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EXHIBIT 4.17                                                      EXECUTION COPY

                    SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT

                                     Amongst

                 LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED
                    (WHICH IS TO BE RENAMED "MVELAPHANDA GOLD
        (PROPRIETARY) LIMITED" OR SUCH OTHER NAME SELECTED BY IT THAT IS
                    ACCEPTABLE TO THE REGISTRAR OF COMPANIES)

                                       and

                         GFI MINING SOUTH AFRICA LIMITED
                 (WHICH IS TO BE CONVERTED TO A PRIVATE COMPANY)

                                       and

                               GOLD FIELDS LIMITED

                                                             [DENEYS REITZ LOGO]

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                        <C>
1.       PARTIES......................................................................................      1

2.       DEFINITIONS AND INTERPRETATION...............................................................      1

3.       INTRODUCTION.................................................................................      7

4.       SUSPENSIVE CONDITION.........................................................................      7

5.       SUBSCRIPTION.................................................................................      8

6.       PAYMENT OF SUBSCRIPTION PRICE................................................................      8

7.       ALLOTMENT AND ISSUE OF THE GFI-SA SHARES.....................................................      9

8.       WARRANTIES...................................................................................      9

9.       SHARE EXCHANGE...............................................................................     12

10.      PRE-EMPTIVE RIGHTS...........................................................................     12

11.      CESSION......................................................................................     13

12.      BREACH.......................................................................................     13

13.      DISPUTES.....................................................................................     13

14.      NOTICES AND DOMICILIA........................................................................     14

15.      GOVERNING LAW................................................................................     16

16.      JURISDICTION.................................................................................     16

17.      GENERAL......................................................................................     16

18.      COSTS........................................................................................     17

19.      COUNTERPARTS.................................................................................     17

SCHEDULE 1: SHARE EXCHANGE METHODOLOGY................................................................     19
</TABLE>

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                    SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT

1.    PARTIES

1.1      The Parties to this Agreement are:

1.1.1        LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED (WHICH IS TO BE
             RENAMED "MVELAPHANDA GOLD (PROPRIETARY) LIMITED" OR SUCH OTHER NAME
             SELECTED BY IT THAT IS ACCEPTABLE TO THE REGISTRAR OF COMPANIES);

1.1.2        GFI MINING SOUTH AFRICA LIMITED (WHICH IS TO BE CONVERTED TO A
             PRIVATE COMPANY); and

1.1.3        GOLD FIELDS LIMITED.

1.2      The Parties agree as set out below.

2.    DEFINITIONS AND INTERPRETATION

2.1      The headings to the clauses and schedules of this Agreement are for
         reference purposes only and shall in no way govern or affect the
         interpretation of nor modify nor amplify the terms of this Agreement
         nor any clause or schedule hereof.

2.2      In this Agreement, unless the context dictates otherwise, the words and
         expressions set forth below shall bear the following meanings and
         cognate expressions shall bear corresponding meanings:

         "AGREEMENT" means this Subscription and Share Exchange Agreement and
         its Schedules;

         "BUSINESS DAY" means any day (other than a Saturday, Sunday or an
         official public holiday in South Africa within the meaning of the
         Public Holidays Act, No. 36 of 1994) on which banks generally are open
         for business in Johannesburg;

         "DETERMINATION DATE" means the date upon which the number of GFL Shares
         to be issued to Mvela Gold pursuant to clause 9 is agreed, is deemed to

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                                                                         Page 2.

         be agreed or determined, as the case may be, in accordance with the
         provisions of Schedule 1;

         "EFFECTIVE DATE" means the date of the fulfilment of the Suspensive
         Condition;

         "EQUITY SHARE" means, of any company, a share, instrument or right in
         the capital of that company which:

         (a)      entitles the holder thereof to participate in the distribution
                  of profits, reserves, capital, share premium or any other
                  dividend or distribution which is based upon, or linked to,
                  the profitability of that company or which otherwise entitles
                  the holder thereof to any such distribution beyond a specified
                  amount; and

         (b)      carries voting rights at meetings of ordinary shareholders of
                  that company; or

         (c)      is convertible, exchangeable or exercisable, whether
                  contingently, conditionally, voluntarily or compulsorily or
                  otherwise, into a share, instrument or right which falls
                  within (a) and (b) above;

         "EQUITY SHARE CAPITAL" means, in relation to a person, that portion of
         that person's issued share capital consisting of Equity Shares;

         "GFA" means Gold Fields Australia Pty Limited (Registration No. ABN: 91
         098 385 285), a company incorporated according to the laws of
         Australia;

         "GFG" means Gold Fields Guernsey Limited (Registration No. 24457), a
         company incorporated according to the laws of Guernsey;

         "GFI-SA" means GFI Mining South Africa Limited (Registration No.
         2002/031431/06) a public company duly incorporated according to the
         company laws of South Africa, which is to be converted to a private
         company;

         "GFI-SA LOAN AGREEMENT" means that written agreement entitled "GFI-SA
         Loan Agreement" concluded between Mvela Gold (as lender), GFI-SA (as
         borrower), GFL, GFA and GFG (as guarantors) and pursuant to which inter
         alia Mvela Gold is to advance the Loan Amount to GFI-SA;

         "GFI-SA SHARES" means that number of shares in the issued Equity Share
         Capital of GFI-SA which rank pari passu with the other issued Equity
         Shares

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                                                                         Page 3.

         in the capital of GFI-SA on the Subscription Date and which,
         immediately after issue thereof, will equate to 15% (fifteen percent)
         of the issued Equity Share Capital of GFI-SA and which will be allotted
         and issued to Mvela Gold in accordance with the terms and conditions of
         this Agreement;

         "GFL" means Gold Fields Limited (Registration No. 1968/004880/06), a
         public company duly incorporated according to the company laws of South
         Africa;

         "GFL GROUP" shall bear the meaning defined in the GFI-SA Loan
         Agreement;

         "GFL GROUP COMPANY" means any member of the GFL Group;

         "GFL SHARES" means the ordinary shares in the issued share capital of
         GFL issued by GFL in exchange for delivery by Mvela Gold of the GFI-SA
         Shares to GFL pursuant to clause 9;

         "GUARANTORS" means GFL, GFA and GFG and "GUARANTOR" means, as the
         context requires, any one of them;

         "JSE" means the JSE Securities Exchange South Africa (or its successor
         in title);

         "LOAN AMOUNT" means the capital sum of R4 139 000 000 (Four Billion One
         Hundred and Thirty-nine Million Rand);

         "MEZZANINE INVESTORS" shall bear the meaning defined in the GFI-SA Loan
         Agreement;

