ST BARBARA LIMITED — Capital/Financing Update 2003

Nov 27, 2003

ST BARBARA MINES LIMITED

ACN 009 165 066

ASX SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Stephen W. Miller

Executive Chairman Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555 $\alpha r$ Colin G. Jackson Investor Relations Telephone 0417 929 107

St Barbara Mines Limited Level 2. 16 Ord Street West Perth Western Australia 6005 Telephone (08) 9476 5555 Overseas +61 8 9476 5555

Dollar values in this report are Australian dollars unless otherwise stated.

Appendix 3B Notice

Attached please find Appendix 3B notice for unlisted options issued to Resource Capital Fund II.

Alan Rule

Company Secretary

28 November 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 171/96. Origin: Appendix 5. Amended 171/98, 179199, 171/2000, 30/9/2001, 11/3/2002, 171/2003.

Name of entity

St Barbara Mines Limited

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Unlisted options

17,382,463

• $\mathcal{D}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the ⁺securities (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, *convertible the conversion price and dates for conversion)

Expiry Date	Exercise Price	Number
24 May 2008	A\$0.1138	14,252,357
24 May 2008	A\$0.2086	485,953
24 May 2008	A\$0.2124	2,386,296
24 May 2008	A\$0.2125	257,857
		17,382,463

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Yes - once the options are exercised
	If the additional securities do not rank equally, please state: the date from which they do ۰ which the extent 10 1 they participate for the next dividend, of a fin the case trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	See Part 1 Section 3
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Corporate debt facility fee
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	28 November 2003
		Number	+ Class
8	and all Number class of securities quoted on ASX. (including the securities in clause 2 if applicable)	539,149,157 44,329,772	Fully paid ordinary shares Listed Options Expiry 29 Feb 2004 Exercise price \$0.30 each

⁺ See chapter 19 for defined terms.

		Number	+ Class
ŋ	Number † class οf and all		Unlisted Options
		5,000,000	23/12/2004 - 0.25
	*securities not quoted on ASX	5,000,000	23/12/2004 - 0.35
	(including the securities in clause	5,000,000	23/12/2004 - 0.45
	2 if applicable)	10,500,000	31/12/2004 - 0.40
		157,938	$07/02/2005 - 0.2125$
		373,893	05/03/2005 - 0.2125
		449,638	02/04/2005 - 0.2125
		6,000,000	26/04/2007 - 0.35
		470,589	20/05/2005 - 0.2125
		36,118	20/05/2005 - 0.2086
		499,597	$03/06/2005 - 0.2125$
		50,894	03/06/2005 - 0.2086
		88,680	$03/06/2005 - 0.2124$
		483,482	15/07/2005 - 0.2125
		49,252	15/07/2005 - 0.2086
		241,854	15/07/2005 - 0.2124
		499,597	13/08/2005 - 0.2125
		50,894 249,917	13/08/2005 - 0.2086 13/08/2005 - 0.2124
		499,597	$06/09/2005 - 0.2125$
		50,894	06/09/2005 - 0.2086
		249,917	06/09/2005 - 0.2124
		483,482	$15/10/2005 - 0.2125$
		49,252	15/10/2005 - 0.2086
		241,854	15/10/2005 - 0.2124
		1,000,000	31/12/2005 - 0.11
		1,482,677	$07/07/2006 - 0.2125$
		151,040	07/07/2006 - 0.2086
		741,686	07/07/2006 - 0.2124
		3,177,890	$07/07/2006 - 0.1138$
		5,834,004	$07/01/2007 - 0.2125$
		594,308	07/01/2007 - 0.2086
		2,918,376	07/01/2007 - 0.2124
		17,430,243	07/01/2007 - 01138
		1,575,000	17/01/2008 - 0.35
		14,252,357	24/05/2008 - 0.1138
		485,953	24/05/2008 - 0.2086
		2,386,296	24/05/2008 - 0.2124
		257,857	24/05/2008 - 0.2125
		90 BAR BOA -

Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests) $10₁₀$

Part 2 - Bonus issue or pro rata issue

11	holder approval Is security required?	N/A
$12^{\circ}$	Is the issue renounceable or non- $N/A$ renounceable?
13	Ratio in which the "securities will $N/A$ be offered
14	Class of securities to which the $N/A$ offer relates
15	determine + Record date to entitlements	N/A

$\mathbb{L}$

$+$ See chapter 19 for defined terms.

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19.	of Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A

⁺ See chapter 19 for defined terms.

• 29 Date rights trading will end (if $N/A$ applicable)
• 30 How do *security holders sell their $N/A$ entitlements in full through a broker?
• $31$ How do *security holders sell part $N/A$ of their entitlements through a broker and accept for the balance?
• 32 How do *security holders dispose $\overline{N/A}$ of their entitlements (except by sale through a broker)?

$33$ *Despatch date

$(a)$

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1
• All other securities $(b)$

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders If the "securities are "equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over A copy of any trust deed for the additional *securities 37

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	N/A
39.	for which Class of "securities quotation is sought	N/A
40.	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do ٠ extent to which they the participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another security, clearly identify that other security)
42.	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number N/A	+ Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: ..28 November 2003... (Director/Company secretary)

Sign here:

Print name:

.....Alan D. Rule....................................

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⁺ See chapter 19 for defined terms.