Ann: Improved Terms for Leonora from Genesis Minerals, page-4

From the current announcement below is what Silver Lake need to come up with.

“St Barbara Superior Proposal” means a genuine St Barbara Competing Transaction (other than a St Barbara Competing
Transaction which has resulted from a material breach of St Barbara’s exclusivity obligations), which the St Barbara Board, acting
in good faith, and after taking advice from its outside legal adviser and financial adviser, determines is:
(a) reasonably likely to be completed on a reasonable timeline; and
(b) more favourable to St Barbara Shareholders than the sale of Leonora assets to Genesis,
in each case taking into account all aspects of the St Barbara Competing Transaction, including the terms of the St Barbara
Competing Transaction, the price and/or value of the St Barbara Competing Transaction, any conditions, timing considerations and
any other matters affecting the probability of the St Barbara Competing Transaction being completed in accordance with its terms,
the identity, expertise, reputation and financial condition of the person making the proposal, and legal, regulatory and financial
matters.
“St Barbara Competing Transaction” means an offer, proposal, transaction or arrangement which if entered into or completed
substantially in accordance with its terms, result in a person (other than Genesis or its related bodies corporate), whether alone or
together with its associates:
(a) directly or indirectly acquiring control of or merging with St Barbara; or
(b) directly or indirectly acquiring or becoming the holder of, or having a right to acquire a legal, beneficial or economic
interest in, or control of, all or a substantial part of the Leonora assets,
and which, in each case, if entered into or completed would mean St Barbara would be required to abandon, or otherwise fail to
proceed with the Genesis transaction (or any part of it).