         "MEZZ SPV" means Micawber 325 (Proprietary) Limited (Registration No.
         2002/016188/07), a private company duly incorporated according to the
         company laws of South Africa;

         "MEZZ SPV CESSION IN SECURITY" shall bear the meaning defined in the
         GFI-SA Loan Agreement;

         "MEZZ SPV LOAN AGREEMENT" shall bear the meaning defined in the GFI-SA
         Loan Agreement;

         "MVELA GOLD" means Lexshell 579 Investments (Proprietary) Limited
         (Registration No. 2003/013950/07), a private company duly incorporated

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                                                                         Page 4.

         according to the company laws of South Africa, to be renamed
         "Mvelaphanda Gold (Proprietary) Limited" or such other name selected by
         Mvela Gold that is acceptable to the Registrar of Companies;

         "MVELA RESOURCES" means Mvelaphanda Resources Limited (Registration No.
         1980/001395/06), a public company duly incorporated according to the
         company laws of South Africa;

         "PARTIES" means GFI-SA, GFL and Mvela Gold and "PARTY" means, as the
         context requires, any one of them;

         "PAYMENT OBLIGATIONS" means all of the obligations of GFI-SA to pay any
         sum due and payable by it in accordance with the terms and conditions
         of the GFI-SA Loan Agreement including, without limitation, the
         obligations to pay fees, expenses, post default interest, the present
         value of the Future Interest Payments (as defined in the GFI-SA Loan
         Agreement), the Loan Amount and indemnity payments;

         "PRE-EMPTIVE RIGHTS AGREEMENT" means the written agreement entitled
         "Pre-emptive Rights Agreement" to be concluded between Mvela Gold,
         GFI-SA and GFL governing certain pre-emptive rights to be granted by
         Mvela Gold in favour of GFL in respect of the Shares;

         "PRIME RATE" means the publicly quoted basic rate of interest (per
         centum, per annum, compounded monthly in arrear and calculated on a 365
         day year (irrespective of whether or not the year is a leap year)) from
         time to time published by FirstRand Bank Limited (or its
         successor-in-title) as being its prime overdraft rate as certified by
         any manager of such bank, whose appointment and designation need not be
         proved;

         "REORGANISATION AGREEMENT" shall bear the meaning defined in the GFI-SA
         Loan Agreement;

         "SENIOR AGENT" shall bear the meaning defined in the GFI-SA Loan
         Agreement;

         "SHARE EXCHANGE" means the exchange of the GFI-SA Shares for the GFL
         Shares pursuant to the provisions of clause 9;

         "SHARES" means the GFI-SA Shares or the GFL Shares, as the case may be;

         "SIGNATURE DATE" means the date of the signature of this Agreement by
         the Party signing this Agreement last in time;

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                                                                         Page 5.

         "SUBSCRIPTION DATE" means the date on which Mvela Gold becomes obliged
         to subscribe for the GFI-SA Shares pursuant to the provisions of clause
         5.1.1 or the date on which Mvela Gold actually subscribes for the
         GFI-SA Shares pursuant to the provisions of 5.1.2, as the case may be;

         "SUBSCRIPTION PRICE" means the sum of R4 139 000 000 (Four Billion One
         Hundred and Thirty-nine Million Rand);

         "SUSPENSIVE CONDITION" means the suspensive condition stipulated in
         clause 4.1;

         "TRANSACTION DOCUMENTS" means those agreements and documents defined as
         "Transaction Documents" in the GFI-SA Loan Agreement.

2.3      Unless inconsistent with the context or save where the contrary is
         expressly indicated:

2.3.1             if any provision in a definition is a substantive provision
                  conferring rights or imposing obligations on any Party,
                  notwithstanding that it appears only in this interpretation
                  clause, effect shall be given to it as if it were a
                  substantive provision of this Agreement;

2.3.2             when any number of days is prescribed in this Agreement, same
                  shall be reckoned exclusively of the first and inclusively of
                  the last day unless the last day falls on a day which is not a
                  Business Day, in which case the last day shall be the next
                  succeeding Business Day;

2.3.3             in the event that the day for payment of any amount due in
                  terms of this Agreement should fall on a day which is not a
                  Business Day, the relevant day for payment shall be the
                  preceding Business Day;

2.3.4             in the event that the day for performance of any obligation to
                  be performed in terms of this Agreement (other than a payment
                  obligation) should fall on a day which is not a Business Day,
                  the relevant day for performance shall be the subsequent
                  Business Day;

2.3.5             any reference in this Agreement to an enactment is to that
                  enactment as at the Signature Date and as amended or
                  re-enacted from time to time;

2.3.6             any reference in this Agreement to this Agreement or any other
                  agreement or document shall be construed as a reference to
                  this Agreement or, as the case may be, such other agreement or
                  document as

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                                                                         Page 6.

                  same may have been, or may from time to time be, amended,
                  varied, novated or supplemented;

2.3.7             no provision of this Agreement constitutes a stipulation for
                  the benefit of any person who is not a Party to this
                  Agreement;

2.3.8             references to day/s, month/s or year/s shall be construed as
                  Gregorian calendar day/s, month/s or year/s;

2.3.9             a reference to a Party includes that Party's
                  successors-in-title and permitted assigns.

2.4      Unless inconsistent with the context, an expression which denotes:

2.4.1             any one gender includes the other genders;

2.4.2             a natural person includes an artificial person and vice versa;
                  and

2.4.3             the singular includes the plural and vice versa.

2.5      Where any term is defined within the context of any particular clause
         in this Agreement, the term so defined, unless it is clear from the
         clause in question that the term so defined has limited application to
         the relevant clause, shall bear the same meaning as ascribed to it for
         all purposes in terms of this Agreement, notwithstanding that that term
         has not been defined in this interpretation clause.

2.6      The rule of construction that, in the event of ambiguity, a contract
         shall be interpreted against the Party responsible for the drafting
         thereof, shall not apply in the interpretation of this Agreement.

2.7      The expiration or termination of this Agreement shall not affect such
         of the provisions of this Agreement as expressly provide that they will
         operate after any such expiration or termination or which of necessity
         must continue to have effect after such expiration or termination,
         notwithstanding that the clauses themselves do not expressly provide
         for this.

2.8      This Agreement shall be binding on and enforceable by the estates,
         administrators, trustees, permitted assigns or liquidators of the
         Parties as fully and effectually as if they had signed this Agreement
         in the first instance and reference to any Party shall be deemed to
         include such Party's estate, administrators, trustees, permitted
         assigns or liquidators, as the case may be.

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                                                                         Page 7.

