Genesis and Vault Minerals have signed a binding scheme implementation deed to merge in a deal valued at approximately A$12.6bn ($8.7bn), based on the companies’ pro-forma market capitalisation.
Under the agreement, Genesis will acquire all fully paid ordinary shares of Vault.
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Vault shareholders will receive 0.7629 new Genesis shares plus A$0.475 in cash for each Vault share held at the scheme record date.
This proposal values Vault at around A$5.6bn and equates to a 15.7% premium over its most recent closing share price.
Following completion of the transaction, Genesis shareholders are expected to own roughly 59.8% of the combined group, with Vault shareholders holding the remaining 40.2% on a fully diluted basis.
The boards of both companies have approved the agreement.
The merged group is forecast to produce around 600,000–700,000oz of gold annually, consolidating operations exclusively in Western Australia.
Operational synergies unique to the deal are approximately A$2bn post-tax, including around A$1.5bn expected over ten years, stemming from the proximity of the companies’ operations at Leonora and Bardoc-Mount Monger.
The board will comprise four directors from Genesis and three from Vault.
With this transaction, the enlarged group’s portfolio will include 33.6 million ounces (moz) of mineral resources, 9.4moz of ore reserves and a pro-forma net cash position of A$611m. Pro-forma liquidity is projected at A$1.4bn.
Genesis intends to release its new strategic plan in the first half of 2027 following completion of the transaction and a strategic review.
Genesis executive chair Raleigh Finlayson said: “This transaction represents a truly logical combination of assets to create the third-largest Australian gold producer and represents a genuine win-win for all shareholders and stakeholders, unlocking significant unique synergies through the optimisation of complementary assets.
“We are creating a strong platform for continued growth and shareholder returns.”
The merger follows Vault’s decision to terminate an earlier merger agreement with Regis Resources. As a result, Vault is obligated to pay a break fee of around A$50.7m to Regis.
