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					Beatrix Gold Mine
Technical Short Form Report

The Beatrix Gold Mine consists of four surface operating shafts that mine various gold
bearing reefs from open ground and pillars at depths between 600 and 2,155 m below
surface. Ore is processed at two metallurgical plants with mill throughput of approximately
3.0 Mtpa to produce approximately 391 koz of gold. The mine has a workforce of
approximately 10,500 employees.

The geological and evaluation models for F2010 have been updated to reflect the latest
available data. These models are coupled with an integrated and holistic mine design and
schedule plan that is based on current performance levels.

This Technical Short Form Report reflects the latest Life of Mine plan, together with an
updated Mineral Resource and Mineral Reserve statement, as at 30 June 2009. All Mineral
Resource and Mineral Reserve figures reported are managed unless otherwise stated and
Mineral Resources are inclusive of Mineral Reserves.

In summary, the Beatrix Mineral Resource base has increased by 9% year-on-year.
The overall Mineral Reserve base has however, decreased slightly by 4% since the June
2008 Mineral Reserve declaration. Significantly increased power, consumable and labour
costs have offset increased gold price revenues, with the effect that only nominal reductions
in year-on-year paylimits were realised.


Salient Features
• Mineral Resource at 17.6 Moz.
• Mineral Reserve at 6.4 Moz.
• Focus is on developing the West Section as a high grade, steady state
  and sustainable production unit.
• Drive on surface and underground exploration to increase resource
  definition, especially in project areas.
• The Beatrix LoM plan extend to 2022.




Beatrix is the southernmost mine in the Witwatersrand Basin and has shown that low grade ore
deposits can be profitably mined with corresponding high levels of safety and productivity.

The discovery and development of the Free State Goldfields can be traced back to 1885.
After intense exploration, which started in 1936, three gold bearing conglomerates were identified
in 1938. Further drilling led to the identification of the Basal Reef in March 1939, which led to a
score of mines being developed in the Free State Goldfields.

Beatrix dates back to 1985 when mining officially started and today comprises one mine after the
incorporation of the Oryx mine, which had been renamed Beatrix 4 Shaft (West Section).
Key Features
Independent Audit       Figures reported in this declaration are as reviewed and approved by independent external consultants and
                        corporate consultants as at 30 June 2009

Prepared by             Gold Fields Limited

Effective date          30 June 2009

Source of Information   This Technical Statement is a summary of the internally sourced document entitled F2010 Beatrix Competent
                        Persons Report

Personal Inspection     Personal inspection is conducted by the Competent Persons as listed, who are full time employees of Gold Fields
                        Limited
General Location        Beatrix Mine is situated in the Magisterial District of Matjhabeng, at latitude 28° 15’ S and longitude 26° 47’ E
                        near the towns of Welkom and Virginia, some 240 km southwest of Johannesburg, in the Free State Province of
                        South Africa. The site is accessed via the N1 highway between Johannesburg and Kroonstad, and then via the
                        R34. Geologically it is located in the Free State Goldfield and is the southernmost mine in the Witwatersrand Basin
Licence Status and      Beatrix currently has a new order mining right in respect of a mining area totalling 16,821 ha in terms of the Minerals
Holdings                and Petroleum Resources Development Act No. 28, 2002 (the MPRD Act). All required operating permits have
                        been obtained, and are in good standing
Operational             Beatrix is a large, well-established shallow to intermediate level gold mine that is accessed from surface to 26 level
Infrastructure          (the lowest working level) at 3 Shaft, some 1,350 m below surface, and 24 level (the lowest working level) at 4 Shaft,
                        some 2,155 m below surface. Beatrix consists of four shaft systems and two gold plants
Climate                 No extreme climatic conditions are experienced that may affect mining operations

Deposit Type            Shallow to intermediate depth gold mine exploiting auriferous palaeoplacers (reefs), i.e. the Beatrix Reef and the
                        underlying Kalkoenkrans Reef, both of the Kimberley Conglomerate Formation
Life of Mine (LoM)      It is estimated that the current Mineral Reserve will be depleted in 2022

Environmental           Beatrix’s systems, procedures, training etc. are at international best practice levels. ISO 14001:2004 certification
                        has been obtained for this operation. The mine remained accredited for OHSAS 18001:1999 and obtained full
                        compliance for International Cyanide Management Code and certification in September 2009
Regulatory Codes        Gold Fields reports its Mineral Resources and Mineral Reserves in accordance with the South African Code for
                        The Reporting of Exploration Results, Mineral Resources and Mineral Reserves (2007 SAMREC Code), and other
                        relevant international codes such as SEC Industry Guide 7, JORC Code and NI 43 – 101. The Mineral Resources
                        and Mineral Reserves are underpinned by a sufficient Mineral Resource Management process and protocol to
                        ensure adequate corporate governance in respect of the intent of the Sarbanes-Oxley Act



                                                                  2
                                                                                                                                            Gold Fields has
                                                                                                                                               stated that:
                                                                                                                                          “If we cannot mine
                                                                                                                                           safely, we will not
                                                                                                                                                  mine”.
                                                                                                                                              This principle
                                                                                                                                            is embedded at
                                                                                                                                                 Beatrix




