<DOCUMENT>
<TYPE>EX-99.K
<SEQUENCE>2
<FILENAME>exhibit-k.txt
<DESCRIPTION>SHARE SUBSCRIPTION AGREEMENT
<TEXT>
                                                               EXECUTION VERSION
                                                               -----------------



                          SHARE SUBSCRIPTION AGREEMENT



THIS SHARE SUBSCRIPTION  AGREEMENT dated as of April 18, 2005, (the "Agreement")
is entered into between  JENINGTON  INTERNATIONAL  Inc., a company  incorporated
under the laws of BVI, whose  registered  office is at Akara Bldg., 24 De Castro
Street,  Wickhams  Cay I,  Road  Town,  Tortola,  British  Virgin  Islands  (the
"Company") and OJSC "Mining and Metallurgical  Company "NORILSK NICKEL", an open
joint stock  company  incorporated  under the laws of Russia,  whose  registered
office is at Taimirskiy  (Dolgano-Nenetskiy Autonomous Region), Dudinka, Russian
Federation (the "Subscriber").

The parties  hereto are  hereinafter  referred to  collectively  as "Parties" or
individually as "Party".

1.       SUBSCRIPTION

1.1      Subject to the terms and  conditions  set forth in this  Agreement  the
         Company hereby irrevocably  agrees to issue one million  (1,000,000) of
         the common  voting  shares having a nominal value of one US dollar (USD
         1) (the "Shares") to the  Subscriber,  and the  Subscriber  irrevocably
         agrees to subscribe for and purchase the Shares from the Company.

2.       CONSIDERATION.

2.1      The Parties hereby agree that in full consideration for the Shares, the
         Subscriber shall transfer to the Company full legal title to 98,467,758
         (ninety eight million four hundred sixty seven  thousand  seven hundred
         fifty eight) ordinary  common shares,  par value 0.50 Rand each of Gold
         Fields Limited,  a company  incorporated under the laws of the Republic
         of South Africa (the "GFL Shares").  The Subscriber  shall transfer the
         GFL Shares to the Company not later than  fifteen  (15) days  following
         the date when the  Shares  were  credited  to the depo  account  of the
         Subscriber as provided in Clause 4.4. The aggregate  purchase  price of
         the  Shares  shall  be  determined  as  the  price  of the  GFL  Shares
         calculated  on the basis of the closing  price for one GFL Share on the
         NYSE on the day preceding the  Completion  Date. If such day falls on a
         day when the NYSE is closed for business or when no  transactions  with
         such shares have been made,  then the price shall be  calculated on the
         basis of the latest  available  closing  price for one GFL Share on the
         NYSE.

3.       COMPLETION

3.1      Completion Date.  Completion of the transaction shall take place at the
         office  of  OJSC  ROSBANK  (the  "Depositary")  on the  date  when  the
         Depositary credited the depo account of the Company with the GFL Shares
         pursuant  to  Clause  3.23.  Such  date is  herein  referred  to as the
         "Completion Date".

3.2      Actions at Completion. At the Completion, each and all of the following
         actions shall take place:

         3.2.1    Subscriber  and the  Company  shall each  confirm to the other
                  that the covenants and undertakings specified in Clause 4 have
                  been duly performed by each Party.

         3.2.2    Subscriber  shall duly execute and deliver to the Depositary a
                  written  instruction  authorizing  the  transfer of GFL Shares
                  from  the  depo  account  of the  Subscriber  opened  with the
                  Depositary to the depo account of the Company  opened with the

<PAGE>

                  Depositary,  and the Company shall duly execute and deliver to
                  the Depositary the GFL Shares acceptance instruction.

         3.2.3    Following the actions described in Clause 3.2.2 the Depositary
                  shall  credit  the depo  account of the  Company  with the GFL
                  Shares and provide each Party with a document  evidencing  the
                  transfer.

4.       COVENANTS AND UNDERTAKINGS PRIOR TO COMPLETION

4.1      The Company shall provide the Subscriber  with all necessary  documents
         as may be requested by the Subscriber evidencing that:

         4.1.1    The Shares of the  Company  were duly  authorized  and validly
                  issued  by  the  Company  and  the  Agreement  has  been  duly
                  authorized by the Company as required by  applicable  laws and
                  regulations;

         4.1.2    Following the transfer of the Shares to the  Subscriber in the
                  Depositary,  the  Subscriber  will acquire full legal title to
                  all Shares free and clear of any liens and encumbrances.

4.2      The Subscriber  shall provide the Company with all necessary  documents
         as may be requested by the Company evidencing that:

         4.2.1    The Agreement and transactions  contemplated  hereby have been
                  duly  authorized  by the  Subscriber as required by applicable
                  laws and regulations;

         4.2.2    The  Subscriber  has a valid depo account with the  Depositary
                  and has  properly  transferred  the GFL Shares in the  nominal
                  holding of the Depositary;

         4.2.3    Following  the transfer of GFL Shares from the depo account of
                  the  Subscriber  to the depo  account  of the  Company  in the
                  Depositary,  the Company  will acquire full legal title to the
                  GFL Shares free and clear of any liens and encumbrances.

