NEW YORK, Oct 21 (Reuters) - South African gold producer Gold Fields Ltd. and Toronto-based Repadre Capital Corp. said on Sunday they reached a memorandum of understanding with Australia's Ranger Minerals Ltd. to buy Ranger's 90 percent interest in Abosso Goldfields Ltd., an unlisted Ghanaian company holding 100 percent of the Damang gold mine in Ghana, and associated mining and exploration assets.

The purchase consideration will be A$63.3 million in cash to be contributed by Gold Fields and 4.0 million Repadre shares to be contributed by Repadre. The purchasers will also acquire all outstanding loans from Rangser to Abosso, the companies said in a statement issued in New York.

"This is another attractive acquisition for Gold Fields and we are particularly delighted that it is in Africa," said Chris Thompson, Gold Fieldschairman and Chief executive said in the statement. "Like our Tarkwa mine next door, Damang is an open pit operation and we plan to maximize synergies between these two assets."

The transaction is subject to approval of the deal by the Ghana government on or before Feb. 15, 2002; the successful completion of due diligence by all parties before Nov. 9, 2001; and approval on or before Jan. 15, 2002, by Ranger shareholders and, if required, by Repadre shareholders.

It is also subject to the completion of the deal on or before Feb. 28, 2002, unless extended by mutual agreement between the parties. The parties currently anticipate settling well before this date, the statement said.

When finalized, Abosso will be 71.1 percent owned by Gold Fields, 18.9 percent by Repadre and 10 percent by the Ghana government. The Damang mine has resources of about 3.03 million ounces and reserves of 1.53 million ounces.

"We are pleased to be partnering this transaction with Gold Fields. This acquisition will raise our attributable gold production to more than 170,000 ounces per annum," said Repadre President and Chief Executive Joe Conway.

As of June 31, 2001, Abosso had $15 million of external debt; approximately $14 million of net working capital; and a hedge book of approximately 500,000 ounces which, at current gold prices, has a positive mark to market value.

Gold Fields will fund the purchase through a corporate debt facility provided by Barclays Capital, the investment banking division of Barclays Bank PLC, and guaranteed by Gold Fields. South African Reserve Bank approval for the transaction has been secured, it said.

South Africa-based Gold Fields, mines about 3.8 million ounces of gold per year, making it one of the giants in the industry. The firm is in the process of acquiring the St. Ives and Agnew mines in Australia, which produced about 0.6 million ounces for the year ended June 30, 2001.

Repadre creates and buys royalties and non-operating interests and one of its main assets is an 18.9 percent interest in Gold Fields Ghana, owner of the Tarkwa gold mine in Ghana, where Gold Fields holds 71.1 percent and is the operator.