Vault Minerals (VAU) investor relations material

Scheme overview

• On 14 July 2026, Genesis agreed to acquire all ordinary shares through a scheme, after the proposed Regis merger of equals was terminated following the board’s determination that Genesis’s proposal was superior.

• Default consideration is 0.7629 Genesis shares plus ~A$0.5125 cash per share, implying ~A$6.33 based on Genesis’s 5-day VWAP at the Last Practicable Date; eligible holders may elect all cash or all shares, subject to scale-back.

• Shareholders would own ~40.1% of the merged group on a fully diluted basis.

• Cash consideration is subject to adjustment based on shares on issue at the Record Date and may be further adjusted if either party declares a HY27 interim dividend.

Rationale and considerations

• The merged group is forecast to produce 625–675koz of gold in FY27 and was positioned as a top-three Australian and top-20 global producer under the presentation’s stated ranking criteria.

• The combination brings complementary operations in the Leonora–Laverton District, with expected synergies, operational flexibility and enhanced scale.

• Directors unanimously recommended voting in favour, subject to no superior proposal and the Independent Expert continuing to find the scheme in shareholders’ best interests; the expert concluded it was fair and reasonable and in their best interests absent a superior offer.

• Stated considerations against included diluted exposure to assets, a changed risk profile, possible future superior proposal, individual tax circumstances and uncertainty in the value of share consideration.

• Eligible holders may qualify for CGT rollover relief on scrip consideration.

Meeting and implementation timetable

• The Scheme Meeting was scheduled for 9:30 am AWST on 11 November 2026; the Second Court Hearing was scheduled for 2:15 pm AWST on 16 November.

• Effective Date was 17 November; deferred trading of new Genesis shares was scheduled for 18 November; Record Date was 19 November at 4:00 pm AWST.

• Implementation was scheduled for 26 November; normal-settlement trading of new Genesis shares and delisting were scheduled for 27 November, with delisting at close of trading.

• The resolution sought approval of the scheme under section 411 of the Corporations Act, subject to Court approval and any approved variations, alterations or conditions.