ST BARBARA LTD

26 Apr 2013listing compliance notice● NeutralMajor

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.

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27 Sept 2004listing compliance notice▼ BadMajor

ST BARBARA LTD deregistered its securities, ending its obligation to file reports with the SEC.

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17 Mar 2004business combination▼ BadMajor

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%.

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2 Feb 2004business combination● NeutralMajor

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.

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23 Dec 2003business combination▲ GoodMajor

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.

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9 Apr 2003auditor change▼ BadMajor

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.

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5 Dec 2002resource reserve update● NeutralMajor

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.

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2 Oct 2002resource reserve update● NeutralMajor

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.

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