Creation of an International Diversified Gold Producer

29 June 2012

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DisclaimerDisclaimer

This presentation has been prepared by St Barbara Limited (�“St Barbara�”) and Allied Gold Mining Plc (�“Allied Gold�”).Th i l i d i hi i i f i f i l Thi i i fi i l d

Fellow of the Australasian Institute of Mining and Metallurgy. Phillip Uttley is a full-time employee of St Barbara. PhillipU l h ffi i i hi h i l h l f i li i d f d i d id iThe material contained in this presentation is for information purposes only. This presentation is not a financial product

or investment advice. It does not take into account the investment objectives, financial situation or particular needs ofany investor. Before making an investment in St Barbara, Allied Gold or any potential combination of St Barbara andAllied Gold, an investor or prospective investor should read this document in its entirety, together with the associatedRule 2.7 Announcement and the scheme document which contains all applicable terms and conditions of the offer,consider whether such an investment is appropriate to their particular investment needs, objectives and financialcircumstances, seek legal and taxation advice appropriate to their jurisdiction and consult a financial adviser ifnecessary. Neither St Barbara nor Allied Gold is licensed to provide financial product advice in respect of the StBarbara or Allied Gold�’s securities.

Uttley has sufficient experience which is relevant to the style of mineralisation and type of deposit under considerationand to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves�‘ (JORC Code). PhillipUttley consents to the inclusion of the information contained in this presentation in the form and context in which itappears.

The information in this presentation that relates to Ore Reserves for St Barbara, together with any related assessmentsand interpretations, has been based on information compiled by Andrew Law who is a Member of the AustralasianInstitute of Mining and Metallurgy. Andrew Law is a full-time employee of the consulting firm Optiro and was a full-time

This presentation, any oral statements made by St Barbara or Allied Gold in relation to the offer, and other informationpublished by St Barbara or Allied Gold, may contain statements about St Barbara and Allied Gold that are or may beforward looking statements. All statements other than statements of historical facts included in this presentation may beforward looking statements. Without limitation, any statements preceded or followed by or that include the words"targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words orterms of similar substance or the negative thereof, are forward looking statements. Forward looking statements includestatements relating to the following: (i) statements about the expected effects of the offer on Allied Gold, St Barbara,the expected timing and scope of the offer; (ii) future capital expenditures, expenses, revenues, earnings, synergies,economic performance indebtedness financial condition dividend policy losses and future prospects; (iii) business

employee of St Barbara as of 30 June 2011. Andrew Law has sufficient experience which is relevant to the style ofmineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as aCompetent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results,Mineral Resources and Ore Reserves�‘ (JORC Code). Andrew Law consents to the inclusion of the informationcontained in this presentation in the form and context in which it appears.

The information in this presentation that relates to production forecasts for St Barbara is based on Ore Reserves.

The information in this presentation that relates to Exploration Results and Mineral Resources for Allied Gold, togethereconomic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (iii) businessand management strategies and the expansion and growth of St Barbara's or Allied Gold's operations and potentialsynergies resulting from the offer; (iv) the effects of government regulation on St Barbara's or Allied Gold's businessand (v) all other statements in this presentation other than historical facts.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and arebased on certain key assumptions. Many factors could cause actual results to differ materially from those projected orimplied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to placeundue reliance on such forward looking statements. None of St Barbara and Allied Gold, including members of theirrespective groups nor any of their respective advisors associates directors or officers undertakes any obligation to

The information in this presentation that relates to Exploration Results and Mineral Resources for Allied Gold, togetherwith any related assessments and interpretations, has been based on information compiled by Colin Ross Hastingswho is a Member or Fellow of The Australasian Institute of Mining and Metallurgy and included in a list promulgated bythe ASX from time to time. Colin Ross Hastings is a full-time employee of Allied Gold. Colin Ross Hastings hassufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to theactivity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'AustralasianCode for Reporting of Exploration Results, Mineral Resources and Ore Reserves�‘ (JORC Code). Colin Ross Hastingsconsents to the inclusion of the information contained in this presentation in the form and context in which it appears.

Th i f ti i thi t ti th t l t t O R f Alli d G ld t th ith l t d trespective groups, nor any of their respective advisors, associates, directors or officers undertakes any obligation toupdate publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required or provides any representation, assurance or guarantee thatthe occurrence of events expressed or implied in any forward looking statement in this presentation will actually occur.

