Genesis Minerals Limited · ASX:GMD
Genesis Minerals — Merger or Acquisition (December 2022)
74 slides from Genesis Minerals's merger presentation, Dec 12, 2022
Slide 1: Creating a leading Australian gold house
For personal use only Not for release to US wire services or distribution in the United States Creating a leading Australian gold house Merger of St Barbara and Genesis to form Hoover House Demerger of St Barbara’s non-Leonora assets to form Phoenician Metals 12 December 2022
Slide 2: Important information
Important information Important: You must read the following before continuing. The following notices and disclaimers apply to this presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information containe
Slide 3: Important information
Important information Genesis Group As at the date of this presentation, Genesis owns approximately 77% of the shares in Dacian Gold Limited (Dacian) and accordingly controls Dacian. Unless otherwise indicated, all financial information and information relating to production For personal use only ta
Slide 4: Important information
Important information JORC Code It is a requirement of the ASX Listing Rules that the reporting of (amongst other things) exploration results and mineral resources in Australia comply with the 2012 edition of the Joint Ore Reserves Committee’s Australasian Code for Reporting For personal use only of
Slide 5: Important information
Important information Competent Person Statement - Genesis The Information in this Presentation that relates to Genesis’ Mineral Resources is based on information compiled by Mr Paul Payne, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Payne is a full-
Slide 6: Important information
Important information No liability The information contained in this Presentation has been prepared in good faith by St Barbara and Genesis. However, no guarantee, representation or warranty expressed or implied is or will be made by any person (including St Barbara, For personal use only Genesis, a
Slide 7: Investment highlights
Investment highlights • Merger of St Barbara and Genesis to form Hoover House: For personal use only ▪ A new leading Australian gold company focused exclusively on the prolific Leonora District, W.A. ▪ 14.7Moz Mineral Resources, 3.2Moz Ore Reserves1 ▪ Fully-funded, “capital-light” base case producti
Slide 8: Overview of merger, equity raising and demerger
Overview of merger, equity raising and demerger Creating a leading Australian gold house - long-life, high-quality, substantial organic growth For personal use only • Merger of St Barbara and Genesis, forming Hoover House (Merger), to be effected via a Genesis scheme of arrangement (Scheme) under wh
Slide 9: Post Merger and Demerger transaction structure
For personal use only Post Merger and Demerger transaction structure St Barbara Genesis Capital raising Hoover House St Barbara shareholders shareholders shares issued Limited shareholders 38% 41% 22% 20% 80% Hoover House Phoenician Metals Limited Limited 100% 20% 100% 100% Leonora Genesis Atlantic
Slide 10: Merger Overview
For personal use only 1 Merger Overview
Slide 11: Creating a leading Australian gold house
Creating a leading Australian gold house Logical regional consolidation - 100% focus on the +65Moz Leonora District1 For personal use only • 14.7Moz Mineral Resources / 3.2Moz Ore Reserves2 • Operational flexibility via unique optimisation of mines and mills • “Capital-light” business - A$400m elimi
Slide 12: Significant step in delivering the strategy for both companies
Significant step in delivering the strategy for both companies Merger accelerates both Genesis’ April 2022 five-year vision1 and St Barbara’s Leonora Province Plan2 For personal use only Mining and Geology and Costs / Commodity Jurisdiction Project Stage Scale VISION1 M&A Metallurgy Mine Life Financ
Slide 13: Alignment of core values
Alignment of core values A combination with progressive people, culture and ESG initiatives For personal use only St Barbara Genesis Values Our values guide us in our decision-making every day We act with honesty and integrity We treat people with respect We value working together We deliver to prom
Slide 14: People and culture
People and culture Our core values drive our culture and leadership, we encourage our people to think and act like owners For personal use only Thinking and acting Remuneration Skillsets from Loyal, engaged and like owners – target opportunities - Proven leadership exploration to Progressive ESG com
Slide 15: Sustainability credentials
