exv4w21



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Exhibit 4.21

AGREEMENT



between



GOLD FIELDS LIMITED



GFL MINING SERVICES LIMITED



MVELAPHANDA RESOURCES LIMITED



GFI MINING SOUTH AFRICA (PROPRIETARY) LIMITED



and



MVELAPHANDA GOLD (PROPRIETARY) LIMITED



 









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TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	1	 	INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2	 	INTRODUCTION	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	3	 	AMENDMENTS TO TRANSACTION DOCUMENTS	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	3.1

	 	 	 	Free cash flow
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	3.2

	 	 	 	Financial support and encumbrances
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	3.3

	 	 	 	Floor number and ceiling number
	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	3.4

	 	 	 	Clause 19 of the covenants agreement
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	3.5

	 	 	 	IAMGold transaction
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	3.6

	 	 	 	Written notice from Senior Agent
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	3.7

	 	 	 	Gold Fields’ general meeting
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	4	 	BREACH	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	5	 	DISPUTES	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	6	 	DOMICILIA AND NOTICES	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	7	 	GOVERNING LAW	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	8	 	GENERAL	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	9	 	COSTS	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ANNEXURE A    -    SECOND ADDENDUM TO GFI-SA LOAN AGREEMENT	 	 	 	 











 









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AGREEMENT



between



GOLD FIELDS LIMITED



GFL MINING SERVICES LIMITED



MVELAPHANDA RESOURCES LIMITED



GFI MINING SOUTH AFRICA (PROPRIETARY) LIMITED



and



MVELAPHANDA GOLD (PROPRIETARY) LIMITED









	1	 	INTERPRETATION
	 
	 	 	In this agreement -





	1.1	 	clause headings are inserted for convenience only and shall not be
used in its interpretation;
	 
	1.2	 	a natural person shall include an artificial person (whether corporate
or unincorporate) and vice versa;
	 
	1.3	 	a word or expression which denotes the singular shall include the
plural and vice versa;
	 
	1.4	 	words and expressions defined in the covenants agreement (as
defined below) and not defined in this agreement, shall bear the same
meaning where used in this agreement, unless the context clearly
indicates a contrary intention;







 









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	1.5	 	the following words and expressions shall bear the following
meanings and cognate words and expressions shall bear
corresponding meanings, unless the context clearly indicates a
contrary intention -





	1.5.1	 	“adjusted DCF” - the “Adjusted DCF” as defined in schedule 1;
	 
	1.5.2	 	“AFSA” - Arbitration Foundation of Southern Africa (or its successor);
	 
	1.5.3	 	“business day” - any day other than a Saturday, a Sunday or an official public holiday in South Africa;
	 
	1.5.4	 	“covenants agreement” - the covenants agreement between
the parties (other than GFLM) dated 26 November 2004;
	 
	1.5.5	 	“exchange notice date” - the “ Exchange Notice Date” as
defined in schedule 1;
	 
	1.5.6	 	“financial year” - the financial year of the company from time
to time, currently commencing on 1 July in one year and
ending on 30 June in the succeeding calendar year;
	 
	1.5.7	 	“free cash flow” of the GFI group - in respect of a financial
year or in respect of the period from the end of the preceding
financial year until the exchange notice date, gross revenue
less operating cash costs, less taxes paid, less royalties paid,
less ongoing capital expenditure paid, less third party capital
indebtedness paid and less third party interest indebtedness
paid. For purposes of clarity, but without limitation, “free cash
flow” shall be calculated after deducting from gross revenue
the payment of any -







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	1.5.7.1	 	interest which is due and payable on the Mvela Gold loan capital and the
opening intra-group loans; and
	 
	1.5.7.2	 	capital and/or interest which is due and payable to third party lenders;





	1.5.8	 	“GFA” - Gold Fields Australia Proprietary Limited (Registration No. ABN:91 098
385 2857), a company incorporated according to the laws of Australia;
	 
	1.5.9	 	“GFG” - Gold Fields Guernsey Limited (Registration No. 24457), a company
incorporated according to the laws of Guernsey;
	 
	1.5.10	 	“GFI-SA loan agreement” - the agreement between Mvela Gold, FirstRand Bank
Limited, the company, Gold Fields, GFA and GFG dated 11 December 2003, as
amended;
	 
	1.5.11	 	“Gold Fields group” - Gold Fields and its subsidiaries from time to time other
than GFI group members;
	 
	1.5.12	 	“IAMGold” - IAMGold Corporation (Registration No. 421317/3), a corporation
incorporated under the Canada Business Corporations Act, as amended;
	 
