Gold Fields Limited (JSE:GFI) proposed to acquire Gold Road Resources Limited (ASX:GOR) for AUD 3.3 billion on March 7, 2025. Gruyere Holdings Pty Ltd. entered into Scheme Implementation Deed to acquire Gold Road Resources Limited (ASX:GOR) from UniSuper managed by Uniseed Pty Limited, Yarra Capital Management Limited, First Sentier Investors (Australia) IM Ltd, Perpetual Asset Management and others for AUD 3.7 billion on May 5, 2025. The proposal to acquire Gold Road was for a cash consideration of AUD 3.05 per share as of 7 March 2025. Under the deed, a cash consideration valued at AUD 3.05 per share will be paid by Gold Fields Limited. Gold Road shareholders will receive a cash consideration of AUD 3.4 per share including - a fixed cash consideration of AUD 2.52 per share and a variable cash consideration AUD 0.88 per share. The value of the Variable Cash Component will fluctuate based on movements in the value of Northern Star shares up until the date the Scheme becomes effective. The Scheme Implementation Deed contains customary exclusivity obligations, including ?no shop?, ?no talk?, and notification obligations and a matching right regime in respect of any superior proposal received by Gold Road. A break fee of AUD 37.1 million will be payable by Gold Road in certain circumstances.

The transaction is subject to approval by Gold Road shareholders in Scheme Meeting expected to be held in September 2025, approval by the Court, an Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interests of Gold Road shareholders, Foreign Investment Review Board approval for Gold Fields as acquiror and other customary conditions including no restraints, no material adverse change, no regulated events and no prescribed occurrences. The Gold Road Board unanimously recommends that shareholders vote in favour of the Scheme. As of May 21, 2025, the deal has been approved by Foreign Investment Review Board. The expected completion of the transaction is October 2025. As of August 14, 2025, the convening for scheme meeting has been approved by the Supreme Court of Western Australia. As of September 22, 2025, shareholders of Gold Road Resources Limited approved the transaction. The transaction is subject to approval of Supreme Court. The transaction is expected to be completed on October 14, 2025. On September 25, 2025, the Supreme Court of Western Australia has approved the transaction.

J.P. Morgan Securities Australia Limited acted as financial advisor and Webber Wentzel acted as legal advisors for Gold Fields Limited. Simon Reed of Herbert Smith Freehills acted as a legal advisor to Gold Fields Limited. Gresham Partners Limited acted as financial advisor for Gold Road Resources Limited. The Goldman Sachs Group, Inc. acted as financial advisor for Gold Road Resources Limited. Corrs Chambers Westgarth acted as legal advisors for Gold Road Resources Limited.

Gruyere Holdings Pty Ltd. completed the acquisition of Gold Road Resources Limited (ASX:GOR) for AUD 3.3 billion on September 26, 2025. The scheme consideration per Gold Road share will be AUD 3.06423 per share, being the fixed cash consideration component of AUD 2.52 per Gold Road share, less the Special Dividend of AUD 0.43694 per Gold Road share, plus the variable cash consideration component of AUD 0.98117 per Gold Road Share. On completion, Gold Road shares will be suspended from trading on ASX.