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ST BARBARA LIMITED M&A Activity 2012

Jul 1, 2012

65749_rns_2012-07-01_e2fa7041-f1af-444e-9752-adca4c7cfe16.pdf

M&A Activity

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St Barbara Limited ACN 009 165 066

Level 10, 432 St Kilda Road, Melbourne VIC 3004 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999

www.stbarbara.com.au

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Chairman’s Letter to Shareholders

Attached is a letter from the Chairman to shareholders, regarding the Company’s recent announcement of an offer to acquire Allied Gold Mining Plc, which will be mailed to shareholders this week.

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Ross Kennedy

Executive General Manager Corporate Services Company Secretary 2 July 2012

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St Barbara Limited ACN 009 165 066 Level 10, 432 St Kilda Road, Melbourne VIC 3004 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999 www.stbarbara.com.au

29 June 2012

Dear Shareholder,

Creation of an international diversified gold producer

I am pleased to confirm the Company’s advice to the ASX today that the St Barbara Board has agreed to combine our business with that of Allied Gold Mining Plc (“Allied Gold”), a growing gold producer in the South West Pacific. The offer has the unanimous support of the Allied Gold Board and is further supported by pre-bid commitments received by St Barbara from several large Allied Gold shareholders currently representing approximately 53% of Allied Gold’s issued shares.

The combination is to be implemented by way of a scheme of arrangement and is subject to Allied Gold shareholder approval. A copy of the ASX announcement is enclosed and further information is available on our website at www.stbarbara.com.au.

As a shareholder of St Barbara, you do not need to take any action. I will advise you in due course of the outcome of the planned scheme of arrangement. Following implementation, Allied Gold will become a wholly owned subsidiary of St Barbara and will cease to be listed on stock exchanges in Australia, London and Toronto.

This transaction represents an opportunity for St Barbara to combine with a business which has quality, long-life gold assets and exploration potential. The combination is expected to be immediately accretive to net asset value per share and accretive to earnings per share from the first full year following completion of the transaction.[1]

The combination will create an international diversified gold mining and exploration company with an anticipated initial market capitalisation of approximately A$1 billion and forecast gold production of approximately 435,000 ounces in the financial year ending 30 June 2013. The combined business will have one of the largest gold reserves and resources portfolios of any mid-tier ASX listed peer company, with production growth potential.

The strategic and financial logic behind a combination of St Barbara and Allied Gold is strong and clear.

  • St Barbara’s established and proven mines in Western Australia neatly complement Allied Gold’s high quality mining and development assets at Simberi in Papua New Guinea and Gold Ridge in the Solomon Islands.

  • The combined business will have a development profile spanning exploration to gold production.

1 Before any fair value, other accounting adjustments and one-off integration costs.

2

  • It will also have improved financial flexibility, underpinned by St Barbara’s strong cash flow generation, to fund development and growth opportunities.

  • There is potential for improved production reliability and anticipated unit cost reductions from Allied Gold’s assets, through the implementation of improved mine planning methodology, operating systems and cost management frameworks. St Barbara is well placed to utilise our proven operations management capabilities in developing and operating mining operations to support potential expansion at Simberi and Gold Ridge.

  • The merged company will benefit from enhanced exploration opportunities, a number of which have been identified in close proximity to current mining operations at Gold Ridge, Simberi and Gwalia. Additional greenfield exploration opportunities will continue to be pursued in Australia and the South West Pacific.

  • The improved asset diversification, enhanced scale and financial position of the combined group have the potential to drive a share price re-rating.

This transaction accords with St Barbara’s planned growth strategy and follows steady operational progress over the past twelve months, including achieving three consecutive quarters of record production at Gwalia in accordance with guidance.

The combined entity will continue to be headquartered in Melbourne and listed on the ASX. I will continue to be Non-Executive Chairman of the combined business, and Tim Lehany will continue as Managing Director and Chief Executive Officer.

As mentioned, I confirm that as a shareholder of St Barbara you do not need to take any action. Further information about the transaction can be found on our website at www.stbarbara.com.au.

If you have any questions about the transaction please do not hesitate to contact Ross Kennedy or Rowan Cole in our investor relations department by email on [email protected] or [email protected] or by telephone on +61 (3) 8660 1900.

On behalf of the St Barbara Board I take the opportunity to thank you for your continuing support for St Barbara.

Yours sincerely

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Colin Wise Chairman