	1.5.13	 	“IAMGold transaction” - the proposed transaction announced on 11 August 2004
in terms of which certain Gold Fields subsidiaries will transfer their assets
situated outside the Southern African Development Community to IAMGold in
consideration for the issue of IAMGold shares;
	 
	1.5.14	 	“intra-group indebtedness” - indebtedness of any GFI group member to any Gold
Fields group member, howsoever arising and whether or not due and/or payable;







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	1.5.15	 	“JSE” - JSE Securities Exchange South Africa;
	 
	1.5.16	 	“new project debt” - amounts lent and
advanced by Gold Fields or any other Gold Fields group member after the
signature date to the company or any other GFI group member
on loan account, which are subsequently utilised to finance
new projects;
	 
	1.5.17	 	“new projects” - projects commenced and undertaken by any
GFI group member after the signature date, inter alia, to -





	1.5.17.1	 	access ground below infrastructure existing at the
commencement date, namely infrastructure below
50 level at the Driefontein mine, below 42 level at the
Kloof mine and the construction of a number 5 shaft
currently being mooted at the Beatrix mine; or
	 
	1.5.17.2	 	develop any asset acquired by any GFI group member
after the commencement date;





	1.5.18	 	“ongoing capital expenditure” - the cost of sustaining
operations, other than new projects, in accordance with their
life of mine plans;
	 
	1.5.19	 	“opening intra-group loans” - collectively, the reorg loan and
the opening loan;
	 
	1.5.20	 	“opening loan” - an aggregate amount of R1
128 400 000 lent
and advanced on shareholders’ loan account by Gold Fields
and/or GFLM to the company and which was owing as at the
commencement date, plus interest accruing thereon and costs
incurred in relation thereto, which loan -





	1.5.20.1	 	was advanced prior to the commencement date in the
ordinary course of business;







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	1.5.20.2	 	has not been repaid, whether in part or in whole; and
	 
	1.5.20.3	 	accrues interest at a rate equivalent to the Standard
Bank overnight borrowing rate from time to time, which
interest is charged on a monthly basis,





	 	 	and/or any replacement loan;
	 
	1.5.21	 	“parties” - collectively, Gold Fields, GFLM, Mvela Resources,
the company and Mvela Gold;
	 
	1.5.22	 	“reorg loan” - the amount of R601 000 000 which is presently
owing by the company to GFLM, being the balance of the
purchase price payable by the company under the GF
reorganisation agreement, plus interest accruing thereon and
costs incurred in relation thereto, which loan -





	1.5.22.1	 	has not been repaid, whether in part or in whole; and
	 
	1.5.22.2	 	accrues interest at a rate equivalent to the Standard
Bank overnight borrowing rate from time to time, which
interest is charged on a monthly basis,





	 	 	and/or any replacement loan;
	 
	1.5.23	 	“replacement loan” - any loan which substitutes or replaces
all or part of either or both of the opening intra-group loans;
	 
	1.5.24	 	“schedule 1” - schedule 1 to the Mvela Gold subscription
agreement;
	 
	1.5.25	 	“signature date” - the date of signature of this agreement by
its last signing signatory;







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	1.5.26	 	“South Africa” - the Republic of South Africa;
	 
	1.5.27	 	“third party” - a person who is neither a Gold Fields group
member nor a GFI group member;
	 
	1.5.28	 	“transaction documents” - the “Transaction Documents” as
defined in the GFI-SA loan agreement;
	 
	1.5.29	 	“transaction participants” - the “Transaction Participants” as
defined in the GFI-SA loan agreement;





	1.6	 	unless the context clearly indicates a contrary intention, any word or
expression defined in the body of this agreement as opposed to being
defined in 1.5 shall have the meaning assigned to it in such definition
throughout this agreement;
	 
	1.7	 	any reference to any statute shall be a reference to that statute as at
 the signature date, and as amended or re-enacted from time to time
thereafter;
	 
	1.8	 	unless the context clearly indicates a contrary intention, the word
“subsidiary” and the expression “holding company” shall bear the
respective meanings assigned to them in the Companies Act No. 61
of 1973;
	 
	1.9	 	unless the context clearly indicates a contrary intention, if any
provision in 1.5 is a substantive provision conferring rights or imposing
obligations on any party, effect shall be given to it as if it were a
substantive provision in the body of this agreement;
	 
	1.10	 	when any number of days is prescribed, such number shall be
reckoned exclusively of the first and inclusively of the last day unless
the last day falls on a day other than a business day, in which case
the last day shall be the next succeeding business day.







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	 	 	This agreement having been negotiated, the contra proferentum rule shall not
apply in its interpretation.









	2	 	INTRODUCTION



	 
	2.1	 	The transaction documents stipulate the terms and conditions of the
acquisition by Mvela Gold of an interest in the company and the
funding thereof.
	 
