Allied Gold Mining Plc - Acquisition Timetable Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

QUEENSLAND, AUSTRALIA -- (Marketwire) -- 08/28/12 --

28 August 2012

ALLIED GOLD MINING PLC ("Allied Gold")
RECOMMENDED ACQUISITION OF ALLIED GOLD BY ST BARBARA LIMITED ("St Barbara")

TIMETABLE UPDATE

In connection with the proposed acquisition of Allied Gold by St Barbara, as set out in the Scheme Circular, the Court Hearing at which the Court will consider whether to sanction the Scheme and confirm the associated Reduction of Capital is scheduled to be held on 30 August 2012.

Since publication of the Scheme Circular, Allied Gold has been discussing the implementation of the transaction timetable across the three different exchanges on which the Company's securities are traded with each of the UK Listing Authority (the "UKLA") and the regulatory authorities governing both the ASX and the TSX.

It is intended that the Scheme Court Order will be filed with the Registrar of Companies on 30 August 2012. However, as part of the settlement requirements of the ASX rules, the Capital Reduction Court Order cannot be filed with the Registrar of Companies before 7 September 2012. On this date, following the filing of the Capital Reduction Court Order and its registration with the Registrar of Companies, the Scheme will become fully effective and Allied Gold will become a subsidiary of St Barbara.


Update re: suspension of trading

In the light of the above and to avoid an unduly long period of suspension in trading of Allied Gold Shares, application has been made for the listing of Allied Gold Shares on the Official List of the UKLA and admission to trading on the London Stock Exchange's main market for listed securities to be suspended with effect from 7.30 a.m. (London time) on 7 September 2012, instead of 6.00 p.m. on 29 August 2012 as originally set out in the Scheme Circular.

The listing of Allied Gold Shares on the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange's main market for listed securities will be cancelled with effect from 8.00 a.m. (London time) on 10 September 2012.

Dealings in Allied Gold Shares on the TSX will also be suspended before the TSX opens on 7 September 2012. De-listing from the TSX will occur at the end of the trading day in Canada on 7 September 2012.

Dealings in Allied Gold CDIs on the ASX will be suspended from 6.00 p.m. (Australian Eastern Standard Time) on 31 August 2012. This is the position as originally set out in the Scheme Circular and remains unchanged.

A revised timetable for the remaining phase of the transaction is set out in the Appendix to this announcement but other than the changes relating to the suspension of trading on the LSE and the TSX as set out above, the timetable remains unchanged from the position as originally set out in the Scheme Circular.


Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Circular.



Enquiries

Allied Gold

Joe Dowling, General Manager Investor Relations and +61 403 369 232
Communications

RBC (Financial Adviser and Corporate Broker to Allied Gold)

Stephen McPherson, Jonathan Stephens, M&A (UK) +44 20 7653 4000

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

Stephen Foss, Matthew Coakes, Corporate Broking +44 20 7653 4000

St Barbara

Ross Kennedy, Executive General Manager Corporate +613 8660 1903
Services / Company Secretary
Lazard (Lead Financial Adviser to St Barbara)

Eka Nirapathpongporn, Managing Director +613 9657 8414


Media Enquiries

Buchanan (UK Media Adviser to Allied Gold)

Bobby Morse +44 20 7466 5000

Cornelia Browne +44 20 7466 5000

Nightingale (Media Adviser to St Barbara)

Switchboard +613 9614 6930

Tim Williamson +61 458 680 130

Lisa Keenan +61 409 150 771

StockWell (UK Media Adviser to St Barbara)

Switchboard +44 20 3370 0013

Philip Gawith +44 7887 954 048

Rob Morgan +44 7557 413 275


RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to
herein

Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.

Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.


Further information

This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Scheme Document, which
contains the full terms and conditions of the Offer. Allied Gold and St
Barbara urge Allied Gold Shareholders to read the Scheme Document which
has been distributed to Scheme Shareholders (with the exception of
certain Excluded Overseas Shareholders), as it contains important
information relating to the Offer.

This announcement does not constitute a prospectus or prospectus
equivalent document.

This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.


Overseas shareholders

The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.

The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.

Further details in relation to overseas Allied Gold Shareholders are
contained in the Scheme Document.

The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is (a) a 'foreign private
issuer' as defined under Rule 3b-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and (b) a "designated foreign
issuer" under applicable Canadian securities laws. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under Australian law,
Canadian securities law or the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements and practices of Australian, Canadian or US shareholder
vote, proxy and tender offer rules. Financial information included in
the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of Australian, Canadian or US companies.

No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.

Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or


indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.

Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.


Publication on website

A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.stbarbara.com.au and
www.alliedgold.com.au by no later than 12 noon (London time) on the
Business Day following the date of this announcement.

Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.


APPENDIX

REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for
implementation of the Acquisition.

All times are London time unless otherwise stated

Event Expected time/date

Court Hearing (to sanction the Scheme and to 30 August 2012
confirm the Reduction of Capital)
Filing of the Scheme Court Order with the
Registrar of Companies 30 August 2012

Last day of trading in Allied Gold CDIs 31 August 2012(1)

Last day of dealings in, and for registration 6 September 2012(1)
of transfers of, and disablement in CREST of,
Allied Gold Shares

Suspension of dealings in Allied Gold Shares commencement of trading
on the LSE and the TSX on 7 September 2012
(1)

Scheme Record Time 10.00 a.m (5.00 p.m.
Perth Time) on 7
September 2012(1)

Last day for lodging Forms of Election (or in 10.00 a.m. (5.00 p.m.
the case of CREST holders, submitting Perth Time) on 7
electronic election instructions through September 2012(1)
CREST)

Last day for submitting Letters of Transmittal 5.00 a.m. (Toronto
for the purposes of electing for Canadian Time) on 7 September
Dollars 2012(2)

Filing of the Capital Reduction Court Order 7 September 2012(1)

Expected commencement of trading in St Barbara 13 September 2012
Consideration Shares on ASX

Despatch of statements confirming allotment by 13 September 2012(1)
and issue of St Barbara Consideration Shares

Despatch of cheques or direct payment in by 13 September 2012(1)
respect of the Cash Consideration and
settlement through CREST

Latest date by which Scheme must be 10 October 2012(3)
implemented


(1) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
confirms the Capital Reduction and whether the Conditions are satisfied
or waived.

(2) Any Allied Gold Ordinary shareholder on the Canadian Register
who submits a Letter of Transmittal after the Scheme Record Time will,
notwithstanding any instructions to the contrary, be deemed not to have
made an election to receive (i) the Cash Consideration in Canadian
Dollars and (ii) the St Barbara Consideration Shares on a CHESS
Sponsored Holding. Such an Allied Gold Ordinary Shareholder will
receive the Cash Consideration in Australian Dollars and the St Barbara
Consideration Shares on the issuer sponsored sub-register of St Barbara
Shares after they complete and sign the Letter of Transmittal and
return it, together with the certificate(s) representing their Allied
Gold Shares (if any) and any other required documents and instruments,
to Computershare Canada, in accordance with the procedures set out in
the Letter of Transmittal.

(3) The latest date by which the Scheme must be implemented may be
extended by agreement between Allied and St Barbara with the prior
consent of the Panel and (if required) the approval of the Court.

To the extent any of the above expected dates or times change, Allied
Gold will give notice of any such changes and details of the revised
dates and/or times to Allied Gold Ordinary Shareholders and Allied Gold
CDI Holders by issuing an announcement through a Regulatory Information
Service.


This information is provided by RNS
The company news service from the London Stock Exchange

END



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