ST BARBARA MINES LIMITED

ACN 009 165 066

ASX SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Eduard Eshuys

Managing Director Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555

St Barbara Mines Limited ACN 009 165 066 Level 2, 16 Ord Street West Perth Western Australia 6005 Telephone (08) 9476 5555 Overseas $+61894765555$ Buy-Back Booklet

St Barbara Mines Limited advises it has today lodged the Buy-back Booklet for the buy-back of up to 192 million of its ordinary shares in exchange for up to 240 million ordinary shares in NuStar Mining Corporation Limited.

The Buy-back Booklet is attached in accordance with ASX Listing Rule 3.10.4.

Ross Kennedy CFO & Joint Company Secretary

10 December 2004

St Barbara Mines Limited

ABN 36 009 165 066

Buy-back Booklet

for the buy-back of up to 192 million ordinary shares in St Barbara Mines Limited in consideration of up to 240 million ordinary shares in NuStar Mining Corporation Limited.

Important information

This is an important document that should be read in its entirety. If you do not understand it, you should consult your professional advisers.

Important notice

What is this document

This Buy-back Booklet provides shareholders of St Barbara Mines Limited (St Barbara) with details of the buy-back offer for St Barbara Shares approved by St Barbara Shareholders on 29 November 2004. The Corporations Act requires St Barbara to include in this Buy-back Booklet all information known to the Company that is material to a St Barbara Shareholder's decision whether to accept the Buy-back Offer.

Further, as the consideration for the St Barbara Shares bought back under the Buy-back is constituted by ordinary shares in NuStar Mining Corporation Limited (NuStar), and as St Barbara has the potential capacity to determine the outcome of decisions about NuStar's financial and operating policies. St Barbara must prepare a disclosure document in relation to the NuStar Shares it is offering as Buy-back Consideration in accordance with Chapter 6D of the Corporations Act. Accordingly, this Buy-back Booklet also constitutes a prospectus under Chapter 6D of the Corporations Act and any reference to the Buyback Booklet is a reference to the prospectus for the offer of NuStar Shares.

The NuStar Shares offered as consideration for St Barbara Shares are continuously quoted securities (as defined by the Corporations Act). Consequently, this Buy-back Booklet (and the NuStar Information) has been prepared in accordance with section 713 of the Corporations Act. This section of the Corporations Act requires that this Buy-back Booklet contains all the information investors and their professional advisors would reasonably require to make an informed assessment of the effect of the Buy-back Offer on NuStar and the rights and liabilities attaching to the NuStar Shares offered under the Buy-back. Accordingly, this Bav-back Booklet does not contain the same level of disclosure as an initial public offering prospectus.

Ladgement and listing

This Buy-back Booklet is dated 10 December 2004 and was lodged with the ASIC on that date. This Buy-back Booklet expires on the date which is 13 months after the date of this Buy-back Booklet (Expiry Date). No NuStar Shares will be transferred on the basis of this Buy-back Booklet after the Expiry Date.

Neither ASIC nor ASX take any responsibility for the contents of this Buy-back Booklet or the merits of the investment to which this Buy-back Booklet relates

No investment advice

The information outlined in this Buy-back Booklet and the Acceptance Form does not constitute financial product advice and has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. It is important that you read the Buy-back Booklet in its entirety before making any decision on whether to accept the Buy-back Offer and receive the NuStar Shares under the Buy-back. If you are in any doubt in relation to these matters, you should consult your investment, financial, taxation or other professional adviser.

In particular, in considering the prospects of NuStar, it is important that you consider the risk factors identified in section 8 in light of your own particular circumstances. Past performance is no indication of future performance. If you are in any doubt in relation to these matters, you should consult your investment, financial, taxation or other professional adviser.

No person named in this Buy-back Booklet, nor any other person, guarantees the performance of NuStar, the repayment of capital or the payment of a return on the NuStar Shares.

No person is authorised to give any information or make any representation in connection with the Buy-back Offer which is not contained in this Buy-back Booklet. Any information or representation not so contained may not be relied on as having been authorised by St Barbara or its directors.

Responsibility statement

The information concerning St Barbara and the intentions, views and opinions of St Barbara and its directors contained in this Buy-back Booklet have been prepared by St Barbara and its directors and is the responsibility of St Barbara. NuStar and its directors and officers do not assume any responsibility for the accuracy or completeness of this information

The information concerning NuStar (including the NuStar Information contained in sections 6 to 9.5) and the intentions, views and opinions of NuStar and its directors contained in this Buy-back Booklet have been prepared by NuStar and its directors and are the responsibility of NuStar.

Overseas offering

This Buy-back Booklet does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the NuStar Shares, the Buy-back Offer, this Buy-back Booklet or to otherwise permit a public offering of NuStar Shares, in any jurisdiction outside Australia and New Zealand. The distribution of this Buy-back Booklet outside Australia may be restricted by law and persons who come into possession of this Bay-back Booklet outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of annicable securities laws.

In particular, the NuStar Shares have not been, nor will be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, any "US Person" as defined in Regulation S under that Act, except in a transaction exempt from the registration requirements of the US Securities Act and applicable US state securities law.

Any offer, sale or resale of NuStar Shares in the United States by a dealer (whether or not participating in the Buy-back Offer) may violate the registration requirements of the US Securities Act if made prior to 40 days after the date on which NuStar Shares are transferred under the Buy-back Offer or if such NuStar Shares were purchased by a dealer under the Buy-back Offer.

Important information in relation to the Buy-back for St Barbara Shareholders resident in jurisdictions other than Australia is set out in sections 5.13 and 5.14 of this Buy-back Booklet. In particular, St Barbara Shareholders resident in the United Kingdom should read the additional information set out in section 5.14.

Privacy

St Barbara may collect personal information in the process of implementing the Buy-back. Such information may include the name, contact details and security holdings of St Barbara Shareholders. The primary purpose of the collection of personal information is to assist St Barbara implement the Buy-back. Personal information of the type described above may be disclosed to the Share Registry, print and mail service providers, authorised securities brokers, related bodies corporate of St Barbara, St Barbara's advisers in relation to the Buy-back and financial institutions in respect of payments to you in connection with the Buy-back. St Barbara Shareholders have certain rights to access personal information that has been collected. St Barbara Shareholders should contact the Share Registry in the first instance, if they wish to access their personal information.

Defined terms

Capitalised terms used in this Buy-back Booklet are defined at section 10. This section also sets out some rules of interpretation which apply to this Buy-back Booklet

Key details of the Buy-back

This Buy-back Booklet provides details of the share buy-back announced by St Barbara on 20 September 2004 and approved by St Barbara Shareholders on 29 November 2004. The Buy-back provides you with an opportunity to sell your St Barbara Shares back to St Barbara in exchange for shares in NuStar on the terms and conditions described in this Buy-back Booklet.

Choices

You have the choice of either accepting the Buy-back Offer and selling your St Barbara Shares or doing nothing and keeping your St Barbara Shares.

If you decide to sell, you must sell all of your St Barbara Shares as stated on the personalised Acceptance Form which is enclosed with this Buy-back Booklet. Details of how to accept the Buy-back Offer are set out in section 2.

If you do nothing, the number of St Barbara Shares you hold will not change directly as a consequence of the Buy-back.