	2.2	 	On or about the date of announcement of Gold Fields’ consolidated
results for the 2004 financial year, Mvela Resources requested Gold
Fields to consider certain amendments to the transaction documents
to afford Mvela Resources greater protection in certain areas.
	 
	2.3	 	Shortly after the announcement of the IAMGold transaction, Gold
Fields requested Mvela Resources and the other transaction
participants to agree to certain amendments to the transaction
documents in part fulfilment of a condition precedent to the IAMGold
transaction.
	 
	2.4	 	Pursuant to negotiations, the parties have now reached agreement on
the matters contemplated in 2.2 and 2.3 and wish to record the terms
thereof in this agreement.









	3	 	AMENDMENTS TO TRANSACTION DOCUMENTS









	3.1	 	Free cash flow
	 
	 	 	Subject to the approvals referred to in 3.6 being obtained, each of
Gold Fields, GFLM and the company (collectively, the “GF entities”)
hereby agrees in favour of each of Mvela Gold and Mvela Resources
(collectively, the “Mvela entities”) that the covenants agreement, the
Mvela Gold subscription agreement and any other transaction
documents, to the extent applicable are hereby amended to provide
for the following -







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	3.1.1	 	no member of the GFI group shall at any time on or prior to the
exchange notice date, pay, repay, set-off or reduce or
discharge in any other manner whatsoever any of the liabilities
or obligations of the GFI group in relation to all or any part of
either or both of the opening intra-group loans (other than the
payment of any interest which has accrued thereon, and is due
and payable, from time to time), nor shall any member of the
GFI group be required to do so. Each of the GF entities
warrants to each of the Mvela entities that no liability or
obligation in relation to all or part of either or both of the
opening intra-group loans has been paid, repaid, set-off or
reduced or discharged in any manner whatsoever at any time
on or prior to the signature date;
	 
	3.1.2	 	for purposes of the adjusted DCF calculation (exchange ratio)
contemplated in schedule 1 -





	3.1.2.1	 	the capital and interest outstanding in respect of the
opening intra-group loans at the exchange notice date
shall be disregarded as assets in the adjusted DCF of
Gold Fields and shall be disregarded as liabilities in the
adjusted DCF of the company;
	 
	3.1.2.2	 	without prejudice to any other right which either of the
Mvela entities may have, any cash paid, assets
distributed or liabilities reduced by any GFI group
member to pay, repay, set-off or reduce or discharge in
any other manner whatsoever -





	3.1.2.2.1	 	any liabilities or obligations in relation to all or
any part of either or both of the opening
intra-group loans in breach of the provisions of 3.1.1; and/or







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	3.1.2.2.2	 	any interest which has accrued and is due and
payable from time to time on either or both of
the opening intra-group loans,





	 	 	shall be deemed not to have been so paid, distributed
or reduced, and the amount thereof shall be added
back in calculating the adjusted DCF of the company
and deducted in calculating the adjusted DCF of Gold
Fields;





	3.1.3	 	subject to the restriction in 3.1.1, the free cash flow in respect
of each financial year and in respect of the period from the
previous financial year end until (and including) the exchange
notice date (“relevant free cash flow”) shall be applied by the
GFI group as follows -





	3.1.3.1	 	50% of the relevant free cash flow shall be utilised to
pay interest and capital on any intra-group
indebtedness (other than the opening intra-group loans
and the new project debt), first applied to interest and
then to capital;
	 
	3.1.3.2	 	the balance of the relevant free cash flow shall be
applied in the discretion of the board (including, in its
sole discretion, the repayment of new project debt);





	3.1.4	 	for purposes of the adjusted DCF calculation (exchange ratio)
contemplated in schedule 1, but without prejudice to any other
right which either of the Mvela entitles may have, any
intra-group indebtedness (whether capital or accrued interest)
outstanding as at the exchange notice date as a consequence
of a breach of the provisions of 3.1.3, shall be disregarded as
an asset in the adjusted DCF of Gold Fields and shall be
disregarded as a liability in the adjusted DCF of the company
(and any interest paid thereon or costs incurred by any GFI







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	 	 	group member in relation thereto shall be deemed not to have
been so paid or incurred).