Operating Statistics                                                                                                    Geological Setting and
 Year ended June                                           F2009        F2008        F2007       F2006        F2005     Mineralisation
                                                                                                                        The Beatrix Gold Mine forms part of the
 Main development                                 km         32.6         40.8         43.8        35.9         38.4
                                                                                                                        Free State Goldfields which lies at the southern
 Main on-reef development                         km          6.7          8.3          6.4         6.9          8.4    edge of the Witwatersrand Basin, located
                                                                                                                        near the towns of Virginia and Welkom in
 Main on-reef development value                cm.g/t         963         974          967        1,135        1,049
                                                                                                                        South Africa’s Free State Province. The
 Area mined                                   ’000 m2         565         625          703          686          763    mining area is underlain by Karoo Supergroup
 Tons milled                                     ’000       2,991        3,215       3,590        3,551        4,181    sediments followed by the Klipriviersberg Group
                                                                                                                        volcanic rocks, which in turn are underlain by
 Source of ore
                                                                                                                        the Central Rand Group that hosts the gold-
 - Underground                              ’000 tons       2,991        3,215       3,590        3,551        3,845    bearing conglomerates (reefs), exploited by
 - Yield                                           g/t        4.1          4.2          4.7         5.2          4.6    Beatrix Gold Mine. Initially, the Beatrix 4 Shaft
                                                                                                                        was developed to exploit the Beisa Reef.
 Gold produced                                     kg      12,164      13,625       16,903       18,541       19,418
                                                                                                                        The development of this shaft centres on
                                              ’000 oz         391         438          543          596          624    utilising the original Beisa Shaft and a sub-shaft
 Operating cost                                                                                                         to access the Kalkoenkrans Reef preserved
                                                                                                                        within and beneath the Beisa overturned
 - Underground                                  R/ton         681         536          432          396          421    structure (see 4 Shaft section).
 - Surface                                      R/ton           –            –           –            –           32
                                                                                                                        The Beatrix Reef (and local facies variations
 Total                                          R/ton         681         536          432          396          390
                                                                                                                        thereof) constitutes 72% of the Mineral
 Gold sold                                         kg      12,164      13,625       16,903       18,541       19,418    Reserves and the Kalkoenkrans Reef the
 Cash cost                                    US$/oz          552         515          377          354          406    remaining 28%.
                                                 R/kg     159,799     120,382       87,251       72,768       80,998

 Capital expenditure                              Rm        629.4        576.6       592.8        447.3        221.2

 NCE                                             R/kg     219,254     168,903      126,812       99,892       95,368

 Number of employees                                       10,503      10,679       10,516       10,481       10,878

 Expected Life of Mine                          years          13          12           11           14           14

 Mineral Reserves                         million tons       41.0         41.5         47.6        46.4         47.2

 Grade of Mineral Reserves                         g/t        4.9          5.0          5.5         5.5          5.4

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs it
is not deemed significant.                                                                                               Close-up of Beatrix Reef




                                                                                         3
Local geology
Structurally, the Free State Goldfield lies
within a north-south trending syncline forming
an apex in the south-western corner of the
Witwatersrand Basin. The Central Rand Group
in the Free State comprises some 2,000 m of
discrete sedimentary sequences deposited
over successive unconformity surfaces in an
expanding depositional basin. The paucity
of major faulting and folding of Central Rand
Group age has led to the conclusion that
subtle tectonic warping of the basin with
granite doming on the margins controlled
deposition. The conglomeratic reef units are
most commonly deposited at the base of each
depositional sequence, although gold may
also occur as scours within a given formation.

The principal reefs mined in the Free State are
the Basal Reef, the Saaiplaas Reef, the Leader      Simplified geology section of the depositional sequence exposed in the Southern Free State Goldfields
Reef, the ‘B’ Reef, the ‘A’ Reef, Elsburg and
the Dreyerskuil Reefs. Beatrix is situated in the
far south of the Free State Goldfields and is
unique compared to other operations in that
it exploits the Beatrix Reef (BXR), Aandenk
Reef (AAR), VS5 Reef (VS5) and Kalkoenkrans
Reef (KKR), as well as composites of all of the
above.

Mining has been typically on the BXR in the
south from 2 Shaft through to 1 Shaft in the
north. At Beatrix 3 Shaft, mining is typically
done on reef types associated with a transition
from BXR to AAR. To the north of 3 Shaft the
VS5 erodes the underlying AAR. The BXR is
not developed at 4 Shaft where the principle
reef is the KKR.

Both the BXR and KKR dip at generally               Typical section through the Beatrix Reef orebody
shallow angles, with the BXR dipping at
0 – 15° to the north and the KKR dipping            survey and a large number of underground                   models on all the reef types, and these continue
regionally to the east at 8 – 10° in the eastern    holes have been drilled to delineate structure             to be reviewed and updated as additional
areas of the mine. However, in the west, the        and to sample the reef. Structurally 4 Shaft               information becomes available. These
dip of the KKR steepens and the reef overturns      is fairly complex. The overfold structure is a             models are based primarily on reef geological
and to the east there are local variations in dip   large north trending synclinal fold associated             parameters with some refinement based on
and strike due to gentle folding. Underground       with the western margin of the Witwatersrand               channel widths and value distributions.
development exposures since 2006 and new            Basin and is complicated by west dipping
surface boreholes confirmed the interpretation       thrust faulting. A north trending set of normal            The VS5, to the north of 3 Shaft, has not been
of a synclinal structure to the east of 4 Shaft,    faults with variable throws is also developed              mined to date. This reef has been exposed, to
where the reef is almost flat.                       within the flatter portions of the reef towards             a limited extent, in underground development
                                                    the east. Historically, over a 5-year review               as well as in surface and underground
The BXR area around the 1 and 2 Shaft areas         period, geological losses have been estimated              exploration drilling. As with all the other reef
is largely undeformed, apart from the western       at 5% in most areas, increasing up to 10% in               types, sub-facies have been mapped and
periphery (Vlakpan area) and the northern area,     the Zone 405 (at West Section) and Vlakpan                 are used in the Mineral Resource estimation
north of the 3 Shaft. In these areas, numerous      areas (at 2 Shaft). These losses are accounted             process. The VS5 is sub-divided into three
closely spaced, northerly trending normal           for in the major structures interpreted in the             facies based on maturity and subsequent gold
faults divide the reef into a discontinuous         structural models.                                         value distribution.
set of narrow north-trending blocks. The
gross structure of the 4 Shaft area has been        Extensive work has been carried out over
imaged with a three-dimensional seismic             the past few years developing local geozone