Except as may be required by applicable law, St Barbara and Allied Gold do not undertake any obligation to publiclyupdate or revise any forward looking statements in this presentation.

This presentation has been prepared by St Barbara and Allied Gold based on information available to them and has

The information in this presentation that relates to Ore Reserves for Allied Gold, together with any related assessmentsand interpretations and production forecasts, has been based on information compiled by Colin Ross Hastings who is aMember or Fellow of The Australasian Institute of Mining and Metallurgy and included in a list promulgated by the ASXfrom time to time. Colin Ross Hastings is a full-time employee of Allied Gold. Colin Ross Hastings has sufficientexperience which is relevant to the style of mineralisation and type of deposit under consideration and to the activitywhich he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code forReporting of Exploration Results, Mineral Resources and Ore Reserves�‘ (JORC Code). Colin Ross Hastings consentsto the inclusion of the information contained in this presentation in the form and context in which it appears.

not been independently verified. Information relating to St Barbara has been provided by St Barbara and informationrelating to Allied Gold has been provided by Allied Gold, and neither of them takes responsibility for informationprovided by the other. No representation or warranty, express or implied, is made as to the fairness, accuracy,completeness or correctness of the information, opinions and conclusions contained in this presentation. To themaximum extent permitted by law, none of St Barbara, Allied Gold or their subsidiaries or affiliates or the directors,employees, agents, representatives or advisers of any such party, nor any other person accepts any liability for anyloss arising from the use of this presentation or its contents or otherwise arising in connection with it, including withoutlimitation, any liability arising from fault or negligence on the part of St Barbara, Allied Gold or its subsidiaries oraffiliates or the directors, employees, agents, representatives or advisers of any such party.

No statement in this presentation is intended as a profit forecast or profit estimate and no statement in this presentationshould be interpreted to mean that the future earnings per share of the St Barbara Group as enlarged by the Offer, StBarbara and/or Allied Gold for current or future financial years will necessarily match or exceed the historical orpublished earnings per share of St Barbara or Allied Gold.

Financial figures are in Australian dollars unless otherwise stated.St Barbara�’s fiscal year runs from 1 July to 30 June, and Allied Gold�’s fiscal year runs from 1 January to 31 December.

A t 28 J 2012 AUD $1 00 USD $1 00 USD $1 00 AUD $1 00 AUD $1 00 £0 65 £1 00 AUD $1 55

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The information in this presentation that relates to Exploration Results and Mineral Resources for St Barbara, togetherwith any related assessments and interpretations has been based on information compiled by Phillip Uttley who is a

As at 28 June 2012, AUD $1.00 = USD $1.00, USD $1.00 = AUD $1.00, AUD $1.00 = £0.65, £1.00 = AUD $1.55

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Creation of an International Diversified GoldMining and Exploration Company�• Recommended offer to combine St Barbara and Allied Gold through a scheme of arrangementRecommended offer to combine St Barbara and Allied Gold through a scheme of arrangement

�• Creation of an international diversified gold producer

�– Pro forma market capitalisation of approximately A$1bn1

�– Pro forma FY13F gold production of approximately 435,000 ounces2 from quality, long life assets

�– Three established and proven mines with a fourth operation in ramp up phase

�– Exploration potential in prospective regions in both Australia and the South West Pacific

�• Clear strategic and financial rationale for the combination

�• Value enhancing for shareholders of both St Barbara and Allied Gold�• Value enhancing for shareholders of both St Barbara and Allied Gold

�• Offer supported by unanimous recommendation of the Allied Gold Board, plus irrevocable undertakings and letters of intentrepresenting 34.6% of Allied Gold�’s existing shares outstanding

�• In addition, M&G Investment Management has verbally committed to St Barbara to vote in favour of the transaction (in theabsence of a superior proposal), bringing total shareholder support, including irrevocable undertakings and letters of intent,to 53.5%

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1. Pro forma illustrative market capitalisation for the combined group is calculated by adding the St Barbara shares issued to Allied Gold shareholders as share

consideration under the transaction to the existing number of St Barbara shares on issue, multiplied by St Barbara�’s closing price on ASX of A$2.12 on 28 June 2012.