	3.2	 	Financial support and encumbrances
	 
	 	 	Subject to the approvals referred to in 3.6 being obtained and the
IAMGold transaction being implemented, each of the GF entities
hereby agrees in favour of each of the Mvela entities that the
covenants agreement and any other transaction documents, to the
extent applicable are hereby amended to provide for the following -





	3.2.1	 	no GFI group member shall at any time on or after the date of
implementation of the IAMGold transaction -





	3.2.1.1	 	provide any guarantee, suretyship, undertaking,
indemnity, commitment, other form of intercession or
financial support or any similar or like assurance
(collectively, “financial support”) in relation to any
liability or obligation of any nature of any Gold Fields
group member; or
	 
	3.2.1.2	 	allow any “Encumbrance” (as defined in the GFI-SA
loan agreement) (“encumbrance”) to be created or to
exist over any of the properties, assets or revenues of
any GFI group member as security for any of the debts,
liabilities or obligations of any nature of any Gold Fields
group member;





	3.2.2	 	as from the date of implementation of the IAMGold transaction,
no financial support or encumbrance from or relating to any
GFI-SA group member shall exist in relation to any of the
debts, liabilities or obligations of any Gold Fields group
member or exist over any of the properties, assets or revenues
of any GFI group member as security for any such debts,
liabilities or obligations of any Gold Fields group member. If







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	 	 	any such financial support or encumbrance currently exists or
comes into existence, Gold Fields shall procure that such
financial support or encumbrance (as the case may be) is
forthwith cancelled with effect from the date of implementation
of the IAMGold transaction, without prejudice to any other right
which either of the Mvela entities may have.









	3.3	 	Floor number and ceiling number





	3.3.1	 	In this 3.3 -





	3.3.1.1	 	“a” shall mean the number of Gold Fields shares
required to be issued to Mvela Gold in exchange for
GFI-SA ordinary shares in terms of schedule 1 (prior to
its amendment in accordance with this 3.3 but after its
amendment in accordance with 3.1);
	 
	3.3.1.2	 	“ceiling number” shall mean the maximum number of
Gold Fields shares to which Mvela Gold shall be
entitled under schedule 1 (including, without limitation,
clause 19.1 of the covenants agreement read with
schedule 1), being 55 000 000 Gold Fields shares,
which number is subject to adjustment in accordance
with the remaining provisions of this 3.3 and/or 3.4.1;
	 
	3.3.1.3	 	“floor number” shall mean the minimum number of
Gold Fields shares to which Mvela Gold shall be
entitled under schedule 1 (including, without limitation,
clause 19.1 of the covenants agreement read with
schedule 1), being 45 000 000 Gold Fields shares,
which number is subject to adjustment in accordance
with the remaining provisions of this 3.3 and/or 3.4.1;
	 
	3.3.1.4	 	“market value” of a Gold Fields share as at a date
shall mean the volume weighted average price at which







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	 	 	a Gold Fields share trades on the JSE during the ten
trading days immediately preceding that date;
	 
	3.3.1.5	 	“special distribution” - any payment or distribution of
any nature (whether in cash or in specie) by Gold
Fields to its shareholders or any person that directly or
indirectly controls or is controlled by any shareholder of
Gold Fields or any one of them (including, without
limitation, by way of dividend or the repurchase of any
Gold Fields shares, other than the 98 467 758 Gold
Fields shares owned as at the signature date by Norilsk
Nickel) utilising, directly or indirectly, the proceeds of
any sale, cession or other form of disposal of any of the
capital or fixed assets (whether tangible or intangible)
of any member of the Gold Fields group or the GFI
group or any disposal by any member of the Gold
Fields group or of the GFI group of any business (or
part thereof) as a going concern or any other disposal
of assets outside the normal, ordinary and regular
course of business (other than any repurchase of the
Gold Fields shares if and to the extent that either of the
Mvela entities and/or any other member of the Mvela
Resources group thereafter, directly or indirectly,
acquires the Gold Fields shares so acquired or
otherwise, directly or indirectly, benefits in the
repurchase of the Gold Fields shares concerned).





	3.3.2	 	The provisions of this 3.3 and 3.4 have been agreed upon in
order to ensure that, if the GFI ordinary shares acquired by
Mvela Gold (or its rights in respect thereof) are exchanged for
new Gold Fields shares in terms of schedule 1 and/or
clause 19 of the covenants agreement read with schedule 1,
Mvela will acquire on the date upon which such share
exchange is implemented (the “share exchange date”) not
less than the floor number and not more than the ceiling







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	 	 	number, which numbers shall be adjusted on the share
exchange date, if any of the provisions of this 3.3 or 3.4 are
applicable, to ensure that the respective market values thereof
at the share exchange date are such that Mvela Gold is placed
in the same financial position as it would have been in had it
owned the floor number or ceiling number (as the case may
be) on the signature date.
	 
