Gold Road shareholders offered $3.29 per share in cash scheme by Gold Fields

Background and Transaction Overview

Gold Road Resources Limited (ASX – GOR) has entered into a binding Scheme Implementation Deed with Gruyere Holdings Pty Ltd (GHPL), a wholly owned subsidiary of Gold Fields Limited, for the acquisition of 100% of Gold Road shares via a scheme of arrangement. The proposed transaction values Gold Road shares at a total cash consideration of A$3.29 per share, comprising a fixed cash component of A$2.52 per share (less any special dividend declared prior to implementation) plus a variable cash component linked to Gold Road’s shareholding in Northern Star Resources Limited (ASX – NST), calculated by the 5-day volume weighted average price (VWAP) of Northern Star shares immediately prior to the Scheme’s Effective Date.

The Scheme Booklet, registered with ASIC, includes detailed information about the Scheme, the Independent Expert’s Report prepared by Deloitte Corporate Finance Pty Limited, and the Independent Technical Specialist Report by SRK Consulting (Australasia) Pty Ltd. The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Gold Road shareholders, subject to no superior proposal emerging.

Key Assets and Valuation

Gold Road’s principal asset is its 50% interest in the Gruyere gold mine joint venture in Western Australia, operated jointly with Gold Fields. The Gruyere mine is a Tier 1, long-life operation with an expected mine life to 2032 based on current Ore Reserves, with ongoing exploration targeting extensions including underground mining potential. Gold Road also owns 100% of the Yamarna Project, which includes the Gilmour Project and other exploration assets in Western Australia.

The Independent Expert’s valuation places Gold Road shares between A$2.80 and A$3.28 per share on a control basis, with the Scheme Consideration at A$3.29 per share representing a premium to recent trading prices. The Technical Specialist Report provides a comprehensive technical assessment and valuation of Gold Road’s mineral assets, supporting the fairness of the Scheme Consideration.

Scheme Meeting and Approvals

The Scheme Meeting is scheduled for 2 – 00 pm AWST on Monday, 22 September 2025, to be held as a hybrid meeting in Perth and virtually online. Shareholders registered at 5 – 00 pm AWST on 20 September 2025 will be entitled to vote. The Scheme requires approval by a majority in number of shareholders present and voting, and at least 75% of the votes cast. Following shareholder approval, the Scheme must be approved by the Supreme Court of Western Australia, with the Scheme expected to become Effective on 26 September 2025 and implemented by 13 October 2025.

Upon implementation, Gold Road will become a wholly owned subsidiary of GHPL and will be delisted from the ASX. The Scheme Consideration will be funded by GHPL through a new syndicated facility agreement and/or cash reserves, guaranteed by GHPL Guarantor.

Board Recommendation and Shareholder Considerations

The Gold Road Board unanimously recommends that shareholders vote in favor of the Scheme, subject to no superior proposal emerging and the Independent Expert continuing to conclude the Scheme is in the best interests of shareholders. Key reasons include the significant premium offered, immediate cash proceeds with no brokerage costs, and the opportunity to realise the full market value of Gold Road’s strategic investment in Northern Star.

Shareholders are advised to read the Scheme Booklet in its entirety and seek independent financial, legal, taxation, and other professional advice before making any voting or investment decisions. The Scheme is subject to various conditions including regulatory approvals, no material adverse changes, and no prescribed occurrences.