Opening position disclosure

(a) Identity of the party to the offer making the disclosure:

St Barbara Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

Allied Gold Mining plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

28 June 2012

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

If YES, specify which:

St Barbara Limited

Class of relevant security:

Ordinary shares of 10p each

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

None

N/A

None

N/A

(2) Derivatives (other than options):

None

N/A

None

N/A

(3) Options and agreements to purchase/sell:

None

N/A

None

N/A

TOTAL:

None

N/A

None

N/A

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

For the purposes of this section, please refer to the definitions attached at Annex 1.

A.

Allied Gold's Directors' Undertakings

St Barbara has received the following irrevocable undertakings from the Allied Gold Directors to accept the Offer in respect of all of the beneficial holdings in Allied Gold of themselves and their related parties amounting, in aggregate, to 2,206,303 Allied Gold Shares representing approximately 1.0798 per cent. of the existing issued share capital of Allied Gold.

Mark Caruso is the chairman of Allied Gold. The 1,521,257 shares to which the irrevocable undertaking relates, includes 554,915 shares that are held by connected persons to Mark Caruso. As such, in respect of these 554,915 shares, Mark Caruso has agreed to use all reasonable endeavours to procure that his connected persons act in accordance with the irrevocable undertaking, as though they were a party to it.

The irrevocable undertakings entered into by the Allied Gold Directors also contain provisions that, subject to the Scheme becoming effective, all options held by any Allied Gold Director will be cancelled in return for a cash payment of AUS$0.29 for each Allied Gold Share subject to the option. The number of options held by each Allied Gold Director are as specified below:

Circumstances where Allied Gold's Directors' Undertakings will cease to be binding:

The irrevocable undertakings from the Allied Gold Directors will cease to be binding if

(a) the Scheme Document is not published in accordance with the terms of the Rule 2.7 Announcement (or such later date as St Barbara and Allied Gold, with the consent of the Panel, may agree,

(b) the Scheme does not become effective, is withdrawn or lapses in accordance with its terms; or

(c) a firm intention to make a higher competing offer (whether or not subject to any pre conditions) is:

(i) announced by Allied Gold or a third party on terms, and

(ii) St Barbara does not, within two business days of the third party offer being made, announce an improvement to the terms of the Offer which, in the reasonable opinion of the board of directors of Allied Gold, having taken advice from RBC are at least as favourable as the third party offer.

B.

Allied Gold's Shareholders' Undertakings

St Barbara has received the following irrevocable undertakings from the Allied Gold Shareholders detailed below to accept the Offer, in respect of, in aggregate, 30,452,803 Allied Gold Shares representing approximately 14.9046 per cent. of the existing issued share capital of Allied Gold.

The irrevocable undertaking entered into by Franklin relates to 16,294,453 shares, which represents all shares currently held by Franklin. However, the irrevocable undertaking preserves the right of Franklin to sell its existing shares and buy further Allied Gold Shares until an Alternative Offer is made for the Allied Gold. Should an Alternative Offer be made for Allied Gold, the irrevocable undertaking will crystallise and cover all shares held at the time of the announcement of the Alternative Offer.

The aggregate number of Allied Gold Shares subject to the Allied Gold Shareholders' Undertakings may therefore change from time to time following the date of this opening position disclosure.

Circumstances where Allied Gold's Shareholders' Undertakings will cease to be binding:

The irrevocable undertakings from the Allied Gold Shareholders will cease to be binding if:

(a) the Scheme Document is not published in accordance with the terms of the Rule 2.7 Announcement (or such later date as St Barbara and Allied Gold, with the consent of the Panel, may agree,

(b) the Scheme does not become effective, is withdrawn or lapses in accordance with its terms; or

(c) a firm intention to make a higher competing offer (which is not subject to any pre conditions) is:

(i) announced by Allied Gold or a third party prior to the date of the Court Meeting and/or General Meeting on terms which represent (in the reasonable opinion of RBC) an improvement of 15 per cent. on the value of the consideration under the Offer as at the date on which the competing offer is announced, and

(ii) St Barbara does not, within five business days of the third party offer being made, announce an improvement to the terms of the Offer which, in the reasonable opinion of RBC are at least as favourable as the third party offer.

In addition, the irrevocable undertakings are conditional on the Allied Gold Directors recommending the Scheme and St Barbara receiving irrevocable undertakings in respect of not less than 30 per cent. of the Allied Gold Shares or such lesser amount as St Barbara shall agree.

Specific condition whereby the Baker Steel irrevocable undertaking may lapse:

The irrevocable undertaking entered into by Baker Steel will cease to be binding if, prior to the Long Stop Date, the value of Baker Steel's assets under management declines by an aggregate amount of more than 33.3% from the level of the Baker Steel's assets under management as at the date of the irrevocable undertaking. Such reduction in value must be agreed between Baker Steel and RBC.

