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Algemeen advies 19/05/2023 17:29
Silver Lake Resources Limited (Silver Lake or the Company) refers to the ASX announcement
made by St Barbara Limited (St Barbara) on 4 May 2023 (the St Barbara Announcement) in
regard to its indicative proposal to acquire St Barbara’s Leonora assets in Western Australia
(Silver Lake Proposal).
The Silver Lake Proposal, which was made public on 4 May 2023 following several
unsuccessful attempts to engage with the St Barbara Board over the past 12 months, provides
an alternative to the proposed sale of St Barbara’s Leonora assets to Genesis Minerals Limited
(Genesis) pursuant to an asset sale agreement announced to ASX on 17 April 2023 (Genesis
Silver Lake is extremely disappointed that the St Barbara Board has determined not to engage
with it to explore a transaction that has the potential to be beneficial to both sets of
shareholders, create a new mid-tier gold producer with immediate gold production of
~400koz p.a. and is considered by Silver Lake to be a superior outcome (if completed) for
St Barbara shareholders than the existing Genesis Transaction.
St Barbara’s ASX releases indicate that the deal protection undertakings entered into with
Genesis are considered to be ‘customary’ and subject to “fiduciary out” exceptions.
If this is the case, there should be no reason why simply exploring the Silver Lake Proposal
(including granting the proposed 2 week period for targeted due diligence) would in any way
delay the proposed timetable for completion of the Genesis Transaction, unless the Silver
Lake Proposal is converted into a binding offer and the St Barbara Board determines at that
time that Silver Lake’s binding offer is superior to the Genesis Transaction.
Had the St Barbara board allowed Silver Lake to undertake due diligence immediately
following submission of the Silver Lake Proposal on 28 April 2023, Silver Lake would now be
7 days away from completing those enquiries and advancing towards submitting a binding
proposal, which would then potentially trigger Genesis’s matching rights.
Silver Lake wishes to clarify certain assertions made in the St Barbara Announcement in
relation to the Silver Lake Proposal:
? On any measure, the premium offered by the Silver Lake Proposal is superior to that
provided under the Genesis Transaction.
? It is not appropriate to recognise full value for the contingent consideration component
of the Genesis Transaction when assessing the premium offered by Silver Lake, as receipt
of that consideration by St Barbara remains uncertain.
? The Silver Lake Proposal is supported by A$268 million in cash as at 31 March 2023 and
a US$150 million credit approved debt facility provided by Taurus Mining Finance Fund
No 2 LP (Taurus). Taurus has a proven track record of providing acquisition funding
? Silver Lake did not impose any absolute requirement on St Barbara to distribute all of
the share component of the Silver Lake Proposal to St Barbara shareholders, but rather
invited a discussion to better understand St Barbara’s commercial requirements. Even
without St Barbara retaining a portion of that share consideration and assuming the same
use of proceeds as disclosed in the Genesis Transaction, St Barbara would be left with
$148 million in cash and $24 million in listed securities.

? The Silver Lake Proposal included a A$25 million working capital facility to assist
St Barbara to manage its working capital requirements through to transaction

1 For further information on this calculation, see footnotes 14 and 15 below.

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