Regis Resources (ASX:RRL) will not submit a counterproposal for Vault Minerals (ASX:VAU), paving the way for Genesis Minerals (ASX:GMD) to move ahead with its takeover offer for the gold producer.

Genesis' binding proposal values Vault at about AU$5.6 billion, offering 0.7629 Genesis shares and AU$0.475 in cash for each Vault share.

The offer was determined by Vault's board to be superior to Regis' earlier merger proposal, under which Vault shareholders would have received 0.6947 Regis shares for each Vault share.

Genesis said the combination would create an Australian gold producer with a pro forma market capitalization of AU$12.6 billion, annual production of 600,000 to 700,000 ounces, and about AU$2 billion in estimated post-tax synergies.

Regis said its board decided not to match Genesis' proposal because it did not meet the company's return and value requirements for acquisitions.

"The terms that would be required to match the Genesis Proposal do not meet the value and return thresholds that Regis applies to all growth opportunities," the company said.

"Maintaining this discipline is fundamental to how Regis creates long-term value for shareholders," it added.

Following Regis' decision, Vault announced plans to terminate its scheme implementation deed with Regis and sign a definitive agreement with Genesis, following the expiration of Regis' matching rights period on Friday, July 10.

Genesis said the terms of its proposal remain unchanged and will stay open until the deadline. If Vault accepts the offer, Genesis said it will release a further announcement.

Regis said it expects to receive a break fee of about AU$50.7 million upon Vault's termination of the agreement.

The company added that it remains in a strong financial position, supported by a debt-free balance sheet with AU$1.2 billion in cash and bullion, strong free cash flow generation, and a pipeline of organic growth opportunities, including the McPhillamys gold project.