Key Highlights

• On 14 July 2026, Genesis and Vault entered into a Scheme Implementation Deed, under which Genesis proposes to acquire all of Vault's shares by scheme of arrangement.

• Each Vault share would receive 0.7629 new Genesis shares plus A$0.475 in cash.

• Genesis shareholders would hold about 59.8 per cent of the combined group and Vault holders about 40.2 per cent.

• The companies cited synergies of around A$2 billion and production of up to 700,000 ounces of gold a year.

What does the proposed Merger with Genesis Minerals mean for Vault Minerals (ASX:VAU) and its shareholders? In short, Vault holders are being asked to swap their shares for a mix of new Genesis shares and cash, in a deal that would create one of Australia's larger gold producers, while Vault itself reports a sizeable cash balance and no corporate debt.

What Vault does and where it earns its money

Vault is an ASX-listed gold producer. It earns Revenue by selling gold, so its results depend on ounces produced, the price received and the cost of production. Its September quarter report highlights the Leonora operations in Western Australia, which include King of the Hills, and the Sugar Zone underground mine. Vault reports no corporate debt, so its cash and bullion balance, rather than borrowings, sets its financial flexibility.

The terms on the table

On 14 July 2026, Genesis and Vault entered into a Scheme Implementation Deed, under which Genesis proposes to acquire all of Vault's shares by scheme of arrangement. Each Vault share would receive 0.7629 new Genesis shares plus A$0.475 in cash.

Genesis shareholders would hold about 59.8 per cent of the combined group and Vault holders about 40.2 per cent. The companies cited synergies of around A$2 billion and production of up to 700,000 ounces of gold a year. Genesis chief executive Matt Nixon would lead the combined business, and Vault chairman Russell Clark would remain chairman. Reports on the deal also describe it as consolidating Assets around Leonora, which is the main commercial logic put forward for combining the two companies.

How the deal came about

Vault had earlier agreed a merger with Regis Resources. After Genesis put forward its proposal, Vault determined it to be superior and moved to terminate the Regis agreement. Regis declined to raise its own proposal. Vault's September quarter report refers to a A$50.7 million break fee associated with that termination, which it separated from its underlying free cash flow.

Timetable and conditions

, the Australian Competition and Consumer Commission indicated on 27 August 2026 that the scheme did not require formal notification. A scheme booklet has since been released, and an independent expert has found the deal is in the best interests of Vault shareholders, in the absence of a superior offer. The Vault board recommends that shareholders vote in favour.

Court sanction and Shareholder approval remain outstanding, and the expert's takeaway assumes no superior offer emerges. Vault has said the scheme is on track for late November. Genesis holds its own Annual General Meeting on 12 November, with several resolutions that depend on the Vault Acquisition being implemented.

What Vault reported for FY26

Vault produced 336,540 ounces of gold in FY26, in line with guidance, including 89,338 ounces in the June quarter. Cash and bullion were about A$842 million at 30 June 2026, with no Debt or hedge exposure.

The September 2026 quarter

Output was 76,849 ounces, lower than the June quarter. Vault sold 79,085 ounces at an average realised price of A$6,023 per ounce. Group AISC was A$3,529 per ounce, while the Leonora operations produced 44,467 ounces at A$2,885 per ounce.

Underlying free Cash Flow was A$95.7 million before the break fee, and cash and bullion rose to A$886.7 million. Using those two reported figures, the gap between the realised price and group AISC was about A$2,494 per ounce. That is a simple calculation and does not include depreciation, tax or other costs.

Operationally, Vault said stage two of the King of the Hills processing plant was completed ahead of schedule and on budget, with commissioning beginning in October. Underground Mining at Sugar Zone is ramping up, with staffing up 87 per cent over the quarter. Leonora's underground operations were softer because of manning and equipment constraints.

For FY27, Vault guided to 355,000 to 375,000 ounces at an AISC of A$3,150 to A$3,350 per ounce. At the midpoint, that implies higher output than FY26, though guidance can change.

Sector conditions and competitive position

A realised price above A$6,000 an ounce explains much of the cash being generated across Australian gold producers, and it has encouraged consolidation. The contest between Regis and Genesis for Vault is one example. Labour and equipment constraints, which Vault cited at Leonora, are a recurring pressure for Western Australian operators.

Risks and what to watch

The scheme still needs shareholder and court approval, and a rejected or delayed scheme would leave Vault as a standalone producer. If it proceeds, Vault holders would own Genesis shares, so the combined company's execution matters more than Vault's alone, including integration of operations and delivery of the promised synergies.

Other risks include the gold price, cost inflation, underground productivity, and the fact that the cash component is modest relative to the share component. Key dates are the 11 November scheme meeting, the court hearing, and implementation.

Shareholders should read the scheme booklet and independent expert's report in full.