Buy-back Consideration

St Barbara Shareholders (with the exception of Foreign Participants) who accept the Buy-back Offer will receive 1.25 NuStar Shares for each fully paid St Barbara Share they sell in the Buy-back.

If you are a Foreign Participant and you accept the Buy-back Offer, you will not receive NuStar Shares. Instead, St Barbara will appoint a nominee to sell the NuStar Shares on your behalf and you will receive the cash proceeds (less sale expenses such as brokerage) from the sale.

Please refer to sections 1.6, 5.13 and 5.14 which provide further information about the Buy-back Consideration.

Risk

St Barbara Shareholders should read this Buy-back Booklet in its entirety before making a decision on whether to accept the Buy-back Offer and receive the NuStar Shares under the Buy-back. If you are in any doubt as to the action you should take, consult your professional adviser. In particular, St Barbara Shareholders are referred to the risk factors identified in section 8.

Scale back

Your acceptance of the Buy-back Offer may be scaled back. Please refer to section 1.4 which provides further information on this issue.

Tax considerations

Accepting the Buy-back Offer may have income taxation consequences for you.

A general summary of the taxation implications that may apply to resident Australian St Barbara Shareholders is contained in section 3. You should obtain your own independent taxation advice in relation to the taxation implications of accepting the Buy-back Offer.

Brokerage

To accept the Buy-back Offer, you need only follow the instructions in section 2. Unless you are a Foreign Participant who accepts the Buy-back Offer you will not have to pay brokerage if you sell your St Barbara Shares in the Buy-back.

However, if you decide to sell your St Barbara Shares on the stock market, you will need to do so through a stockbroker and you may be required to pay brokerage.

Shareholder Information Line

Please read this Buy-back Booklet carefully and in full. If you have any questions in relation to the Buyback after reading this Buy-back Booklet please telephone the St Barbara Shareholder Information Line in Australia on $(08)$ 9476 5555 or internationally on +61 8 9476 5555.

Important dates

St Barbara Shares quoted ex entitlement to participate in the Buy-back Offer	7 December 2004
Record Date to determine entitlements under the Buy-back Offer	13 December 2004
Dispatch of Buy-back Booklet and Acceptance Form	15 December 2004
Opening Date	17 December 2004
Closing Date	14 January 2005 at 5.00pm
Transfer of NuStar Shares to accepting St Barbara Shareholders	21 January 2005
Dispatch of new holding statements	24 January 2005

All dates and times are indicative only and St Barbara reserves the right to change these dates. Any changes to the above timetable will be notified on St Barbara's website, www.stbarbara.com.au, and announced to the ASX. All references to time in this Buy-back Booklet and the Acceptance Form (including the timetable above) are references to the time in Perth, Western Australia except where stated otherwise.

1		Details of the Buy-back	8
	1.1	What is a Buy-back?	8
	1.2	Why is St Barbara buying back St Barbara Shares?	$\bf8$
	1.3	How many St Barbara Shares does St Barbara propose to buy-back?	$\bf8$
	1.4	What is a scale back?	$\overline{9}$
	1.5	Am I eligible to sell St Barbara Shares in the Buy-back that I hold on the Record Date?	$\boldsymbol{9}$
	1.6	What will I receive for my St Barbara Shares in the Buy-back?	9
	1.7	Can I accept for part of my shareholding?	10
	1.8	Do I have to sell my St Barbara Shares in the Buy-back?	10
	1.9	How long will the Buy-back be open?	10
	1.10	How and when will I receive payment for my St Barbara Shares?	10
	1.11	What alternative means of disposal of my St Barbara Shares is available?	10
	1.12	How have St Barbara and NuStar shares performed recently?	11
	1.13	Can I trade my St Barbara Shares after I accept the Buy-back Offer?	12
	1.14	How will the Sedimentary Offer affect the Buy-back?	12
	1.15	What is the implied value of the Buy-back Consideration based on ASX market trading price?	13
2		How do I participate in the Buy-back?	14
	2.1	Step 1 - Decide whether you want to accept the Buy-back Offer	14
	2.2	Step 2 - Accept the Buy-back Offer	14
3		Australian tax considerations for St Barbara Shareholders	15
	3.1	Background	15
	3.2	No part of the Buy-back Consideration should be a dividend	15
	3.3	Buy-back Consideration	15
	3.4	St Barbara Shares held on capital account	15
	3.5	St Barbara Shares held on revenue account	16
	3.6	Cost base of NuStar Shares	16
	3.7	Stamp Duty and GST	16
4		Effects of the Buy-back on St Barbara	17
	4.1	What effect will the Buy-back have on St Barbara's issued capital	17
	4.2	What impact will the Buy-back have on St Barbara's financial position?	17
	4.3	How will the Buy-back be funded?	17
	4.4	Will the Buy-back have an effect on the control of St Barbara?	17
	4.5	Financial statements	18
5		Further information on the Buy-back	19
	5.1	Deemed Acceptances	19
	5.2	Buy-back Consideration	19
	5.3	Shareholders with more than one holding of St Barbara Shares	19
	5.4	Joint shareholders	19
	5.5	St Barbara Shares held by trustees and nominees	19
	5.6	Margin lending and ACH collateral arrangements	20
	5.7	St Barbara Shareholders who receive a pension or allowance	20
	5.8	Buy-back Offer cannot be transferred	20
	5.9	Variation or termination of the Buy-back	20
	5.10	Withdrawal of Acceptance	20
	5.11	Buy-back Offer is not a contract until Buy-back Date	21
	5.12	Transfer of Buy-back Consideration	21
	5.13	Foreign Participants	21
	5.14	St Barbara Shareholders in the United Kingdom	22
	5.15	Litigation and liabilities	22
6	6.1	NuStar Information Prospectus disclosure	24 24
	6.2	Co-operation Deed	24
	6.3	Overview of NuStar	24

7		Effect of the Buy-back on NuStar	26
	7.1	Corporate activities and strategy	26
	7.2	Dividend policy	26
	7.3	Impact on capital structure	26
	7.4 7.5	Impact on financial position	26 27
	7.6	Pro forma statement of financial position Significant shareholders	28
	7.7	Sedimentary Offer	29
8		Risk factors	31
	8.1	Share price variations	31
	8.2	Economic factors	31
	8.3	Regulatory risk	31
	8.4	Commodity/currency movements/exposure Resource estimates	32 32
	8.5 8.6	Operating risks	32
	8.7	Dependence on key personnel	32
	8.8	Acquisitions, joint ventures and NuStar Shareholder dilution	32
	8.9	Environmental risks	33
	8.10	Title risks and native title	33
9		Additional information	34
	9.1	Rights attaching to NuStar Shares	34
	9.2	Material contracts	36
	9.3	Litigation and claims	42
	9.4	Regular reporting and disclosure requirements	42
	9.5 9.6	Interests of directors, advisers and promoters Consents and disclaimers of responsibility	43 45
	9.7	ASIC relief	46
	9.8	The effect of an Acceptance	46
	9.9	Authorisation	49
10		Defined terms and interpretation	50
	10.1 10.2	Definitions	50 53
		Interpretation
11		Corporate directory	54

Chairman's letter

ST BARBARA MINES LIMITED

ACN 009 165 066

10 December 2004

Dear St Barbara Shareholder

Enclosed with this letter is a Buy-back Booklet relating to the optional share swap of your holding of St Barbara Mines Limited shares for shares in NuStar Mining Corporation Limited. The swap and related buy back of your St Barbara Shares were approved by St Barbara Shareholders at our recent Annual General Meeting.

