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ST BARBARA LIMITED M&A Activity 2012

Jun 28, 2012

65749_rns_2012-06-28_d70b85e9-a34c-4a11-a775-60c3bec8a333.pdf

M&A Activity

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29 June 2012

ST BARBARA AND ALLIED GOLD ANNOUNCE CREATION OF AN INTERNATIONAL DIVERSIFIED GOLD PRODUCER

The Boards of St Barbara Limited (2St Barbara3) and Allied Gold Mining Plc (2Allied Gold3) are pleased to announce that they have reached agreement on a recommended offer to combine the two companies through a scheme of arrangement, on terms considered to be value enhancing for shareholders of both St Barbara and Allied Gold.

The combination will create an international diversified gold mining and exploration company with forecast gold production of approximately 435,000 ounces in the financial year ending 30 June 20131 . The combined group will operate three established and proven mines and a fourth operation in rampͲup phase, located in Australia and the South West Pacific, with production growth potential.

Transaction highlights

St Barbara and Allied Gold believe that the combination has a clear strategic and financial rationale, is value enhancing, and provides benefits for shareholders of the combined group including:

  • x Participation in an international diversified gold mining and exploration company, with the largest gold reserves and resources portfolio of any midͲtier ASX listed peer company;
  • x Complementary business, development and funding profiles, with the combined group enjoying a development profile spanning exploration to gold production, supported by St BarbaraRs strong cash flow generation;
  • x Proven operational management capabilities, with significant experience in developing and operating both open pit and underground operations;
  • x Reduced investment risk profile through a more diversified asset portfolio;
  • x A number of organic growth and cost saving opportunities, including:
    • o Anticipated gold production growth from Allied GoldRs assets, including the Simberi Oxide expansion and potential development of the Simberi Sulphides project;
    • o Exploration upside opportunities in close proximity to current mining operations at Gold Ridge, Simberi and Gwalia including greenfield opportunities (eg. TabarͲTatau Islands); and

1 Pro forma forecast gold production for the combined group has been based on the internal life of mine plans for St Barbara and mine plans for Allied Gold. These assume no change in production as a result of the transaction. Production forecasts are subject to risk factors associated with developing, mining and processing gold including, amongst others, variations in grade, metallurgical and other processing problems, mechanical equipment performance problems, the unavailability of materials and equipment, permit approvals, labour force disruptions, adverse weather conditions, geopolitical risks and landowner relations.

  • o Improved production reliability and anticipated unit cost reductions for Allied GoldRs assets through the implementation of improved mine planning methodology, operating systems and cost management frameworks; and
  • x Stock market reͲrating potential driven by increased market capitalisation, enhanced and more diversified asset portfolio and greater financial capacity to invest in future growth and development opportunities.

Commenting on the transaction, Tim Lehany, Managing Director and Chief Executive Officer of St Barbara, said:

2The strategic and financial logic of the combination is clear, driven by the complementary nature of the two companies and the strong organic growth profile of the combined business. It will deliver a diversified asset portfolio spanning exploration to gold production. Strong and sustainable cash flow generation from the Gwalia mine in particular complements the significant growth potential at Simberi, where the geological potential to increase mineral resources and production is substantial. This will complement our existing organic growth agenda.The transaction is anticipated to be immediately NAV accretive for our shareholders and earnings per share accretive2 from the first full year following completion of the transaction3 . We are pleased to have already secured support from Allied Gold shareholders representing some 54% of shares on issue.3

Mark Caruso, Chairman and founder of Allied Gold, said:

"The Board of Directors of Allied Gold unanimously supports the transaction and believes it to be a unique transformational opportunity with the potential to realise an immediate premium for shareholders. The transaction has the certainty of cash consideration coupled with an equity component to enable participation in the significant upside potential of the combined group. The investment attraction of the merged group is compelling, being one of the largest production and resource/reserve based midͲtier ASX listed gold companies, with a diversified portfolio of quality assets operating in multiple regional jurisdictions.The combined group will have a declining cost profile and exciting growth potential through nearͲterm project development and exploration upside."

