SOURCE: Allied Gold Mining PLC

August 30, 2012 10:08 ET

Sanction of Scheme and Reduction of Capital

QUEENSLAND, AUSTRALIA--(Marketwire - Aug 30, 2012) -


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.

30 August 2012

                         ALLIED GOLD MINING PLC

RECOMMENDED ACQUISITION OF ALLIED GOLD MINING PLC BY ST BARBARA LIMITED

SANCTION OF SCHEME AND CONFIRMATION OF REDUCTION OF CAPITAL BY THE
                                 COURT

The Directors of Allied Gold Mining PLC ("Allied Gold" or the"Company") are
pleased to announce that today, at the Court Hearing,
the Court has:

(1) made an order sanctioning the Scheme; and

(2) made an order confirming the Capital Reduction associated with
the Scheme,

to effect the proposed acquisition by St Barbara Limited ("St Barbara")
of the entire issued and to be issued share capital of the Company
(the"Acquisition").

Following receipt of confirmation from St Barbara, the Directors of
Allied Gold are also pleased to announce that the Conditions set out in
Part Three of the Scheme Document have now been satisfied or waived.

It is expected that the Scheme Court Order will be delivered to the
Registrar of Companies today, 30 August 2012, and accordingly the
Scheme will today become binding.

It is further expected that the Capital Reduction Court Order will be
delivered to the Registrar of Companies on Friday 7 September 2012 and
accordingly the Scheme will become fully effective on that date.

Next steps

As announced by the Company on 28 August 2012, dealings in Allied Gold
Shares on the London Stock Exchange's Main Market for listed securities
will be suspended at 7.30 a.m. on 7 September 2012. Dealings in Allied
Gold Shares on the TSX will be suspended before the TSX opens on 7
September 2012. The last day of trading in Allied Gold CDIs on the ASX
is intended to be 31 August 2012.

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. De-listing
from the TSX will occur at the end of the trading day in Canada on 7
September 2012.

If the Scheme does become fully effective on 7 September 2012, it is
expected that the admission of the St Barbara Consideration Shares to
trading on the ASX will take effect by 8.00 a.m. on 13 September 2012
and Cash Consideration will be despatched to Allied Gold Shareholders
by that date.

The dates stated above are indicative only. If any of the times and/or
dates above change, the revised times and/or dates will be notified to
Allied Gold Shareholders by announcement through a Regulatory
Information Service.

Other

Terms and expressions in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the
document sent to shareholders in relation to the Scheme dated 18 July
2012.


Enquiries

Allied Gold

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

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.

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

END

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