Vault Minerals (VAU) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a top three Australian and top 20 global gold producer with 600,000–700,000 oz annual output, consolidating highly complementary assets and infrastructure in the Leonora-Laverton district, all in Western Australia and 100% owned.

• Delivers 33.6Moz in Mineral Resources and 9.4Moz in Ore Reserves, with 86% of reserves in the Leonora-Laverton District, supporting 15 years of reserve life at 650,000 oz per annum.

• Enhanced scale, liquidity, and market relevance, with a pro-forma market cap of A$12.6bn and strong balance sheet.

• Boards unanimously recommend the merger, with Vault directors supporting in the absence of a superior proposal and a positive independent expert opinion.

• Enables portfolio optimization, future-proofing, and enhanced operational flexibility.

Financial terms and conditions

• Vault shareholders receive 0.7629 new Genesis shares plus A$0.475 in cash per Vault share, implying A$5.274 per share and a 15.7% premium to Vault’s closing price, valuing Vault at ~A$5.6bn.

• Genesis shareholders will own ~59.8% and Vault shareholders 40.2% of the merged entity.

• Pro-forma market capitalisation of the merged group is ~A$12.6bn, with net cash of A$611m, liquidity of A$1.4bn, and over A$600m in cash and bullion.

• Mix and match facility allows Vault shareholders to elect cash or scrip, subject to scaleback.

• Vault will pay a break fee of A$50.7m to Regis due to termination of a prior merger agreement.

Synergies and expected cost savings

• Estimated post-tax, undiscounted synergies of ~A$2.0bn over 10 years, including A$1.5bn in unique pre-tax synergies.

• Major savings from processing Tower Hill ore at KOTH mill, avoiding new mill construction and expansion, saving A$715m in capex.

• Corporate cost savings of ~A$120m and at least A$420m in tax benefits.

• Synergies stem from CapEx, OpEx, corporate, and transaction cost reductions, plus project cash flow unlocks.

• Additional unquantified synergies expected from mine optimization, fleet utilization, and scheduling.