Genesis Minerals and Vault Minerals have entered a binding Scheme Implementation Deed that will combine the two companies in a transaction expected to create a A$12.6 billion Australian gold producer with operations across Western Australia.
Under the proposed scheme of arrangement, Genesis will acquire 100 per cent of Vault’s ordinary shares, creating a combined business with projected annual gold production of approximately 600,000 to 700,000 ounces, 33.6 million ounces in Mineral Resources and 9.4 million ounces in Ore Reserves.
Under the terms of the scheme, Vault shareholders will receive 0.7629 new Genesis shares and A$0.475 in cash for each Vault share held at the scheme record date. Based on Genesis’ share price at the time the proposal was announced, the offer implies total consideration of A$5.274 per Vault share, representing a 15.7 per cent premium to Vault’s closing share price and valuing the company at approximately A$5.6 billion.
Following completion of the transaction, Genesis shareholders are expected to own approximately 59.8 per cent of the enlarged company, with Vault shareholders holding the remaining 40.2 per cent on a fully diluted basis.
The merged group is expected to have a pro forma market capitalisation of approximately A$12.6 billion, net cash of A$611 million and liquidity of A$1.4 billion.
According to Genesis, the combined company will become a leading gold producer in the Leonora-Laverton gold district, with 100 per cent ownership and control of its operating assets. The company also estimates post-tax, undiscounted synergies of approximately A$2.0 billion, including around A$1.5 billion over 10 years, driven by the proximity of the companies’ operations at Leonora and Bardoc-Mount Monger.
Genesis said it intends to release a new strategic plan during the first half of 2027 following completion of the merger and strategic review, including optimisation of ore and mills and a review of the merged group’s asset portfolio.
If the transaction proceeds, Russell Clark will become Non-Executive Chairman of the merged group, Raleigh Finlayson will be appointed Managing Director, while Matt Nixon and Morgan Ball will continue as Chief Executive Officer and Chief Financial Officer respectively.
The board will comprise four Genesis directors and three Vault directors.
The Vault Board has unanimously recommended that shareholders vote in favour of the scheme, subject to there being no superior proposal and an independent expert continuing to conclude that the transaction is in the best interests of Vault shareholders. The Genesis Board has also unanimously endorsed the proposal.
Raleigh Finlayson, Executive Chair of Genesis Minerals Limited, 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”
Luke Tonkin, Managing Director of Vault Minerals Limited, said:
“Genesis’ proposal reflects the quality of Vault’s portfolio and the strategic value of our Leonora assets. The combination of complementary operations and infrastructure in the Leonora district is expected to enhance scale and unlock value that would be more difficult to realise on a standalone basis. The Vault Board believes the transaction delivers a compelling outcome for shareholders, offering an attractive premium and exposure to the value creation potential of the combined group.”
The proposed transaction remains subject to several conditions, including approval by Vault shareholders, an independent expert concluding that the scheme is in the best interests of shareholders, regulatory approvals, court approval and the absence of material adverse changes affecting either company.
Vault expects to distribute the scheme booklet during August or September 2026, with the scheme meeting and implementation targeted for completion later in the year, subject to approvals.