2.9      The use of any expression in this Agreement covering a process
         available under South African law such as winding-up (without
         limitation eiusdem generis) shall, if any of the Parties to this
         Agreement is subject to the law of any other jurisdiction, be construed
         as including any equivalent or analogous proceedings under the law of
         such other jurisdiction.

2.10     Where figures are referred to in numerals and in words, if there is any
         conflict between the two, the words shall prevail.

3.    INTRODUCTION

3.1      Mvela Gold wishes to subscribe for the GFI-SA Shares and GFI-SA is
         willing to allot and issue the GFI-SA Shares to Mvela Gold.

3.2      The Parties wish to record the terms upon which:

3.2.1             Mvela Gold will subscribe for the GFI-SA Shares and upon which
                  GFI-SA will allot and issue the GFI-SA Shares to Mvela Gold;

3.2.2             Mvela Gold will be entitled to exchange the GFI-SA Shares for
                  the GFL Shares;

3.2.3             GFL will be entitled to require Mvela Gold to exchange the
                  GFI-SA Shares for the GFL Shares.

4.    SUSPENSIVE CONDITION

4.1      This entire agreement, save for the provisions of this clause 4 and of
         clauses 1, 2, 12, 13, 14, 15, 16, 17, 18 and 19 which shall be of
         immediate force and effect, is subject to the fulfilment of the
         suspensive condition that the Loan Amount is advanced to GFI-SA in
         accordance with the terms and conditions of the GFI-SA Loan Agreement.

4.2      The Parties shall use their reasonable commercial endeavours to procure
         the fulfilment of the Suspensive Condition as soon as reasonably
         possible after the Signature Date.

4.3      The Suspensive Condition may not be waived.

4.4      In the event that the Suspensive Condition is not fulfilled then this
         Agreement, save for the provisions of this clause 4 and of clauses 1,
         2, 12, 13, 14, 15, 16, 17, 18 and 19 which shall remain of full force
         and effect, shall

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                                                                         Page 8.

         never become of any force or effect and no Party shall have any claim
         against any other Party or anything done hereunder or arising hereout,
         save as a result of a breach of any of the provisions of this clause 4
         by a Party, and the Parties shall be restored as nearly as may be
         possible to the status quo ante.

5.    SUBSCRIPTION

5.1      Mvela Gold shall (without prejudice to, and in addition to, any other
         rights or claims Mvela Gold may have against GFI-SA and/or GFL under
         this Agreement; any of the other Transaction Documents or in law):

5.1.1             if GFI-SA has discharged all of the Payment Obligations in
                  accordance with the terms and conditions of the GFI-SA Loan
                  Agreement, be obliged to subscribe for the GFI-SA Shares on
                  the date on which the Payment Obligations have so been
                  discharged at the Subscription Price; or

5.1.2             if GFI-SA does not timeously discharge all of the Payment
                  Obligations in accordance with the terms and conditions of the
                  GFI-SA Loan Agreement, be entitled (but not obliged) to
                  subscribe, on at least 5 (five) Business Days written notice
                  to GFI-SA, for the GFI-SA Shares on or at any time after the
                  date on which the Loan Amount becomes repayable by GFI-SA in
                  accordance with the terms of the GFI-SA Loan Agreement at the
                  Subscription Price,

         on the terms and conditions set out in this Agreement.

5.2      Forthwith after the subscription by Mvela Gold for the GFI-SA Shares
         pursuant to clause 5.1, GFI-SA shall allot and issue the GFI-SA Shares
         to Mvela Gold on the Subscription Date for the Subscription Price on
         the terms and conditions set out in this Agreement.

6.    PAYMENT OF SUBSCRIPTION PRICE

6.1      Upon subscription for the GFI-SA Shares by Mvela Gold under clause 5.1,
         Mvela Gold shall pay the Subscription Price to GFI-SA on the
         Subscription Date, subject to the provisions of clause 5.1 and against
         compliance by GFI-SA with clause 7.1.

6.2      Mvela Gold shall pay the Subscription Price to GFI-SA on the
         Subscription Date by electronic funds transfer into a bank account in
         South Africa nominated by GFI-SA in writing delivered to Mvela Gold by
         no later than 3 (three) Business Days prior to the Subscription Date.

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                                                                         Page 9.

7.    ALLOTMENT AND ISSUE OF THE GFI-SA SHARES

7.1      GFI-SA shall, against compliance by Mvela Gold with clause 6, on the
         Subscription Date:

7.1.1             allot the GFI-SA Shares to Mvela Gold;

7.1.2             issue the GFI-SA Shares to Mvela Gold credited as fully paid;
                  and

7.1.3             deliver the share certificates in respect of the GFI-SA Shares
                  to Mvela Gold.

7.2      All costs of the creation, allotment and issue of the GFI-SA Shares
         (including, without limitation, stamp duty) shall be borne and paid by
         GFI-SA.

8.    WARRANTIES

8.1      Each Party represents and warrants to the other Parties on the
         Effective Date and the Subscription Date that:

8.1.1             it is a limited liability company duly incorporated and
                  existing under the laws of South Africa;

8.1.2             it has full power and authority to enter into and perform its
                  obligations under this Agreement and has taken, or has
                  procured the taking of, all necessary corporate and other
                  action to authorise its entry into and performance of its
                  obligations under this Agreement;

8.1.3             this Agreement is legal and binding on, and enforceable
                  against, it in accordance with its terms;

8.1.4             it is entering into this Agreement as principal and not as
                  agent.

8.2      GFI-SA and GFL jointly and severally represent and warrant to Mvela
         Gold that on the Subscription Date:

8.2.1             GFI-SA will have the power and authority to create, allot and
                  issue, and will create, allot and issue, the GFI-SA Shares to
                  Mvela Gold;

8.2.2             the directors of GFI-SA will have the necessary authority to
                  allot and issue, and will have taken all steps to permit the
                  allotment and issue of,

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                                                                        Page 10.

                  the GFI-SA Shares to Mvela Gold pursuant to the terms of this
                  Agreement;

8.2.3             save as otherwise provided in this Agreement or the
                  Transaction Documents:

8.2.3.1                    the GFI-SA Shares shall be free of any pledge, lien,
                           hypothec or any other encumbrance whatsoever and
                           Mvela Gold shall upon the issue thereof become the
                           sole registered and beneficial owner of the GFI-SA
                           Shares;

8.2.3.2                    no person will have any right (including inter alia
                           any option or right of first refusal) to subscribe
                           for or acquire all or any of the GFI-SA Shares;

8.2.3.3                    no third party will have any right to prevent or
                           interdict the creation, allotment or issue of the
                           GFI-SA Shares to Mvela Gold;

8.2.4             there will be only one class of Equity Shares in the issued
                  share capital of GFI-SA, namely ordinary shares, of which the
                  GFI-SA Shares shall form part;

8.2.5             GFI-SA will have sufficient authorised and unissued Equity
                  Shares to be in a position to allot and issue the GFI-Shares
                  to Mvela Gold on the Subscription Date;

8.2.6             the GFI-SA Shares will rank pari passu with the other Equity
                  Shares in the issued share capital of GFI-SA and shall upon
                  issue constitute 15% (fifteen percent) of the total issued
                  Equity Share Capital of GFI-SA;

8.2.7             the creation, allotment and/or issue of the GFI-SA Shares will
                  not conflict with, nor constitute a breach of, any agreement
                  binding upon GFI-SA or GFL.