	3.3.3	 	The following principles shall be applied in determining the
adjustments (if any) to the floor number and the ceiling
number-





	3.3.3.1	 	no adjustment will be made for changes in the market
value thereof which are attributable to general market
risk prior to the share exchange date;
	 
	3.3.3.2	 	no adjustment will be made for changes in the market
value thereof which are attributable to decisions of
Gold Fields’ management made prior to the share
exchange date;
	 
	3.3.3.3	 	adjustments will be made in the event of any
consolidation and/or subdivision of the Gold Fields
 shares and/or any other “mechanical/numerical”
changes in the share capital structure of Gold Fields
prior to the share exchange date;
	 
	3.3.3.4	 	adjustments will be made for any special distributions
declared or made prior to the share exchange date;
	 
	3.3.3.5	 	adjustments will be made to ensure that the market
value thereof on the share exchange date remains
unaffected by any prior corporate activity which Gold
Fields is subjected to or undertakes and which relates
to or affects the capital of Gold Fields, whether directly







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	 	 	or indirectly (“corporate activity”) including, but
without limitation, rights issues and third party
placements of Gold Fields shares which are made at a
discount of more than 10% to the then market value
and repurchases of Gold Fields shares (other than the
98 467 758 Gold Fields shares owned as at the
signature date by Norilsk Nickel) which are made at a
premium of more than 10% to the then market value;
and
	 
	3.3.3.6	 	any adjustment in the floor number shall result in a pro
rata adjustment to the ceiling number and vice versa.





	3.3.4	 	For the avoidance of doubt, any adjustments made pursuant to
this 3.3 and/or 3.4 shall be -





	3.3.4.1	 	made to the number of Gold Fields shares constituting
the floor number and ceiling number only (and in no
other respect); and
	 
	3.3.4.2	 	calculated and made once only, on and with effect from
the share exchange date (and no earlier or later date).





	3.3.5	 	Having regard to the preceding provisions of 3.3, but subject to
the approvals referred to in 3.6 being obtained, each of the GF
entities hereby agrees in favour of each of the Mvela entities
that the covenants agreement and the Mvela Gold subscription
agreement (and any other transaction documents, to the
extent applicable) are hereby amended to provide for the
following -





	3.3.5.1	 	if, after making any adjustments (if any), “a” is -







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	3.3.5.1.1	 	less than or equal to the floor number, the floor
number of Gold Fields shares shall be issued to
Mvela Gold under schedule 1;
	 
	3.3.5.1.2	 	greater than or equal to the ceiling number, the
ceiling number of Gold Fields shares shall be
issued to Mvela Gold under schedule 1;
	 
	3.3.5.1.3	 	greater than
the floor number and less than the
ceiling number, the number of Gold Fields
 shares to be issued to Mvela Gold under
schedule 1 shall be that number comprising “a”;





	3.3.5.2	 	if, prior to the share exchange date -





	3.3.5.2.1	 	Gold Fields issues shares credited as fully paid
to its shareholders by way of a capitalisation of
profits or reserves (including, without limitation,
any share premium, stated capital or capital
redemption reserve fund); or
	 
	3.3.5.2.2	 	there is a decrease in the nominal value of a
Gold Fields share as a result of a subdivision;
or
	 
	3.3.5.2.3	 	there is an increase in the nominal value of a
Gold Fields share as a result of a consolidation,





	 	 	then, as at the share exchange date, the floor number
and ceiling number shall be increased or decreased (as
the case may be) so as to ensure that, after the
adjustment, the floor number and the ceiling number
constitute the same respective proportions of Gold
Fields’ equity shares as the existing floor number and







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	 	 	existing ceiling number (respectively) of Gold
Fields’
equity shares prior to happening of the event;
	 
	3.3.5.3	 	if a corporate activity occurs or a special distribution is
made or declared, the following shall apply -





	3.3.5.3.1	 	the floor number and the ceiling number shall
be adjusted (if and to the extent that any of the
provisions of this 3.3 and/or 3.4.1 apply) so as
to ensure that the respective market values
thereof as at the share exchange date are equal
to the respective market values thereof prior to
the occurrence of the corporate activity or
special distribution concerned;





	3.3.5.4	 	if either Gold Fields or Mvela Resources disputes any
adjustment contemplated in this 3.3 and/or 3.4.1, then
(in the absence of any agreement in writing between
them regarding such adjustment) either of them shall
be entitled to refer that dispute for determination by an
independent merchant or investment banker of
international standing. Such independent merchant or
investment banker (“IMB”) shall be such person as is
agreed upon by Mvela Resources and Gold Fields. If
they fail to reach such agreement on the appointment
of such person within a period of forty-eight hours after
the one calling on the other to so agree, then an IMB of
international standing shall, at the request of either
Mvela Resources or Gold Fields, be selected by the
chairperson of AFSA (or his successor) within five
business days (or within such longer period as such
chairperson may reasonably require) of being
requested to do so by either Mvela Resources or Gold
Fields. Once the IMB has been selected, he shall be
appointed by Mvela Resources and Gold Fields within







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	 	 	seven days of being selected. The costs of the IMB
shall be borne equally by Mvela Resources and Gold
Fields. The IMB shall-





	3.3.5.4.1	 	act as an expert and not as arbitrator and his
determination shall be final and binding on the
parties in the absence of manifest error in
calculation and shall be carried into effect
without delay; and
	 
	3.3.5.4.2	 	have a period of fourteen days (or such longer
period as he may reasonably require) from the
date of his appointment to make his
determination.









