The announcement details a comprehensive scheme of arrangement between Gold Road Resources Limited, Gruyere Holdings Pty Ltd (GHPL), and Gold Fields Holdings Company Limited. Under the scheme, GHPL—acting on behalf of Gold Fields—will acquire all of Gold Road’s issued shares held by its shareholders. In return, scheme shareholders will receive a fixed cash consideration of A$2.52 per share along with a variable amount based on their pro rata share of the value of the Northern Star Resources holding. The variable component is calculated using a five‐day volume weighted average price of the Northern Star shares on the effective date. The overall scheme consideration reflects both a fixed premium and an earnings exposure component that ties the final payout to market performance. The documentation sets out in detail the conditions precedent, the timetable, and the various court approvals required before the scheme becomes effective. Critical steps include a first and second court hearing, the distribution of a scheme booklet to shareholders, a shareholders’ meeting for approval, and the finalisation of share transfers, with implementation targeted for October 2025. Gold Road will also arrange for the suspension and eventual termination of its ASX listing as part of the process. Furthermore, the deed includes extensive representations and warranties by both GHPL (and its guarantor) and Gold Road, addressing matters such as the accuracy of the information provided, the validity of corporate authorisations, the absence of material adverse changes, and compliance with relevant laws and listing requirements. It sets out detailed obligations regarding the deposit and payment of the scheme consideration into a trust account, mechanisms for handling joint shareholdings, and arrangements to deal with any fractional entitlements. Provisions cover confidentiality, exclusivity, and restrictions on dealings with competing proposals, ensuring that no alternative acquisition strategy can be pursued during the exclusivity period. In addition to the main scheme and its implementation deed, the announcement includes associated documents such as the scheme booklet, deed poll, indicative timetable, and conditions precedent certificate. These documents collectively provide a robust framework for the proposed transaction, outlining each step, the roles of all parties, and their responsibilities to secure shareholder approval and obtain the necessary court and regulatory endorsements. Overall, the arrangement is designed to unlock immediate value by providing shareholders with a clear cash payout mechanism and structured exposure to future performance while facilitating a streamlined transition toward a privately held or de-listed company structure.