Just months ago, Gold Fields and Gold Road Resources were partners.

They’d spent years splitting the spoils of Western Australia’s Gruyere gold mine, one of the state’s largest operations.

Then, come March 2025, that partnership turned competitive.

Gold Fields, frustrated by its 50% stake, made an unsolicited offer to buy Gold Road Resources, which valued the company at roughly $3.3bn.

Gold Road called it “highly opportunistic.”

By May, after weeks of public sparring, the two sides reached a deal.

The sides would stitch a $3.7bn scheme of arrangement, handing Gold Fields full control of Gruyere.

Here’s how Corrs Chambers Westgarth and HSF Kramer brought it together.

Gold Fields, headquartered in Johannesburg, had been on the hunt for growth after its failed 2022 bid for Canada’s Yamana Gold.

Owning 100% of Gruyere — a long-life, low-cost mine it already operated — became its top priority.

Gold Road, meanwhile, was in no rush to sell.

It had just cashed in on a 3.4% stake in Northern Star Resources, secured after the sale of De Grey Mining, and was evaluating a potential underground expansion at Gruyere.

So when Gold Fields came knocking in March, Gold Road’s board rejected the offer outright, arguing it “materially undervalued” the company.

Gold Fields went public with the bid, applying pressure and signalling its intent.

By early May, Gold Fields returned with $2.52 per share in cash plus a variable payment linked to Gold Road’s Northern Star stake. Each Gold Road shareholder would receive their pro rata share of the value of Gold Road’s Northern Star holding. That lifted the total implied price to about $3.40 per share, a 14.5% premium to Gold Road’s last trade and more than 100x the 3 cents Gold Road was trading at in 2013.

A move that sealed it.

Gold Road’s board flipped its stance, unanimously backing the deal.

Gold Road’s absorption by its bigger joint-venture partner marked the full life cycle of a mining company - from explorer, to prospector, to producer, to takeover target.

Gold Road’s position had always been unusual. It owned 50 per cent of Gruyere, yet didn’t operate it. That role sat with Gold Fields.

“It was an unusual structure. We probably will never see it again,” said Gold Road executive director Justin Hissey.

The deal’s timing was helped by Northern Star Resources’ $6bn acquisition of De Grey Mining. Gold Road had held a 17.3 per cent stake in De Grey, the owner of the high-grade Hemi project in WA’s Pilbara.

According to Hissey, the Northern Star–De Grey deal cleared the final obstacle to Gold Fields’ bid. Gold Road’s De Grey stake had long been seen as a potential complication — one that would have forced Gold Fields to cough up an extra $800m.

Gold Fields’ Mike Fraser called the deal “a low-risk opportunity to enhance Gold Fields’ portfolio through consolidating an asset in which Gold Fields is already the operator.”