You do not have to participate in this share exchange if you do not want to. If you do not wish to participate, you do not have to take any further action.

If you are thinking of participating, the Buy-back Booklet contains all relevant details as at the date of this letter.

Implementation of the share swap and subsequent cancellation of St Barbara Shares will see St Barbara's share capital reduced from 736 million shares to 544 million shares. This will help stabilise the share register and facilitate future fund raising and share capital appreciation.

A secondary benefit will be the rationalisation of the Company's share register. St Barbara has approximately 11,000 shareholders of whom more than 7,000 held unmarketable parcels (at recent price levels) and over 2,000 have changed address without notifying the share registrar of a new address.

St Barbara is offering to exchange up to 240 million of its NuStar Shares for up to 192 million St Barbara Shares held by current St Barbara Shareholders, in the ratio 1.25 NuStar Shares for each St Barbara Share. If St Barbara receives acceptances for less than 192 million St Barbara Shares, St Barbara will continue to own the remaining NuStar Shares.

St Barbara's largest shareholder, Resource Capital Funds H, LP has advised it wishes to remain as a shareholder in St Barbara and will not participate in the share swap.

Other substantial shareholders have indicated they will participate. Details appear in the Buy-back Booklet which also sets out the terms of the Buy-back and other information to assist you in making an informed decision as to whether you wish to accept the Buy-back Offer. Please consider this Buy-back Booklet carefully and, if you are in any doubt as to the action you should take, consult your professional adviser. If you have any queries in relation to the Buy-back, please phone the St Barbara Information Line in Australia on $(08)$ 9476 5555 or internationally on +61 8 9476 5555.

Yours sincerely

Colin Wise Non Executive Chairman

1 Details of the Buy-back

This section answers some of the questions that you may have about the Buy-back. Further details are set out elsewhere in this Buy-back Booklet. You should read all of this Buyhack Booklet.

$1.1$ What is a Buy-back?

A share buy-back occurs where a company buys back its own shares. The shares bought back are then immediately cancelled thereby reducing the number of shares the company has on issue.

$1.2$ Why is St Barbara buying back St Barbara Shares?

St Barbara is offering to exchange up to 240 million of its NuStar Shares for up to 192 million St Barbara Shares held by current St Barbara Shareholders as part of an overall strategy for St Barbara to divest itself of a substantial part of its interest in NuStar. This will allow some St Barbara Shareholders who wish to exit the St Barbara share register to do so, and will result in a reduction of the issued capital of the Company.

Focus on controlled businesses

The reduction in the Company's investment in NuStar and the Paulsen's Project will allow the Company to now focus its resources and exploration efforts on the projects it can directly control such as the Paddy's Flat tenements in the Meekatharra region as well as its management of the Aurogenic and Elara joint ventures.

Reduction of issued capital

The Buy-back will result in a reduction in the total number of St Barbara Shares on issue and an increase in the Company's net cash asset backing per share. The St Barbara Board believes that the investment community is more favourably disposed to companies with smaller number of shares on issue.

St Barbara's largest shareholder

The Company's largest shareholder, Resource Capital Fund II, LP (RCF), has indicated its intention to remain a St Barbara Shareholder and not accept into the Buy-back Offer in relation to any of its holding of St Barbara Shares.

Exit of specific shareholders

Two of the Company's substantial holders, Strata Mining Corporation Ltd (Strata) and Excalibur Mining Corporation Limited (UK) (Excalibur), and one shareholder, Ocean Resource Capital Holdings Plc (Ocean) (together the Holders), have indicated that they will accept, or procure the acceptance of, the Buy-back Offer. If the level of acceptances from other St Barbara Shareholders is sufficiently low such that the Holders are able to exit the share register of St Barbara it will remove two substantial holders and one shareholder who in total control, as at 7 December 2004, approximately 20.9% of the Company.

$1.3$ How many St Barbara Shares does St Barbara propose to buy-back?

St Barbara currently has approximately 737 million St Barbara Shares on issue. St Barbara plans to buy-back up to 192 million St Barbara Shares (approximately 26.1% of the St Barbara Shares currently on issue) leaving St Barbara with approximately 545 million St Barbara Shares on issue (assuming St Barbara receives Acceptances for all of the St Barbara Shares offered to be bought back).

The effect of the Buy-back on St Barbara's issued capital is explained in more detail in section 4.1.

$1.4$ What is a scale back?

If St Barbara receives total Acceptances for less than 192 million St Barbara Shares, St Barbara will buy back all of the St Barbara Shares that St Barbara Shareholders have nominated for sale in the Buy-back and will retain the remaining NuStar Shares which will then not form part of the Buy-back Consideration.

If St Barbara receives Acceptances for more than 192 million St Barbara Shares, St Barbara will scale back Acceptances so that St Barbara does not buy back more than 192 million St Barbara Shares.

The scale back mechanism will operate as follows:

St Barbara will buy-back all of the St Barbara Shares held by St Barbara $(a)$ Shareholders who accept the Buy-back Offer and who held less than a Marketable Parcel of St Barbara Shares (i.e. less than \$500 worth of shares) at the Record Date:
St Barbara will buy-back all of the St Barbara Shares held by St Barbara $(b)$ Shareholders who accept the Buy-back Offer and who would be left with less than a Marketable Parcel of St Barbara Shares as a result of the scale back mechanism: and
Acceptances from all other shareholders will be scaled back on a pro-rata basis. $(c)$ This means St Barbara will buy-back the same percentage of St Barbara Shares from each St Barbara Shareholder who accepts the Buy-back Offer (with the exception of those St Barbara Shareholders referred to in (a) and (b) above).

Where St Barbara considers that holdings of St Barbara Shares have been split in order to take advantage of the scale back mechanism as it applies to less than a Marketable Parcel of St Barbara Shares, St Barbara reserves the right to aggregate holdings held by associated St Barbara Shareholders for the purpose of calculating entitlements to NuStar Shares.

The details of any scale back will be announced as soon as possible after the Closing Date.

When the scale back is calculated, all fractions will be rounded down to the next St Barbara Share and any St Barbara Share acquired after the Record Date will be disregarded.

$1.5$ Am I eligible to sell St Barbara Shares in the Buy-back that I hold on the Record Date?

You may sell the St Barbara Shares in the Buy-back that are registered in your name on Monday 13 December 2004 and which, in accordance with the ASTC Settlement Rules, confer an entitlement to participate in the Buy-back.

If you elect to participate in the Buy-back you must accept all of your St Barbara Shares as set out in your personalised Acceptance Form.

Further information on how to participate in the Buy-back is contained in section 2.

$1.6$ What will I receive for my St Barbara Shares in the Buy-back?

If you accept the Buy-back Offer, you will receive 1.25 NuStar Shares for each of your St Barbara Shares bought back. St Barbara will round any fractional entitlement to a NuStar Share down to the nearest whole number of NuStar Shares.

If you are a Foreign Participant who accepts the Buy-back Offer you will not receive NuStar Shares for your St Barbara Shares bought back. Instead, St Barbara will appoint a nominee who will sell the NuStar Shares which you would otherwise have received on your behalf and you will receive the cash proceeds (less sale expenses such as brokerage) from the sale.

