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Westgold Resources Limited

– Panel Accepts Undertakings and Declines to Make a Declaration

The Panel has accepted undertakings from Westgold Resources Limited (Westgold)and Karora Resources Inc. (Karora) (see Annexure) and declined to make adeclaration of unacceptable circumstances in response to an application dated 27 May 2024 from Ramelius Resources Limited (Ramelius) in relation to the affairs of Westgold (see TP24/29).

The application concerned (among other things) complaints in relation to:

• deal protection arrangements1 in an arrangement agreement (Arrangement Agreement) which Westgold entered into with Karora pursuant to which Westgold is to acquire Karora via a Canadian plan of arrangement

• a standstill in a confidentiality deed (Confidentiality Deed) which Westgold entered into with Ramelius and

• Westgold and Karora’s disclosure of estimated operational and corporate synergies arising from the Karora transaction.

The Panel had concerns in relation to the non-solicitation provisions, in particular the effectiveness of the ‘fiduciary out’, in the Arrangement Agreement.

 The Panel considered those concerns are sufficiently addressed by Westgold and Karora’s undertakings to amend the relevant provisions of the Arrangement Agreement including to (in effect) reduce fetters or constraints on the ‘fiduciary out’.

The Panel considered that, in the circumstances, the termination fee payable by Westgold to Karora as set out in the Arrangement Agreement is not currently having an anti-competitive effect.1

Including non-solicitation covenants, an obligation to enforce any pre‑existing confidentiality or standstill agreements and a termination fee of C$40 million payable by Westgold to Karora should Westgold terminate the Arrangement Agreement due to (among other reasons) its entry into a binding agreement with respect to a superior proposal2/4

The Panel did not consider Westgold’s continued reliance on the standstill in the Confidentiality Deed to be inappropriate nor did the Panel consider that there was reason to question further whether there were reasonable grounds to support Westgold and Karora’s disclosed estimates of operating and corporate synergies.The Panel considers that it is not against the public interest to decline to make a declaration of unacceptable circumstances.

The sitting Panel was James Burchnall, Deborah Page and Sarah Rennie (sittingPresident).

 The Panel will publish its reasons for the decision in due course on itswebsite www.takeovers.gov.au.

Allan BulmanChief Executive, Takeovers Panel Level 16, 530 Collins Street Melbourne VIC 3000Ph:

+61 3 9655 3500

takeovers@takeovers.gov.au

 i hold both RMS and WGX