                                                                              4
Local geology (continued)
The KKR at 4 Shaft is described as a multiple
channel reef consisting of major and minor
channels with terrace areas. Gold grades
are generally closely associated with channel
widths. Geological mapping and exploration
drilling over the past few years has led to
the development of the current facies model,
which defines a primary west to east channel
complex. A secondary ancillary channel
is developed that trends in a north south
direction, immediately to the south of the main
channel, in the area called Zone 405.

Both channel complexes are interpreted to be
of braided fluvial origin which was conducive
to conglomerate and gold deposition.
Additional sedimentological mapping suggests
that the Zone 405 area represents the more
distal portion of the main channel. It is
now interpreted that the main channel has
bifurcated to produce a number of secondary          Typical section through the Kalkoenkrans Reef orebody
channels in Zone 405.


Exploration and drilling
Diamond drilling is generally executed from          Planned task observations and QA/QC                     planned for F2010 in specific areas of the
surface on irregular grids of 500 to 2,000 m         procedures are used to ensure sampling                  mine. These include the drilling of a number
dependent on historical exploration strategy,        protocol is maintained. Final upload of each            of underground long inclined boreholes (LIB)
depth of the mineralised horizons and                sample into the Gold Fields’ Integrated                 at North and West Sections (3 and 4 Shafts)
geological uncertainty. Once underground             Resource and Reserve System (IRRIS)                     and five surface boreholes in the Vlakpan area
access is available, infill development drilling is   database is only completed following a series           over the next two years. The time horizon
undertaken from access haulages and cross-           of checks and approvals.                                between drilling the boreholes and scheduled
cuts to provide a 30 to 100 m grid depending                                                                 development reaching the areas drilled is
on geological requirements from structural,          Conventional underground grid, prospect and
                                                                                                             between 1 to 8 years. These boreholes will
safety and evaluation perspectives.                  infill grade control drilling is planned for F2010
                                                                                                             be drilled on capital and all of the assaying for
                                                     and will take place from main development
                                                     at all shafts to gain additional information            gold, uranium and sulphur will be done through
As part of quality assurance and quality
control (QA/QC) procedures, standard                 on facies variations, grade distribution and            independent laboratories. The purpose of
reference material, blank samples, repeat            structure models, to optimise mine design for           this drilling project is to reduce the orebody
assays and inter-laboratory programmes are           short and long term planning.                           risk with respect to reef value, structure (for
used to ensure that the laboratories adhere to                                                               planning purposes) and smectite distribution
analytical standards and protocols.                  A number of strategic boreholes have been               (specific to the West Section).


Mining                                               Mining methods
Beatrix comprises four operational shafts            Stoping operations at 1, 2 and 3 Shafts are at          inclined travelling way(s) from which the raise is
(1, 2, 3 and 4 Shafts). The final depths below        depths of 540 m to 1,200 m below surface.               developed to the next level, depending on the
surface of 1 and 2 Shafts are 913 m and 961 m        Fifteen levels at 50 m vertical intervals,              structure, evaluation, environmental and rock
respectively. They were equipped in 1983 and         developed approximately 50 m below the                  engineering parameters. Crosscuts and raises
full production was achieved in May 1985. 3          reef, provide access and serve the mining               are generally 120 m apart on strike.
Shaft, which has been sunk to a final depth of        activities. All main haulage development on
1,447 m, was commissioned in 2001.                   Beatrix is carried out as twin haulages to
                                                                                                             The raise becomes the centre gully during
                                                     reduce the risk associated with methane and
                                                                                                             stoping operations. Stoping panels are
4 Shaft operates via a main surface shaft            to accommodate the scattered mining layout.
and sub-shaft system with two dedicated                                                                      ~30 m in length. The blasted ore is scraped
                                                     The flat dip of the orebody requires some
ventilation shafts, and has eight working levels     crosscuts to reef to be extremely long, resulting       to the strike gully, which delivers the rock via
spaced 50 m vertically apart down to a depth         in on-reef raise development of between 200             the centre gully to the ore passes. Locomotive
of 2,200 m below surface. The layouts are            and 500 m between levels. Access to the reef            driven hoppers convey the ore from the ore
typically the same as at 1, 2 and 3 Shafts.          horizon (for stoping the reef) is by means of an        pass box to the shaft ore pass system.