Tim Lehany added, 2We look forward to working with the Allied Gold team to leverage complementary skills across every part of the value chain from exploration to gold production. Together we can implement mine planning methodology, operating systems and cost management frameworks, to support production reliability improvements and cash operating cost reductions for the Allied Gold operations.3

2 Before any fair value, other accounting adjustments and oneͲoff integration costs. 3 This statement regarding NAV and earnings per share accretion does not constitute a profit forecast nor should it be taken to mean that the earnings per share, profits, margins or cash flows of St Barbara will necessarily be greater or less than the historical published earnings per share, profits, margins or cash flows of St Barbara. NAV (net asset value) represents discounted projected cash flows.

Transaction details

Under the terms of the recommended offer, St Barbara will acquire the entire issued and to be issued ordinary share capital of Allied Gold for A$1.025 in cash4 and 0.8 St Barbara shares for each Allied Gold share (the 2Offer3).Based on the closing price of St Barbara shares on ASX on 28 June 20125 , being the last trading day before this announcement, the Offer values Allied Gold at A$556 million6 and each Allied Gold share at A$2.72.This provides an attractive premium over recent trading prices for Allied Gold shareholders, representing:

  • x A 92.3% premium to Allied GoldRs closing price of £0.915 per share on LSE on 28 June 20127 , the last trading day prior to this announcement, and a 89.6% premium to Allied GoldRs closing price of A$1.44 per share on ASX on 28 June 2012; and
  • x A 74.5% premium to Allied GoldRs 30Ͳday VWAP of £1.00 per share on LSE for the period ending on 28 June 20127 , the last trading day prior to this announcement, and a 74.0% premium to Allied GoldRs 30Ͳday VWAP of A$1.56 per share on ASX for the period ending on 28 June 2012.

It is intended that the Offer be implemented by way of a court sanctioned scheme of arrangement under UK law between Allied Gold and its shareholders. The cash consideration payable under the terms of the Offer will be funded from St BarbaraRs existing cash resources and additionally by using a A$120 million term loan facility, provided by National Australia Bank Limited and Barclays Bank Plc. Consent has been obtained for Allied GoldRs existing debt financing to remain in place after completion of the transaction.The combined group will have gearing of approximately 20%8 .

Following implementation of the Offer, Allied Gold will become a whollyͲowned subsidiary of St Barbara, with current St Barbara and Allied Gold shareholders owning 67% and 33% respectively of the combined group. Allied Gold will cease to be listed on the London Stock Exchange, the Australian Securities Exchange and the Toronto Stock Exchange.It is not expected to be necessary for St Barbara to obtain the approval of its shareholders to implement the Offer as the transaction is being structured as a scheme of arrangement between Allied Gold and its shareholders9 .

Board recommendation and irrevocable undertakings

Allied GoldRs Board of Directors intends unanimously to recommend to Allied Gold shareholders to vote in favour of the scheme, as the Allied Gold Directors have irrevocably undertaken to do so in respect of their own holdings in Allied Gold (amounting to approximately 1.1% of Allied GoldRs current shares

4 Allied Gold shareholders will have the option to receive the cash portion of the consideration in either Australian

Dollars or pounds Sterling. 5 Closing price of St Barbara shares on ASX on 28 June 2012 was A$2.12. 6 Based on Allied GoldRs existing issued ordinary share capital. 7 Based on an exchange rate between Australian Dollars and pounds Sterling of 0.65 at 5pm GMT on the date

before the date of this announcement. 8 Gearing defined as gross interest bearing debt divided by the sum of gross interest bearing debt and book equity,

before any fair value, other accounting adjustments and oneͲoff integration costs. 9 This is conditional on ASX granting St Barbara a waiver from Listing Rule 7.1. ASX has indicated that it is likely to grant St Barbara such a waiver.

outstanding). St Barbara has also received irrevocable undertakings to vote in favour of the scheme from Baker Steel Capital Managers LLP, Franklin Advisers, Inc. and Resource Capital Fund III LP in respect of 19.0% of Allied GoldRs current shares outstanding, and received letters of intent to vote in favour of the scheme in respect of 14.6% of Allied GoldRs current shares outstanding10. M&G Investment Management has also verbally committed to St Barbara to vote in favour of the Scheme in respect of their entire shareholding in Allied Gold (representing approximately 18.9% of Allied GoldRs current shares outstanding), in the absence of a superior proposal.St Barbara and Allied Gold have around 30% common share ownership.

