Correspondence 0001193125-23-253881 from GOLD FIELDS LTD (GFI, GFIOF) (CIK 0001172724) (GFI)
GOLD FIELDS LTD (GFI, GFIOF) (CIK 0001172724)
Date: Oct. 11, 2023 · CIK: 0001172724 · Accession: 0001193125-23-253881
AI Filing Summary & Sentiment
File numbers found in text: 001-31318
Referenced dates: September 12, 2023
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CORRESP 1 filename1.htm CORRESP October 11, 2023 Gold Fields Limited Reg. 1968/004880/06 150 Helen Road, Sandown, Sandton, 2196 Via EDGAR Postnet Suite 252 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: John Coleman and Craig Arakawa Private Bag X30500 Houghton, 2041 South Africa Tel +27 11 562-9700 Fax +27 11 562-0000 www.goldfields.com Re: Gold Fields Limited Form 20-F for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 001-31318 Dear Messrs. Coleman and Arakawa: I refer to your letter dated September 12, 2023 setting forth comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) relating to the annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”) of Gold Fields Limited (the “Company” and, together with its subsidiaries, “Gold Fields” or the “Group”) (File Number 001-31318). Gold Fields’ responses to the Staff’s comments on the 2022 Form 20-F are set forth below. To facilitate the Staff’s review, we have included in this letter the captions and numbered comments from the Staff’s comment letter in italicized text and have provided our responses immediately following each numbered comment. Form 20-F for Fiscal Year Ended December 31, 2022 Filed March 30, 2023 Summary Disclosure of Mining Operations Pursuant to Item 1303 of Regulation S-K under the Securities Act, page 30 1. We note your summary disclosure includes operating properties, however does not appear to include all properties in which you have a direct or indirect economic interest, as required by Item 1303(a)(1) of Regulation S-K. For example, we note your disclosure on page 84 of your Integrated Annual Report regarding strategic investments that have not been included in your summary table. Please revise your summary disclosure to include all properties in which you have a direct or indirect economic interest, as required by Item 1303(a)(1) of Regulation, including the disclosure required under Item 1303(b) of Regulation S-K. Directors: YGH Suleman (Chair), M Preece ** (Interim Chief Executive Officer), PA Schmidt** (Chief Financial Officer), A Andani #, PJ Bacchus†, MC Bitar@, TP Goodlace, JE McGill^, SP Reid^, PG Sibiya, CAT Smit. South African unless stated, ^Australian, †British, @Chilean, #Ghanaian, ** Executive Director Company Secretary: Anré Weststrate Response: The Company respectfully acknowledges the Staff’s comment. Beginning with the annual report on Form 20-F to be filed for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”), the Company proposes to incorporate the ownership interest information contained under the subheading “Strategic Investments” on page IAR-84 of the 2022 Form 20-F as well as the location, size, stage, mine type, commodity and mineralisation style of each of its Non-Core Investments (as defined below), under the new heading “Non-Core Investments” in the section entitled “Summary disclosure of mining operations pursuant to Item 1303 of Regulation S-K under the Securities Act”. The Company will also present maps displaying the location of all such investments in accordance with Item 1303(b)(1). The Company confirms that this disclosure, including Gold Fields’ relevant shareholding and market value of such holdings, constitutes the information related to such investments as the Company considers material to an investor’s understanding of its mining operations in the aggregate pursuant to Item 1303(b)(2)(iii). For completeness, the Company respectfully submits the basis of its materiality assessment as follows: Over the years, Gold Fields has