Announcement • Jul 08

Genesis Minerals Limited (ASX:GMD) proposed to acquire Vault Minerals Limited (ASX:VAU) for AUD 5.5 billion.

Genesis Minerals Limited (ASX:GMD) proposed to acquire Vault Minerals Limited (ASX:VAU) for AUD 5.5 billion on July 6, 2026. Under the terms of the acquisition, Genesis Minerals Limited has offered AUD 0.475 in cash per share and 0.7629 new ordinary shares in Genesis Minerals Limited for every share held in Vault Minerals Limited. Genesis would provide a mix and match facility which would enable Vault shareholders to elect to receive more or less cash or scrip, subject to maximum aggregate cash and scrip consideration of AUD 500 million and 803.4 million Genesis ordinary shares respectively. The consideration offered under the Genesis Proposal values Vault at AUD 5.6 billion or AUD 5.2743 per Vault ordinary share. Upon completion, Genesis shareholders would own 59.8% of the enlarged Genesis Group and Vault shareholders would own the remaining 40.2% on a fully diluted basis. The cash consideration would be funded from a combination of Genesis’ existing cash and new corporate revolver facilities. Upon completion, the Genesis Board be reconstituted to comprise 4 nominees of Genesis and 3 nominees of Vault. Raleigh Finlayson to be appointed Managing Director and Matt Nixon and Morgan Ball continuing as Chief Executive Officer and Chief Financial Officer, respectively. If the Proposed Scheme is implemented, Genesis intends to invite Russell Clark to be appointed as Chair of the enlarged Genesis Group, as one of the Vault representatives, with Tony Kiernan to take the role of Deputy Chair. Genesis also intends to invite Kelvin Flynn and Rebecca Prain to the enlarged Genesis Group Board as the other nominees of Vault, while remaining nominees of Genesis would be Gerry Kaczmarek and Jacqueline Murray. Genesis has been informed that Vault’s Board of Directors has unanimously determined that the Proposed Scheme constitutes a “Vault Superior Proposal” for the purposes of the Scheme Implementation Deed dated 5 May 2026 between Vault and Regis Resources Limited. During this matching right period, Regis has the right (but not the obligation) to announce or provide a matching or superior proposal to the Genesis Proposal. The matching right period will expire at 11:59pm (AWST) on July 10, 2026. The transaction is subject to court approval, approval by regulatory board / committee and approval by the shareholders of Vault Minerals Limited. The transaction is not subject to due diligence, or financing conditions. Sternship Advisers Pty Ltd. acted as financial advisor to Genesis Minerals Limited. Macquarie Capital Limited acted as financial advisor to Genesis Minerals Limited. Gilbert and Tobin acted as legal advisor to Genesis Minerals Limited. RBC Capital Markets, Australia acted as financial advisor to Vault Minerals Limited. Corrs Chambers Westgarth acted as legal advisor to Vault Minerals Limited,

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Genesis Minerals Limited (ASX:GMD) proposed to acquire Vault Minerals Limited (ASX:VAU) for AUD 5.5 billion.

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