8.3      GFL represents and warrants to Mvela Gold that on the date of issue of
         the GFL Shares to Mvela Gold pursuant to the provisions of clause 9:

8.3.1             GFL will have the power and authority to create, allot and
                  issue, and will create, allot and issue, the GFL Shares to
                  Mvela Gold;

8.3.2             the directors of GFL will have the necessary authority to
                  allot and issue, and will have taken all steps to permit the
                  allotment and issue of, the GFL Shares to Mvela Gold pursuant
                  to the terms of this Agreement;

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                                                                        Page 11.

8.3.3             save as otherwise provided in this Agreement or the
                  Transaction Documents:

8.3.3.1                    the GFL Shares shall be free of any pledge, lien,
                           hypothec or any other encumbrance whatsoever and
                           Mvela Gold shall upon the issue thereof become the
                           sole registered and beneficial owner of the GFL
                           Shares;

8.3.3.2                    no person will have any right (including inter alia
                           any option or right of first refusal) to subscribe
                           for or acquire all or any of the GFL Shares;

8.3.3.3                    no third party will have any right to prevent or
                           interdict the creation, allotment or issue of the GFL
                           Shares to Mvela Gold;

8.3.4             GFL will have sufficient authorised and unissued ordinary
                  shares to be in a position to allot and issue the GFL Shares
                  to Mvela Gold in accordance with the provisions of clause 9;

8.3.5             the GFL Shares will be of the same class as the other listed
                  shares in the issued share capital of GFL;

8.3.6             the creation, allotment and/or issue of the GFL Shares will
                  not conflict with, nor constitute a breach of, any material
                  agreement binding upon GFI-SA or GFL.

8.4      Mvela Gold represents and warrants to GFL that on the date of delivery
         of the GFI-SA Shares to GFL pursuant to the provisions of clause 9,
         save as otherwise provided in this Agreement or the Transaction
         Documents:

8.4.1             Mvela Gold will be entitled and able to give free and
                  unencumbered title to the GFI-SA Shares to GFL;

8.4.2             the GFI-SA Shares shall be free of any pledge, lien, hypothec
                  or any other encumbrance whatsoever and GFL shall upon the
                  transfer thereof to GFL become the sole registered and
                  beneficial owner of the GFI-SA Shares;

8.4.3             no person will have any right (including inter alia any option
                  or right of first refusal) to acquire all or any of the GFI-SA
                  Shares;

8.4.4             no third party will have any right to prevent or interdict the
                  transfer of the GFI-SA Shares to GFL.

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                                                                        Page 12.

9.    SHARE EXCHANGE

9.1      Either Mvela Gold or GFL shall be entitled to require, by delivery of a
         written notice to the other of them in accordance with the provisions
         of Schedule 1, that all of (and not only a part of) the GFI-SA Shares
         be exchanged for the issue by GFL to Mvela Gold of new Equity Shares in
         the issued Equity Share Capital of GFL in accordance with the
         provisions of Schedule 1.

9.2      GFL undertakes, at GFL's sole cost and expense, in favour of Mvela Gold
         that it will within 5 (five) Business Days after the number of GFL
         Shares to be issued to Mvela Gold are agreed, are deemed to be agreed
         or are determined in accordance with the provisions of Schedule 1:

9.2.1             allot, issue and, by updating Mvela Gold's CSDP account,
                  deliver the GFL Shares to Mvela Gold against either:

9.2.1.1                    delivery by Mvela Gold to GFL of the share
                           certificates in respect of the GFI-SA Shares together
                           with share transfer forms duly signed on behalf of
                           Mvela Gold and blank as to transferee; or

9.2.1.2                    if the GFI-SA Shares have not at that time been
                           allotted and issued to Mvela Gold, cession by Mvela
                           Gold to GFL of its rights to the allotment, issue and
                           delivery of the GFI-SA Shares under clause 7;

9.2.2             procure the listing of the GFL Shares on the stock exchange on
                  which the ordinary shares of GFL are listed.

9.3      To the extent that the Share Exchange is subject to the obtaining of
         regulatory approvals before it is capable of being implemented in
         accordance with the provisions of this clause 9, then the Share
         Exchange shall not be implemented until all such regulatory approvals
         have been obtained; provided that if such regulatory approvals have not
         been obtained within 90 (ninety) days after the Determination Date the
         Share Exchange shall, without prejudice to either of Mvela Gold's or
         GFL's right to subsequently exercise its rights under clause 9.1, be of
         no force and effect.

10.   PRE-EMPTIVE RIGHTS

      The Parties acknowledge and agree that neither Mvela Gold nor its
      successors-in-title or assigns will be entitled to sell or otherwise
      dispose of or alienate or transfer any of the Shares save in accordance
      with the terms and conditions of the Pre-emptive Rights Agreement.

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                                                                        Page 13.

11.   CESSION

11.1     Mvela Gold shall be entitled, subject to the provision of clause 11.2,
         to cede its rights, title and interest under this Agreement to Mezz SPV
         in terms of the Mezz SPV Cession in Security as security for Mvela
         Gold's obligations under the Mezz SPV Loan Agreement and Mezz SPV shall
         in turn be entitled to cede any rights under this Agreement obtained
         pursuant to the Mezz SPV Cession in Security to the Mezzanine
         Investors.

11.2     Unless otherwise agreed in writing by GFL, no cession referred to in
         clause 11.1 shall be valid or of any force and effect unless the
         relevant cessionary agrees in favour of GFL to be bound by the
         provisions of clauses 9 and 10 of this Agreement and the provisions of
         the Pre-emptive Rights Agreement upon the exercise of the Mezz SPV's
         rights under the Mezz SPV Cession in Security; provided that no such
         cession shall be construed as binding Mezz SPV or the Mezzanine
         Investors to perform any of the other obligations of Mvela Gold under
         this Agreement.

