Holland & Hart LLP Works With International Team of Attorneys to Structure One of the Largest Mining Mergers in History.

Business Editors

DENVER and SALT LAKE CITY--(BUSINESS WIRE)--June 15, 2000

Franco-Nevada Mining Corporation Ltd. and Gold Fields Ltd. Unite

Through Merger of Equals

Holland & Hart LLP is proud to announce that its client, Toronto-based Franco-Nevada Mining Corporation Limited (TSE:FN), has executed a merger agreement with Johannesburg-based Gold Fields Limited (JSE:GFI and Nasdaq:GOLD), which was made public in Toronto and South Africa on Tuesday.

Based on recent share prices, the combined company would be valued at US $3.7 billion (ZAR 25.8 billion). The boards of directors of each company unanimously agreed to combine the two companies through a merger of equals. The actual merger is anticipated to occur this autumn. Under the terms of the merger agreement, shareholders of Gold Fields will receive 0.35 shares of Franco-Nevada for each Gold Fields common share, resulting in the issue of approximately 159 million Franco-Nevada common shares. Franco-Nevada will issue over 158 million common shares. Upon completion of the merger, the combined company will change its name to Gold Fields International Limited. Holland & Hart LLP Attorneys at Law served as U.S. counsel to its client, Franco-Nevada, as the firm helped structure the international deal from U.S. securities, antitrust and tax perspectives.

When complete, the merger will create one of the world's largest and strongest gold companies with a common philosophy, belief in the future of gold, and commitment to maximizing shareholder value. It will have a number of unique rankings in the gold industry:

- First in terms of balance sheet strength, with virtually no

debt and over US $700 million (ZAR 4.9 billion) in cash and

marketable securities.

- First in terms of lowest break even costs and among the

lowest total costs per ounce.

- Second in gold equivalent reserves (75 million ounces) and

resources (150 million ounces).

- Third in annual gold production (4.4 million ounces).

- Fourth in market capitalization (US $3.7 billion).

The new company will enjoy revenues of US $1.26 billion (ZAR 8.8 billion), EBITDA of US $316 million (ZAR 2.2 billion), net income of US $154 million (ZAR 1.1 billion) and cash flow of US $277 million (ZAR 1.9 billion). These are pro forma annualized figures to March 2000, excluding exceptional items and Canadian GAAP adjustments.

As U.S. Counsel, Ashby D. Boyle II, Kevin W. Johnson, David Rudd, Bruce Lemons and Luc Nguyen of Holland & Hart's Salt Lake City and Denver offices structured the deal from the U.S. perspective, utilizing the firm's vast experience and resources in mining, natural resources, U.S. securities, tax and international transaction law. The merger required the coordination of the legal analysis under three jurisdictions, each with separate tax, antitrust and securities issues.

"This merger is colossal," stated Boyle. "Each of the international components - Canadian, South African and U.S. - were decisive and crucial to its success. The business terms of this global deal and the precise timing all had to work together to get it to market."

Boyle continued: "With all of the international intricacies, the deal was fun to structure, involving compliance obligations, legal theories and business purposes. In addition to the global scope of the transaction, the size of the deal is possibly precedent-setting for the mining industry, the Rocky Mountain region and the firm. The merger will create a very serious player in the business. I think we'll see more of these types of transactions in the future."

Kevin Johnson added: "The complex international aspects of this transaction presented legal issues that required creative lawyering and offered stimulating work for the business attorneys involved. It was one of the most interesting and exciting transactions on which we have worked." Holland & Hart is now handling the application of Franco-Nevada for the filing of its common stock on the New York Stock Exchange. The combined company, Gold Fields International, will have its primary listing on the Toronto Stock Exchange, and will apply to have its common shares also listed on the New York, Johannesberg, Paris, Brussels and Swiss Stock Exchanges.

For more information on this deal or Holland & Hart's role in it, please contact Ashby Boyle in Salt Lake City at 801-595-7800 or Kevin Johnson in Denver at 303-295-8000.

Holland & Hart is the largest law firm in the Rocky Mountains, providing a complete range of legal services to a large and diverse group of commercial and individual clients. With a team of 500, including over 210 attorneys in ten regional offices, Holland & Hart offers an extensive network of legal talents and resources equipped to assist companies in every stage of development, and in all facets of the law. For more information, check the Holland & Hart website at www.hollandhart.com.

This announcement contains forward-looking statements which relate to future events or the future performance of Gold Fields International. Reliance on such forward-looking statements involves risk and uncertainty and should be done with caution. Franco-Nevada and Gold Fields caution that the actual results of Gold Fields International could differ materially from those reflected in the forward-looking statements contained in this announcement. In addition, actual results of Gold Fields International could differ materially from those projected in the forward-looking statements.