ST BARBARA LIMITED — Capital/Financing Update 2003

Oct 5, 2003

ST BARBARA MINES LIMITED

ACN 009 165 066

$\overline{ASX}$ SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Stephen W. Miller

Executive Chairman Telephone $(08)$ 9476 5555 Overseas $+61894765555$ $\alpha r$ 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 $+61894765555$

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

Reliance Notice and Appendix 3B

St Barbara Mines Limited notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that for the purposes of item 5 of Category 1 of ASIC Class Order 02/1180, there is no information to disclose to ASX of the kind that would be required to be disclosed under subsection 713(5) of the Corporations Act 2001 (Cth) if a prospectus were to be issued in reliance on section 713 of the Corporations Act 2001 (Cth) in relation to an offer of the securities described below other than the information set out in this notice.

Details of the Issue or Offer of Securities:

Class of Securities:

Ordinary Shares

ASX Code of the Securities:

SBM

Date of the issue or expected issue of the securities:

6 October 2003

Total number of securities issued or expected to be issued:

12 million

Attached please find Appendix 3B.

Alan Rule

Company Secretary

6 October 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 $\left[$ issued

Ordinary Fully Paid

• $\mathcal{D}$ 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 expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

12,000,000

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	Yes
	If the additional securities do notrank equally, please state:the date from which they dothetowhichextenttheyparticipate for the next dividend,οfthecasea.fintrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5.	Issue price or consideration	$0.08 per share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Working capital
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	6 October 2003
		Number	+ Class
8	andNumbertclass*ofall*securitiesquoted onASX(including the securities in clause2 if applicable)	443,464,225	Fully paid ordinary shares
		44,329,772	Listed OptionsExpiry 29 Feb 2004Exercise price $0.30 each

+ See chapter 19 for defined terms.

		Number	+ Class
9	Numbertclass +ofandall		Unlisted Options
	*securities not quoted on ASX
		5,000,000	23/12/2004 - 0.25
	(including the securities in clause	5,000,000	23/12/2004 - 0.35
	2 if applicable)	5,000,000	23/12/2004 - 0.45
		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	13/08/2005 - 0.2086
		249.917	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
		E482,677	$07/07/2006 - 0.2125$
		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	$07/01/2007 - 0.1138$
		1,575,000	17/01/2008 - 0.35
		71.682.563

Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests) $1010$

$1.500452000 -$

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holdersecurityapprovalIs.required?	N/A
$12^{\circ}$	Is the issue renounceable or non- N/Arenounceable?
13	Ratio in which the "securities will $N/A$be offered
14	*Class of *securities to which the N/Aoffer relates
15	determine+ Recorddatetoentitlements	N/A

+ See chapter 19 for defined terms.

16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has *security holders whowillnotbeissuesentnewdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
19	οfClosingdateforreceiptacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to thebroker to the issue	N/A
24	any handlingfeeAmount ofpayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders	N/A
25.	the issue is contingentIfon"security holders"approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A

• 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 $N/A$ of their entitlements (except by sale through a broker)?

$33$ *Despatch date

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 $(a)$
• $(b)$

All other securities

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 36 If the "securities are "equity securities, a distribution schedule of the additional *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 37 A copy of any trust deed for the additional *securities

+ 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.	Class of *securitiesfor whichquotation is sought	N/A
40.	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	N/A
	If the additional securities do notrank equally, please state:the date from which they do$\bullet$extent to which theythe l۰participate for the next dividend,(inthecaseof atrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)	N/A
42	Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38)	NumberN/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: ..6 October 2003... (Director/Company secretary)

Sign here:

Print name:

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

---

+ See chapter 19 for defined terms.