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 enhanced operational resilience.

• Combined entity becomes the third largest primary ASX-listed gold producer, moving into the senior global peer group with improved market relevance and presence.

• Both companies contribute experienced management teams, complementary strengths, and a shared vision for long-term value creation and sustainable returns.

• Debt-free balance sheets, strong cash generation, and sector-leading financial strength support future growth and shareholder returns.

Financial terms and conditions

• All-scrip merger: Vault shareholders receive 0.69472 new Regis shares per Vault share, subject to adjustment for dividends paid prior to completion.

• Vault shareholders will own 49% and Regis shareholders 51% of the combined entity.

• Pro forma market capitalization is approximately A$11 billion, with combined cash/bullion of ~A$1.9 billion and annualized free cash flow of A$1.7 billion; the company remains debt free.

• Standard reciprocal break fee of approximately A$50–50.7 million (1% of deal value) applies if a superior offer emerges or in case of material breach.

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

Synergies and expected cost savings

• Over A$500 million in corporate tax benefits anticipated from the transaction.

• Additional operational synergies expected through procurement savings, cost rationalization, and reduced corporate costs.

• Larger scale and diversification expected to lower cost of capital and support future growth.