                                                                              5
Mining methods (continued)
Conventional breast mining is the main mining         there is a 3.5 m diameter raise bored shaft            any new person or a person acting in a
method throughout all the shafts, which               from 17 level to 5 level, which connects with          specific section the required induction, so
allows for scattered or selective mining to be        both the sub-vertical ventilation shaft as well as     as to ensure the required knowledge and
practised throughout.                                 1B Ventilation Shaft. The total airflow quantity        awareness in his area of responsibility.
                                                      circulating through Beatrix West Section is
The VS5 Reef north of 3 Shaft will be mined by        600 m3/s.                                            In addition to the normal flammable gas
means of a selective cut, where appropriate.                                                               induction training, the mine also has regular
This will involve minor adjustments to the            Methane management                                   awareness training sessions.
current mining practices and is possible              The mine has a well executed methane
because the value distribution in the mature          management system to control this risk which
                                                                                                           Mine planning and scheduling
                                                                                                           Designs and schedules are continuously
VS5 reef is predominantly and consistently            comprises the following:
                                                                                                           modified and optimised as new information
bottom loaded.                                                                                             becomes available. All designs and schedules
                                                      • The detection of flammable gas is most              are done in consultation with production
At 3 Shaft, hydro-power, as opposed to                  important in order to institute control            and other technical personnel. Production
compressed air, is used for a variety of activities     measures and therefore the availability of         efficiencies are based on past experience and
including drilling. The benefits of this include         flammable gas detection instruments is              production models describing activities for the
improved cooling underground, improved                  imperative. At Beatrix North and South             different development layouts and equipment
machine efficiency, lower noise levels and less          Sections, the mine has a telemetry system          used.
power wastage.                                          to which strategically placed flammable
                                                        gas sensors, velocity sensors, critical fans,
Ventilation                                             as well as carbon monoxide sensors are
The North and South Sections of Beatrix                 connected. These conditions are monitored
have 4 downcast shafts, of which 2 Shaft                in control rooms at Beatrix North and South
has a brattice wall compartment to facilitate           Sections respectively on a twenty four hour
both up and downcast flow of ventilation.                basis;
The 2 Shaft upcast compartment returns the            • Where flammable gas is continually present
ventilation circulated at Beatrix South and             in the general atmosphere, the mine declares
a small portion of Beatrix North, whilst the            hazardous locations based on the results           Mine model illustrating LoM mine design at 3 Shaft
upcast shaft at 3 Shaft returns the ventilation         of risk assessments. Hazardous locations           Mineral Reserve development will continue to
from Beatrix North. The 2 B Ventilation Shaft           require special operating conditions such          be a key performance indicator in F2010 and
is a downcast shaft situated in the west of             as explosion protected apparatus, telemetry        will be accelerated further in appropriate areas.
2 Shaft, with its primary purpose to ventilate          monitoring, strict adherence to mine               The following tables detail the development
the Beatrix South workings. The total airflow            standards and most importantly awareness           advanced for the last 12 months to June 2009.
quantity circulating through the North and              training of all employees in such working          A total of 32.6 kilometres was developed with
South complex of Beatrix is 1,215 m3/s.                 places; and                                        6.7 kilometres driven on-reef.
                                                      • To ensure proper supervision at all working        Development results
Beatrix West Section has two downcast                   places, the mine instituted a Work Place
                                                                                                             Category                       Beatrix        KKR1
shafts from surface to 5 level and a single             Management (WPM) system. These
                                                                                                             Advanced (m)                   24,553         8,077
sub-vertical downcast shaft from 5 level to             documents contain amongst others all
                                                                                                             On-reef (m)                     5,816           862
shaft bottom. The up-cast facility consists of          special instructions, hazard identification,
                                                                                                             Sampled (m)                     6,111           780
a sub-vertical up-cast shaft from 21 level to           risk assessments, Department of Mineral
5 level and from 5 level through the 1B                                                                      Channel Width (cm)                103           138
                                                        Resources       (DMR)     recommendations,
Ventilation Shaft which extends to surface. In                                                               Average reef grade (g/t)           7.3         18.8
                                                        flammable gas register and handing over
addition to the sub-vertical ventilation shaft,         of notes. The WPM system is used to give             Value (cm.g/t)                    755         2,593


Projects
At the North Section, stoping volumes are             the North Section. This strategy maximises the       26 level through to 28 level, adding 11.5 tons
maintained or increased until approximately           LoM of the 3 Shaft complex and extraction            (0.4 Moz) of gold to the Mineral Reserve
2022 and current development volumes                  from the current infrastructure. The North           base.
are maintained until approximately 2015,              Section (including the two projects) has a
                                                      Mineral Reserve of 92.6 tons (3.0 Moz) of gold       The second incremental project at North
after which time a decline in volumes occurs
                                                      and contributes 46% of the Mineral Reserve           Section is to access the Vlakpan ground,
as the Mineral Reserve will be nearing full           base of Beatrix. The LoM for the North Section       situated to the far west of 3 Shaft and has a
development.                                          is now estimated to 2022.                            Mineral Reserve of 11.5 tons (0.4 Moz) of gold.

This production profile is underpinned by two          The first project at North Section is a               The South Section is currently focused on
incremental projects that have been added to          down dip extension (Eastern Decline) from            mining available Mineral Reserve blocks.


                                                                              6
Projects (continued)
A number of areas have been identified               base. The second incremental project is to         as application of the “Theory of Constraints”
through the secondary on-reef development           access the Vlakpan area, via three twin access     to eliminate current bottlenecks/optimised
project that was initiated in 2005 and other        tunnels on 18, 20 and 22 levels has been           layouts, have been taken into account with
secondary mining areas over the remaining           adopted for the LoM. This has significantly         current mine access tunnel design and
LoM. Immediately available Mineral Reserves         reduced required capital costs and allows for      scheduling. A number of alternative access
decline in the short term, but will be replaced     a risk adjusted phased project implementation      ways, either in the hangingwall or in deep
by two incremental projects at Vlakpan and the      to sustain production at Beatrix. The total        footwall, have been designed to ensure
G block in the medium term. The current             Vlakpan area contributes 32.6 t (1.0 Moz).         long-term tunnel stability and to support the
2 Shaft infrastructure will have a phased closure                                                      future production profile. A general increase
over the next two years. Mineral Reserves at        At West Section (4 Shaft), continued               in production volumes at 4 Shaft from the
South Section (including the two projects) are      underground drilling and development has           current base of 8,500 m2 (F2010) up to
now 44.6 t of gold (1.4 Moz) or 22% of the          continued to support the macro structure and       10,000 m2 a month (F2015) has been planned.
Beatrix Mineral Reserve base. The LoM for the       extension of the higher grade Zones 405, 451       The expected LoM for the West Section is
South Section is now estimated at 2022.             and 453 to the south. Local areas of higher        2022 with the overall Mineral Reserve base
                                                    grade facies and improved facies/evaluation        now at 63.3 t of gold (2.0 Moz) or 32% of the
The first project at South Section is a single       models have been incorporated in this plan.        Beatrix Mineral Reserve base.
level decline from 16 to 17 level, adding           Delays and impacts associated with smectite
7.2 t (0.2 Moz) of gold to the Mineral Reserve      (swelling clays) in a number of tunnels, as well