Sustainability credentials Hoover House to benefit from St Barbara’s industry-leading sustainability initiatives, engagement and reporting For personal use only Sustainability alignment - St Barbara GHG intensity (CO2 emissions / Au oz produced) ✓ Sustainability Accounting Standards Board (SASB) Min
Slide 16: Hoover House - the launch
Hoover House - the launch Capital markets day September quarter 2023 For personal use only New strategic plan Five-year outlook to be provided • Vision • Production • Core values • Costs - AISC, growth capital • “Bottom-up” development: • People and culture, sustainability initiatives ▪ Strategic co
Slide 17: Hoover House Merger Rationale and Highlights
For personal use only 2 Hoover House Merger Rationale and Highlights
Slide 18: Hoover House Merger rationale
Hoover House Merger rationale Creates a leading Australian gold house with an extensive footprint in the world-class Leonora District For personal use only Logical consolidation of • High investor appetite for consolidation in the Leonora region 1 the world-class Leonora • Consistent with Genesis’ v
Slide 19: Logical consolidation of the Leonora District
1 Logical consolidation of the Leonora District Transaction expands St Barbara’s footprint in Leonora and accelerates Genesis’ Ulysses mine via the Leonora mill For personal use only • Creation of the central player in the tier-one Overview Key mines / projects Gwalia (St Barbara) +65Moz1 Leonora Di
Slide 20: Leadership and Governance
2 Leadership and Governance Hoover House Board and management is strongly aligned with shareholders For personal use only New team reflects the depth and expertise of both companies MergeCo Board of Directors St Barbara • Focused Board of 7 - 4:2:1 split between St Barbara:Genesis:New, >40% female G
Slide 21: Logical merger unlocks significant, near-term synergies
3 Logical merger unlocks significant, near-term synergies Transaction is a genuine win-win for all shareholders with substantial near-term synergies For personal use only Benefits to both sets of shareholders • Improved operational flexibility and reduced risk from access to multiple ore sources • M
Slide 22: ~A$400m capex win
3 ~A$400m capex win “Capital-light” - reduced near-term execution risk and funding requirements through combination For personal use only Pre-merger Hoover House Capital project estimates1 FY22 FY23 FY24 FY25 A$m Intent Focused exclusively on Zoroastrian mine construction 30 Deferred Leonora Leonora
Slide 23: Hoover House has increased scale and significance
4 Hoover House has increased scale and significance Well positioned within new mid-cap peer group, enhanced capital markets presence For personal use only Mineral Resources (Moz Au)1 Ore Reserves (Moz Au)1 Significant coverage universe Hoover House West African West African Perseus Regis Regis Perse
Slide 24: Focus on Leonora - right ores in the right mills
5 Focus on Leonora - right ores in the right mills Processing facility Ore source Current size1 Benefits to Hoover House shareholders For personal use only Resource: 27.1Mt @ 5.7g/t for 5.0Moz The addition of Ulysses Underground enables “quality > quantity” mining strategy Gwalia Underground PRODUCI
Slide 25: Leonora organic growth opportunities
6 Leonora organic growth opportunities Growth to +300kozpa; 3.2Moz of Ore Reserves1 +300kozpa assumes delivery of near term growth options: For personal use only Leonora mill (St Barbara) - 1.4Mtpa • Gwalia underground (St Barbara) - future-proofing / quality > quantity 300 • Ulysses underground (Ge
Slide 26: Leonora
For personal use only 3 Leonora
Slide 27: Gwalia - "heart of gold"
Gwalia - “heart of gold” World-class deposit with the enviable trifecta - grade, width and continuity For personal use only • Prolific high-grade, long-life deposit Gwalia long section • Life of mine plan underwritten by a heart of gold - 5,600oz per vertical metre ▪ All drill intercepts on long sec
Slide 28: Enter Ulysses
Enter Ulysses Ulysses = strategic asset, new high-grade shovel-ready mine: For personal use only • Prize 35km trucking to St Barbara’s Leonora mill: Ulysses - long section ▪ Shallow ore from ~50m below surface ▪ 2,400oz per vertical metre ▪ Free milling, low bond work index ▪ Competent geotechnical
Slide 29: Delivering Gwalia's true potential
Delivering Gwalia’s true potential Ulysses = unique opportunity to restore Gwalia up to 200kozpa1,5 with lower costs and lower risk For personal use only • Gwalia / Ulysses to be operated as one mine: Two becomes one5 ▪ Neighbouring deposits just 35km apart Gwalia Ulysses full scale4 Combined Annual
Slide 30: Tower Hill - high grade pit lost in time
