MELBOURNE: St Barbara Limited has signed a binding agreement to sell its remaining interest in the New Simberi Gold Project to Lingbao Gold Group in a deal worth about A$453 million ($410 million cash plus a $43 million repayment), the company announced Thursday.

The transaction, which remains subject to regulatory and shareholder approvals, is expected to close in the March quarter of 2027.

Deal Terms

Under the agreement, St Barbara will sell its remaining ownership in Tabar Islands Holdings Pty Ltd, which owns 100% of New Simberi and the Tabar Islands exploration licenses. Lingbao will pay A$410 million in cash and repay about A$43 million representing St Barbara’s share of construction capital for New Simberi between April 2026 and the signing of the agreement. Lingbao will also fund St Barbara’s share of capital requirements from signing through completion.

On completion, Lingbao will grant St Barbara a 2.75% net smelter return royalty on all gold and silver produced from New Simberi, plus a 1.5% NSR royalty on all minerals produced from the Tabar Islands exploration licenses. The royalties take effect July 1, 2027, and Lingbao is providing a parent company guarantee for its royalty payment obligations.

St Barbara’s pro-forma assets after completion are expected to include about A$880 million in cash, the 15-Mile Processing Hub Project, the Touquoy Restart Project, and the royalty portfolio — with no debt or hedging.

Strategic Rationale

Managing Director and CEO Andrew Strelein said the deal crystallizes value that had not been reflected in the company’s share price.

“This transaction will crystallise substantial value for St Barbara shareholders and allows the Company to focus on the development of the Nova Scotia gold projects and the attractive exploration portfolio surrounding the 15-Mile Processing Hub,” Strelein said. “The Company’s interest in New Simberi has never been fully reflected in the Company’s share price and this transaction resolves that situation at a logical point for Lingbao to take full control of New Simberi.”

The company said the divestment streamlines its portfolio and enables it to concentrate on the Nova Scotia Gold Projects, with the Touquoy Restart planned to begin by December 2026.

Royalty Valuation

Based on the Initial Life of Mine Plan, New Simberi is forecast to produce 2.2 million ounces (2.0 million payable) of gold over an initial 13-year mine life. At a 5% discount rate and a gold price assumption of US$4,000 per ounce, the New Simberi royalty carries a net present value of A$212 million, according to the company.

Conditions and Risks

Completion is subject to several conditions, including regulatory approvals from China and Papua New Guinea, St Barbara shareholder approval by simple majority, and Lingbao shareholder approval. Either condition related to shareholder votes may be waived if not required under applicable listing rules. Lingbao may terminate the deal if a material adverse event occurs before completion.

Shareholder Returns

Subject to completion, the board is considering an additional fully franked special dividend of about A$0.13 per share, on top of the A$0.05 per share dividend declared Aug. 28. The board also reaffirmed it is weighing an on-market share buyback of up to 100 million shares, with a decision expected after the release of an updated pre-feasibility study for the 15-Mile Processing Hub Project due later this month.

The company cautioned that any additional dividend, buyback or strategic review depends on market conditions and other factors, and there is no guarantee a decision will be made to proceed.

Background

As announced in December 2025, Simberi Gold Company Limited — a wholly owned subsidiary of Tabar Islands Holdings — agreed to sell a 20% interest in New Simberi to Eda Minerals Limited, a subsidiary of Kumul Mineral Holdings Ltd, for $100 million to form the New Simberi Gold Joint Venture. Once that transaction closes, the purchase price and Kumul’s share of capital expenditure will be repaid from future sales.

Macquarie Capital (Australia) Limited is St Barbara’s financial adviser, and Allens is its legal adviser.