Scheme Booklet

Important information

For personal use only

Important Information

This Scheme Booklet contains important information

The purpose of this Scheme Booklet is to explain the terms of the Scheme, the manner in which the Scheme will be considered and implemented (if the Scheme Conditions are satisfied), and to provide such information as is prescribed or otherwise material for Bardoc Scheme Shareholders when deciding whether or not to vote in favour of the Scheme. This document includes the explanatory statement required by section 412(1) of the Corporations Act in relation to the Scheme. You should read this document in its entirety before making a decision on whether or not to vote in favour of the Scheme.

Investment decisions

This Scheme Booklet is for Bardoc Scheme Shareholders collectively and does not take into account an individual's investment objectives, financial situation, taxation position or other particular needs.

This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme, Bardoc Shares or New St Barbara Shares. If you are in any doubt about what you should do, you should seek independent legal, financial or other professional advice before making any investment decision in relation to the Scheme.

Responsibility for information

The information concerning the Bardoc Group contained in this Scheme Booklet, including financial information and information as to the views and recommendations of the Bardoc Directors, has been provided by Bardoc and is the responsibility of Bardoc. Neither St Barbara, nor its advisers, nor the advisers of Bardoc assume any responsibility for the accuracy or completeness of that information.

The St Barbara Information has been provided by St Barbara and is the responsibility of St Barbara. Neither Bardoc, nor its advisers, nor the advisers of St Barbara assume any responsibility for the accuracy or completeness of that information.

RSM Corporate Australia Pty Ltd has prepared the Independent Expert's Report set out in Annexure A of this Scheme Booklet and takes responsibility for that report. St Barbara, Bardoc and their respective advisers do not assume any responsibility for the accuracy or completeness of the Independent Expert's Report.

Role of ASIC, ASX, and the Court

A copy of this Scheme Booklet has been examined by ASIC pursuant to section 411(2)(b) of the Corporations Act and lodged with, and registered by, ASIC under section 412(6) of the Corporations Act. Bardoc has requested ASIC provides statements, in accordance with section 411(17)(b) of the

Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides those statements, they will be produced to the Court on the Second Court Date.

A copy of this Scheme Booklet has been lodged with ASX.

Neither ASIC, ASX nor any of their officers takes any responsibility for the contents of this Scheme Booklet.

The Court is not responsible for the contents of this Scheme Booklet and, the fact that under section 411(1) of the Corporations Act the Court ordered on 22 February 2022 that a meeting of Bardoc Scheme Shareholders be convened by Bardoc to consider and vote on the Scheme and has approved the Scheme Booklet does not mean that the Court:

  1. has formed any view as to the merits of the proposed Scheme or as to how Bardoc Scheme Shareholders should vote (on this matter, Bardoc Scheme Shareholders must reach their own decision); and
  2. has prepared, or is responsible for, the content of this Scheme Booklet.

Forward-looking statements

This Scheme Booklet contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The statements contained in this Scheme Booklet about the advantages and disadvantages expected to result from the Scheme are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Bardoc, St Barbara and/or the Combined Group to be materially different from future results, performance or achievements expressed or implied by such statements. The operations and financial performance of Bardoc, St Barbara and/or the Combined Group, and the disposal of Participating Bardoc Shares in exchange for New St Barbara Shares are subject to various risks that are summarised in Section 10 of this Scheme Booklet and that may be beyond the control of Bardoc, St Barbara and/or the Combined Group.

As a result, Bardoc's actual results of operations and earnings and those of St Barbara and the Combined Group following implementation of the Scheme, as well as the actual advantages and disadvantages of the Scheme, may differ significantly from those that are anticipated in respect of timing, amount or nature and may never be achieved.

The forward-looking statements included in this Scheme Booklet reflect views only as of the date of this Scheme Booklet. None of Bardoc, St Barbara, the Bardoc Directors, the St Barbara Directors or any other person gives any representation, assurance or guarantee that the occurrence of the events

page i

Scheme Booklet

Reasons why you should accept the Offer

For personal use only

expressed or implied in any forward-looking statements in this Scheme Booklet will actually occur and you are cautioned not to place undue reliance on such forward-looking statements.

All written and oral forward-looking statements attributable to Bardoc, St Barbara or any person acting on their behalf are qualified by this cautionary statement. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, neither Bardoc nor St Barbara give any undertaking to update or revise any such statements after the date of this Scheme Booklet to reflect any change in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based.

New Zealand Shareholders

This Scheme Booklet is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand Regulatory Authority under or in accordance with the Financial Markets Conduct Act 2013 (or any other relevant New Zealand law). In offering New St Barbara Shares under the Scheme in New Zealand, St Barbara is relying on an exemption contained in the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 and accordingly, this Scheme Booklet may not contain all the information that a disclosure document is required to contain under New Zealand law. New Zealand investors should seek their own advice and satisfy themselves as to the Australian and New Zealand tax implications of participating in the Scheme.

Ineligible Foreign Shareholders

This Scheme Booklet has been prepared having regard to Australian disclosure requirements. Other countries may have different legislative and regulatory requirements.

