Gruyere Holdings Pty Ltd. agreed 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. Under the terms of the Scheme, 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. The expected completion of the transaction is October 2025.

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.