11.3     To the extent that any cession referred to in clause 11.1 gives rise to
         any splitting of claims against either GFL or GFI-SA, GFL and GFI-SA
         hereby consent to such splitting of claims.

12.   BREACH

      Should either GFI-SA or GFL on the one hand or Mvela Gold on the other
      hand (the "DEFAULTING PARTY") breach any provision of this Agreement and,
      if capable of being remedied, fail to remedy such breach within 10 (ten)
      Business Days after receiving written notice from the other (the
      "AGGRIEVED PARTY") requiring that it do so, then the Aggrieved Party shall
      be entitled, without prejudice to its other rights in law (including,
      without limitation, any right to claim damages) or in terms of this
      Agreement, to claim immediate specific performance of all of the
      Defaulting Party's obligations, whether or not such obligations would then
      otherwise have fallen due for performance but shall not be entitled to
      cancel this Agreement for any reason whatsoever.

13.   DISPUTES

13.1     Any dispute arising from or in connection with this Agreement or the
         termination thereof shall be finally resolved in accordance with the
         rules (the "RULES") of the Arbitration Foundation of Southern Africa
         ("AFSA") by an arbitrator or arbitrators appointed by AFSA. There shall
         be a right of appeal as provided for in the Rules.

<PAGE>

                                                                        Page 14.

13.2     Notwithstanding the provisions of clause 13.1, any Party shall be
         entitled to obtain urgent or interim relief from a court of competent
         jurisdiction.

13.3     The provisions of this clause 13 shall survive any termination, or
         purported termination, of this Agreement.

14.   NOTICES AND DOMICILIA

14.1     NOTICES

14.1.1            Each Party chooses the addresses set out opposite its name
                  below as its addresses to which any written notice in
                  connection with this Agreement may be addressed.

14.1.1.1                   MVELA GOLD:

                                          1 Albury Park
                                          First Floor, South Wing
                                          Magalieszicht Avenue
                                          DUNKELD WEST
                                          2196

                                          Telefax No.:    (011) 325-5320
                                          Attention  :    The Company Secretary

14.1.1.2                   GFI-SA:

                                          24 St Andrews Road
                                          Parktown
                                          JOHANNESBURG

                                          Telefax No.:    (011) 484-5842
                                          Attention  :    The Company Secretary
14.1.1.3                   GFL:

                                          24 St Andrews Road
                                          Parktown
                                          JOHANNESBURG

                                          Telefax No.:    (011) 484-5842
                                          Attention  :    The Company Secretary

<PAGE>

                                                                        Page 15.

14.1.2            Any notice or communication required or permitted to be given
                  in terms of this Agreement shall be valid and effective only
                  if in writing but it shall be competent to give notice by
                  telefax transmitted to its telefax number set out opposite its
                  name above.

14.1.3            Any Party may by written notice to the other Parties change
                  its chosen addresses and/or telefax number for the purposes of
                  clause 14.1.1 to any other address(es) and/or telefax number,
                  provided that the change shall become effective on the
                  fourteenth day after the receipt of the notice by the
                  addressee.

14.1.4            Any notice given in terms of this Agreement shall:

14.1.4.1                   if sent by a courier service be deemed to have been
                           received by the addressee on the 7th (seventh)
                           Business Day following the date of such sending;

14.1.4.2                   if delivered by hand be deemed to have been received
                           by the addressee on the date of delivery;

14.1.4.3                   if transmitted by facsimile be deemed to have been
                           received by the addressee on the first Business Day
                           after the date of transmission,

                  unless the contrary is proved.

14.1.5            Notwithstanding anything to the contrary herein contained, a
                  written notice or communication actually received by a Party
                  shall be an adequate written notice or communication to it,
                  notwithstanding that it was not sent to or delivered at its
                  chosen address and/or telefax number.

14.2     DOMICILIA

14.2.1            Each of the Parties chooses its address referred to in clause
                  14.1 as its domicilium citandi et executandi at which
                  documents in legal proceedings in connection with this
                  Agreement may be served.

14.2.2            Any Party may by written notice to the other Parties change
                  its domicilium from time to time to another address, not being
                  a post office box or a poste restante, in South Africa;
                  provided that any such change shall only be effective on the
                  fourteenth day after deemed receipt of the notice by the other
                  Party pursuant to clause 14.1.4.

<PAGE>

                                                                        Page 16.

15.   GOVERNING LAW

      The entire provisions of this Agreement shall be governed by and construed
      in accordance with the laws of South Africa.

16.   JURISDICTION

      Subject to the provisions of clause 13, the Parties hereby irrevocably and
      unconditionally consent to the non-exclusive jurisdiction of the
      Witwatersrand Local Division of the High Court of South Africa (or any
      successor to that division) in regard to all matters arising from this
      Agreement.

17.   GENERAL

17.1     This document constitutes the sole record of the agreement between the
         Parties in regard to the subject matter thereof.

17.2     No Party shall be bound by any express or implied term, representation,
         warranty, promise or the like, not recorded herein.

17.3     No addition to, variation or consensual cancellation of this Agreement
         and no extension of time, waiver or relaxation or suspension of any of
         the provisions or terms of this Agreement shall be of any force or
         effect unless in writing and signed by or on behalf of all the Parties.

17.4     No latitude, extension of time or other indulgence which may be given
         or allowed by any Party to any other Party in respect of the
         performance of any obligation hereunder or enforcement of any right
         arising from this Agreement and no single or partial exercise of any
         right by any Party shall under any circumstances be construed to be an
         implied consent by such Party or operate as a waiver or a novation of,
         or otherwise affect any of that Party's rights in terms of or arising
         from this Agreement or estop such Party from enforcing, at any time and
         without notice, strict and punctual compliance with each and every
         provision or term hereof.

17.5     The Parties undertake at all times to do all such things, to perform
         all such acts and to take all such steps and to procure the doing of
         all such things, the performance of all such actions and the taking of
         all such steps as may be open to them and necessary for or incidental
         to the putting into effect or maintenance of the terms, conditions and
         import of this Agreement.

<PAGE>

                                                                        Page 17.

17.6     Subject to the provisions of clause 11, no Party shall be entitled to
         cede or delegate any of its rights or obligations under this Agreement
         without the prior written consent of the other Parties.

18.   COSTS

18.1     Each Party shall bear its own costs of and incidental to the
         negotiation, preparation and execution of this Agreement.

