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“The Board believes the Transaction value from the sale of the Leonora assets represents fair value for our shareholders, who will now own a well-capitalised, debt-free business, with a portfolio that has significant potential, and the people and resources in place to realize its true potential. Simberi and Atlantic have combined 5.9Moz in Mineral Resources and 3.5Moz in Ore Reserves and provide a solid foundation for the business. The Company has a clear strategy in place to maximise the value of those assets going forward. While St Barbara shareholders will receive a reduced percentage of the combined Leonora assets (in what was previously to be called Hoover House) relative to the Scheme, this value is largely offset by the $110 million of additional cash, and 100% shareholding in the residual St Barbara business. The exposure of St Barbara shareholders of up to ~19.5% of Genesis post acquisition (15.2% excluding contingent consideration), will also allow St Barbara’s shareholders to directly benefit from the combination of St Barbara’s and Genesis’ assets in the Leonora region. I am very supportive of this transaction, and I would like to thank the St Barbara Board and senior management team who have worked tirelessly over many months to reach agreement on this transaction.”
Tim Netscher,
Chairman
St Barbara.
St Barbara Limited (“St Barbara” or the “Company”) (ASX: SBM) is pleased to announce that it has agreed new terms for a proposed transaction with Genesis Minerals Limited (“Genesis”) (ASX: GMD). Under the revised structure, St Barbara has entered
into an agreement with Genesis in respect of the sale of St Barbara’s Leonora Assets (“Leonora”) (the “Transaction”) for $600 million, comprising:
• Upfront cash of $370 million;
• 147.8 million shares in Genesis, valued at $170 million; and
• An additional 52.2 million shares in Genesis, valued at $60 million1
, contingent upon Tower Hill achieving first production.
Genesis will fund the cash component of the consideration through a capital raising, with binding commitments received to raise $470 million in new equity at $1.15 per share, via a $70 million unconditional placement and a $400 million conditional placement.
The conditional placement is conditional on the Transaction being completed. As announced on 12 December 2022, St Barbara and Genesis had previously entered into a proposed transaction whereby St Barbara would acquire 100% of the shares in Genesis, via a scheme of arrangement (“Scheme”), to form “Hoover House”, and the proposed demerger (“Demerger”) of St Barbara’s non-Leonora assets to St Barbara shareholders to form “Phoenician Metals”. The St Barbara and Genesis Boards have, by mutual agreement, terminated the scheme implementation deed between the parties in relation to the Scheme and the Demerger, predominately due to the material increase in funding requirements, in part driven by:
• Gwalia’s underperformance (revised Leonora guidance of 130-135koz for FY232 ) has resulted in a significantly lower cash position against forecasts;
• St Barbara has C$41 million of Environmental Performance Bonds (“EPB”) at Atlantic which are supported by Letters of Credit from syndicate banks. There is potential for the quantum of EPB to increase materially to approximately C$70 million, and the face value of the EPB would likely need to be cash backed; and
• As announced on 2 March 2023, non-receipt of approval for in-pit tailings disposal at Touquoy, which results in materially lower cash flow from Atlantic in the near-term.
In addition, given the increase in funding requirements for St Barbara (driven by the issues outlined above), and expected breach of St Barbara’s existing banking covenants (interest cover ratio) at 30 June 2023, it is likely that St Barbara would have been required to pay down a significant portion of its senior debt facilities (current total of $160 million, comprising $70 million and C$80 million). The revised Transaction will result in St Barbara shareholders collectively having economic exposure of up to ~19.5% of Genesis post acquisition (15.2% excluding contingent consideration). Importantly, the Transaction will enable St Barbara to extinguish all senior debt and lease liabilities, and will hold a pro-forma cash balance of approximately $197 million . It is anticipated that St Barbara’s shareholding in Genesis (excluding the contingent consideration) will be substantially, if not fully, distributed to St Barbara shareholders via a return of capital post Transaction. Key benefits to St Barbara shareholders under the revised Transaction relative to the Scheme include:
• An increased shareholding in the offshore assets of St Barbara from 80% (under the previously proposed Demerger of “Phoenician Metals”) to 100%;
• An additional ~ $110 million cash in the balance sheet compared to the Demerger scenario, whilst also having the ability to extinguish all senior debt; and
• Increased transaction certainty, given that the Transaction will (unlike the Scheme) not be subject to a maximum net debt condition precedent, as well as a reduced anticipated timeframe for completion of the Transaction.
The implied Transaction value of $600 million compares favourably to St Barbara’s market capitalization of $527 million , and enterprise value of $639 million7 prior to St Barbara’s shares entering into trading halt on 4 April 2023, with St Barbara shareholders also benefiting from:
• the retention of the Atlantic and Simberi operations;
• a portfolio of listed investments; and
• a number of other royalty interests over mining, and exploration assets.
