Regis Resources and Vault Minerals have announced a merger involving Regis acquiring 100 percent of Vault’s shares through a scheme of arrangement. Under the proposed deal, Regis will issue fully paid ordinary shares to Vault shareholders in exchange for their holdings, combining the two operations into a single entity. Both company boards have jointly authorized the presentation released to the ASX on 5 May 2026.
The acquisition has been structured as a scheme of arrangement under Part 5.1 of the Corporations Act, the statutory mechanism commonly used for major corporate transactions in Australia. A scheme implementation deed governing the transaction terms is now available on the ASX website. This structure requires shareholder approval, with Vault shareholders needing to vote in favor of the arrangement for the merger to proceed. The use of a scheme provides a clear process and certainty over timing and conditions, though it requires meeting specific legal and regulatory requirements before completion.
For Vault shareholders, this merger provides a defined exit mechanism with certainty over the form of consideration, though the specific exchange ratio and implied valuation remain to be detailed in materials forthcoming from the companies. For Regis shareholders, the acquisition represents an addition to the company’s asset base and growth opportunities, though the accretive or dilutive impact will become clear once full transaction details emerge. The share-based structure avoids the cash requirements of an all-cash transaction, preserving liquidity for the combined entity.
The next critical phase involves the release of a Scheme Booklet to Vault shareholders, which will include a detailed explanatory statement, notice of meeting, and crucially, an independent expert’s report assessing the fairness and reasonableness of the proposed merger terms. This independent assessment will be valuable for shareholders evaluating whether to support the arrangement. The companies note that the current presentation is summary in nature and does not contain all information an investor would require for a full assessment, with investors directed to rely on the detailed information in subsequent disclosures and on regulatory filings available at www.asx.com.au.
Investors should monitor the release of the Scheme Booklet and the independent expert’s opinion, which will form the basis for shareholder voting and provide critical insight into the transaction’s merits. The timing of shareholder meetings, regulatory approvals, and any other conditions to scheme completion should be tracked closely. This announcement is price sensitive and has been flagged as material by the ASX.
View the full ASX announcement (PDF)
About Regis Resources Limited (ASX: RRL)
Regis Resources Limited is an Australian gold producer and explorer that engages in the exploration, evaluation, and development of gold projects. The company operates the Duketon Gold Project in the northeastern Goldfields of Western Australia and the Tropicana Gold Project east-northeast of Kalgoorlie in Western Australia.
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