Tower Hill - high grade pit lost in time Location, location, location For personal use only • Shallow 1.2Moz Mineral Resource / Tower Hill - long section 560koz Ore Reserve just 2km north of Gwalia1 • Bulk, high grade open pit opportunity; planned strike length +1km • 4,000oz per vertical metre • Pe
Slide 31: Tower Hill - Genesis Mining Services
Tower Hill - high grade pit lost in time Sizeable open pit opportunity… enter Genesis Mining Services For personal use only • Opportunity to apply unique ex-Saracen open Tower Hill - cross section pit mining model: ▪ Owner-operator ▪ Low cost Stage 1 ▪ Technically driven ▪ Scalable for additional in
Slide 32: Tower Hill - Genesis Mining Services
Tower Hill - high grade pit lost in time Sizeable open pit opportunity… enter Genesis Mining Services For personal use only • To re-evaluate Ore Reserves with Tower Hill - cross section lower costs: ▪ Mining - GMS owner operator ▪ Milling - Mt Morgans Stage 4 • Rail-line re-location: ▪ Alignment wit
Slide 33: Tower Hill - hidden in plain sight
Tower Hill - hidden in plain sight Simple, high grade, single pit For personal use only • Peers valued up to ~A$300/Resource oz Mid-small cap peers - Western Australian open pit Mineral Resource grades (g/t) 2.0 >1Moz Resources 1.5 1.0 0.5 0.0 Norseman Tower Hill Tropicana Mt Magnet Gruyere Mallina
Slide 34: Phoenician Metals Demerger
For personal use only 4 Phoenician Metals Demerger
Slide 35: Phoenician Metals overview
Phoenician Metals overview Phoenician Metals to realise the value of non-core assets for St Barbara shareholders For personal use only • Phoenician Metals is to be established with: ▪ High calibre management team dedicated to extracting value from Phoenician Metals ▪ 6.2Moz in Mineral Resources / 3.
Slide 36: Phoenician Asset Portfolio
Phoenician Asset Portfolio Impressive portfolio comprising St Barbara’s non-Leonora assets - well funded with a management team dedicated to extracting value For personal use only Atlantic operations, Nova Scotia Simberi operations, Papua New Guinea Investment portfolio, Australia Atlantic Operation
Slide 37: Leadership and governance
Leadership and governance Experienced Board and management team For personal use only Phoenician Metals Board of Directors Diverse range of skills, background and expertise • Board exclusively comprising of St Barbara Non-Executive Director’s who have experience with the Atlantic and Simberi operati
Slide 38: Phoenician Metals strategic focus
Phoenician Metals strategic focus Atlantic operations Corporate For personal use only Establish a distinctive corporate culture and identity focused on value Actively manage investment portfolio to enhance value Exploration of Back Creek (NSW) project Atlantic Prioritise development of Fifteen Mile
Slide 39: Atlantic
Atlantic Outstanding option value with 2.0Moz in Mineral Resources / 1.6Moz in Ore Reserves For personal use only • Located ~80 kilometres Atlantic north-east of Halifax, Operations Nova Scotia, Canada • Mining of the current open pit commenced in Touquoy in 2017 • Conventional carbon in leach circu
Slide 40: Phoenician Metals' Atlantic strategy reset
Phoenician Metals’ Atlantic strategy reset • Prioritise Fifteen Mile Stream and target development in FY26 For personal use only • Investigate repurposing of Touquoy processing facility for use at Fifteen Mile Stream ▪ Lower capital cost and construction time ▪ Transport concentrate – reduced trucki
Slide 41: Simberi
Simberi Outstanding option value with 4.2Moz in Mineral Resources and 2.1Moz in Ore Reserves For personal use only Simberi Simberi Operations • Simberi consists of an open cut mine on the northernmost island in the Tabar group of islands in the province of New Ireland in Papua New Guinea • Success o
Slide 42: Phoenician Metals' Simberi strategy reset
Phoenician Metals’ Simberi strategy reset • Resource development drilling in FY24 to resume expansion of For personal use only Mineral Resource and Ore Reserve (current Mineral Resource bottoms on drilling) • Extend oxide production through FY25 from Ore Reserve optimisation • Target further extensi
Slide 43: Phoenician Metals positioning
Phoenician Metals positioning Ex-Australia multiples imply potential valuation uplift for Phoenician - peer average EV/Resource of A$151/oz with 6.2Moz in Mineral Resources, and peer average EV/ Reserve of A$381/oz with 3.7Moz in Ore Reserves For personal use only EV / Resource (A$/oz Au) EV / Reser
Slide 44: Phoenician Metals' value proposition
Phoenician Metals’ value proposition Realising the value of non-core St Barbara assets For personal use only • Two operating gold assets ▪ Both with organic expansion options 1 ▪ FY23E production of 110-130koz at A$2,200-2,450/oz • Strong and flexible balance sheet, supported by – ▪ A$85m2 cash / ni