2. Pro forma forecast gold production for the combined group has been based on the internal life of mine plans for St Barbara and mine plans for Allied Gold. These

assume no change in production as a result of the transaction. Production forecasts are subject to risk factors associated with developing, mining and processing

gold including, amongst others, variations in grade, metallurgical and other processing problems, mechanical equipment performance problems, the unavailability of

materials and equipment, permit approvals, labour force disruptions, adverse weather conditions, geopolitical risks and landowner relations.

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Geographically Diversified Portfolio of Established andProven Producing Assets, Supplemented by DevelopmentProven Producing Assets, Supplemented by Developmentand Exploration Opportunities

Leonora SimberiLeonora

�• Gwalia underground mine�• King of the Hills undergroundmine

�• Gwalia processing plant(1.2Mtpa)

Simberi

�• Simberi open pit mine�• Simberi processing plant (2.0Mtpa)�• FY13F production: 70 �– 80koz1

�• 2.0Moz Ore Reserves3

N i t t f l ti

Simberi

Southern Cross

Gold Ridge

�• Gold Ridge open pit mine

(1.2Mtpa)�• FY13F production: 230 �– 250koz1

�• 2.5Moz Ore Reserves2

�• Near mine targets for exploration�• Sulphide potentialGold Ridge

�• Gold Ridge processing plant(2.5Mtpa)

�• FY13F production: 95 �– 105koz1

�• 1.1Moz Ore Reserves3

�• Near mine targets for exploration

�• Marvel Loch underground mine�• Marvel Loch processing plant(2.2Mtpa)

�• FY13F production: 20 �– 25koz1

�• 0.2Moz Ore Reserves2 LeonoraEast Lachlan

St Barbara

Allied Gold

East Lachlan

�• Prospective exploration area�• Targeted for copper gold

Tabar Tatau

�• Exploration potential�• Multiple drilling targets on bothTabar and Tatau islands

Leonora

Southern Cross

Allied Gold

Combined group to generate approximately 435,0001 ounces of gold in FY13F

porphyry mineralisationTabar and Tatau islands

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Note: Please refer to previous investor presentations disclosed by St Barbara and Allied Gold, and the rule 2.7announcement dated 29 June 2012, for additional information on individual assets.1. Based on internal life of mine plans assuming no change in production as a result of the transaction. Also subjectto risks described on previous pages.2. As at 30 June 2011.3. As at 31 December 2011.

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Clear Strategic and Financial Rationale forShareholders of St Barbara and Allied Gold

Participation in an international diversified gold mining and exploration company, withthe largest gold reserves and resources portfolio of any mid tier ASX listed peer1

�• Portfolio of quality, long life gold assets underpinned by 5.9 Moz of gold contained in pro formaOre Reserves2

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Ore Reserves

Complementary business, development and funding profiles2

Proven operational management capabilities

Reduced investment risk profile through a more diversified asset portfolio

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4 Reduced investment risk profile through a more diversified asset portfolio

A number of organic growth opportunities, including anticipated production growthand exploration upside as well as cost saving opportunities

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5and exploration upside, as well as cost saving opportunities

Stock market re rating potential6

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1. Australian mid tier gold sector inclusive of the following companies: Alacer Gold Corp, Medusa Mining Limited, CGAMiningLimited, OceanaGold Limited, Resolute Mining Limited, Regis Resources Limited, Evolution Mining Limited, Kingsgate ConsolidatedLimited, Focus Minerals Limited, Saracen Mineral Holdings Limited, Silver Lake Resources Limited, Northern Star Resources Limited,Tanami Gold NL, Integra Mining Limited and Kingrose Mining Limited.2. Gold only reserves based on most recently disclosed company filings.

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Transaction DetailsTransaction Details

�• Board recommended offer to combine the two companiesp�• A$2.72 for each Allied Gold share1, comprising A$1.025 in cash and 0.8 St Barbara shares�• To be implemented by way of court sanctioned scheme of arrangement under UK law between Allied Gold and its

shareholders �– following implementation, Allied Gold will become a wholly owned subsidiary of St Barbara and willcease to be listed on the LSE, ASX and TSX

�• Transaction supported by shareholders through irrevocable undertakings and letters of intent representing 34.6% ofAllied Gold�’s existing shares outstanding