Profile of combined group

The combined group will have an anticipated market capitalisation of approximately A$1 billion11 and forecast gold production of approximately 435,000 ounces in financial year ending 30 June 201312, with three established and proven mines and a fourth operation in rampͲup phase. St Barbara and Allied Gold are both established producers with published Ore Reserves underpinning long life mines. The combination of the two companies materially enhances their individual profiles in terms of market capitalisation, Ore Reserves, Mineral Resources and production.

10 Details of the irrevocable undertakings and letters of intent are set out in the Rule 2.7 Announcement made by

St Barbara and Allied Gold on 29 June 2012. 11 Pro forma illustrative market capitalisation for the combined group is calculated by adding the St Barbara shares issued to Allied Gold shareholders as share consideration under the transaction to the existing number of St

Barbara shares on issue, multiplied by St BarbaraRs closing price on ASX of A$2.12 on 28 June 2012. 12 Based on internal life of mine plans assuming no change in production as a result of the transaction, subject to risks described on previous pages.

Benefits of the combination

Enhanced portfolio of assets, production and growth profile

The combination will create a leading c. 435,000 ounce gold producer13, with the largest gold reserves and resources portfolio in the Australian midͲtier gold sector.On a pro forma basis, the combined group would have:

  • x 5.9 million ounces of gold contained in Ore Reserves14, ranking it first in the Australian midͲtier gold sector15;
  • x 10.4 million ounces of gold contained in Measured and Indicated Resources and 6.2 million ounces of gold contained in Inferred Resources14, ranking it first in the Australian midͲtier gold sector on a total Mineral Resources basis15; and
  • x Forecast gold production of approximately 435,000 ounces in financial year ending 30 June 201313, ranking it the largest Australian midͲtier gold mining and exploration company on a production basis15. The combined groupRs annual production profile would indicatively comprise:
o Total 415,000 ounces O 460,000 ounces
o Marvel Loch, Southern Cross 20,000 ounces j 25,000 ounces
o Gold Ridge, Solomon Islands 95,000 ounces j 105,000 ounces
o Simberi, PNG 70,000 ounces j 80,000 ounces
o King of the Hills, Leonora 55,000 ounces j 60,000 ounces
o Gwalia, Leonora 175,000 ounces j 190,000 ounces

Allied Gold has also previously indicated the potential to increase gold production at Simberi from 70,000 j 80,000 ounces to 95,000 following completion of the current Simberi Oxide expansion project.

The substantially larger scale and enhanced financial strength of the combined group is expected to provide a platform to deliver on current development opportunities and exploration programs targeting new discoveries.The combined group will have substantial exposure to the gold price, with gold loans and hedging accounting for on average no more than 25% of pro forma annual production.

13 Based on internal life of mine plans assuming no change in production as a result of the transaction, subject to

risks described on previous pages. 14 As at 30 June 2011 for St Barbara and as at 31 December for Allied Gold. Mineral Resources inclusive of Ore Reserves. St Barbara contribution of 5.2 million ounces of Measured and Indicated Resources and 2.4 million ounces of Inferred Resources. Allied Gold contribution of 5.2 million ounces of Measured and Indicated Resources and 3.8 million ounces of Inferred Resources. 15 Australian midͲtier gold sector inclusive of the following companies: Alacer Gold Corp, Medusa Mining Limited,

CGA Mining Limited, OceanaGold Limited, Resolute Mining Limited, Regis Resources Limited, Evolution Mining Limited, Kingsgate Consolidated Limited, Focus Minerals Limited, Saracen Mineral Holdings Limited, Silver Lake Resources Limited, Northern Star Resources Limited, Tanami Gold NL, Integra Mining Limited and Kingrose Mining Limited.

Complementary business, development and funding profiles

The combined group will have a development profile spanning exploration to gold production. St BarbaraRs established, proven and high cash flow margin operating assets at Gwalia and King of the Hills in particular complement Allied GoldRs significant growth and expansion potential at Simberi and Gold Ridge.The combined groupRs access to a prospective land portfolio across both Australia and the South West Pacific may also provide further exciting organic growth opportunities from exploration. The anticipated cash balance and cash flow generation of the combined group provides financial flexibility to pursue other organic growth options.