Mineral Processing
Beatrix incorporates 1 Plant, which is part         Cathode sludge is recovered by high pressure       2 MW per mill and milling capacity is rated
of the old Beatrix Mine and 2 Plant, which is       washing and filtration before smelting to           as 150 ktpm at a recovery of 96.6%. The
located at 4 Shaft.                                 produce doré. Bulk reagent storage facilities      downstream process comprises three 50 m
                                                    inside the plant include storage for dry lime,     diameter thickeners, 8 mechanical agitated
Beatrix 1 Plant is situated between 1 and 2         sodium cyanide solution, caustic soda solution,    leach tanks with a combined volume of
Shafts, to the west of the connecting road          hydrochloric acid and liquid oxygen. Water         13,000 m3 and a carousel type carbon
between the shafts. Ore storage silos have          treatment chemicals are used to control water      adsorption circuit comprising eight stages.
a capacity to store 14,000 t of dry ore and         quality to the Knelson concentrators. The plant
facilities also allow for ore to be stockpiled      was originally designed to treat 170 ktpm.
                                                                                                       The elution circuit is also a pressure Zadra
and reclaimed outside the plant. The Plant          The fourth milling circuit was added in 1996
                                                                                                       circuit and is designed to elute 10 tons of
uses four Semi-Autogenous Grinding mills            and current operational capacity is estimated
                                                                                                       loaded carbon per day utilising fuel-fired
with installed power of 3 MW per mill.              at 260 ktpm.
                                                                                                       burners for heating energy. Regeneration of
The downstream process is matched to the                                                               carbon takes place in one of two rotary kilns.
milling capacity of 260 ktpm at 96.6% recovery      2 Plant was commissioned in 1992.
                                                    The Plant has four ore silos with a total
and comprises three 60 m diameter thickeners                                                           A gravity circuit has recently been installed
                                                    capacity of 16,800 tons of dry ore. Ore is
and twelve mechanically agitated carbon-
                                                    fed from the shaft via conveyor belt or via        (October 2006). A stand alone 30 inch Knelson
in-leach tanks with a combined volume of
                                                    truck onto the plant feed conveyor and             Concentrator is fed by each of the running mills
18,000 m3.
                                                    receives underground Run-of-Mine (RoM)             and recovers gold concentrate from the mill
                                                    ore delivered to four mill silos, with each silo   discharge sump. This concentrate is further
The plant has two pressure Zadra elution
                                                    serving a single autogenous milling circuit.       enriched on an automated Gemini table and
circuits rated at 20 tons of carbon per day and
                                                    Four RoM mills are used with installed power of    then smelted to produce gold bullion.
utilises steam from the mine boilers as heating
energy. Regeneration of carbon is carried out
in two rotary kilns with a capacity of 250 and
350 kg/hr.

In 2003, a gravity gold recovery circuit was
retrofitted at 1 Plant and each mill now has a
30-inch Knelson concentrator that recovers
gold concentrate from the mill cyclone
underflow. An Acacia intensive leach reactor
is used to dissolve gold contained in the
concentrate, and this gold is then recovered
from solution by electro winning. The
concentrate is currently being tabled using a
Gemini table.                                       1 Processing plant, Beatrix Gold Mine




                                                                              7
Sustainable Development
Gold Fields has embraced Sustainable                        exported and which creates employment for                              management. Water management is a high
Development as a business imperative, which                 local community members. Beatrix has also                              priority. All potential sources of pollution like the
is reflected in its Vision, Values and Strategy.             initiated a brick making project that is designed                      water discharges are monitored and sampled
Through this, Gold Fields has introduced                    to create employment, develop skills and                               on a regular basis.
structures that encourage a networked                       alleviate poverty. Beatrix is also assessing the
interface between disciplines like Safety,                  potential for introducing a day care centre that                       Beatrix has committed itself to the Mine Health
Health, Environmental Engineering, Natural                  its employees will be able to utilise.                                 and Safety Council target set by the industry
Environment, Risk, Stakeholder Engagement,                                                                                         in conjunction with the Department of Mineral
Legal and Communication. This approach has                  Beatrix’s environmental initiatives are focused                        Resources. These milestones are based on
allowed Gold Fields to capitalise on synergies              on reducing the impact that the mine may                               rate improvements for fatalities, noise induced
and to avoid duplication. In this regard,                   have on the receiving environment through                              hearing losses and silicosis, with the objective
several Key Performance Indicators (KPIs)                   concurrent rehabilitation and responsible water                        of aligning to international norms.
are monitored and utilised to make informed
business decisions.
                                                             Safety Statistics                                 Units           F2009       F2008       F2007        F2006        F2005
                                                             Fatalities                                         (No)               4           4            4            7           3
In terms of community involvement, Beatrix
has continued to support the Golden Oils                     Fatality Rate                               (per mmhrs)            0.13        0.13         0.13         0.24         0.10
project that results in high quality bulbs being             LDIFR                                       (per mmhrs)            2.77        3.92         5.49         5.89         7.73




