Page 1

BARDOC Gold Limited 20 December 2021 St Barbara JOINT ASX / MEDIA RELEASE ● St Barbara to acquire Bardoc Gold via Board recommended scheme of arrangement St Barbara Limited ( ASX : SBM ) ( the " Company " or " St Barbara " ) and Bardoc Gold Limited ( ASX : BDC ) ( " Bardoc Gold " or " Bardoc " ) are pleased to announce they have entered into a binding scheme implementation deed ( " Implementation Agreement " ) under which St Barbara will , subject to the satisfaction of various conditions , acquire all of the shares in the capital of Bardoc by way of a scheme of arrangement under Part 5.1 of the Corporations Act 2001 ( Cth ) ( " Corporations Act " ) ( " Scheme " ) . Implementation of the Scheme is targeted for mid - April 2022 . The execution of the Implementation Agreement follows the successful completion of a strategic review of the Bardoc Gold Project initiated by Bardoc in September 2021 . Highlights St Barbara to acquire all of the shares in the capital of Bardoc by way of scheme of arrangement Bardoc shareholders will receive 0.3604 new St Barbara shares for each Bardoc share Based on the closing price of St Barbara shares on the ASX on 17 December 2021 , the transaction values Bardoc at approximately $ 157 million and each Bardoc share at $ 0.530 The implied valuation represents : a 29.2 % premium to the closing price of Bardoc shares on 17 December 2021 ( Last Closing Date ) a 34.7 % premium to the 30 - day VWAP of Bardoc shares of $ 0.393 for the period ended on the Last Closing Date On a pro forma basis , St Barbara shareholders will own approximately 87 % and Bardoc shareholders will own approximately 13 % of all issued St Barbara shares upon implementation of the Scheme A proposed Spin - Out of Bardoc's South Woodie Woodie Manganese Project in Western Australia into a new separate vehicle represents additional value for Bardoc shareholders Benefits to Bardoc shareholders Through the Bardoc Gold strategic review process St Barbara was identified as the logical owner of the Bardoc Gold Project , particularly given the rail and highway directly connecting Bardoc's key assets with St Barbara's Leonora processing plant . For Bardoc shareholders , the transaction delivers significant benefits summarised below : Delivery of an immediate and significant premium to the undisturbed share price of Bardoc Gold ; Exposure to St Barbara as a leading ASX - 200 gold producer with a globally diversified asset base , strong balance sheet , enhanced trading liquidity and future market re - rating potential ; Ability for Bardoc shareholders to participate in the benefits of the combination , including a clear pathway to development of the Bardoc assets under St Barbara ownership ; and Retention of exposure to and full ownership of the South Woodie Woodie manganese asset in the East Pilbara region of Western Australia via a proposed SpinCo , which may consider seeking a listing on the ASX in the future , subject to all necessary regulatory and other approvals .