GOLD FIELDS LIMITED
AND
SINO GOLD LIMITED
GOLD FIELDS AND SINO GOLD JOIN FORCES TO GROW IN CHINA 
Sydney and Johannesburg, 22 November 2006:
Sino Gold Limited (Sino Gold) (ASX:
SGX) and Gold Fields Limited (Gold Fields) (NYSE, JSE, DIFX: GFI) are pleased to
announce the formation of a major new strategic alliance, combining Sino Gold"s
proven and recognised operational, development and business capabilities in
China with the technical, financial and human resources expertise of Gold
Fields, the world"s fourth largest gold company.
The strategic alliance will:
- Introduce Gold Fields as the largest shareholder in Sino Gold through the
placement of 6.5 million ordinary shares, at a price of $5.58 per share,
taking Gold Fields" total shareholding in Sino Gold to 27,708,020 million
shares or 17.4% of the company"s expanded total issued share capital;
- Create a dedicated new, 50:50 jointly owned and funded, group to target and
explore China for projects that meet Gold Fields" benchmark "rule of fives"
criteria: resources of at least 5,000,000 ounces of gold and production
capacity of approximately 500,000 ounces of gold per annum;
- Integrate Gold Fields" existing exploration assets and personnel in China
into Sino Gold which, in terms of the strategic alliance, will in future
conduct all of Gold Fields" exploration activity in China; and
- Provide Sino Gold access to the technical expertise and training programs
of Gold Fields.
Ian Cockerill, chief executive officer of Gold Fields, said:
"This strategic alliance represents the next logical step in the developing
relationship between Gold Fields and Sino Gold, our long standing partner in
China. It provides Gold Fields with the ability to strengthen and accelerate its
exploration efforts for large, high quality, long life assets in a highly
prospective region of the world."
"China is a key strategic region for Gold Fields and combining our technical,
financial and human resources expertise with Sino Gold"s proven commercial and
operational track record in China, will create a stronger partnership to deliver
on our mutual exploration and development objectives," added Cockerill.
The strategic alliance will explore primarily for porphyry, high-sulphidation
epithermal or sediment-hosted disseminated orogenic style gold mineralisation.
These styles of mineralisation are not currently the focus of Sino Gold"s
exploration program in China.
Jake Klein, chief executive officer of Sino Gold, said: "We are very pleased
that a company of Gold Fields" calibre has chosen Sino Gold as its exploration
and development vehicle in China. The combination of Gold Fields, the world"s
4th largest gold producer, and Sino Gold, the largest foreign gold producer in
China, is both compelling and powerful. The exploration focus introduced through
this alliance is a significant addition to, and separate from, Sino Gold"s
current exploration program."
"This strategic alliance will provide additional funding and expertise to
further accelerate our exploration in order to discover and develop multi-
million ounce deposits in China, in styles of deposits that Sino Gold has to
date not been targeting. The structure of the alliance provides the shareholders
of both companies with a very powerful vehicle to participate in the discovery
of world-class gold deposits in China," said Klein.
Klein continued: "This strategic alliance, combined with Sino Gold"s upcoming
secondary listing on the Hong Kong Stock Exchange, will provide the ideal
platform to grow and develop Sino Gold into China"s leading gold company."
The companies have signed a binding Heads of Agreement, the key terms of which
are the following:
- A new entity will be formed which will be equally funded by both parties.
This is to be a wholly separate entity from Sino Gold"s other business
development teams in China;
- All of China is included, except for Sino Gold"s projects around the
Laizhishan Dome area near Jinfeng and White Mountain;
- The exploration undertaken by the new entity will be managed by Sino Gold;
Gold Fields will manage the development and operation of any new projects
resulting from the alliance that meet the agreed Gold Fields benchmark
criteria;
- Sino Gold has the right to properties which do not meet the criteria
referred to above; and
- Processes to facilitate technical co-operation have been defined, such as
the exchange of technical information and personnel.
As part of this strategic alliance, the parties have agreed that:
- Subject to the approval of the Foreign Investment Review Board (FIRB) of
Australia, Sino Gold will place 6.5 million shares at a 7.5% premium to its
10 Day VWAP share price with Gold Fields, increasing Gold Fields" ownership
of Sino Gold from 13.9% to 17.4%;- Gold Fields will nominate a director to the Sino Gold board;
- Subject to any regulatory approvals required, Gold Fields will be
entitled to pro-rata participation in future Sino Gold equity issues, so
that Gold Fields" holding in the Company is not diluted; and
- Gold Fields" will transfer all of its existing assets and joint ventures in
China into the new entity for an amount to be agreed.
-ends-