Proven operational management capabilities

The combined group will have broad operations management expertise and technical capabilities, with proven operating experience in Australia and the South West Pacific spanning each step of the value chain from exploration through to gold production. The combined groupRs management has a track record in developing and operating both open pit and underground operations, and expertise in managing the development of multiple, complex projects.

St BarbaraRs business systems and operating capabilities will support improved production reliability, and cash operating cost reductions for the Allied Gold operations.

Geographic and asset diversification

The combination will create a diversified asset portfolio by location and type of gold deposit. In the combined group, no asset will represent more than approximately 35% of the Ore Reserve inventory or contribute more than approximately 40% of pro forma production for the financial year ending 30 June 201316.

Value enhancing

The transaction is anticipated to be earnings per share accretive (before any fair value, other accounting adjustments and oneͲoff integration costs) from the first full year following completion of the transaction and immediately NAV accretive to St Barbara shareholders17.

Enhanced share market standing

As an international diversified gold producer, the enhanced company scale has the potential to increase its coverage and weighting in indices.The increased scale of the combined company may result in:

  • x Stronger investment interest;
  • x Improved share trading liquidity; and

16 Based on internal life of mine plans assuming no change in production as a result of the transaction, subject to

risks described on previous pages. 17 This statement regarding NAV and earnings per share accretion does not constitute a profit forecast nor should it be taken to mean that the earnings per share, profits, margins or cash flows of St Barbara will necessarily be greater or less than the historical published earnings per share, profits, margins or cash flows of St Barbara.

x Potential reͲrating to a level reflecting its position and the quality of its asset portfolio relative to its midͲtier peers with any reͲrating benefits flowing to both sets of shareholders.

Board of Directors and management team

Following completion of the transaction, it is intended that St BarbaraRs existing senior management team and Board of Directors will remain in place. St Barbara expects to appoint up to two existing Directors of Allied Gold to the positions of either NonͲExecutive Director or consultant to the combined group (to be mutually agreed between St Barbara and Allied Gold).

St Barbara recognises the skills and experience of the existing management and employees of Allied Gold. Accordingly, St Barbara expects that Allied GoldRs management and employees will play an important role in the combined group.

Timetable and conditions

The Offer is conditional on, among other things, certain regulatory approvals, certain approvals by Allied Gold shareholders and the sanction of the scheme by the UK court. It is expected that the scheme document, containing further information about the Offer and notices of the court meeting and general meeting together with the forms of proxy, will be posted to Allied Gold shareholders on or around 16 July 2012 and that the Offer and resolutions required to implement the Scheme will be put to Allied Gold shareholders at the court meeting and general meeting, which are expected to be held around early August 2012.The scheme is expected to become effective in the third quarter of 2012.

The Offer will also be subject to the conditions and further terms set out in the Rule 2.7 Announcement and to the terms and conditions to be set out in the Offer documentation when issued.A copy of the Rule 2.7 Announcement is available, subject to certain restrictions relating to persons resident in any restricted jurisdictions, on St BarbaraRs website at www.stbarbara.com.au and on Allied GoldRs website at www.alliedgold.com.au.

Advisers

Lazard is acting as Lead Financial Adviser to St Barbara and Ashurst Australia and Ashurst LLP are acting as Legal Advisers to St Barbara. National Australia Bank Limited is acting as Mandated Lead Arranger and Lead Bookrunner for the term loan facility and as Financial Adviser to St Barbara, and Barclays Bank Plc is acting as Mandated Lead Arranger and CoͲBookrunner for the term loan facility and as Financial Adviser to St Barbara.

RBC Capital Markets is acting as Exclusive Financial Adviser and Corporate Broker and Norton Rose is acting as Legal Adviser to Allied Gold.