Production and hoisting capacities
                                                     Planned              Hoisting
                                 Operating
Shaft Zone                                        Production              Capacity
                                     Shaft
                                                       (tpm)*                (tpm)
 North Section                            3          165,511              170,000
 South Section                            1                 –             170,000
 South Section                            2          100,547              170,000
 West Section                             4                 –             150,000
 West Section                        4 SV               71,776            150,000
* 5 year hoisted average from 2009 onwards
SV: Sub vertical




                Plant capacities
                 Plant                Capacity (tpm)

                 1                            260,000
                 2                            150,000




Mineral Reserves per mining section
Mineral Reserves per Mining Section
                        Proved                                                                   Probable
Mining Section                    Tons          Grade             Gold               Tons            Grade             Gold
                                   (Mt)           (g/t)           (koz)               (Mt)             (g/t)           (koz)
North Section (3 Shaft)             5.3            4.0             681               16.2               4.4            2,297
South Section (1 & 2 Shaft)         5.4            4.1             715                4.8               4.7             720
West Section (4 Shaft)              3.1            6.8             691                6.1               6.8            1,345
Total                              13.8            4.7           2,087               27.1               5.0            4,361



                                                                                             8
Mineral Resources and Mineral Reserves
The Beatrix Mineral Resource and Mineral Reserve declaration is based on systematic and sustainable mineral reporting practices. Systematic
geological mapping and drilling consistently updates geological structurel and facies models, which are used as the basis of each declaration.
On-going sampling of all development and stoping on a grid basis is carried out to provide additional data that is incorporated into a detailed
evaluation model.
Updated mine designs and schedules are then compiled and evaluated based on the most recent technical-economic models to compile a LoM plan
for each operational shaft, taking note of infrastructural capacities, limitations and the need for any additional infrastructure requirements. Detailed
economic and scenario models are subsequently completed to ensure validity of positive cash flow for Mineral Reserve declaration purposes. Peer
review as well as internal and external audits, ensure consistency and compliance to regulatory practices.
Beatrix’s Mineral Resource and Mineral Reserve are reported within its mining right and are adjusted to show the split between above (AI) and below
(BI) current shaft infrastructure.

Mineral Resources
Mineral Resources are quoted at an appropriate in-situ economic cut-off grade with tonnages and grades based on the resource block model,
which include estimates of any material below the cut-off grade required to be mined to extract the complete pay portion.

          Mineral Resource                                       Tons (Mt)                                                                    Grade (g/t)                                        Gold (‘000 oz)
          Classification                      June 2009            June 2008         Dec 2006                                      June 2009    June 2008        Dec 2006        June 2009            June 2008            Dec 2006
          Underground
          Measured                                   25.1               20.8               21.5                                         6.2            6.7           6.9              5,002                4,457             4,766
          Indicated (AI)                             37.5               35.2               41.4                                         6.6            7.3           7.4              7,942                8,287             9.838
          Inferred (Al)                                1.9                   –               –                                          8.8                 –         –                 540                    –                 –
          Total (AI)                                 64.5               56.0               62.9                                         6.5            7.1           7.2            13,484               12,744             14,604
          Indicated (BI)                             28.6               21.4               21.3                                         4.5            4.9           6.0              4,114                3,362             4,090
          Total underground                          93.0               77.4               84.2                                         5.9            6.5           6.9            17,598               16,107             18.694
          Surface
          Surface stockpiles                              –                  –               –                                           –                  –         –                   –                    –                 –
          Grand Total                                93.0               77.4               84.2                                         5.9            6.5           6.9            17,598               16,107             18.694



Modifying factors                                                                                                                                                      Modifying Factor
• The Measured and Indicated Mineral                                             • The Mineral Reserves are quoted in terms                                            Mineral Resource Gold Price            US$/ oz        1,000
  Resources are inclusive of those Mineral                                         of RoM grades and tonnage as delivered                                              Exchange Rate                           R:US$         8.95:1
                                                                                                                                                                       Mineral Reserve Gold Price             US$/ oz          800
  Resources modified to produce Mineral                                             to the metallurgical processing facilities
                                                                                                                                                                       Mineral Resource Paylimit               cm.g/t          670
  Reserves;                                                                        and are fully diluted; and
                                                                                                                                                                       Mineral Reserve Paylimit                cm.g/t          840
• Both the Mineral Resources and Mineral                                         • Mineral Reserve statement includes only                                             Mine Call Factor                            %           85.5
  Reserves are quoted as 100% (managed)                                            the Measured and Indicated Mineral                                                  Block Factor                                %            100
  and are wholly owned by GFI Mining South                                         Resource, modified to produce Mineral                                                Shortfall                                   %           14.1
  Africa (Pty) Ltd;                                                                Reserve contained in the LoM plan.                                                  Stoping Width                              cm            154
                                                                                                                                                                       Mill Width                                 cm           199
                                                                                                                                                                       Plant Recovery                              %           96.0
Grade tonnage curve                                                                                                                                                  * Inclusive of below infrastructure area in total.
Underground

                  210                                                                  30
                                                                                              Ave. Grade above cut-off Au (g/t)




                  175                                                                  25
Tons (Millions)




                  140                                                                  20

                  105                                                                  15

                   70                                                                  10

                   35                                                                  5

                    0                                                                  0
                        0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
                                           Cut-off grade (g/t)




                                                                                                                                        9
Mineral Reserves
Mineral Reserve estimation at Beatrix is based on the development of an appropriately detailed and engineered LoM plan, which accounts for all
necessary access development and stope designs. All design and scheduling work is undertaken with mine planning software. The planning process
incorporates appropriate modifying factors and the use of cut-off grade policies and technical-economic investigations.


