Regis Resources (RRL) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a senior, globally significant gold producer with annual output exceeding 700,000 ounces, diversified high-quality assets in Western Australia, North America, and Canada, and enhanced operational resilience.

• Combined entity becomes the third largest primary ASX-listed gold producer, improving global relevance, market presence, and index representation.

• Both companies contribute debt-free balance sheets, strong cash generation, and full exposure to spot gold prices, supporting future growth and shareholder returns.

• The merger is a logical consolidation of two ASX-listed gold miners, offering benefits to both shareholder groups, including exposure to long-life, low-cost assets and increased market relevance.

• Shared vision for long-term value creation and improved market relevance.

Financial terms and conditions

• All-scrip merger via a Vault scheme of arrangement; Vault shareholders receive 0.6947 or 0.69472 new fully paid ordinary shares in the acquirer per Vault share, subject to adjustment for dividends paid prior to implementation.

• Post-merger, Vault shareholders will own 49% and Regis shareholders 51% of the combined entity.

• Combined market capitalization estimated at A$11 billion, with pro forma annualized free cash flow of A$1.7 billion and A$1.9 billion in cash and bullion, and no debt.

• Both parties may declare ordinary dividends prior to completion, with adjustments to the exchange ratio as outlined in the Scheme Implementation Deed.

• Standard reciprocal break fee of approximately 1% (~A$50 million) applies if a superior offer emerges.

Synergies and expected cost savings

• Over A$500 million in corporate tax synergies and additional procurement and operational savings are expected from the transaction.

• Cost efficiencies will be realized from the enlarged portfolio and reduction in corporate costs.

• Synergies to be shared by both shareholder groups.

• Larger, more diverse company expected to attract a lower cost of capital.