18.2     All legal costs incurred by any Party in consequence of any default of
         the provisions of this Agreement by any other Party shall be payable on
         demand by the defaulting Party on the scale as between attorney and own
         client and shall include collection charges, the costs incurred by the
         non-defaulting Party in endeavouring to enforce such rights prior to
         the institution of legal proceedings and the costs incurred in
         connection with the satisfaction or enforcement of any judgement
         awarded in favour of the non-defaulting Party in relation to its rights
         in terms of or arising out of this Agreement.

19.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be an original of the Party or Parties executing the
      same and all of which together with be deemed to constitute one and the
      same agreement.

SIGNED at ________________ on this the_____ day of _____________ 2003.

                                              For and on behalf of
                                              LEXSHELL 579 INVESTMENTS
                                              PROPRIETARY) LIMITED

                                              ____________________________
                                              Name:
                                              Capacity:
                                              Who warrants his authority hereto

<PAGE>

                                                                        Page 18.

SIGNED at ________________ on this the_____ day of _____________ 2003.

                                              For and on behalf of
                                              GFI MINING SOUTH AFRICA
                                              LIMITED

                                              ____________________________
                                              Name:
                                              Capacity:
                                              Who warrants his authority hereto

SIGNED at ________________ on this the_____ day of _____________ 2003.

                                              For and on behalf of
                                              GOLD FIELDS LIMITED

                                              ____________________________
                                              Name:
                                              Capacity:
                                              Who warrants his authority hereto

<PAGE>

                                                                        Page 19.

                                                                      SCHEDULE 1

                           SHARE EXCHANGE METHODOLOGY

1.    PRINCIPLES

1.1      The valuation methodology governing the optional exchange of GFI-SA
         Shares into GFL Shares is governed by clause 8.2.4 of the Memorandum of
         Understanding entered into by GFL and Mvela Resources on 10 June 2003
         ("THE MOU"). The overriding principle inherent in clause 8.2.4 is one
         of a "value for value swap", that is, the fair value of Mvela Gold's
         holding in GFI-SA is exchanged for an equivalent value holding in GFL.

1.2      The process of determining the Exchange Ratio (as defined in paragraph
         1.5 below) can commence:


1.2.1.            180 (one hundred and eighty) days before the 5th anniversary
                  of the advance of the Loan Amount to GFI-SA; or


1.2.2             immediately in the event of the Senior Agent delivering a
                  valid Acceleration Notice (as defined in the GFI-SA Loan
                  Agreement) in accordance with the terms of the GFI-SA Loan
                  Agreement; or

1.2.3             immediately in the event of notification by GFI-SA of its
                  intention to prepay its Payment Obligations in accordance with
                  the terms of the GFI-SA Loan Agreement; or

1.2.4.            at the election of the Mezzanine Investors in accordance with
                  the terms of the Mezz SPV Loan Agreement, if the refinancing
                  plan presented to them in accordance with the terms of the
                  Mezz SPV Loan Agreement 6 (six) months before the 5th
                  anniversary of the advance of the Loan Amount to GFI-SA shows
                  that the loan by the Mezz SPV to Mvela Gold in terms of the
                  Mezz SPV Loan Agreement will most likely be repaid from the
                  sale of listed GFL Shares by Mvela Gold.

         provided that, notwithstanding anything to the contrary contained in
         this Agreement, the actual exchange of the GFI-SA Shares for the GFL
         Shares may only occur if the issued ordinary shares of GFL are on the
         date of implementation of the Share Exchange listed on a licensed stock
         exchange in South Africa, the United States of America and/or the
         United Kingdom and the issued ordinary shares of GFI-SA are not then
         listed on the JSE.

<PAGE>

                                                                        Page 20.

1.3      Upon the occurrence of any of the events referred to in paragraph 1.2
         and until the expiry of a period of 1 (one) year after the Subscription
         Date:

1.3.1             Mvela Gold shall be entitled by giving written notice to GFL
                  and GFI-SA to such effect; and


1.3.2             GFL shall be entitled by giving written notice to Mvela Gold
                  to such effect,

         (any such written notice being hereinafter referred to as the "EXCHANGE
         NOTICE") to require that Mvela Gold's GFI-SA Shares be exchanged for
         GFL Shares on or after (but not before) the Subscription Date. The date
         on which the Exchange Notice is given by either Mvela Gold or GFL, as
         the case may be, is hereinafter referred to as the "EXCHANGE NOTICE
         DATE".

1.4      The number of GFL Shares to be issued to Mvela Gold in exchange for the
         GFI-SA Shares will be determined by multiplying the Exchange Ratio by
         the total number of issued ordinary shares of GFL in issue on the
         Exchange Notice Date; provided that if during the period commencing on
         the Exchange Notice Date and ending on the date of issue of the GFL
         Shares (the "ISSUE DATE") the total number of issued ordinary shares of
         GFL is increased by any splitting or sub-division of the issued
         ordinary shares of GFL or decreased by any consolidation of the issued
         ordinary shares of GFL, the number of GFL Shares to be issued to Mvela
         Gold pursuant to the Share Exchange will be adjusted on a pro rata
         basis.

1.5      The "EXCHANGE RATIO" means 15% (fifteen percent) of the Adjusted DCF of
         GFI-SA (as defined in paragraph 2 below) divided by the Adjusted DCF of
         GFL (as defined in paragraph 2 below) as at the Exchange Notice Date.

1.6      The Party giving the Exchange Notice under paragraph 1.3 above ( the
         "NOTIFYING PARTY") shall advise the other (the "RECEIVING PARTY") in
         writing in that Exchange Notice of what, in its opinion, the Exchange
         Ratio is as at the Exchange Notice Date and what the resultant number
         of the GFL Shares to be issued to Mvela Gold is. The Receiving Party
         shall advise the Notifying Party in writing (the "RESPONSE NOTICE"),
         within 14 (fourteen) days of delivery to it of such Exchange Notice,
         whether it agrees with the Notifying Party's opinion as to what the
         Exchange Ratio is as at the Exchange Notice Date, and if it does not
         agree with what the Exchange Ratio is as at the Exchange Notice Date,
         of what, in its opinion, the Exchange Ratio is as at the Exchange
         Notice Date and what the resultant number of the GFL Shares to be
         issued to Mvela Gold is. If the number of GFL Shares to be issued to
         Mvela Gold specified in the Receiving Party's Response Notice differs
         by less than 10% (ten percent) of number of GFL Shares to be issued to
         Mvela Gold


<PAGE>

                                                                        Page 21.

         specified in the Notifying Party's Exchange Notice, the number of GFL
         Shares to be issued to Mvela Gold in exchange for the GFI-SA Shares
         shall be deemed to be agreed between GFL and Mvela Gold as the average
         of the two, subject to the "Independent determination of the ratio by
         the Mezzanine Investors" referred to in paragraph 1.10 below. The date
         on which the Receiving Party delivers its Response Notice is
         hereinafter referred to as the "RESPONSE DATE".