Mineral Reserve                       Mil Tons (Mt)                                             Grade (g/t)                                                                       Gold (‘000 oz)
Classification             June 2009      June 2008    Dec 2006      June 2009                     June 2008                           Dec 2006                June 2009               June 2008               Dec 2006
Underground
Proved                         13.9            12.0       15.8                        4.7                             4.6                      5.4                 2,087                   1,781                 2,726
Probable (AI)                  24.7            26.5       28.3                        5.0                             5.2                      5.6                 3,990                   4,435                 5,058
Total (AI)                     38.6            38.5       44.1                        4.9                             5.0                      5.5                 6,077                   6,216                 7,784
Probable (BI)                   2.4             3.0        3.5                        4.8                             5.0                      5.8                   371                       480                653
Total underground              41.0            41.5       47.6                        4.9                             5.0                      5.5                 6,448                   6,696                 8,437
Surface
Surface stockpiles               –                –          –                          –                                 –                      –                         –                     –                  –
Grand Total                    41.0            41.5       47.6                        4.9                             5.0                      5.5                 6,448                   6,696                 8,437




Mineral Resources and Mineral Reserves Reconciliation year-on-year
Mineral Resource                                                       Change in Mineral Resource F2009 to F2010
Factors that affected Mineral Resource reconciliation:                                20,000
                                                                                      18,000
• Despite depletion, the Mineral Resource at North Section                            16,000
  increased as a result of a decrease in the paylimit and an                          14,000
                                                                        Gold (koz)




                                                                                      12,000
  increase in the gold values of many of the zones; and                               10,000
• Mineral Resource paylimit reduction at South and West Sections                       8,000
                                                                                       6,000
  were offset by depletions.                                                           4,000
                                                                                       2,000
                                                                                            0
                                                                                                  F2009                       Depletion         Economic         Evaluation          Geology          F2010
                                                                                                                                                 Factors




Mineral Reserve                                                        Change in Mineral Reserve F2009 to F2010
Factors that affected Mineral Reserve reconciliation:                                 8,000

• Depletion since July 2008;                                                          7,000

                                                                                      6,000
• Exclusions due to changes in geological structures and mining
                                                                                      5,000
                                                                         Gold (koz)




  strategy;
                                                                                      4,000
• General improvement in zonal values; and                                            3,000
• Paylimit changes.                                                                   2,000

                                                                                      1,000

                                                                                            0
                                                                                                F2009                Production      Geology      Specific     Valuation       Economic   Technical    F2010
                                                                                                                                                 Exclusions                     Factors    Factors




Mineral Reserve sensitivity                                                                             Managed Mineral Reserve Sensitivity
The following graph indicates the Mineral Reserve sensitivity at                                                     10
–10%, –5%, base, +5%, +10% and +25% to the gold price.
                                                                                                                      8
The sensitivities are not based on detailed depletion schedules
                                                                                                                      6
                                                                                                        Gold (Moz)




and should be considered on a relative and indicative basis only.
                                                                                                                      4

                                                                                                                      2

                                                                                                                      0
                                                                                                                              -10%        -5%     230,000 +5%                  +10%       +25%
                                                                                                                                                     Gold Price (ZAR/kg)




                                                                                      10
Regulatory Codes
SAMREC
This Technical Statement has been prepared in Compliance with the South Africa Code for the Reporting of Exploration Results, Mineral Resources
and Mineral Reserves (2007 SAMREC Code).

JSE
This Technical Statement has been prepared in compliance with the listing requirements of the JSE Securities Exchange, South Africa (JSE), specifically
Section 12 – Issue 11.

Sarbanes-Oxley Act
The Mineral Resource and Mineral Reserve is underpinned by an adequate Mineral Resource Management process and protocol to ensure adequate
corporate governance in respect of the intent of the Sarbanes-Oxley Act.

Environmental
Beatrix has an environmental management team who are supported by specialist assistance from the South Africa regional office in Johannesburg.
The systems, procedures, training etc. are at international best practice levels. Gold Fields has produced a Sustainability Report in 2009 and intends
reporting annually in accordance with the Global Reporting Initiative.

Competent Persons
SG Becker: Manager Mine Planning and Resource Management
B.Eng (Mining), Mine Manager’s Certificate, ECSA (Registration number: 875564). Mr Becker has over 27 years experience in the mining
industry of which five years have been at Beatrix Mine.
C Rose: Chief Geologist
M Eng (Mineral Resource Management), Pr Sci Nat (Registration number: 400173/05). Mr Rose has over 19 years experience in the mining
industry of which 6 years have been at Beatrix Gold Mine.
CJ Morgan: Chief Evaluator
MSc (Geostatistics), NMP(Wits), Pr Sci Nat (Registration number: 400150/08). Mr Morgan has 3 years experience in the mining industry, of
which 2 years have been at Beatrix Gold Mine.

LC Esterhuizen: Chief Surveyor
Mine Survey Certificate of Competency, IMSSA (Reg. No. 2218/2009). Mr Esterhuizen has over 28 years experience in the mining industry of
which 13 years have been at Beatrix Gold Mine.

C Opperman: Chief Mine Planner
ND Mine Surveying, LDP (UNISA), MAP IMSSA (Reg. No. 2189) Mr Opperman has over 27 years experience in the mining industry of which
7 years have been at Beatrix Gold Mine.