Enquiries

St Barbara
Ross Kennedy, Executive General Manager Corporate Services /Company Secretary +613 8660 1903
Lazard (Lead Financial Adviser to St Barbara)
Eka Nirapathpongporn, Managing Director +613 9657 8414
Nightingale (Media Adviser to St Barbara) +613 9614 6930
Tim Williamson +61 458 680 130
Lisa Keenan +61 409 150 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370 0013
Philip Gawith +44 7887 954 048
Rob Morgan +44 7557 413 275
Allied Gold
Joe Dowling, General Manager Investor Relations andCommunications +61 403 369 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
Duncan St John, M&A (Australia) +612 9033 3307
Stephen McPherson, Jonathan Stephens, M&A (UK) +44 20 7653 4000
Stephen Foss, Matthew Coakes, Corporate Broking +44 20 7653 4000
Buchanan (UK Media Adviser to Allied Gold)
Bobby Morse +44 20 7466 5000
James Strong +44 20 7466 5000

About St Barbara

St Barbara is one of AustraliaRs larger and more profitable ASX listed midͲtier gold producers, developers and explorers (code: SBM). St Barbara has three mines and two processing plants at Leonora and Southern Cross, in the Eastern Goldfields region of Western Australia, and over 5,000km2 of prospective tenements across Australia.The Gwalia mine at Leonora is St BarbaraRs cornerstone asset.The Gwalia deposit has an Ore Reserve grade of 8.9 g/t Au, an expected mine life of at least eight years, and remains open to the south and at depth. As at 30 June 2011, St BarbaraRs Measured and Indicated Mineral Resources contained 5.2 million ounces of gold, inclusive of Ore Reserves containing 2.8 million ounces of gold, with a further 2.4 million ounces of gold contained in Inferred Resources18.

About Allied Gold

Allied Gold is a South West Pacific gold producer, developer and exploration company listed on the London Stock Exchange, the Australian Securities Exchange and the Toronto Stock Exchange (code: ALD). The Company has two gold mines in operation: the Simberi gold project located on Simberi Island, the northern most island of the Tabar Islands Group in the New Ireland Province of eastern Papua New Guinea, and the Gold Ridge gold project located on Guadalcanal Island in the Solomon Islands.Allied Gold also controls 100% of the 260km2 TabarͲTatau exploration licences, which includes the entire Tabar Islands group not covered by the mining lease for Simberi. As at December 2011, Allied GoldRs Measured and Indicated Mineral Resources contained 5.2 million ounces of gold, with a further 3.8 million ounces of gold of Inferred Resources19.

18 For full details refer to the Ore Reserves and Mineral Resources Statements contained in Appendix I. 19 For full details refer to the Ore Reserves and Mineral Resources Statements contained in Appendix I.

Forward looking statements

This announcement, any oral statements made by St Barbara or Allied Gold in relation to the Offer, and other information published by St Barbara or Allied Gold may contain statements about St Barbara and Allied Gold that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.

Forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. None of St Barbara and Allied Gold, including members of their respective groups, nor any of their respective advisors, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this announcement will actually occur.

Not a profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the St Barbara Group as enlarged by the Offer, St Barbara and/or Allied Gold for current or future financial years will necessarily match or exceed the historical or published earnings per share of St Barbara or Allied Gold.

Competent person's statement

The information in this announcement that relates to Exploration Results and Mineral Resources for St Barbara, together with any related assessments and interpretations, has been based on information compiled by Phillip Uttley who is a Fellow of The Australasian Institute of Mining and Metallurgy. Phillip Uttley is a full-time employee of St Barbara. Phillip Uttley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (JORC Code). Phillip Uttley consents to the inclusion of the information contained in this announcement in the form and context in which it appears.

The information in this announcement that relates to Ore Reserves for St Barbara, together with any related assessments and interpretations, has been based on information compiled by Andrew Law who is a Member of The Australasian Institute of Mining and Metallurgy. Andrew Law is a full-time employee of the consulting firm Optiro and was a full-time employee of St Barbara as of 30 June 2011. Andrew Law has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (JORC Code). Andrew Law consents to the inclusion of the information contained in Appendix I of this announcement relating to Proved and Probable Ore Reserves in the form and context in which it appears.

The information in this announcement that relates to production forecasts for St Barbara is based on Ore Reserves.

The information in this announcement that relates to Exploration Results and Mineral Resources for Allied Gold, together with any related assessments and interpretations, has been based on information compiled by Colin Ross Hastings who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy and included in a list promulgated by the ASX from time to time. Colin Ross Hastings is a full-time employee of Allied Gold. Colin Ross Hastings has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (JORC Code). Colin Ross Hastings consents to the inclusion of the information contained in this announcement in the form and context in which it appears.

