GOLD FIELDS LIMITED - Gold Fields announces potential bond offering

Gold Fields announces potential bond offering

Gold Fields Limited
Reg. No. 1968/004880/06
Incorporated in the Republic of South Africa
JSE, NYSE, DIFX Share Code: GFI
ISIN Code:ZAE000018123
("Gold Fields", the "Company" or the "Group")


    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
       WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

GOLD FIELDS ANNOUNCES POTENTIAL BOND OFFERING

Gold Fields, rated Baa3 (Stable) by Moody's and BBB- (Stable) by
S&P, has mandated Citigroup, RBC Capital Markets and Scotia Capital
(USA) as joint global coordinators and active bookrunners to
arrange a series of fixed income investor calls commencing on
Monday, 31 March 2025.

A USD-denominated Rule 144A / Reg S senior unsecured benchmark-
sized 10-year bond offering (the "Notes") is expected to follow,
subject to market conditions.

The Notes will be issued by Windfall Mining Group Inc. and
guaranteed by Gold Fields Limited and Gold Fields Holdings Company
Limited. The Company intends to use the net proceeds from the Notes
offering for general corporate purposes, including to repay amounts
outstanding under the USD 750,000,000 bridge facilities that were
used to fund the acquisition of Osisko Mining Inc in October 2024.

DISCLAIMER
UK MiFIR Professional investors and ECPs-only – Manufacturer target
market   (UK   MiFIR  product   governance   rules)   is   eligible
counterparties and professional investors only (all distribution
channels).

Investors should not subscribe for any of the Notes except on the
basis of information contained in the preliminary listing
particulars dated Monday 31 March 2025 as supplemented by a pricing
term sheet to be prepared by the Issuer in connection with the
Notes (together, the "Offering Memorandum").

This announcement does not constitute or form a part of any offer
or solicitation to purchase or subscribe for the Notes in the
United States or any other jurisdiction. The Notes have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act"), or the securities laws of
any other jurisdiction. Absent registration under the U.S.
Securities Act,    Notes may not be offered, sold or otherwise
transferred within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the U.S.
Securities Act), except to qualified institutional buyers (as
defined in Rule 144A of the U.S. Securities Act ("Rule 144A"))
pursuant to Rule 144A or pursuant to another applicable exemption
from registration. No public offering of the Notes will be made in
the United States or in any other jurisdiction where such an
offering is restricted or prohibited.

This announcement and the offering of any securities described
herein are only addressed to and directed at persons who, in the
European Economic Area or in the United Kingdom, are not retail
investors, defined as a person who is one (or more) of: (i) a
retail client, with respect to the European Economic Area, as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II") and, with respect to the United Kingdom, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer, with respect
to the European Economic Area, within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II and, with respect
to the United Kingdom, within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 ("UK MiFIR") as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified
investor, with respect to the European Economic Area, as defined
in the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") and, with respect to the United Kingdom, as defined
in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA (the "UK Prospectus
Regulation").

Promotion of the Notes in the United Kingdom is restricted by the
Financial Services and Markets Act 2000 (the "FSMA"), and
accordingly, the Notes are not being promoted to the general public
in the United Kingdom. This announcement is for distribution only
to, and is only directed at, persons who (i) have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, (iii) are outside the UK,
or (iv) are persons to whom an invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the
FSMA) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons
and must not be acted on or relied on by anyone who is not a
relevant person. FCA/ICMA stabilisation applies.

This announcement does not, nor does it intend to, constitute an
"offer to the public" (as that term is defined in the South African
Companies Act, 2008 (the "South African Companies Act")), and does
not nor is it intended to, constitute a ''registered prospectus'',
as contemplated in the South African Companies Act. Accordingly,
no prospectus has been filed with the South African Companies and
Intellectual Property Commission in respect of the issue or
offering of the Notes. The Notes will not be offered for
subscription to any member of the general public (as contemplated
in the South African Banks Act, 1990 (the "Banks Act")) in South
Africa. This announcement is not an offer to subscribe for
securities, nor a solicitation of any offers for subscription of
securities, to any member of the general public (as contemplated
in the Banks Act) domiciled or incorporated in South Africa.

The information contained in this announcement constitutes factual
information as contemplated in the South African Financial Advisory
and Intermediary Services Act, 2012, as amended, ("FAIS Act") and
should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of
the Notes or in relation to the business or future investments of
the Company, is appropriate to the particular investment
objectives, financial situations or needs of a prospective
investor, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.

31 March 2025

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

Investor and media enquiries:
Jongisa Magagula
Tel: +27 11 562 9775
Mobile: +27 82 562 5288
Email: Jongisa.Magagula@goldfields.com
Thomas Mengel
Tel: +27 11 562 9849
Mobile: +27 72 493 5170
Email: Thomas.Mengel@goldfields.com

About Gold Fields
Gold Fields is a globally diversified gold producer with nine mines
in Australia, South Africa, Ghana, Chile and Peru and one project
in Canada. The Company has total attributable annual gold-
equivalent production of 2.1Moz, proved and probable gold Mineral
Reserves of 44.3Moz, measured and indicated gold Mineral Resources
of 30.4Moz (excluding Mineral Reserves) and inferred Gold Mineral
Resources of 11.6Moz (excluding Mineral Reserves). Our shares are
listed on the Johannesburg Stock Exchange (JSE) and our American
depositary shares trade on the New York Exchange (NYSE).

Date: 31-03-2025 10:34:00
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