Neither this Scheme Booklet nor the Scheme constitute, or are intended to constitute, an offer of securities in any place in which or to any person to whom, the making of such an offer would not be lawful under the laws of any jurisdiction outside Australia and its external territories and New Zealand. Bardoc Scheme Shareholders who are not residents of Australia and its external territories or New Zealand should refer to Sections 5.7 and 5.8 of this Scheme Booklet for further information.

Privacy and Entitlement to inspect Bardoc Registers

Personal information may be collected by Bardoc and St Barbara in the process of implementing the Scheme. This information may include the name, contact details, security holding details of Bardoc Shareholders, and the names of individuals appointed to act as proxy, attorney or corporate representative by a Bardoc Scheme Shareholder at the Scheme Meeting. The primary purpose for collecting this personal information is to assist Bardoc and St Barbara to conduct the Scheme Meeting and implement the Scheme.

Any personal information collected may be disclosed to Bardoc's and St Barbara's respective share registries, advisers, print and mail service providers and related bodies to the extent necessary to effect the Scheme. Bardoc Shareholders are entitled under section 173 of the Corporations Act to inspect and obtain copies of personal information collected. Bardoc Shareholders should contact Computershare in the first instance if they wish to access their personal information.

Defined terms

Capitalised terms and certain other terms used in this Scheme Booklet are defined in the Glossary of defined terms in Section 15.

The Independent Expert's Report set out in Annexure A has its own defined terms and those terms are sometimes different to the defined terms in the Glossary.

Currency

All references in this Scheme Booklet to "$", "AUD", "A$" or "dollar" are references to Australian currency unless otherwise indicated.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, their actual calculation may differ from the calculations set out in this Scheme Booklet.

Reference to time

All references in this document to time relate to the time in Perth, Western Australia, unless otherwise specified.

Date of this document

This document is dated 22 February 2022.

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IMPORTANT INFORMATION REGARDING DIRECTOR'S RECOMMENDATIONS

For personal use only

Bardoc notes that Mr Tony Leibowitz (Bardoc's Non-Executive Chairman) has a Relevant Interest in 5,882,849 Bardoc Shares (being an interest of 1.91%) and 166,666 Bardoc Class G Performance Rights (comprising 4,716,183 Bardoc Shares and 166,666 Class G Performance Rights held by Kalonda Pty Ltd , 333,333 Bardoc Shares held by Kalonda Pty Ltd and 833,333 Bardoc Shares held by Floreat Investments Pty Ltd, each being an entity of which Mr Leibowitz is a director and is controlled by Mr Leibowitz). If the Scheme is approved by the Court on the Second Court Date, in addition to his entitlement as a Bardoc Shareholder, Mr Leibowitz's 166,666 Bardoc Class G Performance Rights will be deemed to have vested and converted, which will result in 166,666 Bardoc Shares being issued to Mr Leibowitz. Accordingly, in such circumstances, Mr Leibowitz will hold a total of 6,049,515 Bardoc Shares (being an interest of 2.03% in Bardoc immediately prior to implementation of the Scheme), all of which would be entitled to participate in the Scheme. Mr Leibowitz will also receive an additional $50,000 from Bardoc for services in relation to Bardoc's previous strategic review.

The Bardoc Board (in the absence of Mr Leibowitz) and, separately, Mr Leibowitz, have determined that Mr Leibowitz can, and should, if he wishes to do so, make a recommendation on the Scheme notwithstanding the nature of the benefits (being the aggregate Scheme Consideration of 2,180,245 New St Barbara Shares, equating to approximately $3,139,553)2 which will be received by Mr Leibowitz if the Scheme is implemented.

Bardoc notes that Mr Neil Biddle (an Executive Director of Bardoc) has a Relevant Interest in 6,383,796 Bardoc Shares (being an interest of 2.21%) and 333,333 Bardoc Class G Performance Rights (comprising 733,333 Bardoc Shares held by Hatched Creek Pty Ltd and 5,559,082 Bardoc Shares and 333,333 Class G Performance Rights held by Biddle Partners Pty Ltd and 91,381 Bardoc Shares held by Biddle Partners Pty Ltd each being an entity of which Mr Biddle is a director and is controlled by Mr Biddle).

If the Scheme is approved by the Court on the Second Court Date, in addition to his entitlement as a Bardoc Shareholder, Mr Biddle's 333,333 Bardoc Class G Performance Rights will be deemed to have vested and converted, which will result in 333,333 Bardoc Shares being issued to Mr Biddle. Accordingly, in such circumstances, Mr Biddle will hold a total of 6,717,129 Bardoc Shares (being an interest of 2.25%), all of which would be entitled to participate in the Scheme.

The Bardoc Board (in the absence of Mr Biddle) and, separately, Mr Biddle, have determined that Mr Biddle can, and should, if he wishes to do so, make a recommendation on the Scheme notwithstanding the nature of the benefits (being the aggregate Scheme Consideration of 2,420,853 New St Barbara Shares, equating to approximately $3,486,028)3 which will be received by Mr Biddle by virtue of being an indirect Bardoc Shareholder if the Scheme is implemented.

