Gold Fields LTD. has entered into a definitive agreement with Osisko Mining to acquire all the common shares of Osisko Mining on the Toronto Stock Exchange. This transaction, if approved by Osisko Mining shareholders, will give Gold Fields full control of the Windfall Project in

Quebec, Canada, currently jointly and equally owned and managed by Gold Fields and Osisko Mining.

Gold Fields has agreed to acquire the Osisko Mining shares at a price of C$4.90/share in an all cash transaction. The offer price implies a fully diluted equity value for Osisko Mining of approximately C$2.16 billion (US$1.57 billion) and enterprise value of C$1.48 billion (US$1.08 billion). The offer price is a premium of 55 percent to Osisko Mining’s 20-day volume-weighted average trading price on the TSX for the period ending Aug. 9, 2024.

Once completed, the transaction will consolidate Gold Fields’ 50 percent partnership stake into full ownership and control of the Windfall Project and its entire exploration district and will eliminate existing obligations of a C$300 million deferred cash payment and C$75 million exploration obligation, which were part of the May 2023 Windfall JV transaction with Osisko Mining.

The transaction will be subject to the approval of at least two-thirds of the votes cast by Osisko Mining shareholders, as well as a simple majority of the votes cast by Osisko Mining shareholders excluding certain related parties, at a shareholder meeting expected to be held in October 2024. Both companies’ boards of directors have approved and are supportive of the transaction, with Osisko Mining directors recommending that shareholders vote in favor of the transaction.

The transaction will be implemented by way of a Canadian plan of arrangement. If approved, the transaction is expected to be finalized in the fourth quarter of 2024.

“We are pleased to consolidate the remaining 50 percent interest in Windfall and its highly prospective exploration camp,” said Gold Fields chief executive officer Mike Fraser. “Deposits with the scale and quality of Windfall, with a highly prospective exploration camp on top of that, are extremely rare, let alone in a world-class jurisdiction like Quebec, Canada. Throughout our joint ownership of the project since May 2023, and the due diligence that preceded it, we have developed a strong understanding of Windfall and its potential and view it as the next long-life cornerstone asset in our portfolio. The acquisition is consistent with our strategy to improve the quality of our portfolio through investment in high-quality, long-life assets, like Windfall. It provides an opportunity to consolidate our presence in Quebec, a Tier-1 mining jurisdiction, and apply our experience in greenfields exploration, project development and underground mining.”

Gold Fields is in a strong financial position to satisfy the transaction funding requirements, with an investment-grade credit rating. As of March 31, 2024, Gold Fields had a net debt to EBITDA of 0.51x, held US$424 million in cash and approximately US$1.8 billion in undrawn debt facilities. The company has also received a commitment from several banks to provide US$500 million via a new bank liquidity facility to fund part of the transaction.