Vault Minerals (VAU) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a senior, globally significant gold producer with annual production exceeding 700,000 ounces, diversified high-quality assets in Western Australia, North America, and Canada, and strong cash generation capacity.

• Combined entity becomes the third largest primary ASX-listed gold producer, enhancing global market relevance, operational resilience, and investor appeal.

• Both companies bring experienced management teams, complementary strengths, and debt-free balance sheets, supporting future growth and shareholder returns.

• The merger is positioned as a true merger of equals, with both boards unanimously endorsing the deal and emphasizing shared long-term value creation.

• Enhanced scale and diversification improve market relevance and appeal to a broader global investor base.

Financial terms and conditions

• All-scrip merger executed via a scheme of arrangement; Vault shareholders receive 0.69472 Regis shares per Vault share, subject to adjustment for dividends paid prior to completion.

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

• Combined market capitalization estimated at approximately A$11 billion, with A$1.9 billion in cash/bullion and annualized free cash flow of A$1.7 billion; company remains debt free.

• Both companies may declare ordinary dividends prior to completion, with the exchange ratio adjusted accordingly.

• Reciprocal break fees of approximately A$50–50.7 million apply if a superior offer is accepted or in case of material breaches.

Synergies and expected cost savings

• Over A$500 million in corporate tax synergies expected from the write-up of the combined tax asset base.

• Additional operational synergies anticipated through procurement savings and rationalization of business costs.

• Increased scale expected to deliver a more attractive cost of capital and support future growth initiatives.