Genesis Minerals (ASX:GMD) has delivered a definitive proposal to Vault Minerals (ASX:VAU) to merge with Vault via a scheme of arrangement.
Under the terms of the proposal, Vault shareholders would receive 0.7629 new Genesis shares plus $0.475 in cash for each Vault share held. This implies a total consideration of $5.274 per Vault share, valuing the company at $5.6 billion.
Genesis says that if the proposed scheme proceeds, the combined group could unlock around $2 billion in post-tax synergies, with around $1.5 billion over the first decade. These benefits are unique to a Genesis-Vault merger and stem largely from the close proximity of their operations at Leonora (within 35km) and Bardoc-Mt Monger, alongside other operational flexibilities and yet-to-be-quantified portfolio upside.
If the scheme moves forward, the combined company could have a pro-forma market capitalisation of $12.6 billion, with 600,000–700,000 ounces in pro-forma annual production, 33.6 million ounces in pro-forma mineral resources, and 9.4 million ounces in pro-forma ore reserves.
Importantly, the merger would see the combined company taking a dominant production role within the Leonora-Laverton gold district of Western Australia, including full ownership and control of all operating assets.
Following the proposal, Genesis received notice that Vault’s board unanimously determined that the scheme constitutes a ‘superior proposal’ to the scheme between Vault and Regis Resources (ASX:RRL) from 5 May 2026.
Regis’s period of matching has now commenced, expiring at the end of 10 July 2026, and until this date, Vault cannot enter into a definitive agreement on the proposed scheme.
The Regis-Vault proposed merger, as previously reported, was set to see Regis acquiring all of Vault’s shares, with the combined company holding 6 million ounces in reserves, 20.5 million ounces in mineral resources, and a combined anticipated annual gold production rate of more than 700,000 ounces.
The proposal from Genesis offers a premium of 14.5% to the implied offer price of $4.61 under the scheme with Regis, based on the last closing price of Regis shares of $6.63 on 3 July 2026, and a 15.7% premium to the closing price of Vault shares on 3 July 2026.
Following Vault’s acknowledgement of the ‘superior proposal’, the company has notified Regis that it considers the Genesis proposal as superior, giving Regis the right to provide a matching or superior proposal.
Genesis notes that its proposed scheme will provide the merged company with enhanced scale, liquidity, and market relevance needed to fund future growth initiatives and improve shareholder returns.
Write to Amy Rotman at Mining.com.au
Images: Vault Minerals