Structure

Allied Gold s existing shares outstanding

Implied Premium

�• 92.3% premium to Allied Gold�’s closing price of £0.915 per share on LSE on 28 June 20122, the last trading day prior tothis announcement, and a 89.6% premium to Allied Gold�’s closing price of A$1.44 per share on ASX on 28 June 2012

�• 74.5% premium to Allied Gold�’s 30 day VWAP of £1.00 per share on LSE for the period ending on 28 June 2012 2, thelast trading day prior to this announcement, and a 74.0% premium to Allied Gold�’s 30 day VWAP of A$1.56 per share onASX for the period ending on 28 June 2012

Combined Group

ASX for the period ending on 28 June 2012

�• Transaction would result in current St Barbara and Allied Gold shareholders owning 67% and 33% respectively ofcombined group post completion

Funding

�• Cash consideration funded from St Barbara�’s existing cash resources plus A$120 million term loan facility provided byNational Australia Bank Limited and Barclays Bank Plc

�• Consent obtained for Allied Gold�’s existing debt financing to remain in place post completion�• Combined group gearing of approximately 20%3

�• As at 31 March 2012, St Barbara had a closing cash balance of A$137 million

Conditions

, g $

�• Customary conditions�• Certain regulatory approvals, including Foreign Acquisitions and Takeovers Act approval in Australia�• Certain approvals by Allied Gold shareholders�• Sanction of the scheme by the UK court�• No St Barbara shareholder approval required to implement the transaction as it is structured as an Allied Gold scheme

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�• No St Barbara shareholder approval required to implement the transaction as it is structured as an Allied Gold schemeof arrangement4

1. Based on the closing price of St Barbara shares on ASX on 28 June 2012 of A$2.12.2. Based on an exchange rate between Australian Dollars and pounds Sterling of 0.65 at 5pm GMT on the date before the date of this announcement.3. Gearing defined as gross interest bearing debt divided by the sum of gross interest bearing debt and book equity, before any fair value, other accounting adjustments and one off integration costs.4. This is conditional on ASX granting St Barbara a waiver from Listing Rule 7.1. ASX has indicated that it is likely to grant St Barbara such a waiver.

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Value for St Barbara and Allied GoldShareholders

St Barbara Shareholders Allied Gold Shareholders

�• Acquisition of quality, long life gold assets withexploration potential

�• Anticipated to be EPS accretive from the first full

�• Attractive premium and material cash component�• Ability to participate in significant upside potential

of combined group

St Barbara Shareholders Allied Gold Shareholders

�• Anticipated to be EPS accretive from the first fullyear following completion of the transaction andimmediately NAV accretive1

�• Significant uplift in gold production, reserves and

�• Access to St Barbara�’s strong cash flow andfinancial capacity to fund development andexpansion projects at Simberi and Gold Ridge andto advance exploration programmes

resources

�• Increased asset diversification with developmentprofile spanning exploration to gold production,reducing investment risk profile

�• Access to St Barbara�’s proven management andtechnical capabilities (including undergrounddevelopment and mining)

�• Anticipated reduction in total cash costs,reducing investment risk profile

�• Increased average mine life of asset portfoliocombined with an increase in overall goldproduction, reserves and resources1

Potential re rating to reflect market positioning, production and quality of portfoliorelative to mid tier gold peers

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1. Before any fair value, other accounting adjustments and one off integration costs. These statements regarding NAV and EPSaccretion and earnings enhancement do not constitute a profit forecast nor should they be taken to mean that the earnings pershare, profits, margins or cash flows of St Barbara will necessarily be greater or less than the historical published earnings per share,profits, margins or cash flows of St Barbara. Cash costs are subject to production related risks as described on previous pages, as wellas foreign currency movements and fluctuations in supply costs.

