BOC Hong Kong contributes $18.6 million AUD to a $500 million AUD syndicated loan to Gruyere Holdings for the capital expenditures for the Gruyere Gold Project (Linked to Record ID#94479, #94496, and #94498)

Project narrative

On May 24, 2017, a syndicate of 13 banks — including the Bank of China (Hong Kong) Limited (BOCHK) and the Sydney Branch of the Bank of China (BOC Sydney Branch) — entered into a $500,000,000 AUD syndicated facility agreement with Gruyere Holdings Pty Ltd — a special purpose vehicle (SPV) and joint venture of Australia's Gold Road Resources (50% equity stake) and South Africa's Gold Fields Limited (50% equity stake) — for capital expenditures related to the Gruyere Gold Project and general working capital requirements. This revolving facility carried a maturity period of three years, with an optional one-year extension, a maturity date of June 13, 2020, and an interest rate of BBSY plus a margin. The margin was subject to margin adjustments based on Gold Fields Limited's long-term credit rating; if the Standard & Poor’s rating was BBB or Moody's rating was Baa2, the margin would be 1.75%; if the Standard & Poor’s rating was BBB- or Moody's rating was Baa3, the margin would be 2.00%; if the Standard & Poor’s rating was BB+ or Moody's rating was Ba1, the margin would be 2.35%; if the Standard & Poor’s rating was BB or Moody's rating was Ba2, the margin would be 2.60%; if the Standard & Poor’s rating was BB- or Moody's rating was Ba3, the margin would be 3.00; and during events of default the margin would be 3.00%. The margin at the signing of the loan agreement was 2.35%. The facility became available on June 13, 2017. The borrower owed the agent, for each the accounts of each lender, a commitment fee computed at 40% of the applicable margin per annum on a lender's available commitment accruing from the earlier or the first utilization date and 20 business days from the signing of the loan (0.94% at the signing of the loan). The borrower also owed the agent, for the accounts of the mandated lead arrangers, an arrangement fee. The borrower owed the agent an agency fee. The borrower owed the agent, for the accounts of the original lenders, a participation fee. BOCHK contributed $18,600,000 AUD and BOC Sydney Branch contributed $25,000,000 AUD to the loan syndicate. In addition to these banks, the following lenders contributed the respective amounts to the loan syndicate: Australia and New Zealand Banking Group Limited (ANZ) ($43,600,000 AUD), the Australian Branch of Bank of America, N.A. ($43,600,000 AUD), the Canadian Imperial Bank of Commerce (CIBC) ($43,600,000 AUD), the Sydney Branch of Citibank N.A. ($43,600,000 AUD), the Commonwealth Bank of Australia (CBA) ($43,600,000 AUD), ING Bank (Australia) Limited ($43,600,000 AUD), National Australia Bank Limited (NAB) ($20,400,000 AUD), Royal Bank of Canada (RBC) ($43,600,000 AUD), the Australia Branch of the Bank of Nova Scotia (Scotiabank) ($43,600,000 AUD), the Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($43,600,000 AUD), and Westpac Banking Corporation ($43,600,000 AUD). CBA served as agent. ANZ, CBA, and Westpac served as mandated lead arrangers and bookrunners. Record ID#94478 captures BOCHK's contribution. Record ID#94479 captures BOC Sydney Branch's contribution Gold Fields Limited, British Virgin Islands-incorporated Gold Fields Holdings Company (BVI) Limited, South Africa-incorporated Gold Fields Operations Limited, British Virgin Islands-incorporated Gold Fields Orogen Holding (BVI) Limited, South Africa-incorporated GFI Joint Venture Holdings Proprietary Limited, and British Virgin Islands-incorporated Gold Fields Ghana Holdings (BVI) Limited provided guarantees for this facility. As of December 31, 2018, $231.5 million USD was outstanding under this loan. The proceeds of this facility were to be used by Gruyere Holdings Pty Ltd to repay an intercompany loan, to support its capital calls in related to its acquisition of a 50% interest in the Gruyere Gold Project as part of the joint venture agreement with Gold Fields, to fund capital expenditures related to Gruyere Gold Project, and for general corporate purposes. Previously, on December 13, 2016, Gold Fields had purchased 50% of the Gruyere Gold Project for a cash consideration of $350 million AUD and a 1.5% royalty on Gold Fields' share of production after mine production exceed two million ounces, with $250 million AUD payable on the effective date and $100 million AUD payable according to an agreed construction cash call schedule. As a result of the acquisition, Gold Fields entered into a 50:50 unincorporated joint venture with Gold Road Resources Limited for the development and operation of the Gruyere Gold Project, which consists of the Gruyere gold deposit and additional resources including Central Bore and Attila Alaric. Then, on November 19, 2020, a syndicate of 12 banks — including the BOCHK and BOC Sydney Branch — signed entered into a $500,000,000 AUD syndicated revolving credit facility agreement with Gruyere Holdings. The proceeds of this facility were used to refinance the 2017 facility; the 2017 facility was cancelled on November 23, 2020. This facility carried a maturity period of three years, with a one-year extension option, and an interest rate of BBSY plus a margin. The margin was subject to margin adjustments based on Gold Fields Limited's long-term credit rating; if the Standard & Poor’s rating was BBB or Moody's rating was Baa2, the margin would be 1.75%; if the Standard & Poor’s rating was BBB- or Moody's rating was Baa3, the margin would be 2.05%; if the Standard & Poor’s rating was BB+ or Moody's rating was Ba1, the margin would be 2.35%; if the Standard & Poor’s rating was BB or Moody's rating was Ba2, the margin would be 2.60%; if the Standard & Poor’s rating was BB- or Moody's rating was Ba3, the margin would be 3.00; and during events of default the margin would be 3.00%. The margin at the signing of the loan agreement was 2.20%. BOCHK contributed $18,750,000 AUD (an increase of $150,000 AUD over its original contribution) and BOC Sydney Branch contributed $25,000,000 AUD to the loan syndicate. In addition to these banks, the following lenders contributed the respective amounts to the loan syndicate: the Australian Branch of Bank of America, N.A. ($43,750,000 AUD), the Canadian Imperial Bank of Commerce (CIBC) ($43,750,000 AUD), the Sydney Branch of Citibank N.A. ($43,750,000 AUD), the Commonwealth Bank of Australia (CBA) ($62,500,000 AUD), ING Bank (Australia) Limited ($43,750,000 AUD), National Australia Bank Limited (NAB) ($43,750,000 AUD), Royal Bank of Canada (RBC) ($43,750,000 AUD), the Australia Branch of the Bank of Nova Scotia (Scotiabank) ($43,750,000 AUD), the MUFG Bank, Ltd. ($43,750,000 AUD), and Westpac Banking Corporation ($43,750,000 AUD). CBA served as mandated lead arranger, bookrunner, and agent; all other banks served as mandated lead arrangers. Record ID#94496 captures BOCHK's up-sized contribution. Record ID#94498 captures BOC Sydney Branch's contribution. The Gruyere Gold Project, located on the South Dorothy Hills Trend in Western Australia, 25 kilometers northeast of Gold Road Resources' Yamarna Belt discovery, Central Bore. The reserve was discovered by Gold Road in October 2013, and its known deposit amount had grown to 148 million tons, grading 1.3 grams per ton, for 6.2 million ounces of contained gold.