The information in this announcement that relates to Ore Reserves for Allied Gold, together with any related assessments and interpretations, has been based on information compiled by Colin Ross Hastings who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy and included in a list promulgated by the ASX from time to time. Colin Ross Hastings is a full-time employee of Allied Gold. Colin Ross Hastings has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (JORC Code). Colin Ross Hastings consents to the inclusion of the information contained in this announcement in the form and context in which it appears.

APPENDIX I

St Barbara

Summary of Proved and Probable Ore Reserves as at 30 June 2011

Category Proved Probable Total
Tonnes Goldgrade Gold Tonnes Goldgrade Gold Tonnes Goldgrade Gold
Region Project kt Au g/t koz kt Au g/t koz kt Au g/t koz
Leonora Gwalia Deeps 2,015 7.1 460 4,902 9.6 1,512 6,917 8.9 1,973
Tower Hill 0 0 0 2,699 3.8 329 2,699 3.8 329
King of the Hills 0 0 0 1,610 4.3 221 1,610 4.3 221
Total Leonora 2,015 7.1 460 9,211 7.0 2,063 11,226 7.0 2,523
Southern Cross Marvel Loch 62 3.8 8 1,349 2.6 111 1,411 2.6 119
Nevoria Underground 0 0 0 713 4.0 80 713 3.5 80
Other 1,286 0.8 32 45 1.0 1 1,331 0.8 34
Total Southern Cross 1,348 0.9 40 2,107 2.9 193 3,455 2.1 233
Total All Regions 3,363 4.6 500 11,317 6.2 2,256 14,681 5.8 2,756

Notes

(1) Reserves based on a gold price of A$1,250 per ounce for Gwalia, Tower Hill and Nevoria, A$1,150 for King of the Hills and $1,400 for Marvel Loch.

(2) Mineral Resources are reported as inclusive of Ore Reserves.

(3) Data is rounded to thousands of tonnes and thousands of ounces. Differences may occur due to rounding.

(4) The ore reserves have been estimated and compiled under the direction of Mr Andrew Law.

Mr Law is a Member of The Australasian Institute of Mining and Metallurgy and was a full time employee of St Barbara at 30 June 2011 and is a full time employee of consulting firm Optiro at the date of this report.

Mr Law has sufficient experience relevant to the style of mineralisation, type of deposit under considerations and for the activity being undertaken to qualify as a Competent Person as defined by the 2004 edition of the [Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves] (JORC Code).

Mr Law consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

(5) Other relates to surface stockpiles with a cut-off grade based on a gold price of A$1,075/oz.

Mineral Resources Summary 30 June 2011

Category Measured Indicated Measured and Indicated Inferred
Gold Contained Gold Contained Gold Contained Gold Contained
Tonnes grade Gold Tonnes grade Gold Tonnes grade Gold Tonnes grade Gold
Region Project kt Au g/t koz kt Au g/t koz kt Au g/t koz kt Au g/t koz
Leonora Gwalia Deeps 4,380 6.1 860 7,490 9.6 2,319 11,870 8.3 3,179 2,580 9.2 762
Gwalia Int &
West Lode 0 0 0 10 6.2 2 10 6.2 2 1,260 6.0 244
King of The Hills 0 0 0 1,930 5.4 337 1,930 5.4 337 490 4.8 76
Tower Hill 0 0 0 2,780 4.6 411 2,780 4.6 411 210 3.9 26
Harbour Lights 0 0 0 0 0 0 0 0 0 2,580 3.3 274
Other (note 7) 990 1.0 33 2,280 0.9 69 3,270 0.9 102 50 0.6 1
Total Leonora 5,370 5.2 893 14,490 6.7 3,138 19,860 6.3 4,031 7,170 6.0 1,383
Southern Marvel Loch 320 4.7 48 3,350 3.2 349 3,670 3.3 397 2,310 2.9 217
Cross Nevoria 0 0 0 2,140 4.0 276 2,140 4 276 1,240 4.2 167
Transvaal 0 0 0 1,630 4.8 249 1,630 4.8 249 1,800 4.9 286
Jaccoletti 0 0 0 0 0 0 0 0 0 720 5.4 126
Axehandle 0 0 0 0 0 0 0 0 0 2,080 2.0 131
Cornishman 0 0 0 120 4.4 17 120 4.4 17 0 0 0
Edwards Find,
EFN & Tamarin 0 0 0 20 1.6 1 20 1.6 1 420 3.8 51
Yilgarn Star 0 0 0 390 6.5 82 390 6.5 82 0 0 0
Other (note 6) 1,290 0.8 32 1,650 2.7 141 2940 1.9 173 340 4.6 50
Total
Southern Cross 1,610 1.5 80 9,300 3.7 1,115 10,910 3.4 1,195 8,910 3.6 1,028
Total All Regions 6,690 4.3 973 23,790 5.6 4,253 30,480 5.3 5,226 16,080 4.7 2,411

