takeover Sedimentary Holdings Ltd (ASX: SED) today announced its...

takeover Sedimentary Holdings Ltd (ASX: SED) today announced its intention to
make an off-market offer for all of the ordinary shares in NuStar Mining
Corporation Limited (ASX: NMC).
The combination of Sedimentary’s interest in the Cracow Gold Mine in
Queensland and NuStar's Paulsens gold development project in the
Ashburton region of Western Australia would see the emergence of a
substantial gold producer and explorer. This will represent an important
growth step for Sedimentary. It will also provide NuStar shareholders
with the opportunity to participate on attractive terms in a larger and more
diversified gold company with good exploration potential.
The consideration offered is two fully paid ordinary shares in Sedimentary
for every nine fully paid ordinary shares in NuStar.
Based on the weighted average Sedimentary share price over the two
weeks prior to 18 November 2004, this values NuStar shares at 7.0 cents
each providing an attractive premium of 29% to the NuStar share price
over the same period.
Sedimentary’s Managing Director, Rob Devereux, said the proposed
acquisition represented an excellent opportunity to expand Sedimentary's
gold production and exploration base now that the Cracow Gold Mine was
reaching production.
“This is an opportunity to build a profitable mid tier Australian gold
company focusing on Australian gold assets. With the development of the
Paulsens project the combined company would have attributable near term
sustainable production in excess of 100,000 ounces per annum at a low
cost relative to industry averages.” he said.
NuStar has an extensive land holding position in the Ashburton region of
Western Australia. Development of the Paulsens deposit has commenced,
with first gold production expected in mid 2005.
“Sedimentary’s transformation into an operating company involved in two
low-cost mines with extensive exploration potential will place the
Company in a strong position to take advantage of improving market
conditions, with the gold price currently firming at levels above US$420
per ounce,” he added.

Sedimentary has established a relevant interest in NuStar of 4.2%.
The Sedimentary offer is subject only to the following material conditions:
· that at the end of the offer period, Sedimentary has become entitled to not less than 50.1% of
the number of NuStar shares on issue;
· that the acquisition of the 5% Paulsens Royalty from St Barbara Mines Limited (“St Barbara”)
by NuStar is approved by shareholders at the St Barbara Annual General Meeting to be held
on 29 November 2004 and by NuStar shareholders at the NuStar Annual General Meeting of
the same date;
· that no prescribed occurrences occur prior to the expiry of the offer period, including, without
limitation, NuStar changing its capital structure, acquiring, disposing or charging a substantial
part of its business or property, or resolving that it or a subsidiary be wound up;
· that no material adverse change occurs in the business, financial or trading position or
condition, assets, liabilities or profitability or prospects of NuStar or its subsidiaries prior to
the expiry of the offer period; and
· that NuStar undertakes no material acquisitions, disposals or other transactions during the
offer period.
Sedimentary intends to lodge its Bidder's Statement with the Australian Securities and Investments
Commission and serve it on NuStar today. Offers will be sent to NuStar shareholders shortly
thereafter.
For further information contact:
Sedimentary Holdings Ltd RFC Corporate Finance Ltd
Rob Devereux Rob Adamson
Managing Director Managing Director
t. (03) 9329 9884 t. (02) 9250 0000
m. 0419 581 524 m. 0418 493 504
Page 2 Sedimentary Holdings Ltd ASX Announcement 19 November 2004
R.B Devereux
Managing Director
19 November 2004