Weeks after agreeing to merge with Regis Resources, Vault has ditched that deal for a bigger offer from Genesis Minerals. The tie-up creates a $12.6bn gold company and hands Corrs and G+T one of the year’s biggest mining mandates.

Genesis will acquire 100% of Vault. In exchange, Vault shareholders get 0.7629 new Genesis shares plus $0.475 cash for every share held.

That’s $5.274 a share all up, a 15.7% premium to Vault's last close, and it values Vault at $5.6bn — roughly $600m more than the $5bn Regis had tabled.

Shareholders don’t have to take the mix as-is. A mix-and-match facility lets them choose full cash or full scrip instead, subject to scale back.

Genesis shareholders will own 59.8% of the merged group, while Vault holders keep the remaining 40.2%.

Together, the two expect to pump out 600,000 to 700,000 ounces of gold a year, backed by 9.4 million ounces of reserves and roughly $611m in net cash. The combined entity will be Australia’s third-biggest ASX-listed gold producer.

Genesis says the deal unlocks $2bn in post-tax synergies, well above the $500m in tax savings flagged under the old Regis deal. Geography was a major factor too — the geographic overlap with Vault around Leonora and Laverton allows for operational synergies.

Vault’s board has unanimously backed the scheme. Shareholders will vote on the deal in September or October.

Rewind to May, and this looked like a completely different story.

Back then, Vault had agreed to merge with Regis Resources in an all-scrip deal worth $10.7bn. That agreement gave Regis matching rights, a chance to beat any rival bid that came along.

On 6 July, Genesis lobbed a superior offer. But Regis didn’t take the bait.

On 13 July, Regis walked, saying that matching the Genesis proposal would not meet the value and return thresholds Regis applies to growth deals. Vault moved to terminate the Regis agreement, triggering a $50.7m break fee owed to Regis.

Corrs Chambers Westgarth advised Vault, led by corporate partner Russell Philip and special counsel Michael Denny, with support across corporate, energy and natural resources, competition, tax, litigation, and environment and planning.

Philip said Corrs handled the regulatory heavy lifting on the transaction, including Australian competition approvals.

But the trickier job was unwinding the Regis deal. Corrs helped Vault work out whether Genesis’ offer was genuinely superior, then guided the company through Regis’ matching rights and the termination process, clearing the runway for Genesis to step in.

Gilbert + Tobin advised Genesis, with partner Justin Mannolini leading the charge.

G+T is well acquainted with Genesis, having advised the miner on its $250m acquisition of the Laverton Gold Project in 2025 and, more recently, on lifting its financing facility to $300m to help fund the Magnetic Resources buy.

Mallesons advised Regis on the now-terminated merger, led by partner Nigel Hunt.

Source: Asia Business Law Journal, AFR, Capital Brief