	3.4	 	Clause 19 of the covenants agreement





	3.4.1	 	Clause 19.1.1 of the covenants agreement provides, inter alia,
that if the alternative in clause 19.1.1 is selected by Gold
Fields, Mvela Gold will acquire listed shares of the offeror or
proposer (“offeror shares”), mutatis mutandis, in accordance
with the valuation methodology. Without in any way limiting
this principle, it is agreed that -





	3.4.1.1	 	the valuation methodology will include the amendments
to schedule 1 and to the transaction documents
stipulated in this agreement; and
	 
	3.4.1.2	 	if the offeror or proposer assumes, in terms of
clause 19.1.1 of the covenants agreement, all of Gold
Fields’ rights and obligations under clause 19 of the
covenants agreement, then the floor number and
ceiling number of offeror shares to be issued to Mvela
Gold in terms of schedule 1 shall be calculated as
follows -







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	3.4.1.2.1	 	if the outside offer consideration comprises
 shares, the floor number and ceiling number of
offeror shares -





	3.4.1.2.1.1	 	as at the date of implementation of the
outside offer shall be determined by
multiplying the floor number and the
ceiling number of Gold Fields shares (as
at the date of implementation of the
outside offer) by the number of offeror
 shares offered for each Gold Fields
share under the outside offer;
	 
	3.4.1.2.1.2	 	on the share exchange date shall be
subject to adjustment, mutatis mutandis,
in accordance with the provisions of 3.3;





	3.4.1.2.2	 	if the outside offer consideration comprises
cash, by multiplying the floor number and
ceiling number of Gold Fields shares as at the
date of implementation of the outside offer by
the cash price offered for each Gold Fields
share under the outside offer divided by the
volume weighted average price on the JSE (or
other share exchange, if the offeror’s shares are
not listed on the JSE) of a share in the offeror
for the ten trading day period immediately prior
to the date of the public announcement referred
to in clause 19.1 of the covenants agreement.
The floor number and ceiling number of offeror
shares on the share exchange date shall be
subject to adjustment, mutatis mutandis, in
accordance with the provisions of 3.3.







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	3.4.2	 	If Gold Fields selects the alternative in clause 19.1.2 of the
covenants agreement, the -





	3.4.2.1	 	calculation of the number of Gold Fields shares to be
issued to Mvela Gold under clause 19.1.2.3 of the
covenants agreement shall take account of the
amendments to schedule 1 and to the transaction
documents stipulated in this agreement; and
	 
	3.4.2.2	 	number of Gold Fields shares to be issued to Mvela
Gold under clause 19.1.2.3 of the covenants
agreement shall be no less than the floor number and
no more than the ceiling number, as adjusted.





	3.4.3	 	If Gold Fields selects the alternative in clause 19.1.4 of the
covenants agreement, the calculation of the fair market value
of the empowerment interest or Mvela Gold’s equity shares
and other shares in the capital of the company in terms of
clause 19.1.4.1.1 of the covenants agreement shall take
account of the amendments to schedule 1 and the transaction
documents stipulated in this agreement. Accordingly and
applying, but without limiting, the requirement in clause 19.1.4
of the covenants agreement that the fair market value be
calculated taking into account the principles contained in the
valuation methodology, such fair market value shall not be -





	3.4.3.1	 	less than an amount equal to the volume weighted
average price at which a Gold Fields share traded on
the JSE during the ten trading days immediately
preceding the date of the first public announcement
referred to in clause 19.1 of the covenants agreement
(“market price”) multiplied by the floor number, as
adjusted; and







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	3.4.3.2	 	more than an amount equal to the market price
multiplied by the ceiling number, as adjusted.





	3.4.4	 	Each of the GF entities hereby agrees in favour of each of the
Mvela entities that the covenants agreements (and any other
transaction documents, to the extent applicable) are hereby
amended as set out in this 3.4.
	 
	3.4.5	 	The provisions of this 3.4 shall
be subject to the approvals in 3.6 being obtained.









	3.5	 	IAMGold transaction
	 
	 	 	Each of the Mvela entities hereby agrees, simultaneously with the
execution of this agreement, to enter into and execute an addendum
to the GFI-SA loan agreement, substantively in the form of
annexure A hereto.