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A Leading Company in Australian Mid Tier GoldSector

Proforma Market Cap of c A1$bn1 #1 Reserves Position (Moz)2

5.95.3 5.2

3 79.0

12.0

6.0

8.0

GradeReserves

1,76

2

1,42

6

1,07

5

1,03

5

909

832

46 88 5 2

Proforma Market Cap of c. A1$bn #1 Reserves Position (Moz)

3.7 3.2 3.2 3.0 2.9 2.8 2.4

0.8 0.6 0.5 0.5 0.4 0.2 0.0 0.00.0

3.0

6.0

0.0

2.0

4.0

a/Allie

d

Alacer

esolute

nagold

CGA

edGold

olution

Regis

Barbara

ngsgate

aracen

Focus

Med

usa

Integra

Tanami

th.Star

ngsrose

erLake

8 7 6 8 61 61 481

327

324

317

312

293

187

151

Regis

Alacer

volution

ra/Allied

Med

usa

Resolute

ngsgate

Barbara

CGA

verLake

anagold

Saracen

ngsrose

Integra

rth.Star

edGold

Tanami

Focus

4 4543516 6

StBarbara Re

Ocea

Allie Evo

StB

Kin S M I T

Nort

Kin

Silve

Ev

StBarbar

M R Ki St Sil v

Oce

S

Ki Nor

Alli

#1 Resources Position (Moz)2 #1 FY13F Production Position (koz)3

435 428 405 404349

266 260 258208 178 175 173 152

111 109 88 74 46

16.613.9

10.4 10.3 9.0 8.0 7.6 6.5 6.2 5.0 4.3 3.6 3.6 2.8 2.6 2.5 1.3 0.4

StBarbara/Allie

d

Alacer

Resolute

Evolution

Regis

Oceanagold

StBarbara

Kingsgate

CGA

Focus

Allie

dGold

Silver

Lake

Saracen

Integra

Med

usa

North.Star

Tanami

Kingsrose

StBarbara/Allie

d

Alacer

Resolute

Oceanagold

Allie

dGold

CGA

StBarbara

Regis

Evolution

Kingsgate

Focus

Saracen

Silver

Lake

Tanami

Med

usa

Integra

North.Star

Kingsrose

1 P f ill i k i li i f h bi d i l l d b ddi h S B b h i d Alli d G ld h h ld

4 4

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1. Pro forma illustrative market capitalisation for the combined group is calculated by adding the St Barbara shares issued to Allied Gold shareholders asshare consideration under the transaction to the existing number of St Barbara shares on issue, multiplied by St Barbara�’s closing price on ASX of A$2.12on 28 June 2012. Other market capitalisation figures as at close on 28 June 2012.2. Gold only reserves and resources based on most recently disclosed company filings.3. Based on estimates from selected brokers which disclose production metrics. For St Barbara and Allied Gold, based on internal life of mine plansassuming no change in production as a result of the transaction, subject to risks described on previous pages.4. Represents combined group.

5. Represents combined market capitalisation of ASX, LSE and TSX listings.

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Project Pipeline Spanning Exploration to GoldProductionSt Barbara�’s established, producing and cash flow generative assets at Gwalia, King of the Hills and Southern

Project Pipeline Production Profile1Cross complement Allied Gold�’s expansion and exploration projects at Simberi, Gold Ridge and Tabar Tatau

Gold production (koz)

EXPLORATION

YILGARNTARGETS

GWALIA DEEPS

GWALIA REGIONSOUTHERNCROSS

EAST LACHLAN

SIMBERI NEARMINE

GOLD RIDGENEARMINE

TABAR TATAU500

600

TOWER HILLSCOPING/CONCEPT

SIMBERISULPHIDES

300

400

FEASIBILITY

CONSTRUCTIONSIMBERI OXIDEEXPANSION

GWALIAHAULAGE SHAFT

STUDY

100

200

CONSTRUCTION

GWALIAKING OF THE

HILLSSOUTHERN CROSS

EXPANSION(3.5Mt)

PRODUCING02011A 2012F 2013F

Gwalia Kingof the Hills Simberi

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SIMBERI OXIDESGOLD RIDGE

St Barbara Allied Gold 1. Based on internal life of mine plans assuming no change in production as a resultof the transaction. Also subject to risks described on previous pages.

