Gold Fields is set to acquire Gold Road Resources, its 50:50 joint venture partner for the Gruyere gold mine in Western Australia, for approximately $3.7 billion.
Under the terms of the scheme implementation deed, Gold Road shareholders will receive a fixed cash consideration of $2.52 per share for each Gold Road share.
They will also receive a variable cash consideration equal to the full value of each Gold Road shareholder’s proportion stake in Northern Star Resources based on the five-day volume weighted average price (VWAP) prior to the scheme becoming effective.
Gold Road is currently De Grey Mining’s largest shareholder, holding approximately 17.26 per cent of the company’s issued capital. De Grey is set to be officially acquired by Northern Star for approximately $5 billion today.
As of May 2, the total cash consideration under the scheme implementation deed equals $3.40 per share, representing a 43 per cent premium to Gold Road’s undisturbed closing share price on March 21.
The total cash consideration is also 12 per cent higher than the initial non-binding indicative offer announced by Gold Fields on March 24.
If Gold Fields successfully acquires Gold Road, it will consolidate its ownership of Gruyere, of which it is currently manager. Gruyere is guided to produce 325,000–355,000 ounces (oz) in 2025, despite lower production delivered for the March 2025 quarter.
Gold Road has unanimously recommended that its shareholders vote in favour of the scheme. Gold Fields has confirmed its offer is ‘best and final’ and will not be increased further in the absence of a superior proposal emerging.
“The board has been focused at all times on ensuring that we deliver value and act in the best interests of our shareholders,” Gold Road chairman Tim Netscher said.
“The Gold Road directors consider that the value offered by the all-cash scheme consideration delivers compelling value for Gold Road shareholders compared to what may otherwise be available if Gold Road continued to operate as a standalone entity.
“The variable cash consideration provides ongoing exposure to the supportive gold price environment up until the effective date of the scheme through Gold Road’s shareholding in Northern Star.
“This cash proposal accelerates realisation of Gruyere’s value and provides certainty for Gold Road shareholders today at an attractive premium to trading levels prior to receipt of the initial Gold Fields proposal.”
Gold Fields will also acquire Gold Road’s Yamarna mine readiness project, located 60km southwest of the Gruyere processing plant in WA.
Yamarna’s Gilmour gold project is on track to be ‘shovel ready’ beginning late 2026. Its pre-feasibility study estimates a five-year mine life averaging 50,300oz per annum and a pre-tax free cash flow of $377 million.
“The scheme provides Gold Road shareholders with an opportunity to realise certain value for their Gold Road shares at a compelling premium,” Gold Road managing director and chief executive officer Duncan Gibbs said.
“This offer price represents a material premium to the undisturbed share price prior to the initial Gold Fields’ proposal and a material premium to longer term trading levels.
“The Gold Road team will work closely with all stakeholders, including our employees, suppliers and the Traditional Owners of the lands on which we operate, to ensure their interests are prioritised should the scheme proceed.”
The scheme is subject to various conditions, including approval from Gold Road’s shareholders at a meeting anticipated to take place in September.
If the scheme is approved by Gold Road shareholders and the other conditions are satisfied or waived, the acquisition is expected to be implemented in October.
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