guarantee from Galiano
and is formally secured by the grant of share pledges over certain
of its intermediate holding companies for the mine.

Martin Preece, Interim CEO of the Company said, “We are pleased to
have concluded this agreement with our joint venture partner. It
is clear that the committed path forward for the Asanko mine
requires consolidated ownership, and Gold Fields is pleased to
realise value for its holding now, while providing flexibility to
Galiano in the recapitalisation of the mine and recommencement of
mining to maximise its prospects of success. Divestment of our
interest in Asanko is part of our ongoing disciplined portfolio
management process and releases capital for deployment by the
business in line with our capital allocation priorities.”

The Transaction is subject to conditions precedent including
customary regulatory approvals. It is below the 5% categorisation
level and is thus not categorised in terms of the JSE Listings
Requirements. Completion of the Transaction is expected to occur
during Q1 2024.


21 December 2023

Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd

Investor enquiries:

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

Media enquiries:

Sven Lunsche
Tel: +27 11 562 9763
Mobile: +27 83 260 9279
Email: Sven.Lunsche@goldfields.com