Gwalia Kingof the Hills Simberi

Gold Ridge Southern Cross

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Strong and Proven Management CapabilitiesStrong and Proven Management Capabilities

�• St Barbara and Allied Gold have complementary management capabilities with significantdepth of management

�– Experience spans each step of the value chain from exploration through to goldproduction

�– Proven operating experience in Australia and the South West Pacific

�– Dedicated exploration and development team with broad knowledge of global goldassets and growth opportunities

�• Expertise in managing the development of multiple, complex projectsp g g p p , p p j

�• Proven capabilities in developing and operating open pit and underground operations willsupport potential expansion at Simberi and Gold Ridgesupport potential expansion at Simberi and Gold Ridge

�• St Barbara�’s business systems and operating capabilities will support improved productionreliability and cash operating cost reductions for the Allied Gold operations

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reliability, and cash operating cost reductions for the Allied Gold operations

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Enhanced DiversificationEnhanced Diversification

Reserves by Asset1Reserves by Asset

St Barbara(2.8 Moz)

Combined Group(5.9 Moz)

Allied Gold(3.2 Moz)

33%

34%

19%

64%

36%

72%

8%

8%

12%

6%

4%4%

FY13F Production by Asset (midpoint)2

23%22%

Combined Group(c.435 koz)

Allied Gold(c.175 koz)

St Barbara(c.260 koz)

42%

5%13%

17%70%

9%43%

57%

5%13%

11Gwalia Southern Cross

Simberi Gold RidgeKing of the Hills

Tower Hill

1. As at 30 June 2011 for St Barbara andas at 31 December 2011 for Allied Gold.2. Based on internal life of mine plans assumingno change in production as a result of thetransaction. Also subject to risks described onprevious pages.

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A Number of Organic Growth Opportunities forthe Combined Group�• Anticipated growth in gold production from Allied Gold�’s assets�• Anticipated growth in gold production from Allied Gold s assets

�– Improved production reliability at existing mines

�– Simberi Oxide expansion to 3.5 Mtpa planned

�– Potential development of Simberi Sulphides project

�• Exploration upside opportunities in close proximity to current mining operations at Goldp p pp p y g pRidge, Simberi and Gwalia

�• Additional exploration potential from greenfield opportunities (eg. Tabar Tatau Islands)dd t o a e p o at o pote t a o g ee e d oppo tu t es (eg. aba atau s a ds)

�– Supplemented by St Barbara�’s existing organic growth projects including ongoingexploration programs

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Identified Cost Reduction Opportunities forAllied Gold AssetsThe combined management team anticipates achieving cash operating cost reductions for the Allied GoldThe combined management team anticipates achieving cash operating cost reductions for the Allied Goldoperations

Gold Ridge Simberi

�• Improved grade control and mine planningmeasures

�• Increased plant throughput through completion ofplanned plant upgrades

�• Potential improvement in mining fleet utilisationto increase the volume of ore hauled

�• Increased mill recoveries through improved

�• Potential improvement in mining fleet utilisationto increase the volume of ore hauled

�• Reduced fuel costs for processingIncreased mill recoveries through improvedblending and ROMmanagement

�• Increased plant throughput through planti i i

Reduced fuel costs for processing

�• Reduced open pit strip ratio through improvedgrade control

optimisation

Opportunities have been identified to further reduce Allied Gold�’s cash operating costs, including theimplementation of St Barbara�’s improved mine planning methodology, operating systems and cost

management frame orks

13Note: This statement regarding earnings enhancement does not constitute a profit forecast not should it betaken to mean that the earnings per share, profits, margins or cash flows of St Barbara will necessarily begreater or less than the historical published earnings per share, profits, margins or cash flows of St Barbara.

management frameworks

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Improved Index Positioning of the Combined

Based on pro forma market capitalisation, combined group expected to improve ASX index positioning post

GroupBased on pro forma market capitalisation, combined group expected to improve ASX index positioning posttransaction�• Enhanced scale and improved index positioning has the potential to improve market coverage, increase

liquidity and increase investment interest

Ill t ti P F I d P iti

1,434

Market cap (A$m)(1)

Illustrative Pro Forma Index Position

1,067 1,035 1,032

689 688 686

294 293 290

Australian

Infrastructure

Fund

Sund

ance

Resources

StBarbara/

Allie

dGold

Cardno

Awe

StBarbara

CSR

Nextdc

Allie

dGold

Programmed

Mainten

ance

100 126 127 128 164 165 166 222 223 224

2 3

100 126 127 128 164 165 166 222 223 224

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Source: Bloomberg. Market metrics as at 28 June 2012.1. Pro forma illustrative market capitalisation for the combined group is calculated by adding the St Barbara shares issued to Allied Gold shareholders asshare consideration under the transaction to the existing number of St Barbara shares on issue, multiplied by St Barbara�’s closing price on ASX of A$2.12on 28 June 2012.2. Represents combined group. 3. Represents combined market capitalisation of ASX, LSE and TSX listings.