St Barbara Chair, Tim Netscher, commented:
“The Board believes the Transaction value from the sale of the Leonora assets represents fair value for our shareholders, who will now own a well-capitalised, debt-free business, with a portfolio that has significant potential, and the people and resources in place to realize its true potential. Simberi and Atlantic have combined 5.9Moz in Mineral Resources and 3.5Moz in Ore Reserves and provide a solid foundation for the business. The Company has a clear strategy in place to maximise the value of those assets going forward. While St Barbara shareholders will receive a reduced percentage of the combined Leonora assets (in what was previously to be called Hoover House) relative to the Scheme, this value is largely offset by the $110 million of additional cash, and 100% shareholding in the residual St Barbara business. The exposure of St Barbara shareholders of up to ~19.5% of Genesis post acquisition (15.2% excluding contingent consideration), will also allow St Barbara’s shareholders to directly benefit from the combination of St Barbara’s and Genesis’ assets in the Leonora region. I am very supportive of this transaction, and I would like to thank the St Barbara Board and senior management team who have worked tirelessly over many months to reach agreement on this transaction.”
The Transaction is subject to a number of conditions precedent including:
• approval being obtained from St Barbara shareholders;
• approval being obtained from Genesis shareholders;
• consent from St Barbara’s lenders;
• customary regulatory approvals;
• no material adverse change or prescribed event (as specified in the transaction documents) occurring in relation to either St Barbara or Genesis; and
• other conditions customary for a transaction of this nature.
In addition, the Transaction agreement may be terminated in limited circumstances, including:
• by a party where the board of directors of the other party changes its recommendation to its shareholders to vote in favour of the Transaction;
• for material breach; and
• subject to compliance with the exclusivity arrangements outlined below, where a party pursues a competing proposal that is inconsistent with the Transaction and has been determined by the board of that party to be a superior proposal. The Transaction agreement includes reciprocal exclusivity arrangements (including “no shop”, “no talk” and “no due diligence” restrictions and notification obligations) and reciprocal matching rights. The exclusivity arrangements are subject to customary “fiduciary out” exceptions in respect of the “no talk” and “no due diligence” obligations. The reciprocal break fee of $5.4 million contemplated in respect of the Scheme has been maintained under the current Transaction, and will be payable to a party in certain circumstances where the Transaction does not proceed, including:
• where a competing transaction is publicly announced for the other party prior to completion of the Transaction and within
12 months of the announcement of the competing transaction the competing transaction is completed;
• where the other party’s board of directors changes its recommendation to its shareholders to vote in favour of the Transaction (except in limited circumstances);
• where the other party validly terminates the Transaction by reason of a superior proposal being made for that other party; or where the other party materially breaches the Transaction agreement.
St Barbara shareholders will be asked to approve the Transaction (50% approval threshold) at an Extraordinary General Meeting (“EGM”), which is expected to take place in mid-June. The St Barbara Board unanimously supports the Transaction, and recommends all shareholders vote in favour of it, subject to no superior proposal emerging. St Barbara expects the notice of meeting will be sent to shareholders by mid-May.
Details of St Barbara post Transaction
St Barbara’s non-Leonora assets will provide an opportunity for St Barbara shareholders to realise the long-term value of the Atlantic and Simberi operations in a dedicated and refreshed vehicle. St Barbara’s primary assets post the Transaction will include:
• The Atlantic operations, Nova Scotia (Canada), comprising 1.9Moz in Mineral Resources and 1.5Moz in Ore Reserves;
• The Simberi operations, Papua New Guinea, comprising 4.0Moz in Mineral Resources and 2.0Moz in Ore Reserves;
• Pro-forma cash of $197 million, with no debt;
• 12.7 million shares in ASX-listed Catalyst Metals Limited, with a market value of $12.8 million;
• 158.1 million shares in ASX-listed Kin Mining NL, with a market value of $7.0 million;
• 41.5 million shares in ASX-listed Peel Mining Limited, with a market value of $5.8 million;
• Pinjin exploration joint venture interest in Western Australia;
• Select exploration tenements outside Western Australia (including Back Creek in NSW); and
• A number of other royalty interests over mining and exploration assets.
St Barbara’s strategic focus post Transaction will include:
1. Corporate
o Establish a refreshed corporate culture and identity focused on value;
o Actively manage the investment portfolio; and
o Exploration of Back Creek (NSW) project.
2. Atlantic
o Prioritise development of Fifteen Mile Stream and target development in FY26;
o Investigate the repurposing of the Touquoy plant for use at Fifteen Mile Stream;
o Complete processing of stockpiles at Touquoy by end of 2024;
o Pause permitting process for Beaver Dam; and
o Continue exploration at Cochrane Hill, Mooseland, South-West and Goldboro East.
3. Simberi
o Extend oxide production through FY25 and into FY26;
o Sulphides Mineral Resource and Ore Reserve extension drilling;
o Revisit Sulphides Expansion development plan by FY26; and
o Prepare for investment decision with Mining Lease renewal by FY28.
It is intended that the headquarters of St Barbara will remain in Perth, Western Australia, with corporate functions reduced and optimised for a company of St Barbara’s scale post Transaction.