1.7      If, after a 14 (fourteen) day negotiation period (the "NEGOTIATION
         PERIOD"), starting on the Response Date, the difference in the number
         of GFL Shares to be issued to Mvela Gold is still 10% (ten percent) or
         greater or the Notifying Party and the Receiving Party have not agreed
         on the number of GFL Shares to be issued to Mvela Gold pursuant to the
         Share Exchange, then the Exchange Ratio as at the Exchange Notice Date
         shall be determined, in accordance with the valuation procedure set out
         in paragraph 2 below, by an independent merchant or investment bank
         advised by a person regarded as an independent competent person by The
         South African Code for Reporting of Mineral Resources and Mineral
         Reserves ("SAMREC"). The following procedure shall be adopted to
         appoint both the independent merchant or investment bank ("IMB") and
         the independent competent person ("CP") (together hereinafter referred
         to as the "VALUERS"):

1.7.1             either Mvela Gold and GFL will agree on the identity of the
                  IMB and the CP; or

1.7.2             failing such agreement, within 5 (five) Business Days after
                  the termination of the Negotiation Period, an IMB of
                  international standing will, at the request of either GFL or
                  Mvela Gold, be selected by the Chairperson of the Arbitration
                  Foundation of Southern Africa within 5 (five) Business Days of
                  being requested to do so. The IMB will be requested to select
                  a CP with expertise in valuing underground, surface and
                  exploration mining assets within 5 (five) Business Days of
                  being requested to do so.

1.8      Once the IMB and CP have been selected, they will be appointed by GFL
         and Mvela Gold within 7 (seven) days of both of them being selected.
         The costs of the appointment of the Valuers will be borne equally by
         GFL and Mvela Gold.

1.9      In determining the Exchange Ratio as at the Exchange Notice Date the
         Valuers will:

1.9.1             use a discounted cash flow methodology as outlined in
                  paragraph 2 below;

<PAGE>

                                                                        Page 22.

1.9.2             act as experts and not as arbitrators and their determinations
                  shall be final and binding on the Parties in the absence of
                  manifest error;

1.9.3             have a period of 60 (sixty) days from date of their
                  appointment to complete their determinations.

1.10     INDEPENDENT DETERMINATION OF THE RATIO BY THE MEZZANINE INVESTORS

         If the Exchange Ratio as at the Exchange Notice Date is agreed, or is
         deemed to be agreed, between GFL and Mvela Gold in terms of paragraph
         1.6 or 1.7 above, the Mezzanine Investors will immediately be informed
         in writing of such agreement and the number of GFL Shares to be issued
         to Mvela Gold pursuant to the Share Exchange. If the value of the
         listed GFL Shares to be issued to Mvela Gold (based on the volume
         weighted average value of these GFL Shares over the 30 (thirty) days up
         to the date the Mezzanine Investors are informed of the number of GFL
         Shares to be issued to Mvela Gold pursuant to the Share Exchange) is
         less than 115% (one hundred and fifteen percent) of the total
         outstanding amount due to Mezz SPV under the Mezz SPV Loan Agreement as
         at the date the Mezzanine Investors are so informed, the Mezzanine
         Investors will then have 7 (seven) days to decide (in accordance with
         the terms of their inter-creditor agreement) whether to themselves call
         for an independent determination (at their own expense) of the Exchange
         Ratio as at the Exchange Notice Date by an IMB and CP. If the Mezzanine
         Investors decide to call for an independent determination by an IMB and
         CP, they will appoint an independent and reputable IMB and an
         independent and reputable CP of their own choice (but after consulting
         with GFL as to the acceptability of their choice of IMB and CP) within
         7 (seven) days, who will then apply the procedure outlined in paragraph
         2 of this Schedule 1 and complete their determination within 60 (sixty)
         days of their appointment. If appointed, the Exchange Ratio as at the
         Exchange Notice Date determined by the IMB and CP pursuant to this
         paragraph 1.10 will, in the absence of manifest error, be final and
         binding on the Parties and the Mezzanine Investors and will be used in
         substitution of the Exchange Ratio agreed, or deemed to be agreed,
         between GFL and Mvela Gold. The provisions of this paragraph 1.10 will
         not apply if determination of the Exchange Ratio made by the Valuers.

2.    VALUATION

                            (15% * Adjusted DCF of GFI - SA)
         "EXCHANGE RATIO" =  -------------------------------
                                  (Adjusted DCF of GFI)

<PAGE>

                                                                        Page 23.

2.1      "ADJUSTED DCF" (whether for GFI-SA or GFL) means the DCF's determined
         above plus or minus the adjustments as set out in paragraph 2.7 below,
         for each relevant operation.

2.2      "DCF" means a discounted cash flow calculation. The items making up a
         DCF calculation are further defined in paragraph 2.6 below.

2.3      "DCF OF GFI-SA" means the DCF's of all the operations within GFI-SA.

2.4      "DCF OF GFL" means the aggregate of GFL's attributable portions of the
         DCF's of all the operations within GFL, including the attributable
         portion of the DCF of GFI-SA (i.e. 85% (eighty-five percent) of the DCF
         of GFI-SA).

2.5      The calculation of the Exchange Ratio therefore requires any person
         undertaking such calculation to do 2 (two) calculations, the first
         being the Adjusted DCF of GFI-SA and the second being the Adjusted DCF
         of all other operations in the GFL Group. GFL will provide all
         information required by Mvela Gold (whether before or after the
         Exchange Notice Date), the IMB or the CP, as the case may be, and all
         reasonable assistance necessary to enable Mvela Gold (whether before or
         after the Exchange Notice Date), the IMB or the CP, as the case may be,
         to calculate the Exchange Ratio as at the Exchange Notice Date, the
         total number of issued Equity Shares of GFL in issue on the Exchange
         Notice Date and the number of GFL Shares to be issued to Mvela Gold as
         at the Exchange Notice Date.

2.6      DCF is the discounted cashflow valuation of a mining operation. The DCF
         of the individual operations shall be based on the after tax; after
         capex cashflows of the operations, based on the reserves as per the
         life of mine projections per the SAMREC code. The projected figures to
         be used in the DCF are real figures instead of nominal figures and
         shall include inter alia the following (all projections as at the
         Exchange Notice Date):

2.6.1             operating income and operating expenses (including healthcare
                  and pension costs) adjusted as necessary for non cash
                  expenses;

2.6.2             working capital;

2.6.3             capital expenditure;

2.6.4             taxation (net of tax rebates, tax credits etc.);

2.6.5             any other taxes applicable to any operation at the valuation
                  date (such as royalties);

<PAGE>

                                                                        Page 24.

