123 ANNUAL REPORT 2025 35. ACQUISITION OF KARORA On 8 April 2024, Westgold and Karora announced that they had agreed to combine into a merger, pursuant to which Westgold would acquire 100% of the issued and outstanding common shares of Karora by way of a statutory plan of arrangement under the Canadian Business Corporation Act (“CBCA”). The merger between Westgold and Karora results in a larger, more diversified mid-tier gold producer. It positions the new entity as one of Australia’s top five gold producers. The merger increases scale and trading liquidity, attracting investors across the ASX and TSX to a company operating solely in Western Australia with a strong balance sheet and full exposure to gold prices. Karora’s operations includes the Beta Hunt and Two Boys underground mines and two processing hubs (Higginsville and Lakewood). A wholly owned subsidiary of Westgold (“AcquireCo”) was set up for the purpose of the acquisition. With the successful completion of the transaction, Westgold exercise operational control and economic ownership of Karora effective from 1 August 2024. The formal completion of the transaction followed the receipt of key approvals for the transaction from the Ontario Superior Court of Justice in Canada, including approval by the Karora shareholders, the Foreign Investment Review Board and the Takeovers Panel during July 2024. The consideration was funded through a combination of existing cash reserves and equity. Karora shareholders received 2.524 Westgold fully paid ordinary shares, C$0.68 in cash from Westgold, and 0.30 of a share in Culico Metals Inc., a wholly owned subsidiary of Karora for each Karora common share held at the closing of the transaction. Purchase Consideration – cash outflow $000 Cash1 135,396 Equity 1,242,602 Purchase Price Consideration 1,377,998 1. Net Cash paid on acquisition was $102,869,326. Assets and Liabilities acquired The assets and liabilities recognised as a result of the acquisition are as follows: as at 1 Aug 2024 $000 Cash and cash equivalents 32,356 Trade & other receivables 15,846 Inventory 19,104 Consumables 15,340 Other current assets - Prepayments 2,445 Current Assets 85,091 PP&E (incl. capital work in progress) 161,653 Mine properties & development 1,054,956 Exploration & Evaluation 772,525 Investment in associate 4,779 Other Financial assets 588 Right of use asset 8,547 Non - Current Assets 2,003,048 Total Assets 2,088,139
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