ST BARBARA LTD (ASX:SBM) company history: the story so far

History

Nord Pacific, a cash-starved Papua New Guinea gold and nickel explorer, was taken over by Allied Gold in 2004 and now sits inside ASX-listed St Barbara.

2000-2003: Selling assets and running out of money

The record begins with Nord Pacific, the predecessor of today's St Barbara filer. In March 2000 it closed the sale of its 31.5% stake in the Ramu nickel-cobalt project in Papua New Guinea to Orogen Minerals. It received US$5 million at closing, with two further US$250,000 payments to come, and the deal settled disputes with Highlands Pacific, the 68.5% owner. The company expected a loss of about $4.7 million on the sale.

Its remaining focus was gold on Simberi Island in the Tabar Islands. In October 2002 it gave PGM Ventures an option over those resources. In December PGM exercised it, paying US$250,000 for an initial 25% of the mining lease, and a joint venture was signed. PGM could reach 51% by spending a further US$1.5 million and arranging financing. Nord Pacific hoped to keep 49% by raising about US$3.5 million, or else be diluted to a 15% carried interest.

Money was tight. In April 2003 the company said it had dropped its auditor KPMG because it could not pay, and had filed no financial reports with the SEC since September 2000.

2003-2004: Allied Gold steps in

In December 2003 Nord Pacific agreed to be acquired by Allied Gold through a Plan of Arrangement, with shareholders receiving one Allied share per Nord Pacific share (A$0.20). Allied also provided a credit facility of up to US$5.4 million, convertible into Nord Pacific shares. Nord Resources and directors holding about 8.9 million shares agreed to vote in favour, and litigation with Nord Resources was settled. A new auditor, Stark Winter Schenkein, was engaged.

PGM Ventures then said in January 2004 that it was making a formal bid for the shares, though no offer was actually made. The board stayed with Allied. On February 12 Allied converted its first note into 10,552,940 shares (about 33.6%), and its nominee Gregory Steemson became chairman, which the company said might be seen as a change of control. In March, PGM and Warrama asked a New Brunswick court to set aside the Allied transactions and 5,200,000 shares issued to directors. The company said it would defend. It also noted PGM had earned a 50% Simberi interest, subject to confirmation of its spending.

2004-2013: Absorbed into St Barbara

Allied Gold's acquisition of Nord Pacific completed on September 20, 2004, and a filing that month ended the SEC reporting obligation. The filings do not say how the court case or PGM's approach ended, and the record is quiet for years afterwards.

It resumes in 2012, when St Barbara bought Allied Gold Mining Limited by scheme of arrangement, completed September 7, 2012. On April 26, 2013, St Barbara, listed on the ASX since 1969, filed Form 15F to end its US reporting. ASX made up 96.1% of its trading in the year to March 2013, with US ADR volume about 3.9%.

Written from the 9 story beats below (2000 to 26 Apr 2013), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2013

26 Apr
St Barbara Limited, an Australian company listed on the ASX since 1969, filed to end its US reporting duty. It says it succeeded Allied Gold Mining Limited, which acquired Nord Pacific on September 20, 2004; St Barbara bought Allied Gold in a scheme of arrangement completed September 7, 2012. This shows the Allied Gold arrangement did complete and that the Nord Pacific filer lineage now sits under St Barbara; ASX accounted for 96.1% of trading in the year to March 31, 2013.
listing compliance notice

2004

27 Sept
ST BARBARA LTD deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
17 Mar
Allied Gold converted its first note on February 12, 2004 into 10,552,940 shares (about 33.6%), and its nominee Gregory Steemson replaced John Roberts as director and chairman; the company itself says this may be viewed as a change of control to Allied Gold. A further US$272,223 was borrowed on March 9, 2004 (convertible into 3,445,760 shares, which would take Allied to 40.2% if converted). PGM and Warrama (holding 5,000 and 80,000... specifically 5,000 and 75,000 shares) asked a New Brunswick court on March 2 to join the Nord Resources case and to set aside the Allied transactions and 5,200,000 shares issued to directors, with a hearing set for March 23, 2004; the company says it will defend. It also states PGM has earned a 50% Simberi interest (subject to confirmation of spending), and that if the Allied loans had to be repaid Nord Pacific could be diluted to 15%.
business combination
2 Feb
Nord Pacific's CEO wrote to shareholders about a hostile-sounding notice from its Simberi partner PGM Ventures, received January 14, 2004, saying PGM is 'making a formal bid' for the shares (paid in PGM and a related company's shares), though only for shares PGM considers valid. The board says it is staying on track with the Allied Gold arrangement; it notes that Allied advanced US$527,647 on January 14 for a note convertible into 10,552,940 shares, and that ending the Allied deal for a better offer would cost roughly US$1,000,000 (costs, US$240,000 break fee and loan repayment). No PGM offer had actually been made, and the filing is a pre-commencement communication.
business combination

2003

23 Dec
Nord Pacific agreed on December 20, 2003 to be acquired by Allied Gold Limited via a Plan of Arrangement, with shareholders effectively receiving one Allied Gold share per Nord Pacific share (A$0.20 per share). Allied Gold also granted a credit facility of up to US$5.4 million (US$2.3 million committed), maturing December 31, 2005 at LIBOR plus 2%, convertible into Nord Pacific shares at Allied's option. Nord Resources and directors holding about 8.9 million shares signed to vote in favour, and litigation with Nord Resources was settled. The company also engaged Stark Winter Schenkein as auditor, resolving the auditor vacancy from 2003. The deal still needs court, regulatory and two-thirds shareholder approval, expected around May or June 2004, so no shareholder position has ended yet.
business combination
9 Apr
Nord Pacific says it ended its relationship with its auditor KPMG because it lacked the funds to pay auditors, and it has not filed financial reports with the SEC since September 2000. KPMG's reports for 1998 and 1999 had no adverse opinions and there were no disagreements. For shareholders this confirms the company has gone about 2.5 years without audited accounts.
auditor change

2002

5 Dec
PGM Ventures exercised its option, paying US$250,000 for an initial 25% of the Simberi mining lease, and the two companies signed a joint venture agreement; this continues the October 2002 option deal. PGM can reach 51% by spending a further US$1.5 million by May 29, 2004 and arranging financing. Nord Pacific says it intends to keep a 49% interest by raising funds for its share of equity (about US$3.5 million), otherwise it can be diluted to a minimum 15% carried interest. Completion still needs TSX Venture Exchange approval.
resource reserve update
2 Oct
Nord Pacific signed an option agreement with PGM Ventures covering its gold resources on the Tabar Islands (Simberi Island) in Papua New Guinea. PGM can earn an initial 25% of Mining Lease 136 for US$250,000 (plus a $125,000 nonrefundable fee), up to 51% by spending $1.5 million and arranging financing, and up to 50% of the wider exploration licence with $2 million of spending; Nord Pacific's stake cannot be diluted below 15%. The filing also says major shareholder Nord Resources verbally objected to the deal.
resource reserve update

2000

27 Mar
Nord Pacific (the predecessor filer of this company's history) closed the sale of its 31.5% stake in the Ramu nickel-cobalt project in Papua New Guinea to Orogen Minerals on March 10, 2000. It received US$5 million at closing, with two further US$250,000 payments due on completion of financing and on start of commercial production. The deal also settled disputes with Highlands Pacific, the 68.5% owner, and the company expects a loss of about $4.7 million, booked in Q4 1999; proceeds are to reduce liabilities and boost cash.
asset acquisition disposition