Any sale made by the nominee will be made at prices and otherwise in such a manner as the nominee may in its absolute discretion determine. Any interest earned on the proceeds of the sale of NuStar Shares will be applied against expenses of such sale, including brokerage.

Neither St Barbara, NuStar nor the nominee will be liable for a failure to sell NuStar Shares at any particular price.

Further information on St Barbara and NuStar shares is contained in section 5.2.

Further information regarding Foreign Participants is contained in sections 5.13 and 5.14.

$1.7$ Can I accept for part of my shareholding?

No. If you wish to accept the Buy-back Offer you must accept for you entire holding of St Barbara Shares. Further information on this issue is contained in section 5.1.

$1.8$ Do I have to sell my St Barbara Shares in the Buy-back?

No. If you do not want to sell your St Barbara Shares in the Buy-back, you do not need to take any action. If you take no action, none of your St Barbara Shares will be sold to St Barbara pursuant to the Buy-back.

1.9 How long will the Buy-back be open?

The Buy-back will be open from Friday 17 December 2004 (Opening Date) to Friday 14 January 2005 (Closing Date). St Barbara may extend this period, but does not expect to do so. If the Buy-back Offer Period is extended, the new Closing Date will be announced to the ASX.

1.10 How and when will I receive payment for my St Barbara Shares?

St Barbara expects to transfer the NuStar Shares to you by Friday 21 January 2005. You will receive a holding statement in respect of the NuStar Shares soon after this date.

If you are a Foreign Participant you will receive your cash from the nominee by late February.

Further information on the transfer of the Buy-back Consideration is contained in section 5.12.

1.11 What alternative means of disposal of my St Barbara Shares is available?

An alternative means of disposal for St Barbara Shareholders is to sell their St Barbara Shares on the ASX.

To execute a share sale on the ASX you usually need to appoint a broker and pay brokerage. Issuer Sponsored Holders do not need to appoint a broker or pay brokerage to sell St Barbara Shares in the Buy-back.

However, you may be able to sell your St Barbara Shares for a higher value on the ASX. The market price of St Barbara Shares on the ASX may be, or may move, higher than the market price at the date of this Buy-back Booklet. You may also be able to buy NuStar Shares for less than their market price at the date of this Buy-back Booklet. The prices at which St Barbara and NuStar shares trade may also vary significantly in the future.

By making the Buy-back Offer and in setting the Buy-back Consideration, St Barbara is not making any recommendation or giving any advice on the value of your St Barbara Shares or NuStar Shares, or whether (or how) you should sell your St Barbara Shares or buy NuStar Shares.

Before you decide what to do with your St Barbara Shares, St Barbara strongly recommends that you seek professional advice.

$1.12$ How have St Barbara and NuStar shares performed recently?

The closing price of St Barbara Shares on the ASX on 1 December 2004 was 8.3 cents.

The highest and lowest market sale prices and the volume weighted average prices of St Barbara Shares on the ASX during each of the preceding four months were as follows:

Month	Low	High	Volume	Weighted Average Price
November 2004	5.5	7.5	27,566,974	6.76
October 2004	4.3	6.4	36,064,441	5.35
September 2004	4.1	4.8	17,501,373	4.49
August 2004	4.4	5.2	13,512,676	4.62

The share price performance of St Barbara from 1 December 2002 to 1 December 2004 is illustrated in the chart below:

The closing price of NuStar Shares on the ASX on 1 December 2004 was 5.9 cents.

Month	Low	High	Volume	Weighted Average Price
November 2004	4.3	6.9	294,853,561	6.07
October 2004	3.8	4.9	84,090,096	4.30
September 2004	3.6	4.2	131,657,841	3.97
August 2004	3.7	4.3	19,772,370	4.04

The highest and lowest market sale prices and the volume weighted average prices of NuStar Shares on the ASX during each of the preceding four months were as follows:

The share price performance of NuStar from 1 December 2002 to 1 December 2004 is illustrated in the chart below:

Can I trade my St Barbara Shares after I accept the Buy-back Offer? $1.13$

You should not otherwise sell or offer to sell the St Barbara Shares you have nominated for sale in the Buy-back.

If you sell or offer to sell St Barbara Shares after you accept the Buy-back Offer, and at the Buy-back Date you do not hold at least the number of St Barbara Shares you nominated for sale in the Buy-back, St Barbara may deem you to have nominated to sell the number of St Barbara Shares held by you on the Buy-back Date and you may as a consequence incur liabilities to other parties.

$1.14$ How will the Sedimentary Offer affect the Buy-back?

As announced on 3 December 2004, the Sedimentary Offer will close on 4 January 2005, unless extended by Sedimentary. Under the Buy-back, St Barbara expects to transfer the NuStar Shares to St Barbara Shareholders who accept the Buy-back Offer on 21 January 2005. The ability of a St Barbara Shareholder (who becomes registered as a NuStar Shareholder as a result of the Buy-back) to participate in the Sedimentary Offer will

depend on whether the Sedimentary Offer is still open for acceptance on the date that shareholder is, or is entitled to be, registered as a NuStar Shareholder under the Buy-back. Therefore, on the basis of the present timetable, St Barbara Shareholders should not assume that in accepting the Buy-back Offer they will be entitled to participate in the Sedimentary Offer in respect of any NuStar Shares transferred to them under the Buy-back.

St Barbara Shareholders should seek their own professional advice in relation to the implications of the Sedimentary Offer on their decision to accept the Buy-back Offer.

1.15 What is the implied value of the Buy-back Consideration based on ASX market trading price?

The consideration offered by St Barbara under the Buy-back Offer is 1.25 NuStar Shares for each St Barbara Share. By way of example only, utilising the closing price of NuStar Shares on the ASX on 1 December 2004 of 5.9 cents, the Buy-back ratio described attributes a value to each St Barbara Share of approximately 7.4 cents, to be paid by way of the transfer from St Barbara to accepting St Barbara Shareholders of the relevant NuStar Shares. However, the price of St Barbara Shares closed at 8.3 cents that day.

As noted in section 1.11 above, however, the prices at which St Barbara and NuStar shares trade will vary significantly in the future and the calculation performed above by way of example will vary in accordance with those variations. By making the Buy-back Offer and in setting the Buy-back Consideration. St Barbara is not making any recommendation or giving any advice on the value of your St Barbara Shares or the NuStar Shares.

$\overline{2}$ How do I participate in the Buy-back?

$2.1$ Step 1 - Decide whether you want to accept the Buy-back Offer

The Acceptance Form accompanying this Buy-back Booklet sets out your holding of St Barbara Shares. If you decide to accept the Buy-back Offer, you must sell all of your St Barbara Shares in the Buy-back.

If you do decide to accept the Buy-back Offer you are effectively choosing to exchange your investment in St Barbara for an investment in NuStar. Accordingly, subject to any St Barbara Shares you may retain due to a scale back, you will not be eligible to participate in any future benefits that may accrue to a St Barbara Shareholder. Further, you will be exposed to the risks and liabilities that will accrue to you as a NuStar Shareholder. You should carefully read the NuStar Information contained in sections 6 to 9.5 of this Buyback Booklet and in particular the risks contained in section 8.

$2.2$ Step 2 - Accept the Buy-back Offer

The way you accept the Buy-back Offer will depend on the type of holding you have.