4.3      The Company  shall duly  transfer the Shares to the depo account of the
         Subscriber  opened with the Depositary,  and the Subscriber  shall duly
         execute  and   deliver  to  the   Depositary   the  Shares   acceptance
         instruction.

4.4      Following  the actions  described  in Clause 4.3 the  Depositary  shall
         credit the depo account of the  Subscriber  with the Shares and provide
         the Subscriber with a document evidencing the transfer of the Shares.

5.       INDEMNITY

5.1      Indemnification.  From and after the Completion  Date, each Party shall
         indemnify  the other  Party in  respect  of,  and hold the other  Party
         harmless against, any and all debts, obligations and other liabilities,
         monetary  damages,   fines,  fees,  penalties,   interest  obligations,
         deficiencies, losses, costs and expenses (including without limitation,
         reasonable  attorneys' fees and expenses),  incurred or suffered by the
         other  Party  resulting  from or  relating  to failure by such Party to
         perform in whole or in part any covenant or agreement contained in this
         Agreement.

                                       2

<PAGE>

6.       TERMINATION

6.1      Termination  prior to Completion.  This Agreement may be terminated and
         the  transactions  contemplated  hereby may be terminated,  at any time
         prior to the Completion:

         6.1.1    by mutual written consent of the Parties; or

         6.1.2    by either  Party if there has been a breach of any covenant by
                  the other Party;

7.       ENTIRE AGREEMENT

7.1      This Agreement  contains the entire agreement and  understanding of the
         Parties  hereto with respect to the  transaction  contemplated  hereby.
         This  Agreement  supersedes  and  terminates  all prior  agreements and
         understandings,  whether  written or oral,  between the Parties  hereto
         with  respect to such  transaction,  and  replaces in its  entirety all
         existing documents with respect to such transaction.

8.       VARIATION

8.1      No variation of this Agreement (or of any of the documents  referred to
         in this Agreement) shall be valid unless it is in writing and signed by
         or on behalf of each of the Parties.  The expression  "variation" shall
         include any  variation,  supplement,  deletion or  replacement  however
         effected.  Unless  expressly  agreed,  no variation shall  constitute a
         general waiver of any provisions of this Agreement, nor shall it affect
         any  rights,  obligations  or  liabilities  under or  pursuant  to this
         Agreement which have already  accrued up to the date of variation,  and
         the rights and  obligations  of the  Parties  under or pursuant to this
         Agreement shall remain in full force and effect, except and only to the
         extent that they are so varied.

9.       COSTS

9.1      Each of the Parties shall pay its own costs incurred in connection with
         the negotiation, preparation and implementation of this Agreement.

10.      SEVERABILITY

10.1     If  any  provision  of  this   Agreement  is  held  to  be  invalid  or
         unenforceable,  then such  provision  shall (so far as it is invalid or
         unenforceable)  be given  no  effect  and  shall  be  deemed  not to be
         included  in  this  Agreement  but  without  invalidating  any  of  the
         remaining provisions of this Agreement.  The Parties shall then use all
         reasonable   endeavours   to  replace  the  invalid  or   unenforceable
         provisions by a valid and enforceable  substitute  provision the effect
         of which is as close as possible to the intended  effect of the invalid
         or unenforceable provision.

11.      COUNTERPARTS; LANGUAGE

11.1     Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts and by the Parties to it on separate counterparts, each of
         which is an original but all of which  together  constitute one and the
         same instrument.

11.2     Language.  This  Agreement is prepared in English and  Russian.  In the
         event of  discrepancy  between the two versions,  the English  language
         version shall prevail.

                                       3

<PAGE>

12.      WAIVERS; RIGHTS AND REMEDIES

12.1     Waivers.  No  failure  or delay by a Party in  exercising  any right or
         remedy provided by Law under or pursuant to this Agreement shall impair
         such  right or  remedy  or  operate  or be  construed  as a  waiver  or
         variation of it or preclude its exercise at any subsequent  time and no
         single or partial  exercise of any such right or remedy shall  preclude
         any other or further  exercise of it or the exercise of any other right
         or remedy.

12.2     Company's Rights and Remedies. The rights and remedies of a Party under
         or pursuant to this Agreement are cumulative, may be exercised as often
         as such Party  considers  appropriate and are in addition to its rights
         and remedies under general Law.

13.      FURTHER ASSURANCE

13.1     Each Party  agrees to  perform  (or  procure  the  performance  of) all
         further  acts and  things,  and  execute  and  deliver  (or procure the
         execution and delivery of) such further  documents,  as may be required
         by Law or as the Company may  reasonably  require,  whether on or after
         Completion,  to implement  and/or give effect to this Agreement and the
         transaction contemplated by it.