acquired interests in the capital of several smaller mining and mineral exploration companies. As at December 31, 2022, Gold Fields held minority shareholdings in Galiano Gold Inc. (“Galiano Gold”), Rusoro Mining Ltd., Chakana Copper Corp., Magmatic Resources Limited, Lefroy Exploration Ltd., Lunnon Metals Ltd., Hamelin Gold Ltd., Torq Resources Inc., Tesoro Gold Limited and Far Southeast Gold Resources (together, the “Non-Core Investments”). The below table sets out Gold Field’s interest in each of the Non-Core Investments, along with the respective market value, carrying value and percentage of total assets of each as at December 31, 2022. As at December 31, 2022 Investment Capital stake Market value of shareholding Carrying value of shareholding Carrying value as percentage of total assets (U.S.$ millions) (U.S.$ millions) Galiano Mining(1) 9.8 % 11.7 11.7 0.16 % Rusoro Mining 24.8 % 5.2 0.0 0.00 % Chakana Copper 17.9 % 2.0 2.0 0.03 % Magmatic Resources 6.5 % 1.2 1.2 0.02 % Lefroy Exploration 13.6 % 3.8 3.8 0.05 % Lunnon Metals 24.0 % 40.6 12.4 0.17 % Hamelin Gold 10.0 % 1.1 1.1 0.01 % Torq Resources 15.0 % 8.4 8.4 0.11 % Tesoro Gold 14.9 % 4.6 4.6 0.06 % Far Southeast Gold Resources 40.0 % 0.0 (2) 0.0 (2) 0.00 % Others(3) — 1.6 1.6 0.02 % Total 80.2 46.8 0.64 % Notes: (1) As at December 31, 2022, Gold Fields held a 9.8% stake in Galiano Gold. The market value of this capital investment was U.S.$11.7 million, of which Gold Fields recognised a carrying value of U.S.$11.7 million (0.16% of total assets) for the fiscal year ended December 31, 2022. In addition to this capital shareholding, Gold Fields has a joint venture with Galiano Gold pursuant to which Gold Fields, through a subsidiary, holds a 45% interest in Asanko Gold Ghana Limited (“Asanko”), Galiano Gold’s sole mining property. Gold Fields has provided the summary disclosure required under Item 1303(b)(1) in respect of its interest in Asanko in the 2022 Form 20-F. (2) As at December 31, 2022, Gold Fields held a 40% stake in Far Southeast Gold Resources, which manages the Far Southeast project in the Philippines. Gold Fields has determined that there is currently no reasonable prospect of economic extraction from the project and that the market value and the carrying value of its investment in the project was nil for the year ended December 31, 2022. (3) Represents de minimis investments in AngloGold Ashanti Limited, RareX Limited, Australian Gold and Copper Limited, Orsu Metals Corp., Vizsla Copper Corp. and Amarc Resources Ltd. Based on the above analysis, and in light of the principles-based disclosure contemplated by Item 1303(b)(2)(iii), the Company will disclose the location, size, stage, mine type, commodity and mineralisation style of each Non-Core Investment in tabular format in the 2023 Form 20-F as well as the type, amount and value of its interests in such Non-Core Investments. Except with respect to Asanko, in respect of which Gold Fields will continue to provide the summary information set out in Item 1303(b), the Non-Core Investments have only a de minimis impact on the Company’s financial results and are not material from a strategic, operational or reputational perspective or in any other respect. The Company has therefore determined that there is no substantial likelihood that a reasonable investor would attach importance to additional information on the mining properties of its Non-Core Investments in determining whether to invest in Gold Fields’ securities. In Appendix A, the Company has produced the information to be presented under the heading “Non-Core Investments” in the 2023 Form 20-F and future Form 20-F filings thereafter. Exhibits 2. We are unable to locate your mining and processing schedule in the Cerro Corona Copper and Gold Mine technical report summary dated December 31, 2022, filed as Exhibit 96.8. For example, page 95 includes