St Barbara Limited ('St Barbara') (ASX: SBM) notes the media release by Silver Lake Resources ('Silver Lake') (ASX: SLR) regarding a non-binding, indicative and conditional proposal ('Non-binding, Indicative and Conditional Proposal') for St Barbara's Leonora assets.

St Barbara refers to its announcement of 17 April 2023 setting out the terms of an agreement ('Transaction Agreement') with Genesis Minerals Limited ('Genesis') (ASX: GMD) in respect of the sale of its Leonora assets ('Leonora') for $600 million (at that time), comprising:

Upfront cash of $370 million; 147.8 million shares in Genesis, valued at $170 million1 and An additional 52.2 million shares in Genesis, valued at $60 million1 , contingent upon the Tower Hill Project achieving first production

The consideration under the Transaction Agreement now has an implied value of $641 million based on the closing price of Genesis shares on 3 May 2023 of $1.355. On this latest basis, the net after-tax value to St Barbara shareholders under the Transaction Agreement (including the contingent consideration) is estimated to be $612 million2 . On the evening of 28 April 2023 St Barbara received the unsolicited, Non-binding, Indicative and Conditional Proposal from Silver Lake in relation to the sale of Leonora for $732 million, comprising: Cash consideration of $326 million and Silver Lake scrip consideration, comprising 327.1 million new Silver Lake shares to be issued to St Barbara, having an implied value of $406 million3.

Silver Lake has indicated that it has assumed that the Silver Lake shares to be issued to St Barbara would be distributed to St Barbara shareholders pursuant to a capital return.

The net after-tax value of the Non-binding, Indicative and Conditional Proposal, after allowing for the break fee payable to Genesis, is estimated to be $668 million (approximately 9% above the net after-tax value of the Genesis consideration under the Transaction Agreement)4.

The Non-binding, Indicative and Conditional Proposal is stated to be subject to a number of conditions including: The completion and satisfaction of technical, operational and financial due diligence over a 2 week timeframe; The negotiation and execution of a definitive Asset Sale Agreement for Leonora between Silver Lake and St Barbara; Silver Lake obtaining a US$150 million debt facility ('Acquisition Facility') from Taurus Mining Finance Fund No.2 LP ('Taurus'). The Acquisition Facility is subject to due diligence to be undertaken in parallel with Silver Lake's proposed 2 week due diligence period and Final Silver Lake Board approval to enter into the proposed transaction on a binding basis.

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