	3.6	 	Written notice from Senior Agent
	 
	 	 	Each amendment to schedule 1 and the transaction documents
contained in this 3 is subject to the Senior Agent (as defined in the
GFI-SA loan agreement) providing Gold Fields and Mvela Resources
with a written notice that all (and not only some) of the amendments to
the transaction documents in this 3 have been approved by the
requisite majority of the Senior Lenders (as defined in the GFI-SA
loan agreement) and the Mezzanine Investors (as defined in the
GFI-SA loan agreement) and, accordingly, that the transaction
documents are so amended. Each party shall use its reasonable
commercial endeavours to procure the obtaining of such approvals,
and the delivery of such notice, as soon as reasonably possible after
the signature date.









	3.7	 	Gold Fields’ general meeting







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	3.7.1	 	If and to the extent that either of Gold Fields or Mvela
Resources is of the opinion that the provisions of 3.1, 3.3
and/or 3.4 of this agreement require the approval of Gold
Fields’ shareholders, Gold Fields shall convene a meeting of
its shareholders by not later than 30 June 2005 at which it
shall propose such resolutions as are required to approve and
ratify such provisions of this agreement.
	 
	3.7.2	 	For purposes of clarity, it is
recorded that the amendments to
the transaction documents referred to in -





	3.7.2.1	 	3.1, 3.3 and 3.4 are not subject to the IAMGold
transaction being implemented;
	 
	3.7.2.2	 	3.2 and 3.5 are subject to the IAMGold transaction being implemented.









	4	 	BREACH
	 
	 	 	Subject to any provision providing for a specific remedy for a breach, should
any party (“defaulting party”) breach any provision of this agreement and fail
to remedy such breach within seven days of receiving written notice requiring
such remedy from a party aggrieved thereby (“aggrieved party”), then the
aggrieved party shall be entitled, without prejudice to its other rights in law
including, without limitation, any right to claim damages, to claim immediate
specific performance of all of the defaulting party’s obligations then due for
performance; provided that no party shall be entitled to unilaterally cancel
this agreement.









	5	 	DISPUTES





	5.1	 	Save where a specific dispute resolution procedure is provided in this
agreement, should a dispute of whatever nature arise in regard to the
interpretation or effect of, or the validity, enforceability or rectification
(whether in whole or in part) of, or the respective rights or obligations







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	 	 	of the parties (or any of them) under, or a breach or termination of,
this agreement or as between the parties in relation to the provisions
of the amendments to the transaction documents contemplated in this
agreement, then any party shall be entitled to refer the dispute to be
finally resolved in accordance with the rules of AFSA by an arbitrator
or arbitrators appointed by AFSA.
	 
	5.2	 	Notwithstanding anything to the contrary contained in this 5, any party
shall be entitled to apply for, and if successful, be granted, an
interdict from any competent court having jurisdiction.
	 
	5.3	 	For the purposes of 5.2 and for the purposes of having any award
made by the arbitrator/s being made an order of court, each of the
parties hereby submits itself to the non-exclusive jurisdiction of
Witwatersrand Local Division of the High Court of South Africa.
	 
	5.4	 	This 5 is severable from the rest of this
agreement and shall, notwithstanding any termination of this agreement, remain in full force
and effect.
	 
	5.5	 	The parties acknowledge that the purpose of any exchange of
information or document or the making of any offer of settlement
pursuant to this 5 is to attempt to settle the dispute between the
parties. No party may use any information or document obtained
through the dispute resolution process established by this 5 for any
purpose other than in an attempt to settle a dispute between that party
and the other parties.









	6	 	DOMICILIA AND NOTICES





	6.1	 	The parties choose their respective domicilia citandi et executandi
(“domicilia”) for all purposes pursuant to this agreement at the
respective addresses set out in the covenants agreement (on the
basis that the domicilia of GFLM for all purposes pursuant to this







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	 	 	agreement shall be the same as that of Gold Fields in terms of the
covenants agreement).
	 
	6.2	 	Any party shall be entitled from time to time, by written notice to the
others, to vary its domicilia.
	 
	6.3	 	Notwithstanding any other provision of this agreement, this 6 shall not
operate so as to invalidate the giving or receipt of any written notice
which is actually received by a party other than by a method
contemplated in this 6 or elsewhere in this agreement.









	7	 	GOVERNING LAW
	 
	 	 	All matters arising from or in connection with this agreement including,
without limitation, its interpretation, validity, existence or termination
shall be determined in accordance with the laws of South Africa.