Slide 45: Equity Raising
For personal use only 5 Equity Raising
Slide 46: Equity raising - overview
Equity raising - overview Genesis to conduct a conditional placement to ensure Hoover House and Phoenician Metals are well capitalised For personal use only • Conditional Placement to institutional investors to raise up to A$275M (Placement) comprising the issue of up to 229.2m new shares in Genesis
Slide 47: Equity raising - use of funds
Equity raising - use of funds Sources and Uses For personal use only Sources A$m Details Conditional Placement 275 Refer to slide 46 for further information TOTAL 275 Uses A$m Details Gwalia re-set / future-proofing 50 Progressing organic growth opportunities across Gwalia, supporting the path to +3
Slide 48: Summary
For personal use only 6 Summary
Slide 49: Hoover House merger is a genuine "win-win"
Hoover House merger is a genuine “win-win” Compelling opportunity to create a leading ASX gold house For personal use only Extensive position in the prolific Leonora District Targeting sustainable, high-quality earnings with “capital-light” production growth High investor appetite for sensible regio
Slide 50: Phoenician demerger provides additional upside for St Barbara shareholders
Phoenician demerger provides additional upside for St Barbara shareholders Creation of a diverse new gold company with industry-leading resources, reserves and exploration upside For personal use only Dedicated high quality Board and Management team with a range of geographical experience Well funde
Slide 51: Transaction timetable
Transaction timetable Scheme implementation expected to be completed by May 2023 For personal use only Key Dates Date Conditional Placement Trading halt and launch of placement 12 December 2022 Trading halt lifted and announcement of completion of conditional placement 14 December 2022 Dispatch Noti
Slide 52: Appendix
For personal use only A Appendix
Slide 53: Appendices
For personal use only APPENDICES A PRO-FORMA SNAPSHOT B DACIAN UPDATE C COMBINED ORE RESERVES D COMBINED MINERAL RESOURCES E KEY RISKS F FOREIGN OFFER JURISDICTIONS G PRODUCTION TARGET MATERIAL ASSUMPTIONS 53
Slide 54: Appendix A - Pro-forma snapshot
APPENDIX A – PRO-FORMA SNAPSHOT Pro-forma entities For personal use only St Barbara Genesis Equity raising Hoover House Phoenician Share price A$ $0.65 $1.20 $1.20 30-day VWAP A$ $0.61 $1.24 No. ordinary shares1 M 817 410 229 Market Capitalisation A$M 531 490 275 % shareholding in MergeCo % 37.8% 40
Slide 55: Appendix B - Dacian update
APPENDIX B – DACIAN UPDATE Genesis owns approximately 77% of Dacian, with the Takeover Bid remaining open for acceptance For personal use only • Dacian owns strategic 2.9Mtpa processing plant in the heart of the Leonora district Looking South-East towards Jupiter open pits3 • Dacian strategic review
Slide 56: Appendix C - Combined Ore Reserves
APPENDIX C - COMBINED ORE RESERVES Hoover House Ore Reserves by deposit For personal use only Proved Probable Total Tonnes Ounces Tonnes Ounces Tonnes Ounces Deposit Grade (g/t Au) Grade (g/t Au) Grade (g/t Au) (000’s) (000’s) (000’s) (000’s) (000’s) (000’s) St Barbara1,2 Gwalia 1,543 7.3 361 11,318
Slide 57: Appendix C - Combined Ore Reserves
APPENDIX C - COMBINED ORE RESERVES Phoenician Metals Ore Reserves by deposit For personal use only Proved Probable Total Tonnes Ounces Tonnes Ounces Tonnes Ounces Deposit Grade (g/t Au) Grade (g/t Au) Grade (g/t Au) (000’s) (000’s) (000’s) (000’s) (000’s) (000’s) St Barbara1 Simberi Oxide 2,718 1.2
Slide 58: Appendix D - Combined Mineral Resources
APPENDIX D - COMBINED MINERAL RESOURCES Hoover House Mineral Resources by deposit For personal use only Measured Indicated Inferred Total Deposit Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s) Grad
Slide 59: Appendix D - Combined Mineral Resources
APPENDIX D - COMBINED MINERAL RESOURCES Phoenician Metals Mineral Resources by deposit For personal use only Measured Indicated Inferred Total Deposit Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s) Grade (g/t Au) Ounces (000’s) Tonnes (000’s)
Slide 60: Appendix E - Key Risks
APPENDIX E - KEY RISKS Introduction A number of risks and uncertainties, which are specific to Genesis, St Barbara, the Scheme, the Demerger and/or the Placement, and of a more general nature may affect the future operating and financial performance of Genesis, St Barbara, the combined merged entity
Slide 61: Appendix E - Key Risks