a reference to the Cerro Corona Copper and Gold Mine mining and processing schedule in Section 12.2, however the schedule appears to be missing. Additionally in Table 19.1.1 on page 96 of the Cerro Corona technical report summary, we are unable to reconcile the quantities sold, with the LOM processed, when applying the recovery percentage. Please advise. Response: The Company acknowledges the Staff’s comment. The Company confirms that the reference to the Cerro Corona Copper and Gold Mine mining and processing schedule in Section 12.2 on page 95 of the Cerro Corona Copper and Gold Mine technical report summary dated December 31, 2022 (“2022 Cerro Corona Technical Report Summary”) was a typological error and should instead reference the processing schedule in section 14.2. Further, Table 19.1.1 on page 96 of the 2022 Cerro Corona Technical Report Summary also contained minor errors of a non-material nature, arising from a minor variation when depletion was applied in the calculation of metal content as between the techno-economic and reserve models. The Company submits that as a result, tables 1.4.1, 1.5.1, 11.2.1, 14.2.1, 18.2.1, 19.1.2, 19.3.1, 19.3.2, 19.3.3, 19.3.4, 19.3.5., 19.3.6 and 19.3.7 as well as text in Sections 1.8 and 19.1 of the 2022 Cerro Corona Technical Report Summary included similar minor errors related to the application of the depletion and calculation of metal content. The Company will file an updated technical report summary for Cerro Corona for the year ending December 31, 2023 as exhibit 96.8 to the 2023 Form 20-F (the “2023 Cerro Corona Technical Report Summary”) to correct these non-material errors in the 2022 Cerro Corona Technical Report Summary. In Appendix B, the Company has reproduced Tables 1.4.1, 1.5.1, 11.2.1, 14.2.1, 18.2.1, 19.1.1, 19.1.2, 19.3.1, 19.3.2, 19.3.3, 19.3.4, 19.3.5., 19.3.6 and 19.3.7 and the text in Sections 1.8 and 19.1 of the 2022 Cerro Corona Technical Report Summary with the proposed indicative revisions to be included in the 2023 Cerro Corona Technical Report Summary. Tables 19.1.1 and 19.1.2 contain minor and immaterial indicative adjustments to align the usage of certain units of measurements and the rounding of financial figures. If you have any questions or further comments, please contact me at 011 27 11 562 9796 or pschmidt@goldfields.co.za. Sincerely, /s/ Paul Schmidt Paul Schmidt Chief Financial Officer Gold Fields Limited cc: Kelly Carter, Gold Fields Limited Julian Verbeek, Gold Fields Limited Mike Bienenfeld, Linklaters LLP Appendix A Illustration of proposed changes to the Form 20-F for the fiscal year ending December 31, 2023 Proposed disclosure under new heading “Non-Core Investments” in section entitled “Summary disclosure of mining operations pursuant to Item 1303 of Regulation S-K under the Securities Act” Non-Core Investments Over the years, Gold Fields has acquired strategic interests in several smaller mining companies, including in Australia, Chile, Ghana and Peru. As at December 31, 2022, Gold Fields held minority shareholdings in Galiano Gold Inc., Rusoro Mining Ltd., Chakana Copper Corp., Magmatic Resources Limited, Lefroy Exploration Ltd., Lunnon Metals Ltd., Hamelin Gold Ltd., Torq Resources Inc., Tesoro Gold Limited and Far Southeast Gold Resources (together, the “Non-Core Investments”). The following graphic sets out the geographical distribution of the Non-Core Investments with the exception of Galiano Gold, the location of which is disclosed under “Summary Disclosure of Mining Operations Pursuant to Item 1303 of Regulation S under the Securities Act—Overview”. Rusoro Mining Chakana Copper, Torq Resources and Tesoro Gold Magmatic Resources Lefroy Exploration Resources, Hamelin Gold and Lunnon Metals Far Southeast The following table sets out an overview of the Non-Core Investments. Primary Project Commodity Location Ownership Type Size (hectares) Stage Mine Type and Mineralisation Styles Galiano Asanko Gold Ghana Shareholding in listed company and Joint Venture 21,214 Production Open pits, Orogenic Rusoro Mining El Callao Gold USA Shareholding in listed company Claim to a nationalised project Chakana Copper Soledad Gold, Copper Peru Shareholding in listed company 4,203 Exploration Porphyry Torq Resources Andrea Copper Chile Shareholding in listed company 1,200 Exploration Target open pit, Porphyry and Epithermal Margarita Gold, Copper Chile 1,445 Exploration Target open pit, IOCG and Porphyry Santa Cecilia Gold, Copper Chile 3,239 Exploration Porphyry and Epithermal Tesoro Gold El Zorro Gold Chile Shareholding in listed company 72,249 Exploration Target open pit, Intrusion Related Gold Magmatic Resources Myall Copper, Gold Australia Shareholding in listed company 24,370 Exploration Target open pit and underground, Porphyry Parkes Gold Australia 15,100 Exploration Target open pit and underground, Orogenic Wellington North Copper, Gold Australia 17,680 Exploration Target open pit and underground, Porphyry Lefroy Exploration Lefroy Gold Gold Australia Shareholding in listed company and Joint Venture 64,500 Exploration Orogenic Gold Hamelin Gold West Tanami Gold Australia Shareholding in listed company 248,900 Exploration Orogenic Gold Lunnon Metals Foster, Fisher Nickel Australia Shareholding in listed company 4,700 Exploration Target underground, Nickel sulphide Far Southeast Gold Resources Far Southeast Gold, Copper Philippines Joint Venture 387 Development Porphyry As at December 31, 2022, the total market value of the Non-Core Investments was U.S.$80.2 million.(1) The following table sets out the value and Gold Fields’ interest of each Non-Core Investment. Investment Interest(1) Market Value of Shareholding(1) (%) (U.S.$ millions) Galiano Mining 9.8% 11.7 Rusoro Mining 24.8% 5.2 Chakana Copper 17.9% 2.0 Magmatic Resources 6.5% 1.2 Lefroy Exploration 13.6% 3.8 Lunnon Metals 24.0% 40.6 Investment Interest(1) Market Value of Shareholding(1) (%) (U.S.$ millions) Hamelin Gold 10.0% 1.1 Torq Resources 15.0% 8.4 Tesoro Gold 14.9% 4.6 Far Southeast Gold Resources 40.0% N/A Others(2) — 1.6 Total — 80.2 Notes: (1) Market value and interest of investments to be updated as at December 31, 2023. (2) Represents de minimis investments in AngloGold Ashanti Limited, RareX Limited, Australian Gold and Copper Limited, Orsu Metals Corp., Vizsla Copper Corp. and Amarc Resources Ltd. Appendix B Proposed amendments to Exhibit 98.6 – Cerro Corona Technical Report Summary Proposed amendments to Table 1.4.1 (page 10 of 2022 Cerro Corona Technical Report Summary) Proposed additions in yellow and proposed deletions are shaded in orange. Table 1.4.1: Cerro Corona – summary of attributable gold and copper Mineral resources at the end of the fiscal year ended 31 December 2022 based on a gold price of $1,600/oz and copper price of $3.60/lb Resources (exclusive of Mineral reserves) NSR Cutoff Metallurgical recovery Amount/ Grade Amount Grade Amount (kt) Au/ (g/t) Au/ (koz) Cu/ (%) Cu/ (Mlbs) ($/t) Au/ (%) Cu/ (%) Open pit Mineral resources OP measured Mineral resources 33,250 0.51 547 0.34 249 16.4 66.7 75.9 85.9 88.5 OP indicated Mineral resources 7,265 0.48 113 0.31 50 16.4 66.7 76.1 85.9 88.2 OP measured + indicated Mineral resources 40,515 0.51 660 0.34 300 16.4 66.7 75.9-76.1 85.9 88.2-88.5 OP inferred Mineral resources 145 0.38 2 0.33 1 16.4 66.7 76.0 85.9 88.4 Stockpile Mineral resources SP measured Mineral resources – oxides SP measured Mineral resources – sulphide SP indicated Mineral resources SP measured + indicated Mineral resources SP inferred Mineral resources Total Cerro Corona Mineral resources Total measured Mineral resources 2022 33,250 0.51 547 0.34 249 Total indicated Mineral resources 2022 7,265 0.48 113 0.31 50 Total measured + indicated Mineral resources 2022 4