	8	 	GENERAL





	8.1	 	Save as otherwise expressly provided in this agreement, the effective
date of this agreement is the signature date. Any amendments made
to any of the transaction documents and/or schedule 1 in terms of this
agreement shall, unless otherwise expressly provided in this
agreement, be deemed to have been made with effect from the
signature date.
	 
	8.2	 	Save for the amendments to the transaction documents and/or
schedule 1 contemplated herein, the provisions of the transaction
documents and/or schedule 1 shall remain unaltered and of full force
and effect.
	 
	8.3	 	The company shall procure that each member of the GFI group
complies with the provisions of this agreement.







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	8.4	 	Gold Fields shall procure that each Gold Fields group member and
each GFI group member complies with the provisions of this
agreement.
	 
	8.5	 	This agreement constitutes the sole record of the agreement between
the parties in regard to the subject matter thereof and no party shall
be bound by any express or implied term, representation, warranty,
promise or the like not recorded herein.
	 
	8.6	 	If there is any conflict between any of the provisions of this
agreement, on the one hand, and those of any of the transaction
documents and/or schedule 1, on the other hand, the provisions of
this agreement shall prevail.
	 
	8.7	 	No addition to, variation of consensual cancellation to this agreement
shall be of any force or effect unless in writing and signed by or on
behalf of the parties.
	 
	8.8	 	No indulgence which any party (“grantor”) may grant to any other
(“grantee”) shall constitute a waiver of any of the rights of the grantor,
which shall not thereby be precluded from exercising any rights
against the grantee which may have arisen in the past or which might
arise in the future.
	 
	8.9	 	The provisions of this agreement shall be binding upon the
successors-in-title and permitted assigns of the parties. Accordingly,
the rights and obligations of each party arising out of this agreement
shall devolve upon and bind its legal and personal representative/s,
successors-in-title and permitted assigns.
	 
	8.10	 	Save as otherwise expressly provided in this agreement, this
agreement is personal to the parties and no party shall be entitled to
cede, assign, delegate, transfer or otherwise make over any of its
rights or obligations hereunder without the prior written consent of the
other parties.







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	8.11	 	Unless otherwise required by law or the rules of any recognised stock
exchange or regulatory authority, this agreement shall remain
confidential and shall not be disclosed by any party to anyone without
the prior written consent of each of the other parties, which consent
shall not be unreasonably withheld or delayed.
	 
	8.12	 	Subject to 8.11, any publicity in relation
to this agreement shall be
handled jointly by the parties, who shall consult and agree with each
other in regard thereto in advance of any publication, which
agreement may not be unreasonably withheld or delayed.
	 
	8.13	 	In regard to the application of the
provisions of this agreement and its
underlying intent, each party undertakes to observe the utmost good
faith towards the others at all times.
	 
	8.14	 	This agreement may be executed in one or more counterparts and in
separate counterparts, each of which when executed shall be deemed
to be an original and when taken together shall constitute one and the
same agreement.









	9	 	COSTS
	 
	 	 	The Mvela entities’ and the GF entities’ costs of the negotiation, preparation,
drafting and execution of this agreement and of the amendments in 3
(including, without limitation, the parties’ respective legal fees) shall be
borne
and paid by Mvela Resources and Gold Fields in equal shares.




	 	 	 	 	 
	Signed at Parktown	 	on	 	17th November 2004
	 
	 	 	 	 
	

	 	for
	 	Gold Fields Limited
	

	 	 	 	
	

	 	 	 	who warrants that he is duly
	

	 	 	 	authorised hereto











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	Signed at Parktown	 	on	 	 17th November 2004
	 
	 	 	 	 
	

	 	for
	 	GFL Mining Services Limited
	

	 	 	 	
	

	 	 	 	who warrants that he is duly
	

	 	 	 	authorised hereto
	 
	 	 	 	 
	Signed at Parktown	 	on	 	17th November 2004
	 
	 	 	 	 
	

	 	for
	 	Mvelaphanda Resources Limited
	

	 	 	 	
	

	 	 	 	who warrants that he is duly
	

	 	 	 	authorised hereto
	 
	 	 	 	 
	Signed at Parktown	 	on	 	17th November 2004
	 
	 	 	 	 
	

	 	for
	 	GFI Mining South Africa (Proprietary) Limited
	

	 	 	 	
	

	 	 	 	who warrants that he is duly
	

	 	 	 	authorised hereto
	 
	 	 	 	 
	Signed at Parktown	 	on	 	17th November 2004
	 
	 	 	 	 
	

	 	for
	 	Mvelaphanda Gold (Proprietary) Limited
	

	 	 	 	
	

	 	 	 	who warrants that he is duly
	

	 	 	 	authorised hereto
	 
	 	 	 	 
	

	 	 	 	











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