Issuer Sponsored Holdings $(a)$

You must complete and sign your Acceptance Form enclosed with this Buy-back Booklet and send it so it is received by the Share Registry by 5.00pm (Perth time) on Friday 14 January 2005 at:

If sending by mail:	If delivering by hand/courier:
St Barbara Buy-back	St Barbara Buy-back
C/- Advanced Share Registry Services	C/- Advanced Share Registry Services
PO Box 6283	7th Floor
East Perth, Western Australia, 6892	200 Adelaide Terrace
	Perth. Western Australia. 6000

St Barbara will not accept your Acceptance Form unless it is actually received at either of the above addresses by 5.00pm (Perth time) on Friday 14 January 2005. You should allow sufficient time for this to occur.

$(b)$ CHESS Holdings

If you have a CHESS Holding, you must contact your controlling participant (normally your broker) in sufficient time for them to process your Acceptance no later than by 5.00pm (Perth time) on Friday 14 January 2005. Acceptances which are not fully processed before this time will not be accepted.

You should not send your Acceptance Form to the Share Registry as they cannot process your form. Only your controlling participant can accept on your behalf.

If you are a CHESS Holder, you may receive written confirmation from CHESS of the acceptance made on your holding by your controlling participant.

3 Australian tax considerations for St Barbara Shareholders

$3.1$ Background

The following information is intended to provide a general guide on the Australian taxation position of St Barbara Shareholders under the Buy-back based on the income tax legislation as at 16 November 2004.

The information below is not intended to represent an authoritative or a complete analysis of all potential Australian taxation consequences applicable to the particular circumstances of each St Barbara Shareholder. The information is not intended to be advice and should not be relied upon on that basis. St Barbara Shareholders should obtain independent professional advice in relation to their own circumstances. In particular, St Barbara Shareholders who are not tax residents of Australia should discus their taxation position with their own advisers.

$3.2$ No part of the Buy-back Consideration should be a dividend

No part of the Buy-back Consideration will be treated as a dividend for income tax purposes as the entire Buy-back Consideration will be debited against the share capital account.

Although the Commissioner of Taxation (Commissioner) has, in certain circumstances, the power to make a determination that some part of the consideration for a buy-back be treated as a dividend for income tax purposes, such a power may only be exercised in certain circumstances, including where the return of capital is made in substitution for a dividend. Where, as in the case of St Barbara, the company has no retained earnings and no ability to declare a dividend, the St Barbara Directors consider that the Commissioner has no authority to make a determination that part of the Buy-back Consideration be treated as a dividend for income tax purposes.

$3.3$ Buv-back Consideration

As the Buv-back Consideration consists of shares in NuStar, each St Barbara Shareholder will be taken as having received consideration equal to the market value (at the time of the Buy-back) of the NuStar Shares received by that shareholder.

$3.4$ St Barbara Shares held on capital account

To the extent that the value of the Buy-back Consideration exceeds the St Barbara Shareholder's cost base of the St Barbara Shares bought back, they may derive a capital gain.

St Barbara Shareholders who have owned their St Barbara Shares for longer than 12 months may be entitled to the capital gains tax discount, amounting to 50% of the capital gain derived by St Barbara Shareholders who are individuals or trustees and 33% of the capital gain derived by superannuation funds.

If the reduced cost base of the St Barbara Shares bought back exceeds the Buy-back Consideration for those shares, the difference will be a capital loss.

A non-resident St Barbara Shareholder who participates in the Buy-back should not make an Australian capital gain or loss in relation to its St Barbara Shares bought back, provided that the non-resident St Barbara Shareholder and its associates beneficially owned less than 10% by value of the issued shares of St Barbara at any time during the 5 years prior to the Buv-back.

$3.5$ St Barbara Shares held on revenue account

The excess of the value of the Buy-back Consideration over the cost of each St Barbara Share bought back will be included in the St Barbara Shareholder's assessable income.

Conversely, if the cost exceeds the Buy-back Consideration for each St Barbara Share bought back, the difference will be an allowable deduction.

Non-resident St Barbara Shareholders resident in countries with which Australia has a Double Tax Agreement may benefit from treaty protection in ensuring that no tax liability arises in Australia. Generally this could provide exemption from Australian tax unless the profits are attributable to a permanent establishment held by the non-resident St Barbara Shareholder in Australia.

All non-resident St Barbara Shareholders are strongly advised to seek independent taxation advice specific to their circumstances.

$3.6$ Cost base of NuStar Shares

NuStar Shares acquired by a St Barbara Shareholder way of Buy-back Consideration will have a cost base equal to the market value (at the time of the Buy-back) of St Barbara Shares bought back from that St Barbara Shareholder.

$3.7$ Stamp Duty and GST

No Australian State or Territory would impose stamp duty on the sale of the St Barbara Shares or the receipt of NuStar Shares under the Buy-back as the shares would be listed on the ASX at the relevant time.

No Australian Goods and Services Tax is payable on the sale of St Barbara Shares or the acquisition of NuStar Shares under the Buy-back, or on the distribution in specie, as all such transactions would be input taxed for Australian Goods and Services Tax purposes.

$\boldsymbol{4}$ Effects of the Buy-back on St Barbara

$4.1$ What effect will the Buy-back have on St Barbara's issued capital

As at the date of this Buy-back Booklet. St Barbara has 736,825,329 fully paid ordinary shares on issue. St Barbara is offering to buy-back up to 192,000,000 St Barbara Shares representing approximately 26.1% of St Barbara Shares currently on issue. As the St Barbara Shares bought back will be cancelled, the number of St Barbara Shares on issue will be reduced to 544,825,329 (assuming St Barbara receives Acceptances for all of the St Barbara Shares offered to be bought back).

What impact will the Buy-back have on St Barbara's financial position? 4.2

As the St Barbara Shares to be bought back by St Barbara will be cancelled, the effect will be to reduce St Barbara's issued share capital by up to 192 million ordinary shares.

In addition, the value of St Barbara assets will be reduced by up to \$9.6 million, being the carrying value of the 240 million NuStar Shares used to buy-back the St Barbara Shares.

St Barbara no longer consolidates its holding in NuStar as a consequence of the sale of 100 million shares which took place on 30 September 2004.

The St Barbara Directors are of the view that the Buy-back does not materially prejudice the Company's ability to pay its creditors as the consideration for the Buy-back is not cash.

$4.3$ How will the Buv-back be funded?

The Buy-back Consideration is not cash. St Barbara will exchange the St Barbara Shares bought back for NuStar Shares that it already owns. Accordingly, St Barbara does not need to raise any funds for the Buy-back.

$4.4$ Will the Buy-back have an effect on the control of St Barbara?

St Barbara's largest shareholder, RCF, has advised that it will not accept the Buy-back Offer in relation to any of its holding of 177,887,642 St Barbara Shares (comprising 24.14% of the Company's total issued capital). Further, two of the Company's substantial holders, Strata and Excalibur, and one shareholder, Ocean, have advised that they will accept, or procure the acceptance of, the Buy-back Offer in relation to their entire combined holding, as at 7 December 2004, of 153,680,547 St Barbara Shares (comprising a combined 20.9% of the Company's total issued capital).

As a result of the scale back mechanism, in the event of over acceptances under the Buyback, the final shareholding levels of RCF, Ocean, Strata and Excalibur will depend on the level of participation of other St Barbara Shareholders in the Buy-back. This will not be known until after the close of the Buy-back Offer Period.