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Pro Forma Operating MultiplesPro Forma Operating Multiples

EV/Reserves (A$/oz)1,2 EV/Resources (A$/oz)1,2

7931,735

1,460

EV/Reserves (A$/oz)1,2 EV/Resources (A$/oz)1,2

334

271

183

653610

183164 155 145

125

9580 76 76 75 73 69

5734 33

Peer average:173512

338 331 312248 231 212 195 189 161 159

97

Peer average:534

Kingsrose

Med

usa

Regis

North.Star

Kingsgate

Evolution

Silver

Lake

Integra

Alacer

Resolute

StBarbara

Saracen

CGA

Tanami

Barbara/Allie

d

Oceanagold

Focus

Allie

dGold

Med

usa

North.Star

Integra

Regis

Tanami

Kingsgate

Saracen

Evolution

Alacer

Focus

StBarbara

Barbara/Allie

d

CGA

Oceanagold

Resolute

Allie

dGold3 3

StB

StB

Potential for a re rating of the combined company driven by position and quality of portfoliorelative to mid tier peers

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1. Pro forma enterprise value for the combined group is calculated by adding the St Barbara shares issued to Allied Gold shareholders as shareconsideration under the transaction to the existing number of St Barbara shares on issue, multiplied by St Barbara�’s closing price on ASX of A$2.12 on28 June 2012 then adding St Barbara and Allied Gold�’s net debt and minority interest figures (as at 31 December 2011 �– Allied adjusted for debtrestructuring on 6 January 2012), plus assumed additional debt issued in order to fund the cash component of the offer. Other enterprise valuefigures calculated by adding most recently disclosed net debt and minority interest figures to market capitalisation as at 28 June 2012.

2. Gold only reserves and resources based on most recently disclosed company filings.3. Represents combined group.

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Board of Directors and Management TeamBoard of Directors and Management Team

�• Following completion of the transaction, intended that St Barbara�’sexisting senior management team and Board of Directors will remain inplacep

�• St Barbara expects to appoint up to two existing Directors of Allied Gold toh f h l hthe positions of either Non Executive Director or consultant to thecombined group (to be mutually agreed between St Barbara and AlliedGold), upon completion of the offer

�• Allied Gold�’s management and employees will play an important role inth bi dthe combined group

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Indicative Transaction TimetableIndicative Transaction Timetable

29 June 2012 �• Announcement date

16 July 2012 �• Post scheme document

Early August 2012 �• Allied Gold shareholder meeting

Late August/early �• Effective date of schemeg / ySeptember 2012 �• Settlement of consideration

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Value Enhancing Transaction with ClearStrategic and Financial Rationale�• Opportunity to create diversified high growth gold mining and exploration companyOpportunity to create diversified, high growth gold mining and exploration company

�• Value enhancing for both St Barbara and Allied Gold shareholders

�– Attractive premium for Allied Gold shareholders

A i i d b EPS d NAV i f S B b h h ld 1�– Anticipated to be EPS and NAV accretive for St Barbara shareholders1

�• Highly complementary businesses

�– Asset diversification

�– Funding of growth opportunities

�– Development profile

�– Production profile

�• Growth potential complements St Barbara�’s existing organic growth profile

�• High degree of deal certainty

�– Transaction supported by shareholders representing 54% of Allied Gold�’s existing sharesTransaction supported by shareholders representing 54% of Allied Gold s existing sharesoutstanding

�– 30% common share ownership

�• Strong management capabilities with significant experience

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Strong management capabilities with significant experience1. Before any fair value, other accounting adjustments and one off integration costs. NAV accretive immediately and EPS accretive inthe first full year following completion. This statement regarding NAV and EPS accretion does not constitute a profit forecast norshould it be taken to mean that the earnings per share, profits, margins or cash flows of St Barbara will necessarily be greater or lessthan the historical published earnings per share, profits, margins or cash flows of St Barbara.

