Spartan Resources (SPR) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading Australian gold producer with a vision to exceed 500,000 oz annual production by FY30, leveraging complementary and proximate assets and targeting an expanded Mt Magnet Hub exceeding 350,000 oz/year.

• Combines Ramelius' large mineral resource and operational expertise with Spartan's high-grade ore, excess processing capacity, and exploration culture.

• The combined group will have a mineral resource of 12.1Moz Au and ore reserve of 2.6Moz Au, with significant exploration upside.

• Enhanced market position with a pro-forma market capitalisation of AUD 4.2 billion, robust net cash of AUD 503 million, and undrawn AUD 175 million facility.

• The transaction is unanimously supported by both boards and major shareholders, with aspirations for ASX100 inclusion.

Financial terms and conditions

• Spartan shareholders will receive AUD 0.25 cash and 0.6957 Ramelius shares per Spartan share, valuing Spartan at AUD 1.78 per share and a fully-diluted equity value of AUD 2.4 billion, representing an 11.3% premium to last close and 27.5% to 30-day VWAP.

• Spartan shareholders (excluding Ramelius) will own 39.5% of the enlarged group if the scheme is implemented.

• If the scheme fails, a conditional off-market takeover offer for the same consideration is in place.

• Both scheme and takeover offer are subject to limited conditions, with break/reverse break fees of approximately AUD 23.8 million each.

• Pro forma market cap of the combined entity is AUD 4.2 billion, with a net cash position of AUD 503 million.

Synergies and expected cost savings

• Cost savings expected from rationalisation of site administration and duplicate corporate costs.

• Synergies include expedited production, operational flexibility, optimized capital allocation, and positive tax benefits from Spartan's tax losses.

• Enhanced processing capacity and ore source flexibility will drive higher margins and production, targeting over 4Mtpa ore processing.

• Streamlined capex profile by deferring near-term Dalgaranga plant capex and optimising capital programs across both sites.

• Supply chain economies of scale and near-term utilisation of Spartan's tax losses.