C.

Allied Gold Limited's Shareholders' Letters of Intent

St Barbara Limited has received letters of intent from the Allied Gold Limited shareholders detailed below to accept or procure acceptance of the Offer, in respect of, in aggregate, 29,820,383 Allied Gold Limited shares representing approximately 14.5951 per cent. of Allied Gold Limited's existing issued share capital as detailed below:

The letters of intent do not create any legally enforceable rights or obligations on any of the Allied Gold Limited's shareholders.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

None.

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None.

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

As detailed in 2(c) above.

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

29 June 2012

Ross Kennedy / Gillian Wong

Ross Kennedy: +61 3 8660 1903

Gillian Wong: +61 3 8660 1974

Allied Gold

means Allied Gold Mining plc;

Allied Gold Directors

means the directors of Allied Gold as at the date of the Rule 2.7 Announcement;

Allied Gold Shareholders

means the registered holders of Allied Gold Shares from time to time;

Allied Gold Shares

means the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Allied Gold and any further such ordinary shares which are unconditionally allotted before the Scheme becomes effective;

Alternative Offer

means an announcement, made by either Allied Gold or a third party through a regulatory information service, prior to the date of the Court Meeting and/or the General Meeting, announcing a firm intention by a third party to make a general offer (which is not subject to any pre conditions) to acquire the entire issued and to be issued share capital of Allied Gold (howsoever to be implemented) on terms which represent (in the reasonable opinion of RBC) an improvement of more than the value of the consideration under the Offer and less than an amount equal to 15 per cent. of the value of the consideration under the Offer as at the date on which the competing offer is announced;

Baker Steel

means Baker Steel Capital Managers LLP;

Business Day

means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;

Capital Reduction

means the proposed reduction of the share capital of Allied Gold in connection with the Scheme under Chapter 10 of Part 17 of the Companies Act;

Capital Reduction Court Order

means the order of the Court confirming the Capital Reduction under section 648 of the Companies Act provided for by the Scheme;

Capital Reduction Hearing

means the hearing by the Court to confirm the Capital Reduction at which the Capital Reduction Court Order is expected to be granted;

Code

means the City Code on Takeovers and Mergers, as amended from time to time;

Companies Act

means the Companies Act 2006 (as amended);

Conditions

means the conditions of the Offer set out in the Rule 2.7 Announcement and to be set out in the Scheme Document and a "Condition" shall mean any one of them;

Court

means the High Court of Justice in England and Wales;

Court Meeting

means the meeting (or any adjournment thereof) of the Scheme Shareholders to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);

Excluded Shares

means any Allied Gold Shares of which any member of the St Barbara Group is the holder or in which any member of the St Barbara Group is beneficially interested;

Franklin

means Franklin Advisors, Inc.;

General Meeting

means the general meeting (or any adjournment thereof) of the Allied Gold Shareholders to be convened to implement the Capital Reduction and certain other matters in connection with the Scheme and the Offer, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned;

Long Stop Date

means 10 October 2012 (or such later date as is agreed by the parties with the consent of the Panel);

Offer

means the proposed acquisition of the entire issued and to be issued share capital of Allied Gold by St Barbara to be implemented by means of the Scheme (or if St Barbara so elects, a Takeover Offer) on the terms and subject to the Conditions set out in the Rule 2.7 announcement and to be set out in the Scheme Document (or the Offer Document (as the case may be)) and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

Offer Document

means, in the event St Barbara elects to implement the Offer by means of a Takeover Offer, the document containing the Takeover Offer to be sent to Allied Gold Shareholders;

Panel

means the Panel on Takeovers and Mergers;

RBC

means RBC Capital Markets;

Rule 2.7 Announcement

means the announcement made by the directors of Allied Gold and the directors of St Barbara pursuant to Rule 2.7 of the Code in connection with the Offer;

Scheme or Scheme of Arrangement

means the proposed scheme of arrangement made under Part 26 of the Companies Act between Allied Gold and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by St Barbara and Allied Gold) particulars of which will be set out in the Scheme Document;

Scheme Document

means the document to be sent to Allied Gold Shareholders which will, among other things, contain the terms and conditions of the Scheme and notices convening the Court Meeting and the General Meeting;

Scheme Record Time

means 6.00 p.m., as currently anticipated, on the Business Day before the Capital Reduction Hearing;

Scheme Shareholders

means the holders of Scheme Shares;

Scheme Shares

means the Allied Gold Shares:

(a) in issue at the date of the Scheme Document;

(b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; or

(c) (if any) issued at or after the Voting Record Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

in each case, excluding any Excluded Shares;

St Barbara

means St Barbara Limited;

St Barbara Group

means St Barbara, its subsidiaries and subsidiary undertakings;

Takeover Offer

means the implementation of the Offer by means of a takeover offer under the Code; and

Voting Record Time

means the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined.