Share buyback or Special Dividend, page-35

From GOR announcement 7 November 2016 (page 1)

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Transaction Overview
Gold Road Resources Limited (Gold Road or the Company) is pleased to announce it has formed a 50:50 joint venture with a wholly owned Australian subsidiary of Gold Fields Limited (Gold Fields) for the development and operation of the Gruyere Gold Project (including the Central Bore, Attila and Alaric deposits and the YAM14 and Toto Prospects, in total comprising 144 km2) (Gruyere Joint Venture or GJV), located approximately 200 kilometres east of Laverton in Western Australia. Gold Road will retain 100% ownership of the remaining North Yamarna tenements, an area of approximately 2,300 km2.

Under the transaction, Gold Fields will purchase a 50% interest in the Gruyere Gold Project from Gold Road for aggregate consideration comprising:
 Cash consideration of A$350 million, comprising A$250 million payable on completion of the transaction and A$100 million contributed by Gold Fields to fund Gold Road’s initial cash calls during the construction phase
 An uncapped 1.5% net smelter return royalty (NSR Royalty) on Gold Fields’ share of production from the Gruyere Joint Venture tenements once total gold production exceeds 2 million ounces

 An assumed liability by Gold Fields for up to a 10% overrun on the Gruyere initial development program and budget of A$507 million, subject to certain exceptions such as overruns due to a force majeure event and agreed scope changes

 Funding support by Gold Fields for any project-level bonding or guarantee requirements, to the extent required under the Gruyere Joint Venture

The highly experienced Gold Road Owner’s team established over the past 18 months will be retained as part of the team to develop the Gruyere Gold Project under the management and leadership of Gold Fields. The development program and capital budget have been agreed and the Gruyere Joint Venture is committed to progressing the project to construction phase, including finalisation of EPC, Bulk Earthworks and Power Supply contracts, the purchase of long lead time items and continuing Front End Engineering and Design.

Following the completion of the transaction, Gold Road will be in a very strong financial position, being fully funded for its share of construction capital for the development of the Gruyere Gold Project and to accelerate exploration programs across its highly prospective 50% owned Gruyere JV tenements, 100%-owned North Yamarna tenements and 50%-owned South Yamarna Joint Venture tenements. The financial flexibility afforded by the transaction may also enable the Company to consider future capital management initiatives.