For illustration purposes, the following table sets out the possible effect of the Buy-back on RCF, Ocean, Strata and Excalibur assuming 100%, 50%, 25% and 0% of participation by other St Barbara Shareholders.

	Current holding of St Barbara Shares	Level of participation by St Barbara Shareholders other than RCF, Ocean, Strata and Excalibur
		0%	25%	50%	100%
RCF	177,887,642 $(24.14\%)$	177,887,642 $(30.50\%)$	177,887,642 (32.65%)	177,887,642 (32.65%)	177,887,642 (32.65%)
and Ocean. Strata Excalibur'	153,680,547 $(20.86\%)$	A $(0\%)$	37,965,790 (6.97%)	50.108,592 $(9.20\%)$	100,889,931 $(18.52\%)$
Other shareholders	405,257,140 $(55.00\%)$	405,257,140 $(69.50\%)$	328,971,897 $(60.38\%)$	316,829,095 (58.15%)	266,047,756 $(48.83\%)$

Note 1: Ocean, Strata and Excalibur have a relevant interest in St Barbara Shares as at 7 December 2004 of 35,000,000, 46,200,000 and 72,480,547 respectively.

RCF has advised the Company that, if its voting power in the Company increases pursuant to the Buy-back Offer, it has no current intentions to change its policies in regards to its investment in the Company. RCF has indicated to the Company that it has been advised by the Foreign Investment Review Board that it does not need to obtain approval for any increased voting percentage in St Barbara as a result of the Buy-back Offer.

$4.5$ Financial statements

St Barbara lodged its latest set of audited financial statements for the year ended 30 June 2004 with the ASX on 30 September 2004. St Barbara also lodged with ASX its first quarter activities and cash flow report on 27 October 2004.

Copies of these financial statements are available upon request and without charge to any St Barbara Shareholder. They are also available for St Barbara Shareholders to download at St Barbara's website at www.stbarbara.com.au or on the ASX website www.asx.com.au.

5 Further information on the Buy-back

This section sets out further details of the Buy-back including important information for Foreign Participants, joint shareholders, trustees and nominees.

$5.1$ Deemed Acceptances

If you purport to accept the Buy-back Offer for less than 100% of your St Barbara Shares, you will be deemed to have accepted the Buy-back Offer for all of your St Barbara Shares held on the Buy-back Date. However, the actual number of St Barbara Shares bought back may be subject to a scale back as set out in section 1.4.

St Barbara may, at its sole discretion, at any time deem any Acceptance Form it receives to be a valid Acceptance, or disregard any Acceptance Form, as St Barbara determines appropriate, and may waive any or all of the requirements for acceptance of the Buy-back Offer.

$5.2$ Buy-back Consideration

The Buy-back consideration offered by St Barbara under the Buy-back Offer is 1.25 NuStar Shares for each St Barbara Share, up to a maximum of 240 million NuStar Shares. Any fractional entitlement will be rounded down to the nearest whole number of NuStar Shares.

Based on the volume weighted average price of NuStar Shares over the 5 trading days prior to the date of announcement of the Buy-back on 20 September 2004, the Buy-back ratio described above means that the value attributed to each St Barbara Share is approximately 4.8 cents at that time.

Please refer to section 1.12 for information about the performance of St Barbara Shares and NuStar Shares on ASX over recent times.

5.3 Shareholders with more than one holding of St Barbara Shares

You will receive a personalised Acceptance Form for each separate registered holding of St Barbara Shares (for example, if you hold some St Barbara Shares in your name and some St Barbara Shares jointly with your spouse, you will receive two Acceptance Forms). You may accept the Buy-back Offer for any or all of your separate registered holdings provided that you complete the Acceptance Form and follow the instructions on each Acceptance Form for each holding you wish to sell under the Buy-back. Any scale back that applies to St Barbara Shares you wish to sell from more than one of your registered holdings of St Barbara Shares will be applied to each of those registered holdings as if they were held by different persons.

Joint shareholders $5.4$

If you hold your St Barbara Shares jointly with another person and you have an Issuer Sponsored Holding, you must complete and return the Acceptance Form in accordance with the instructions for joint holdings on the Acceptance Form. If the joint holding is a CHESS Holding, you must follow your controlling participant's instructions.

5.5 St Barbara Shares held by trustees and nominees

Trustees and nominees who hold St Barbara Shares should inform the beneficial owners of the St Barbara Shares about the Buy-back and then aggregate all Acceptances received from beneficial owners. It is the responsibility of the trustee or nominee to submit an aggregated Acceptance Form on behalf of all beneficial owners. In the case of Issuer Sponsored Holdings, the trustee or nominee should send an aggregated Acceptance Form

to the Share Registry by 5pm on Friday 14 January 2005. For CHESS Holdings, the trustee or nominee will need to aggregate all Acceptances received from beneficial owners and provide instructions to its controlling participant in time for the Acceptance Form to be processed by 5pm on Friday 14 January 2005. Any scale back that applies to St Barbara Shares tendered by trustees or nominees will be performed on a registered shareholder hasis

5.6 Margin lending and ACH collateral arrangements

If you hold St Barbara Shares under margin lending arrangements or ACH collateral arrangements or if they are held as security for a loan, you should ensure that your participation in the Buy-back is permitted by those arrangements or loan documentation.

5.7 St Barbara Shareholders who receive a pension or allowance

The effect your participation in the Buy-back will have on your pensions or allowances (or those of your dependents) will depend upon the value of the St Barbara Shares bought back, and on the level of your other income and assets. It is possible that your pension or allowance payments will not be affected at all because the social security income and assets tests allow you to have income and assets up to certain amounts without any reduction in payment. It will depend upon your particular circumstances. If you are in any doubt as to the action you should take, you should consult your professional adviser immediately.

5.8 Buv-back Offer cannot be transferred

You cannot transfer your rights under this Buy-back Offer. Those rights are personal to you.

5.9 Variation or termination of the Buy-back

St Barbara may, in its complete discretion and without liability to any person, terminate the Buy-back at any time on or before the Buy-back Date by making an announcement to that effect to ASX.

St Barbara may also, in its absolute discretion, extend or vary the dates and times set out in this Buy-back Booklet without notifying you personally. St Barbara will make a public announcement of any such extensions or variations to the ASX.

5.10 Withdrawal of Acceptance

You may only withdraw your Acceptance of the Buy-back Offer by following the procedures set out below.

Issuer Sponsored Holdings

You may withdraw your acceptance of the Buy-back Offer by notifying St Barbara or the Share Registry in writing of the withdrawal of your Acceptance. This withdrawal must be received by the Share Registry by no later than 5:00pm on 14 January 2005. You may not withdraw your Acceptance of the Buy-back Offer after this time.

CHESS Holdings

If you have a CHESS Holding you will need to instruct your controlling participant in sufficient time for them to process your withdrawal by no later than 5:00pm on 14 January 2005.

$5.11$ Buy-back Offer is not a contract until Buy-back Date

A Buy-Back agreement in respect of the sale to St Barbara of your St Barbara Shares does not arise until the specified time for acceptance of the Buy-back Offers has closed.

