ST BARBARA LIMITED — Capital/Financing Update 2003

Feb 3, 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 +61 8 9476 5555 or 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

Paddys Flat Acquisition - Completion and Financing

Settlement for the purchase of the Paddys Flat project was completed on 31 January 2003 pursuant to terms of an amended agreement with Barrick Gold Australia Limited.

A placement of fifteen million shares in the capital of the Company for gross proceeds of \$1.65 million was made to institutional clients of London broker, Insinger Townsley, to complete the settlement.

With the acquisition completed, low grade stockpiles from Paddys Flat will be incorporated into the Meekatharra Gold Operations treatment plant schedule immediately upon receipt of planning approvals. Development planning for the high grade Vivians and Consols deposits via a decline from Prohibition open pit is at an advanced stage.

StepKen W. Miller Executive Chairman

4 February 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 date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, *convertible the conversion price and dates for conversion)

15,000,000

Fully paid ordinary shares

⁺ 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
	If the additional securities do not rank equally, please state: the date from which they do extent to which the. they participate for the next dividend, case of $\lim$ the 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
5	Issue price or consideration	\$0.11
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Acquisition of Paddy's Flat area of interest
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	3 February 2003
		Number	* Class
8	Number class and of all securities quoted on ASX (including the securities in clause 2 if applicable)	379,952,803 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
Number †class оf and all		Unlisted Options
	250,000	02/03/2004 - 0.25
*securities not quoted on ASX	250.000	02/03/2004 - 0.35
(including the securities in clause	5,000,000	$23/12/2004 - 0.25$
2 if applicable)	5,000,000	$23/12/2004 - 0.35$
	5,000,000	23/12/2004 - 0.45
	10,000,000	31/12/2004 - 0.40
	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
	6,525,000	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	13/09/2005 - 0.2125
	50,894	13/09/2005 - 0.2086
	249.917	13/09/2005 - 0.2124
	483.482	$15/10/2005 - 0.2125$
	49.252	15/10/2005 - 0.2086
	241,854	15/10/2005 - 0.2124
	E482,677	$7/7/2006 - 0.2125$
	151.040	7/7/2006 - 0.2086
	741,686	$7/7/2006 - 0.2124$
	3,177,890	7/7/2006 - 0.1138
	1,775,000 45,130,634	$8/7/2006 - 0.35$

Dividend policy (in the case of a $\begin{bmatrix} \text{trust, distribution policy} \ \text{on the} \end{bmatrix}$ $10₁₀$ increased capital (interests)

$\mathbb{L}$

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is. required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the "securities will $N/A$ be offered
14	Class of securities to which the offer relates	N/A
15	determine *Record date 10 1 entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A

$\overline{9}$

⁺ See chapter 19 for defined terms.

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 Ъc 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	οf 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
29.	Date rights trading will end (if applicable)	N/A

⁺ See chapter 19 for defined terms.

• 30 How do *security holders sell their N entitlements in full through a broker?
• $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

• *Despatch date

l/A

$N/A$

$N/A$

$N/A$

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)
• $(a)$ Securities described in Part 1
• $(b)$

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.	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

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\mathbf{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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.

...................................... (Director/Company secretary)

Sign here:

Print name:

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

---

⁺ See chapter 19 for defined terms.