Bardoc notes that Mr Rowan Johnston (a Non-executive Director of Bardoc) has a Relevant Interest in 867,828 Bardoc Shares (being an interest of 0.30%) and 666,666 Bardoc Class G Performance Rights held by Mr Robert Rowan Andrew Johnston & Mrs Pia Johnston being an entity controlled by Mr Johnston). If the Scheme is approved by the Court on the Second Court Date, in addition to his entitlement as a Bardoc Shareholder, Mr Johnston's 666,666 Bardoc Class G Performance Rights will be deemed to have vested and converted, which will result in 666,666 Bardoc Shares being issued to Mr Johnston. Accordingly, in such circumstances, Mr Johnston will hold a total of 1,534,494 Bardoc Shares (being an interest of 0.51%), all of which would be entitled to participate in the Scheme.

The Bardoc Board (in the absence of Mr Johnston) and, separately, Mr Johnston, have determined that Mr Johnston can, and should, if he wishes to do so, make a recommendation on the Scheme notwithstanding the nature of the benefits (being the aggregate Scheme Consideration of 553,032 New St Barbara Shares, equating to approximately $796,366)4 which will be received by Mr Johnston by virtue of being an indirect Bardoc Shareholder if the Scheme is implemented.

Bardoc notes that Mr John Young (a non-executive Director of Bardoc) holds or controls 6,666,666 Bardoc Shares (being an interest of 2.30%) and 333,333 Bardoc Class G Performance Rights (comprising 2,533,333 Bardoc Shares held by John Alexander Young & Cheryl Kaye Young and 3,400,000 Bardoc Shares held by John Alexander Young & Cheryl Kaye Young and 733,333 Bardoc Shares and 333,333 Bardoc Class G Performance Rights held by Cheryl Kaye Young, each being entities controlled by Mr Young). If the Scheme is approved by the Court on the Second Court Date, in addition to his entitlement as a Bardoc Shareholder, Mr Young's 333,333 Bardoc Class G Performance Rights will be deemed to have vested and converted, which will result in 333,333 Bardoc
  1. Calculated based on the closing price of St Barbara Shares of $1.44 as at the Last Practicable Date.
  2. Calculated based on the closing price of St Barbara Shares of $1.44 as at the Last Practicable Date.
  3. Calculated based on the closing price of St Barbara Shares of $1.44 as at the Last Practicable Date.

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For personal use only

Shares being issued to Mr Young. Accordingly, in such circumstances, Mr Young will hold a total of 6,999,999 Bardoc Shares (being an interest of 2.35%), all of which would be entitled to participate in the Scheme.

The Bardoc Board (in the absence of Mr Young) and, separately, Mr Young, have determined that Mr Young can, and should, if he wishes to do so, make a recommendation on the Scheme notwithstanding the nature of the benefits (being the aggregate Scheme Consideration of 2,522,800 New St Barbara Shares, equating to approximately $3,632,832)5 which will be received by Mr Young by virtue of being an indirect Bardoc Shareholder if the Scheme is implemented.

Bardoc notes that Mr Peter Buttigieg (a non-executive Director of Bardoc) holds or controls 13,006,461 Bardoc Shares (being an interest of 4.49%), 208,333 Bardoc Class F Performance Rights and 208,333 Bardoc Class G Performance Rights (comprising 9,153,539 Bardoc Shares and 208,333 Bardoc Class F Performance Rights and 208,333 Bardoc Class G Performance Rights held by P&J Buttigieg Nominees Pty Ltd (an entity of which Mr Buttigieg is a director) and 3,852,922 Bardoc Shares held by Peter Anthony Buttigieg and Jennifer Lynn Buttigieg . If the Scheme is approved by the Court on the Second Court Date, in addition to his entitlement as a Bardoc Shareholder, Mr Buttigieg's 208,333 Bardoc Class F Performance Rights and 208,333 Bardoc Class G Performance Rights will be deemed to have vested and converted, which will result in 416,666 Bardoc Shares being issued to Mr Buttigieg. Accordingly, in such circumstances, Mr Buttigieg will hold a total of 13,423,127 Bardoc Shares (being an interest of 4.50%), all of which would be entitled to participate in the Scheme.

The Bardoc Board (in the absence of Mr Buttigieg) and, separately, Mr Buttigieg, have determined that Mr Buttigieg can, and should, if he wishes to do so, make a recommendation on the Scheme notwithstanding the nature of the benefits (being the aggregate Scheme Consideration of 4,837,695 New St Barbara Shares, equating to approximately $6,966,281)6 which will be received by Mr Buttigieg by virtue of being an indirect Bardoc Shareholder if the Scheme is implemented.

  1. Calculated based on the closing price of St Barbara Shares of $1.44 as at the Last Practicable Date.
  2. Calculated based on the closing price of St Barbara Shares of $1.44 as at the Last Practicable Date.

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Bardoc Gold Ltd. published this content on 23 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 February 2022 00:58:06 UTC.