• Gold Road enters into Scheme Implementation Deed with Gold Fields to acquire 100% of Gold Road
• Gold Road shareholders to receive fixed cash consideration of $2.52 per share plus variable cash consideration based on Gold Road's Northern Star shareholding
• Gold Road to declare fully franked special dividend if Scheme becomes effective

On 4 May 2025, Gold Road Resources Limited (Gold Road) entered into a Scheme Implementation Deed with Gruyere Holdings Pty Ltd (an entity ultimately owned by Gold Fields Limited) under which Gold Fields has agreed to acquire 100 per cent of the issued share capital in Gold Road by way of a scheme of arrangement. If the Scheme is implemented, Gold Road shareholders will receive a fixed cash consideration of $2.52 per Gold Road share (less any special dividend paid prior to implementation of the Scheme), plus a variable cash consideration equal to the full value of each Gold Road shareholders' proportionate interest in Gold Road's shareholding in Northern Star. As at 2 May 2025, the total cash consideration payable under the Scheme equated to $3.40 per Gold Road share, representing a 43% premium to Gold Road's undisturbed closing share price on 21 March 2025 and a 39% premium to Gold Road's undisturbed 3-month VWAP on 21 March 2025. 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 remains subject to various conditions including approval by the requisite majority of Gold Road shareholders and other customary conditions. The Gold Road Board continues to unanimously recommend 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.

Gold Road anticipates Gruyere's full year production will be at the lower end of guidance of 325,000 - 355,000 ounces (162,500 - 177,500 attributable). AISC is anticipated to be around the top end of guidance of between A$2,400 and A$2,600 per ounce.