GFI

Business Context and Reporting Period

This Form 6-K, dated November 26, 2003, details a joint cautionary announcement between Gold Fields Limited ("Gold Fields") and Mvelaphanda Resources Limited ("Mvela Resources"). The filing outlines a definitive agreement for Mvela Resources to acquire a 15% beneficial interest in Gold Fields' South African gold mining assets and operations (the "Empowerment Interest") for a consideration of R4,139 million. The transaction is structured to satisfy the Broad Based Socio-Economic Empowerment Charter for the South African Mining Industry ("Mining Charter") by increasing ownership for historically disadvantaged South Africans (HDSAs).

Key Financial Metrics and Transaction Structure

The transaction involves a complex financing structure rather than a direct cash purchase from Gold Fields' existing balance sheet. Key financial terms include:

• Consideration: R4,139 million payable in cash to Gold Fields via a loan structure.
• Loan Structure: Mvela Gold (a subsidiary of Mvela Resources) will lend R4,139 million to GFI Mining South Africa Limited ("GFI-SA"), a newly formed Gold Fields subsidiary holding the South African assets.
• Interest Rate: The GFI-SA Loan carries an interest rate of 95 basis points over the 5-year swap curve (indicative rate of 10.23% per annum), payable semi-annually.
• Term: The loan is repayable after five years, at which point Mvela Gold will subscribe for 15% of GFI-SA's equity.
• Financing Sources: Mvela Gold will fund the loan through a commercial bank loan (approx. R1,349 million), mezzanine finance (R1,100 million), and an equity capital raising.

Material Changes and Pro Forma Financial Effects

The filing provides pro forma financial effects based on Gold Fields' audited results for the year ended June 30, 2003, assuming the transaction was effective on July 1, 2002. The filing does not report actual revenue or profit changes for the current period but projects the following impacts:

For Mvela Resources, the pro forma effects for the six months ended March 31, 2003, show a significant reduction in loss per share (from R91.35 to R15.56) and a 54.4% increase in net asset value per share.

Guidance, Outlook, and Risks

Management Commentary and Use of Proceeds: Gold Fields intends to use the proceeds from the asset sale to finance growth opportunities, including local projects (Kloof Extension, Driefontein drop down) and international organic growth or acquisitions. The transaction is designed to be sustainable with limited recourse to the Gold Fields balance sheet.

Conditions Precedent: The transaction is subject to several conditions, including shareholder approval from both Gold Fields and Mvela Resources, regulatory approvals (JSE and Exchange Control Department), and the raising of required financing by Mvela Resources.

Risks and Contingencies:

• Accounting Treatment: The sale of the 15% shareholding will only become effective for accounting purposes in five years when ordinary shares are issued.
• Financing Risk: The transaction depends on Mvela Resources successfully raising the balance of required financing through an equity capital raising.
• Lock-in Period: Mvela Resources has undertaken not to dispose of the Empowerment Interest for five years.

Key Facts for Investor Verification

• Verify the successful completion of the equity capital raising by Mvela Resources to fund the R4,139 million loan.
• Confirm receipt of all necessary regulatory approvals, specifically from the JSE and the South African Reserve Bank's Exchange Control Department.
• Monitor the shareholder vote outcomes at both Gold Fields and Mvela Resources general meetings.
• Review the definitive agreements to confirm the specific terms of the "Exchange" right, which allows Mvela Gold to swap GFI-SA shares for Gold Fields ordinary shares after the lock-in period.
• Assess the impact of the 10.23% interest rate on the GFI-SA Loan against Gold Fields' cost of capital and the projected returns on the reinvested proceeds.