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AppendicesAppendices

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Board Recommendation and IrrevocableUndertakings�• Allied Gold�’s Board of Directors intend unanimously to recommend that Allied Gold shareholders vote in favour of the�• Allied Gold s Board of Directors intend unanimously to recommend that Allied Gold shareholders vote in favour of the

transaction

�• Irrevocable undertakings and letters of intent to vote in favour of the transaction received, in aggregate, in respect of 34.6%of Allied Gold�’s current shares outstanding

�• M&G Investment Management has also verbally committed to St Barbara to vote in favour of the Scheme in respect of their�• M&G Investment Management has also verbally committed to St Barbara to vote in favour of the Scheme in respect of theirentire shareholding in Allied Gold (representing approximately 18.9% of Allied Gold�’s current shares outstanding), in theabsence of a superior proposal

�• Around 30% common share ownership Allied Gold shares subject to irrevocable undertakings/letters of intent

%Name # %Other shareholdersLegal & General Investment Management LOI 17,969,472 8.8Franklin Advisers, Inc. Irrevocable 16,294,453 8.0Baker Steel Capital Managers LLP Irrevocable 14,158,346 6.9Resource Capital Fund III Irrevocable 8 311 858 4 1Resource Capital Fund III Irrevocable 8,311,858 4.1Asset Value Investors Ltd LOI 7,684,018 3.8JP Morgan Asset Management LOI 4,166,893 2.0Sub total 68,585,040 33.6

DirectorsMark Caruso Irrevocable 1 521 257 0 7Mark Caruso Irrevocable 1,521,257 0.7Frank Terranova Irrevocable 226,882 0.1Anthony Lowrie Irrevocable 389,242 0.2Monty House Irrevocable 35,589 0.0Sean Harvey Irrevocable 33,333 0.0Sub total 2,206,303 1.1

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Total 70,791,343 34.6

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Solomon Islands OverviewSolomon Islands Overview

�• Located east of Papua New Guinea, consisting of nearly 1,000separate islands

Country Overview Solomon Islands Map

�• Capital is Honiara on the island of Guadalcanal

�• A former British Colony, remains a member of theCommonwealth

�• Self government achieved in 1976 and independence twoyears later

�• Common law legal system and modern Mining Act 1990

�• Australian led Regional Assistance Mission to the SolomonIslands (RAMSI) continuing to support and develop the RoyalSolomon Islands Police Force

�• Allied Gold currently has good relationships with locall d h i t t t k h ld i i i

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landowners, who are important stakeholders in miningactivities in the region

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Papua New Guinea OverviewPapua New Guinea Overview

�• Located in Oceania, occupying the eastern half of the island ofNew Guinea between the Coral Sea and South Pacific Ocean,east of Indonesia

Country Overview Papua New Guinea Map

east of Indonesia

�• Capital is Port Moresby with a population of c. 300,000

�• Commonwealth country which gained independence fromAustralia in 1975

�• Democratic country since independence with a system ofNational and Provincial Government with constitutionalNational and Provincial Government with constitutionalprovisions for the division of legislative powers between both

�• Common law legal system (in addition to the statute lawspassed by the Parliament) and Mining Act 1992p y ) g

�• Allied Gold currently has good relationships with locallandowners, who are important stakeholders in miningactivities in the region

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EnquiriesEnquiries

St Barbara Allied Gold

Investor Relations

Ross Kennedy, Executive General Manager+613 8660 1903

Investor Relations

Joe Dowling, General Manager Investor+61 403 369 232

y gCorporate Services / Company Secretary

+613 8660 1903

Lazard (Lead Financial Adviser to St Barbara)

Eka Nirapathpongporn, Managing Director +613 9657 8414

Relations and Communications+61 403 369 232

RBC (Financial Adviser and Corporate Broker to Allied Gold)

Stephen McPherson, Jonathan Stephens,M&A (UK)

+44 20 7653 4000

Nightingale (Media Adviser to St Barbara)

Tim Williamson +61 458 680 130

Lisa Keenan +61 409 150 771

( )

Duncan St John, M&A (Australia) +612 9033 3307

Stephen Foss, Matthew Coakes, CorporateBroking

+44 20 7653 4000

Lisa Keenan +61 409 150 771

StockWell (UK Media Adviser to St Barbara)

Philip Gawith +44 20 3370 0013

Buchanan (UK Media Adviser to Allied Gold)

Bobby Morse +44 20 7466 5000

James Strong +44 20 7466 5000Rob Morgan +44 7887 954 048

James Strong 44 20 7466 5000

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www.stbarbara.com.au www.alliedgold.com.au

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