14.      NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

14.1     Nothing in this Agreement is intended to confer on any Person any right
         to enforce any term of this Agreement  which that Person would not have
         had but for the  Contracts  (Rights of Third  Parties)  Act 1999 except
         that a Person who is the  permitted  successor  to or  assignee  of the
         rights  of a Party is deemed  to be a party to this  Agreement  and the
         rights of such  successor  or assignee  shall,  subject to and upon any
         succession or assignment  permitted by this Agreement,  be regulated by
         the terms of this Agreement.

15.      NOTICES

15.1     Notice.  Any  notice or other  communication  given or made  under this
         Agreement  shall be by letter or by facsimile  transmission  and may be
         delivered  personally or by courier to the relevant  Party or facsimile
         transmission  to the address or facsimile  transmission  number of that
         Party set out in this Clause or such other  address or number as may be
         notified hereunder by that Party from time to time for this purpose.

The Parties' addresses and fax numbers for the purposes of this Agreement are:

(a) In the case of the Company:

JENINGTON INTERNATIONAL Inc.

Address:       Geneva, 50, rue du Rhone, PO Box 3398, 1211 Geneva 3
Attention:     Mr. Siegfried Pasqual, Director
Fax No:        0041 22 810 17 19

(b) In the case of the Subscriber:

OJSC <<Mining and Metallurgical Company "NORILSK NICKEL"

Address:       13 Tverskoy Boul. Moscow 103009, Russia
Attention:     Denis S. Morozov, Deputy General Director
Fax No:        +7 095 786-8338

                                       4

<PAGE>

15.2     Deemed Service of Notice. A notice so addressed shall be deemed to have
         been received:

         15.2.1   if  delivered  personally  or by a  courier,  at the  time  of
                  delivery; and

         15.2.2   if sent by fax, on successful  completion of its  transmission
                  as per a  transmission  report from the machine from which the
                  fax was sent,  save that if such  notice of  communication  is
                  received  after the end of normal  working  hours (and  normal
                  working  hours shall be deemed to be 8.30 am to 5.30 pm on any
                  Business Day at the location of the recipient), such notice of
                  communication  shall be deemed to have  been  received  on the
                  next Business Day.

         15.2.3   For the avoidance of doubt,  notice given under this Agreement
                  shall  not be  validly  served if sent by  electronic  mail or
                  ordinary post.


16.      ASSIGNMENT

16.1     This Agreement may not be transferred, assigned or pledged by any Party
         without the express written consent of the other Party.  This Agreement
         shall be binding upon and shall inure to the benefit of the Parties and
         their  respective  heirs,  executors,  administrators,  successors  and
         permitted assigns.

17.      GOVERNING LAW; ARBITRATION OF DISPUTES

17.1     Governing Law. This Agreement and the relationship  between the Parties
         shall be governed by, and interpreted in accordance with English law.

17.2     Arbitration  of  Disputes.  In  respect of any  dispute or  difference,
         controversy or claim of whatever nature howsoever arising under, out of
         or in  connection  with this  Agreement,  including  one  regarding the
         breach, existence or validity of this Agreement (each a "Dispute"), the
         Parties shall endeavour in good faith to resolve such Dispute  promptly
         and amicably through negotiations.

         If the matter is not resolved through such  negotiations  within thirty
         (30) days of one side receiving  written  notification  of the Dispute,
         any Party may  elect,  by notice in writing  to the other  Parties,  to
         settle and resolve  finally such Dispute by  arbitration  in accordance
         with the London Court of International Arbitration ("LCIA") Rules as in
         force at the time of the  election  (the  "Rules")  by a panel of three
         arbitrators appointed by LCIA as the nominating authority in accordance
         with the Rules.

         The seat or legal place of  arbitration  shall be deemed to be England,
         and accordingly the substantive laws of England shall be applicable for
         purposes  of the  arbitration.  The venue for the  arbitration  hearing
         shall be London,  at a location to be determined  by the tribunal.  The
         procedural law for any reference to  arbitration  shall be English law.
         The language of the arbitration proceedings shall be English.

         Any  right of  appeal or  reference  of points of law to the  courts is
         hereby waived, to the extent that such waiver can be validly made.

                                       5

<PAGE>

         The arbitral  tribunal  shall have the power to order on a  provisional
         basis any relief which it would have power to grant in a final award.






















                                       6

<PAGE>


         IN WITNESS HEREOF the Parties hereto have caused their duly  authorised
representatives  to sign and  deliver  this  Agreement  on the date first  above
written.

                                       COMPANY

                                       JENINGTON INTERNATIONAL Inc.

                                       By: /s/ Siegfried Pasqual
                                          --------------------------------------
                                       Name:  Siegfried Pasqual
                                       Title: Director

                                       SUBSCRIBER

                                       OJSC <<Mining and Metallurgical Company
                                       "NORILSK NICKEL"

                                       By: /s/ Denis Morozov
                                          --------------------------------------
                                       Name:  Denis Morozov
                                       Title: Deputy General Director
















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</TEXT>
</DOCUMENT>
