• Gold Road to be acquired by Gold Fields for A$3.40 per share, representing a 43% premium to the undisturbed share price
• Gold Road shareholders to receive fixed cash consideration of A$2.52 per share plus variable cash consideration linked to the value of Gold Road's shareholding in Northern Star
• Gold Road intends to declare a fully franked special dividend of ~A$0.35 per share

Gold Road Resources Limited (Gold Road) has entered into a Scheme Implementation Deed with Gruyere Holdings Pty Ltd (a wholly owned subsidiary of Gold Fields Limited) (Gold Fields) for the acquisition of 100% of the issued and outstanding share capital in Gold Road by way of an Australian scheme of arrangement. Under the terms of the Scheme, Gold Road shareholders will receive a fixed cash consideration of A$2.52 per share (less any special dividend paid prior to implementation) plus a variable cash consideration equal to the full value of each Gold Road shareholder's proportionate holding in Northern Star Resources Ltd, calculated by reference to the date the Scheme becomes effective (valued at A$0.88 per share if the Scheme was effective on 2 May 2025). The total cash consideration as at 2 May 2025 equates to A$3.40 per share, representing a 43% premium to Gold Road's undisturbed closing share price on 21 March 2025 and a 39% premium to the undisturbed 3-month VWAP. Gold Road intends to declare a fully franked special dividend should the Scheme become effective, with the final amount to be determined by Gold Road's franking account balance at the relevant time. The Scheme is subject to various conditions including approval by Gold Road shareholders, with implementation expected to occur shortly after the Scheme Meeting in September 2025. The Gold Road Board unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding that the Scheme is in the best interests of Gold Road shareholders.