APPENDIX E - KEY RISKS Integration risk The long-term success of Hoover House will depend, amongst other things, on the success of management in integrating the respective businesses and the strength of management of Hoover House. There is no guarantee that the businesses of Hoover House will be abl
Slide 62: Appendix E - Key Risks
APPENDIX E - KEY RISKS There may be unexpected delays, costs or other issues in separating St Barbara and Phoenician Metals as standalone entities The business units within St Barbara (pre-demerger) are supported by shared corporate services infrastructure, including the provision of services relati
Slide 63: Appendix E - Key Risks
APPENDIX E - KEY RISKS Risks relating to Genesis, St Barbara and Hoover House Takeover Bid for Dacian For personal use only Genesis has made an off-market takeover bid for all the fully paid ordinary shares in Dacian. There is no guarantee that Genesis will obtain 100% of the fully paid ordinary sha
Slide 64: Appendix E - Key Risks
APPENDIX E - KEY RISKS Geological and geotechnical risk There is a risk that unforeseen geological and geotechnical difficulties may be encountered when developing and mining mineral deposits, such as unusual or unexpected geological conditions, pit wall slips and failures, rock bursts, seismicity a
Slide 65: Appendix E - Key Risks
APPENDIX E - KEY RISKS Production, cost and capital estimates St Barbara prepares estimates of future production, operating costs and capital expenditure relating to production at its operations. The ability of St Barbara to achieve production targets or meet operating and capital expenditure estima
Slide 66: Appendix E - Key Risks
APPENDIX E - KEY RISKS Funding risk The funding of Hoover House will depend on a number of factors and there may be a requirement (either in the form of debt or equity) to fund the activities of Hoover House and there is no guarantee that Hoover House will be able to secure the required level of fun
Slide 67: Appendix E - Key Risks
APPENDIX E - KEY RISKS Natural disasters Seismic activity is of particular concern to mining operations for St Barbara. The Simberi mine in Papua New Guinea is in an area known to be seismically active and is subject to risks of earthquakes and the related risks of tidal surges and tsunamis. In addi
Slide 68: Appendix E - Key Risks
APPENDIX E - KEY RISKS General risks Litigation risk Genesis and St Barbara may be exposed to possible litigation risks including Native Title claims, tenure disputes, disputes in relation to the interpretation of royalty agreements or other contractual entitlements, environmental claims, occupation
Slide 69: Appendix E - Key Risks
APPENDIX E - KEY RISKS Economic risks General economic conditions, movements in commodity prices, interest and inflation rates and currency exchange rates may have an adverse effect on the exploration, development and proposed production activities of Genesis and St Barbara, as well as on their abil
Slide 70: Appendix F - Foreign Offer Jurisdictions
APPENDIX F - FOREIGN OFFER JURISDICTIONS This Presentation does not constitute an offer of new ordinary shares ("New Shares") of Genesis in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or
Slide 71: Appendix G - Production Target Material Assumptions
APPENDIX G - PRODUCTION TARGET MATERIAL ASSUMPTIONS Pursuant to Listing Rule 5.16, Genesis and St Barbara (as applicable) provide the following information in respect of the material assumptions on which the “300koz pa” production target is based. This information also applies in respect of the “180
Slide 72: Appendix G - Production Target Material Assumptions
APPENDIX G - PRODUCTION TARGET MATERIAL ASSUMPTIONS Mining – Open pit For the open pit production targets, conventional mechanised open pit mining equipment utilising hydraulic excavators and rear dump trucks remains and continues to be the selected mining method. In terms of open pit wall angles an
Slide 73: Appendix H - Details of Subscription Agreements
APPENDIX H – DETAILS OF SUBSCRIPTION AGREEMENTS The subscription agreements for AustralianSuper and RCF VII are subject to customary representations and warranties and also contain additional conditions for their subscriptions, which include: • the Scheme Implementation Deed (SID) not being terminat
Slide 74: Contact Details
For personal use only Contact Details: Contact Details: Chris Maitland Troy Irvin Head of Investor Relations Corporate Development Officer phone: +61 3 8660 1914 phone: +61 8 9323 9050 email: chris.maitland@stbarbara.com.au email: investorrelations@genesisminerals.com.au www.stbarbara.com.au www.gen
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