$5.12$ Transfer of Buy-back Consideration

Unless you are a Foreign Participant, the transfer of NuStar Shares is expected to occur on or about 21 January 2005. If a scale back is required (refer section 1.4), St Barbara will announce to ASX the details of the scale back as soon as practicable after the Closing Date. Holding statements are expected to be dispatched on or about 24 January 2005. Under the terms of the Buy-back Offer, St Barbara is authorised to effect the transfer of NuStar Shares on your behalf, and no further action is required by you once you have accepted the Buy-back Offer.

If you are a Foreign Participant, you should receive the cash proceeds (less sale expenses) such as brokerage) from the nominee in late February.

5.13 Foreign Participants

No action has been taken to register or qualify the NuStar Shares, the Buy-back Offer, this Buy-back Booklet or to otherwise permit a public offering of NuStar Shares, in any jurisdiction outside Australia and New Zealand.

This Buy-back Booklet does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Buy-back Booklet outside Australia may be restricted by law and persons who come into possession of this Buy-back Booklet outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

If you held St Barbara Shares on the Record Date and you are:

a resident of Australia or New Zealand; or
a resident of the United Kingdom and you meet the criteria set out in section 5.14,

then you are eligible to receive NuStar Shares as Buy-back Consideration under the Buyback Offer.

If you do not satisfy the above criteria, you are a Foreign Participant and if you accept the Buy-back Offer you will not receive NuStar Shares as Buy-back Consideration. Instead, St Barbara has appointed a nominee to sell the NuStar Shares that you would otherwise have received on your behalf and you will receive the cash proceeds (less sale expenses such as brokerage) from the sale.

Neither St Barbara, NuStar nor the nominee will be liable for a failure to sell NuStar Shares at any particular price.

5.14 St Barbara Shareholders in the United Kingdom

In the United Kingdom communication of this document is restricted pursuant to Section 21 (Restrictions on financial promotion) of the Financial Services and Markets Act 2000 (as amended). If you are resident in the United Kingdom the offer to receive NuStar Shares as Buy-back Consideration is only made to you if:

you are a person falling within paragraph $(2)(a)$ of Regulation 7 of the Public $(a)$ Offers of Securities Regulations 1995 (as amended, the POS Regulations) being a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business: and
(b) you are either:
$(1)$ an "investment professional" (being persons having professional experience in matters relating to investments) within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended, the Financial Promotion Order); or
$(2)$ a person to whom one of paragraphs $(2)(a)$ to $(d)$ of Article 49 (High net) worth companies, unincorporated associations etc.) of the Financial Promotion Order applies, being either:
- $(A)$ a company which has (or is within a group which has) at least 20 members plus share capital or net assets of at least £500,000 or fewer than 20 members but share capital or net assets of at least £5 million;
- an unincorporated association or partnership with net assets in excess $(B)$ of £5 million:
- the trustee of a high value trust; or $(C)$
- $(D)$ any person acting in the capacity of director, officer or employee of $(A)$ , $(B)$ or $(C)$ above with responsibility in that capacity for investment activity;

and

$(c)$ you have executed a declaration in a form acceptable to St Barbara certifying that you are a person who meets the above criteria and returned that declaration to the Company Secretary of St Barbara (so it is received by no later than the Closing Date). If you are resident in the United Kingdom, you should have separately received a form of declaration which is acceptable to St Barbara for these purposes.

If you are resident in the United Kingdom and you are not such a person as is described in paragraphs (a) and (b) above, you are not eligible to receive NuStar Shares as Buy-back Consideration and you should not execute a declaration as described in paragraph (c) above.

$5.15$ Litigation and liabilities

Westgold and Kingstream

St Barbara is currently a defendant in two separate claims in the Supreme Court of Western Australia. The plaintiff in the first claim is Westgold Resources NL and the plaintiff in the second claim is Kingstream Steel Limited (subject to Deed of Company Arrangement).

St Barbara Shareholders should refer to St Barbara's 2004 Annual Report at pages 56 and 57 for full details of both these claims.

Australian Taxation Office

Following changes in St Barbara's management commencing on 20 July 2004, St Barbara Directors discovered that the Company had failed to remit payment for certain taxes to the ATO. St Barbara subsequently made full and voluntary disclosure of these unremitted taxes to the ATO and disclosed the quantum of the liability in its 2004 Annual Report.

The Company is in the process of finalising these discussions and no material changes are expected.

The ATO may level penalties against St Barbara in relation to these unpaid taxes. At the date of this Buy-back Booklet, the ATO's intention in relation to any penalties it may level, or the quantum of any such penalties, is not known.

$6.1$ Prospectus disclosure

As the Buy-back Consideration for the St Barbara Shares bought back consists of NuStar Shares, and as St Barbara has the potential capacity to determine the outcome of decisions about NuStar's financial and operating policies, St Barbara must prepare a disclosure document in relation to the NuStar Shares it is offering as Buy-back Consideration.

This disclosure document must take the form of a prospectus and be prepared in accordance with Part 6D.2 of the Corporations Act. Accordingly, this Buy-back Booklet also constitutes a prospectus under Chapter 6D of the Corporations Act and any reference to the Buy-back Booklet is a reference to the prospectus for the offer of NuStar Shares.

St Barbara Shareholders should be aware that the NuStar Shares being offered as Buy-back Consideration are continuously quoted securities (as defined in the Corporations Act) and the prospectus constituted by this Buy-back Booklet has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Buy-back Booklet (and the NuStar Information contained therein) does not contain the same level of disclosure as an initial public offering prospectus. If you are in doubt as to the course you should follow, please consult your professional advisers.

$6.2$ Co-operation Deed

To fulfil its obligations in relation to the information regarding NuStar contained in the disclosure document. St Barbara has entered into an agreement with NuStar dated 18 November 2004 (Co-operation Deed) whereby NuStar has agreed, amongst other things, to provide St Barbara with all information in relation to NuStar necessary for St Barbara to meet its obligations under Part 6D.2 of the Corporations Act (NuStar Information). The major terms of the Co-operation Deed are summarised at section 9.2.

6.3 Overview of NuStar

NuStar was incorporated in 1993 as Taipan Resources NL and changed its name and status to NuStar Mining Corporation Limited with effect from 20 February 2004. NuStar is a public company and NuStar Shares were (and continue to be) admitted to quotation on the ASX since 4 November 1993. NuStar trades under the ASX code of NMC.

NuStar's prime asset is the 100% owned Paulsen's Project, located in Western Australia's Ashburton region in Western Australia, 180 kilometres west of Paraburdoo.

Following a contested takeover in 2000. St Barbara acquired an 88% shareholding in NuStar and subsequently assumed control of the management of NuStar and funded the on-going evaluation of the Paulsen's Project.

In late 2003 NuStar was significantly restructured in preparation for the development of gold mining operations at Paulsen's. This involved:

exchanging \$17.6 million debt owed to St Barbara for equity; ٠
recapitalization of NuStar through an \$18 million institutional placement and \$3 million share purchase plan (diluting St Barbara's shareholding to 55.3% at the time which has subsequently decreased to $38.61\%$ );
the appointment to the board of three new independent non-executive directors with substantial project development experience;
the recruitment of a dedicated management team; and
changing NuStar's status and name to NuStar Mining Corporation Limited.

Assuming St Barbara receives Acceptances for all of the St Barbara Shares offered to be bought back under the Buy-Back Offer and sells 100 million NuStar Shares pursuant to the option it has granted to Claymore Capital, St Barbara's shareholding in NuStar will be diluted to 4.26%. Notwithstanding that its current holding is 38.61%, St Barbara no longer, in effect, controls the management or operations of NuStar. NuStar is in the process of winding down the management/services arrangement between the two companies and expects to be situated in a new and separate corporate office by early January 2005.

