South Africa-headquartered Gold Fields’ attempt to take full control of the Gruyere gold mine in Western Australia has been rejected, with joint venture (JV) partner Gold Road Resources turning down a A$3.3-billion acquisition proposal.

Gold Fields, which operates the Gruyere mine, earlier this month made an offer to acquire Gold Road at A$3.05 a share, comprising a fixed portion of A$2.27 and a variable portion linked to Gold Road’s stake in De Grey Mining. The bid valued Gold Road’s equity at A$3.3-billion.

“We are disappointed that Gold Road’s board has rejected our proposal,” Gold Fields CEO Mike Fraser said on Monday. “Gold Fields will continue to seek engagement with the Gold Road board to consider the merits of the proposed acquisition and to advance the proposal.”

Gold Fields argues that consolidating the remaining 50% stake in Gruyere would remove inefficiencies associated with joint ownership and align with its strategy of investing in high-quality, long-life assets, following its recent acquisition of the Windfall project in Canada.

In rejecting the proposal, Gold Road instead put forward a counteroffer to acquire Gold Fields’ 50% stake in Gruyere, stating it could fund the purchase through a mix of cash, asset sales, debt, and new equity issuance.

However, Gold Fields has dismissed the counterproposal, confirming it would not be progressing with the alternative transaction.

A key component of Gold Fields’ proposal involved Gold Road’s stake in De Grey, with Gold Fields intending for Gold Road to vote in favour of Northern Star Resources’ proposed acquisition of De Grey, in the absence of a superior proposal.

“As at the date of this announcement, Gold Fields has no intention to present a competing proposal in connection with De Grey and is committed to seeing the full benefit of the De Grey/Northern Star equity position being delivered to Gold Road shareholders as part of the proposed acquisition,” the company said.

Fraser emphasised that Gold Fields would remain disciplined in its acquisition strategy, prioritising shareholder value and maintaining a strong balance sheet.

“Given the nature of the proposed acquisition, there can be no certainty that any further engagements will materialise in a transaction being successfully concluded. Accordingly, Gold Fields shareholders are advised to exercise caution when dealing in Gold Fields' securities until any further announcement is published,” Fraser said.

Meanwhile, Gold Road rejected Gold Fields' proposal as "highly opportunistic", stating that "materially under valued" the company.

"Gold Road notes that the receipt of the offer coincided with a lower March 2025 quarter production due to maintenance on the primary crusher and the failure of two conveyor belts," the company said, adding that Gold Fields was the manager of the JV.

"Further, the offer appears to have been opportunistically tabled by Gold Fields in advance of the completion of exploration and studies into the potential underground expansion of the Gruyere mine. An 18-month drilling programme to confirm that the Gruyere orebody extends at depth, with the results of that program being material to properly understanding the potential upside value
of Gruyere. The offer attributes no value at all to the potential underground expansion of the Gruyere mine," stated Gold Road.

Gruyere, located in the Yamana Belt, is a large Australian gold mine, producing more than 300 000 oz/y.