2.6.6             overhead costs incurred by any GFL Group Company (currently
                  GFL Mining Services Limited) on behalf of the operation in
                  question and charged by such GFL Group Company (currently GFL
                  Mining Services Limited) to such operations;

2.6.7             proportional share of group costs such as World Gold Council
                  subscription and Gold Fields Group Social Investment
                  contributions, unless where these costs are specifically
                  attributable in which case the actual costs will be used;

2.6.8             rehabilitation costs (including payments to rehabilitation
                  funds);

2.6.9             asset sales and plant clean up will be disregarded on the
                  basis that it has been agreed that these will net off.

2.7      To arrive at Adjusted DCF, the DCF calculated in paragraph 2.6 above is
         adjusted as follows (all values as at the Exchange Notice Date):

2.7.1             the book value of any debt attributable to the relevant
                  operation will be deducted from the DCF value of that
                  operation. This will include inter-company and shareholder
                  debt, suitably adjusted if done at rates which are not market
                  related;

2.7.2             the market value of cash or investments held by each operation
                  will be added to the DCF value;

2.7.3             any other assets and liabilities which are not included in the
                  discounted cashflow valuations or in paragraph 2.7.1 or
                  paragraph 2.7.2 above as applicable;

2.7.4             adjustments must be made to ensure that, to the extent that
                  debt against the GFI-SA balance sheet is utilized to fund
                  operations outside of GFI-SA, that debt will be deducted from
                  the Adjusted DCF of GFL's valuation and added back to the
                  adjusted DCF of GFI-SA. The converse will also apply as
                  applicable. Any borrowings in excess of R50 million within the
                  GFL Group would have been approved by the board of directors
                  of GFL which would indicate the purpose thereof.

         However, the Parties accept that the ability of GFL to gear its various
         balance sheets and manage its cash resources cannot be fettered.

2.7.5             Subject to the provisions of paragraph 3.1 below, in
                  accordance with its current policy, it is accepted that GFI-SA
                  can distribute 100% (one

<PAGE>

                                                                        Page 25.

                  hundred percent) of its Free Cash Flow as dividends. Free Cash
                  Flow for this purpose is defined as revenue less operating
                  cash costs, less interest paid, less taxes paid, less
                  royalties paid, less ongoing capital expenditure. For this
                  purpose Free Cash Flow excludes proceeds realised on the
                  disposal of any capital asset. Ongoing capital expenditure is
                  the cost of sustaining existing operations in accordance with
                  their life of mine plans, excluding projects to access ground
                  below existing infrastructure as at the Signature Date ("NEW
                  PROJECTS"). New Projects will be financed by debt or
                  shareholder loans on commercial terms. For the period between
                  the Effective Date and the Subscription Date, any person
                  determining the Exchange Ratio must add all dividend payments
                  made in that period that are regarded as being made out of
                  borrowed funds (or exceeding Free Cash Flow) to the Adjusted
                  DCF of GFI-SA and subtract the same amount from the Adjusted
                  DCF of GFL.

2.7.6             It is recognised that some entities in the GFL Group (such as
                  GFL) will not require a DCF calculation, but only Adjusted
                  DCF's since they are not conducting mining operations but do
                  own assets.

2.8      The following items are specifically excluded from the DCF and Adjusted
         DCF calculations:

2.8.1             financing costs, being interest and finance charges under
                  leases (since the debt component is deducted to arrive at
                  Adjusted DCF);

2.8.2             deferred tax;

2.8.3             healthcare and pension provisions;

2.8.4             the item classified by the auditors of GFL as the "equity
                  component" of the loan advanced by Mvela Gold as part of this
                  transaction (as per the relevant accounting statements);

2.8.5             the value of ancillary assets such as security services and
                  hospitals will be disregarded for both GFI-SA and GFL (if
                  any);

2.8.6             financial guarantees from one group company to another are
                  ignored since the actual debt incurred is adjusted for.

2.9      For non-wholly owned operations, the DCF and Adjusted DCF will only
         incorporate the applicable percentage of the relevant cashflows or
         asset/liability, whether at every line item or through a once off final
         adjustment.

<PAGE>

                                                                        Page 26.

2.10     The Adjusted DCF of GFL shall be determined using the same methodology
         and principles used in determining the Adjusted DCF of GFI-SA. The DCF
         calculation and further adjustments for each operation will be done in
         the currency of the country where the operation is located (or in US$
         if that is the operation's principal currency used) and the foreign
         currency DCF will be converted to a ZAR DCF at the average of closing
         price (South African markets close) of that currency for the previous
         30 (thirty) trading days.

2.11     The Gold price per ounce to be used in the DCF calculations shall be
         the average for the last 30 (thirty) trading days of the South African
         closing spot rate for 1 ounce of Gold in US$. This gold price will be
         converted to a home currency gold price (per ounce or kilogram as
         applicable) at the average of closing price of that currency for the
         previous 30 (thirty) trading days. Other commodity prices, as
         applicable, shall be set in the same way.

2.12     The discounted values for GFI-SA and GFL will include value associated
         with exploration assets and resources as determined by the person
         undertaking the valuation.

2.13     The valuation shall use 5% (five percent) as a real discount rate for
         all cash flows from operations unless there are compelling reasons in
         the opinion of the person undertaking such valuation to alter this
         discount rate to compensate for subsequent changes in the relative risk
         (including operational, construction and country risk) associated with
         each asset.

2.14     Hedges, if any, shall be valued on a mark-to-market basis and shall be
         accounted for in the relevant operation whose production/interest
         rates/currency is being hedged.

2.15     The value of assets sold between GFL Group Companies on terms which are
         not arm's length terms may be adjusted appropriately by any person
         undertaking the valuation of the relevant operations.

<PAGE>

                                                                        Page 27.

3.    INTERGROUP LOAN ARISING FROM REORGANISATION AGREEMENT

         Due to the internal re-organisation in the GFL Group to create GFI-SA,
         the assets will be purchased by GFI-SA in terms of the Reorganisation
         Agreement at book value which at 31 October 2003 amounted to R4,671
         billion. This amount is funded on loan account from GFL. An amount of
         R4,139 billion will be re-financed through the GFI-SA Loan Agreement.
         The balance will carry interest at market related rates. Any portion of
         this inter-company loan account plus accrued interest thereon still
         outstanding at the Exchange Notice Date will be disregarded as an asset
         in the Adjusted DCF of GFL and will be disregarded as a liability in
         the Adjusted DCF of GFI-SA.