Notes

(1) Identified Mineral Resources have been compiled under the direction of Mr Phillip Uttley (FAusIMM) who qualifies as the Competent Person.

(2) Mr Uttley has sufficient experience relevant to the style of mineralisation and type of deposits under consideration and to the activities which were undertaken to qualify as Competent Persons as defined in the eAustralasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reservesf (the JORC Code). Mr Uttley has consented to the inclusion in the report of the matters based on their information in the form and context in which they appear.

(3) Ms Jane Bateman (MAusIMM) estimated the resources for Gwalia Deeps, Tower Hill, Harbour Lights, Leonora Others, Nevoria, Transvaal, Jaccoletti, Axehandle, Cornishman, Edwards Find, Yilgarn Star and Southern Cross Others.

(4) Mr Jacek (Jack) Drzymulski (MAusIMM) estimated the resources for Gwalia Deeps depletion and King of the Hills.

(5) Mr Ashok Doorgapershad (MAusIMM) estimated the resources for Marvel Loch.

  • (6) Mineral Resources updated during the financial year ended 30 June 2011 have been estimated using economic cut-off grades and mining optimisations based on an A$1,500 per ounce gold price.
  • (7) Cut-off grades: Gwalia Deeps 2.5 g/t Au; King of the Hills 3.0 g/t Au; Tower Hill 3.2 g/t Au; Marvel Loch 2.1 g/t Au; Nevoria 3.0 g/t Au.
  • (8) Mineral Resources carried over unchanged from June 2010 include Southern Cross District: Axehandle; Jaccoletti; Edwards Find, Edwards Find North and Tamarin; Transvaal; Ruapehu; New Zealand Gully; Cornishman; GVG k South Burbidge; GVG Lode 1; Yilgarn Star. Leonora District: Gwalia Intermediates; Rainbow; Royal Arthur Bore; Tarmoola Stockpile; McGraths; Harbour Lights.
  • (9) Southern Cross Other comprises 6 resources including: Frasers South, GVG Lode 1, New Zealand Gully, Ruapehu, GVG South Bronco, Various Stockpiles (Measured).
  • (10) Leonora Other comprises 6 resources including: McGraths, Tarmoola Stockpile, Royal Arthur Bore, Rainbow (Measured), Gwalia and Tower Hill ROM Stockpiles.
  • (11) Mineral Resource updates completed by St Barbara Ltd during the financial year ended 30 June 2011 include: Gwalia Deeps, King of The Hills, Tower Hill, Marvel Loch Underground, and Nevoria. All the remaining Mineral Resources remain unchanged from the June 2010 estimates.
  • (12) Mineral Resources are inclusive of Ore Reserves.
  • (13) Data is rounded to ten thousand tonnes and thousands of ounces. Differences in totals may occur due to rounding.

Allied Gold

Simberi Mineral Reserves as
at 31 December 2011 MT Au g/t Moz
Proven 10.55 1.06 0.36
Probable 31.91 1.63 1.67
Total Reserves 42.45 1.49 2.03
Simberi Mineral Resources MT Au g/t Moz
Measured
9.58 1.11 0.34
Indicated 72.73 1.28 2.99
Measured & Indicated 82.32 1.26 3.33

Resources are reported at a block cut-off grade of 0.5g/t Au

Gold Ridge Mineral Reservesas at 31 December 2011 MT Au g/t Moz
Proven 0 0 0
Probable 20.29 1.73 1.13
Total Reserves 20.29 1.73 1.13
Gold Ridge Mineral Resources
MT Au g/t Moz
Measured 7.33 1.54 0.36
Indicated 38.06 1.22 1.49
Measured & Indicated 45.39 1.27 1.85

Resources are reported at a block cut-off grade of 0.5g/t Au