Key Technical Staff
Post                                  Incumbent          Qualifications                                    Years      Key Responsibility
Vice President and Head of           Ben Haumann         Mine Manager’s Certificate                          32       Overall strategic direction,
Operations                                                                                                           leadership and management
Mineral Resources                    Gerhard Becker      B Eng (Mining Engineering)                         27       Mine Planning, Mineral Resources
Manager: Mine Planning and                               Mine Manager’s Certificate                                   & Mineral Reserves and
Resource Management                                      ECSA                                                        compilation of CPR
Mining                                 Sias Botha        Mine Overseer’s Certificate                         33       Full operational management
Senior Manager: Operations
(Acting)
Financial                          Roderick Mugovhani    BCom Accounting, MAP (Wits) CPA (SA), MBA          12       Financial reporting and
Senior Manager                                                                                                       compliance
Human Resources                      Themba Fikizolo     B.Juris Law degree, BA Hons.                       18       Human resource management
Senior Manager                                           Degree in Labour Relations and Human
                                                         Resources
Metallurgy                           Les van Niekerk     NHD Extraction Metallurgy, ECSA                    33       Metallurgical management
Manager: Metallurgy
Engineering                          Frans Heyneke       GCC Mech, GCC Elect, ECSA                          24       Engineering, logistics,
Manager Engineering                                                                                                  infrastructure and capital
                                                                                                                     management




                                                                          11
                                                                                                                 Beatrix History
                                                                                                                    at a Glance
              • 1933
                Exploration in the Free State started as far back
                as 1885 but only commenced in earnest in 1933                             • 1969
                when the first borehole was drilled on the farm                              Exploration drilling for gold and
                Aandenk 227 HP. The discovery of the Basal                                  uranium commenced in the southern
                Reef in 1939 set exploration afire, which resulted                           limits of the Free State Goldfields.
                in a score of mines being developed in the Free
                                                                                • 1981
                State.                                                            Beisa Shaft commissioned to exploit
            • 1976                                                                uranium. Sinking of Beatrix 1 and 2
              General Mining acquired Union Corporation in                        Shafts commenced.
              1976. General Mining Union Corporation Limited,
              as it was then called, became Gencor Limited.

                     • 1984                                                              • 1985
                       Beisa Uranium Mine closed due to                                    Beatrix 1 and 2 Shafts commissioned.
                       the low prevailing uranium price.                                   Exploration for Kalkoenkrans Reef in the
                                                                                           vicinity of the old Beisa Mine commenced.
                 • 1987
                   Sinking of two new sub vertical shafts and
                                                                             • 1993
                   a ventilation shaft at Beisa Mine, renamed                  Gold production began at Oryx Mine.
                   Oryx Mine, to exploit gold, commenced.                                                                          • 1995
                                                                                                                                     Sinking of Beatrix 3 Shaft Complex and
                           • 1998                                                                                                    down dip expansion of mine commenced.
                             A new company,                     • 2001
                                                                  Beatrix 3 Shaft completed.                • 2002
                             Goldco, is formed,                                                               St Helena Gold Mine sold to Freegold, Beatrix and Oryx
                             which brought                                                                    mines merged to form Beatrix Gold Mine. Beatrix Gold
                             together the gold             • 2003                                             Mine is awarded ISO 14001 certification in July 2002.
                             assets of Gold Fields           Beatrix
                                                             Gold Mine
                             of South Africa
                                                                                         • 2004                  • 2005             • 2007
                             Limited with those              achieve                                               Beatrix            Beatrix
                                                             1 million and                 Completion of                                                 • 2009
                             of the unbundled                                              new surface             North and          Gold Mine
                                                             Beatrix North                                                                                 Beatrix Gold
                             Gencor. Goldco was                                            ventilation             South              granted new
                                                             and South                                                                                     Mine achieves
                             later renamed Gold                                            shaft to                Sections           order Mining
                                                             Sections achieve                                                                              full compliance
                             Fields Limited.                                               service the             achieve            Rights.
                                                             2 million fatality                                                                            from the ICMI
                                                                                           south west              3 million
                                                             free shifts for the                                                                           during an
                                                                                           corner of the           fatality
                                                             first time.                                                                                    external cyanide
                                                                                           mine near 2             free shifts
                                                                                                                                                           audit conducted
                                                                                           Shaft. Beatrix          for the
                                                                                                                                                           during June
                                                                                           Gold Mine               first time.
                                                                                                                                                           2009.
                                                                                           achieves 2
                                                                                           million fatality
                                                                                           free shifts for
                                                                                           the first time.




Disclaimer
Forward looking statements
Certain statements in this document constitute “forward looking statements” within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US Securities
Exchange Act of 1934.
Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the
company to be materially different from the future results, performance or achievements expressed or implied by such forward looking statements. Such risks, uncertainties and other
important factors include among others: economic, business and political conditions in South Africa, Ghana, Australia, Peru and elsewhere; the ability to achieve anticipated efficiencies
and other cost savings in connection with past and future acquisitions, exploration and development activities; decreases in the market price of gold or copper; hazards associated with
underground and surface gold mining; labour disruptions; availability terms and deployment of capital or credit; changes in government regulations, particularly environmental regulations;
and new legislation affecting mining and mineral rights; changes in exchange rates; currency devaluations; inflation and other macro-economic factors, industrial action, temporary
stoppages of mines for safety reasons; and the impact of the Aids crisis in South Africa. These forward looking statements speak only as of the date of this document. The company
undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this document or to reflect
the occurrence of unanticipated events.




Note: For abbreviations refer to page 23, Glossary of Terms page 24 – “Mineral Resource and Mineral Reserve Overview 2009”

				
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