Genesis Minerals Limited (ASX:GMD) entered into a binding agreement to acquire Leonora Assets of St Barbara Limited for AUD 590 million on April 17, 2023. Consideration comprising an upfront cash of AUD 370 million; 147.8 million shares in Genesis; and an additional 52.2 million shares in Genesis, contingent upon Tower Hill achieving first production (Contingent Consideration). The revised Transaction will result in St Barbara shareholders collectively having economic exposure of up to approximately 19.5% of Genesis post acquisition (15.2% excluding contingent consideration). In related transaction, Genesis Minerals scheme of arrangement with St Barbara and the scheme implementation deed between the parties has been terminated. Genesis will fund the cash component of the consideration through a capital raising, with binding commitments received to raise AUD 470 million in new equity, via a AUD 70 million unconditional placement and a AUD 400 million conditional placement. 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 is subject to approval being obtained from St Barbara and Genesis shareholders; consent from St Barbara’s lenders; customary regulatory approvals; no material adverse change or prescribed event occurring in relation to either St Barbara or Genesis; and other conditions customary for a transaction of this nature. The St Barbara Board and Genesis Board unanimously supports the Transaction. The transaction is expected to complete by June 30, 2023. As on April 28, 2023, Silver Lake Resources Limited (ASX:SLR) has made unsolicited, Non-binding, Indicative and Conditional Proposal to acquire Leonora assets in Western Australia from St Barbara Limited (ASX:SBM) for approximately AUD 732 million. The Transaction Agreement with Genesis remains in full force and effect and the parties are proceeding in accordance with the contemplated timetable to effect the sale of Leonora under the terms of the Transaction Agreement. On May 15, 2023, Genesis Minerals amended the consideration as AUD 370 million cash (unchanged), 152,826,087 Genesis shares (previously 147,826,087 Genesis shares) and 52,173,913 performance rights (unchanged number but accelerated and converted into Genesis shares issued at completion of the acquisition if St Barbara shareholders approve the transaction on or prior to June 30, 2023. Genesis has also agreed to pay St Barbara a cash deposit of AUD 25 million (Cash Deposit) to be held in escrow. The Cash Deposit is non-refundable in certain circumstances. As on May 18, 2023, Genesis and St Barbara entered into a definitive asset sale agreement to replace the binding commitment deed and agreed terms. Genesis has agreed to pay a break fee of AUD 5.4 million to St Barbara in case of termination. Also, St Barbara agrees to pay a break fee of AUD 5.4 million to Genesis. The conditions precedent must be satisfied or waived (if applicable) on or before October 17, 2023. The General Meeting, at which Genesis’ shareholders will vote on the acquisition shall be held on June 20, 2023. As of June 20, 2023, all conditions precedent have been satisfied and completion of the acquisition is still anticipated to take place on 30 June 2023.

St Barbara’s financial adviser is Macquarie Capital (Australia) Limited and its legal adviser is King & Wood Mallesons. Genesis' financial adviser is Sternship Advisers and its legal adviser is Thomson Geer.

Genesis Minerals Limited (ASX:GMD) completed the acquisition of Leonora Assets of St Barbara Limited on June 30, 2023.