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ST BARBARA LIMITED M&A Activity 2022

Apr 3, 2022

65749_rns_2022-04-03_33daf4f2-13f0-4d6f-89dd-bde14f2787ce.pdf

M&A Activity

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4 April 2022

ASX/MEDIA RELEASE

LODGEMENT OF COURT ORDERS

LODGEMENT OF COURT ORDERS

Bardoc Gold Limited (ASX: BDC) ( Bardoc or the Company ) is pleased to announce that an office copy of the orders of the Supreme Court of Western Australia approving the scheme of arrangement in relation to the acquisition by St Barbara Limited (ASX:SBM) ( St Barbara ) of all the shares in Bardoc ( Scheme ) has been lodged with the Australian Securities and Investments Commission today.

In accordance with section 411(10) of the Corporations Act , the Scheme is now legally effective. An office copy of the Court orders are attached as an annexure to this announcement.

SUBSEQUENT IMPORTANT DATES

  • 5 April 2022 – Deferred settlement trading of the New St Barbara Shares is expected to commence.

  • 5:00pm (AWST) on 6 April 2022 - Record Date for determining entitlements to Scheme Consideration.

  • 13 April 2022- Implementation Date for the issue of Scheme Consideration to Bardoc Scheme Shareholders. Bardoc Shares will be removed from official quotation on the ASX at market close.

  • 14 April 2022 - Trading on ASX of New St Barbara Shares is expected to commence on a normal (T+2) settlement basis from market open.

SCHEME CONSIDERATION

On the Implementation Date, Bardoc Scheme Shareholders will receive 0.3604 New St Barbara Shares for every 1 Bardoc Share held.

Approved for release by the Board.

For further information contact:

INVESTORS: MEDIA:
Tony Leibowitz Bardoc Gold Limited Nicholas Read Read Corporate
Telephone: (08) 6215 0090 Telephone: 0419 929 046
Email: [email protected] Email: [email protected]

Bardoc Gold Limited | ABN 40 125 578 743

130 Stirling Highway, North Fremantle WA 6159 | Locked Bag 4, North Fremantle WA 6159 | Australia Tel +61 (0)8 6215 0090 | Fax +61 (0)8 6215 0091

www.bardocgold.com

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IN THE SUPREME COURT OF WESTERN AUSTRALIA

COR/22/2022 BETWEEN: BARDOC GOLD LIMITED (ACN 125 578 743) First Plaintiff

AND

ST BARBARA LIMITED (ACN 009 165 066) First Interested Party

_______________

ORDERS OF THE HONOURABLE JUSTICE STRK MADE ON 1 APRIL 2022

_______________

UPON THE APPLICATION of the plaintiff made by originating process filed on 8 February 2022, AND UPON HEARING Mr J Healy of counsel for the plaintiff and Mr J Wang for St Barbara Limited, an interested party, IT IS ORDERED THAT:

  1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members, in the form contained in annexure B of the scheme booklet, which is set out in pages 347 - 367 of the Second Affidavit of Russell Hardwick sworn on 18 February 2022 in this proceeding (Scheme), is approved.

  2. Pursuant to s 411(12) of the Corporations Act 2001 (Cth), the plaintiff is exempt from compliance with s 411(11) of the Corporations Act 2001(Cth), in relation to the Scheme.

  3. An office copy of these orders is to be lodged with the Australian Securities and Investments Commission on 4 April 2022.

BY THE COURT

THE HONOURABLE JUSTICE L STRK