On 29 November 2004, NuStar Shareholders approved the following:

the acquisition by NuStar, and the surrender by St Barbara, of all of St Barbara's right, title and interest in the Paulsen's Royalty for a total purchase price of \$5.1 million; and
the acquisition and assumption by NuStar of all of St Barbara's right, title, interest and obligations under the Wyloo Joint Venture Agreement for an initial purchase price of \$50,000 and an additional purchase price of \$400,000 if NuStar delineates a probable reserve greater than 100,000 ounces of gold at 5 grams per tonne on any one or more of the tenements the subject of the Wyloo Joint Venture or NuStar commences mining on any one or more of those tenements.

Completion of these transactions was effected on 30 November 2004. A pro forma balance sheet, as at 30 June 2004, prepared on the assumption that the above acquisitions had been effected on that date is set out in section 7.5 of this Buy-back Booklet.

Development at the Paulsen's Project commenced in May 2004 and first gold production is anticipated in May 2005. The Paulsen's Project is being developed as a high grade underground mine based on a resource of 1.44 million tonnes at 11.7 $g/t$ for a contained 541,000 ounces and a mine reserve of 1.20 million tonnes at 10.7 $g/t$ .

A debt funding facility with Westpac Banking Corporation (Westpac) has been entered into to finance the construction of an on-site treatment plant at the Paulsen's Project (and to fund the acquisition of the Paulsen's Royalty). Other key contracts have been finalised including for the construction of the plant with Roche Mining (JR) Pty Ltd (Roche), for the mine development and production with Barminco Limited (Barminco), for the supply and management of camp facilities with Compass Group (Australia) Pty Ltd (Compass) and for power generation and reticulation with Power West Pty Ltd (Power West). A summary of the material terms of these key agreements is provided in section 9.2 of this Buy-back Booklet.

In line with the NuStar Board's objective to secure a dominant position in the Ashburton region, and as announced to ASX on 2 December 2004. NuStar recently expanded its exploration portfolio by entering into a joint venture with Cullen Exploration Pty Ltd to earn a majority interest over a total area of approximately 175 square kilometres. This area is 15 kilometres south of the Paulsen's Project. NuStar is focused on developing the full potential of the Paulsen's Project and NuStar's exploration assets in the Ashburton region in order to deliver capital growth and dividends to NuStar Shareholders.

$\overline{7}$ Effect of the Buy-back on NuStar

$7.1$ Corporate activities and strategy

The Buv-back Offer by St Barbara will not impact on NuStar's corporate activities or strategy. Whilst St Barbara has the potential capacity to determine the outcome of decisions about NuStar's financial and operating policies (by reason of its current 38.61% shareholding in NuStar). St Barbara does not currently take part in the day to day control and management of NuStar and does not have any nominees on the NuStar board. Therefore, in effect St Barbara no longer controls the management or operations of NuStar. Accordingly, the reduction in St Barbara's shareholding from 38.61% to 4.3% (which assumes that St Barbara transfers 240 million NuStar Shares through acceptances under the Buy-back Offer and sells 100 million NuStar Shares under the option it has granted to Claymore Capital) will not cause any anticipated change in NuStar's corporate activities and strategy.

As noted in section 6.3, NuStar has given notice to St Barbara of its intention to relocate from the premises it has jointly shared with St Barbara. NuStar intends to relocate its corporate office by early January 2005.

$7.2$ Dividend policy

NuStar anticipates there will be an ongoing requirement to reinvest part profits in order to enhance its future potential earnings and to attain consistent and growing earnings. However, the payment of dividends to NuStar Shareholders is high on the agenda for NuStar. These dividends will not be fully franked in the first instance due to substantial available tax losses.

Notwithstanding this, the NuStar Directors can give no assurance as to the extent, timing or actual payment of future dividends or the availability or level of franking credits. The level of dividends payable will depend upon a number of factors including future earnings, capital requirements for expansion and overall financial position of NuStar. NuStar has not declared, or paid any dividends before the date of this Buy-back Booklet.

$7.3$ Impact on capital structure

The Buy-back Offer by St Barbara will not impact on NuStar's capital structure. Following the Buy-back Offer, NuStar's capital structure will remain as follows:

989,925,636 fully paid ordinary shares; ä.
5,000,000 options exercisable at \$0.05 on or before 30 April 2009; and
2,500,000 options exercisable at \$0.05 on or before 30 June 2009.

By reason of St Barbara's scale-back mechanism in relation to acceptances under the Buy-back Offer (see sections $1.4(a)$ and $1.4(b)$ ), there exists a likelihood that the Buy-back Offer will result in an increase in the number of holdings of NuStar Shares which do not constitute a marketable parcel.

$7.4$ Impact on financial position

Completion of the Buy-back Offer will have no direct impact on the financial position of NuStar. In consideration for St Barbara Shareholders agreeing to sell their St Barbara Shares to St Barbara, St Barbara will transfer NuStar Shares to accepting shareholders under the terms of the Buy-back Offer. Whilst there will be a resultant change in the ownership and control of NuStar Shares, this will not effect the financial position of NuStar.

However, the acquisition of the Paulsen's Royalty from St Barbara and the purchase of St Barbara's interest in the Wyloo Joint Venture, approved by NuStar Shareholders on 29 November 2004 and completed on 30 November 2004, have impacted on the financial position of NuStar.

Subject to audit review, the key impacts of the acquisitions of the Paulsen's Royalty and the interest in the Wyloo Joint Venture on NuStar's financial position are:

The level of debt incurred by NuStar will have increased by \$5.1 million.
The future obligation to pay the Paulsen's Royalty has been removed. Based on ä. existing reserves, forecast metallurgical recovery and the spot gold price as at 30 September 2004 (A\$570 per ounce), royalty payments (undiscounted for time value) would have totalled approximately \$10.9 million.
The introduction of an interest in the Wyloo Joint Venture, including the obligation ٠ to expend \$440,000 by 15 November 2005 to earn 51%, and a further \$400,000 by 15 November 2006 to earn an additional 19%.
The introduction of a contingent liability on the basis that a further \$400,000 will become payable to St Barbara if NuStar delineates a probable reserve greater than 100,000 ounces of gold at 5 grams per tonne on any one or more of the tenements the subject of the Wyloo Joint Venture or NuStar commences mining on any one or more of those tenements.

A pro forma balance sheet, as at 30 June 2004, prepared on the assumption that the above acquisitions had been effected on that date is set out in section 7.5 of this Buy-back Booklet.

$7.5$ Pro forma statement of financial position

Set out below is the pro-forma consolidated statement of financial position as at 30 June 2004 which has been adjusted only to reflect the completion of the purchase of the Paulsen's Royalty and the purchase of St Barbara's interest in the Wyloo Joint Venture.

	Audited Consolidated 30 June 2004	Royalty & Wyloo JV Acquisition	Notes	Pro forma Position
Assets
Current assets
Cash assets	12,848,635	(50,000)	1	12,798,635
Receivables	1,354,013	(215,000)	2	1,139,013
Other financial assets	187,800			187,800
Total Current Assets	14,390,448			14, 125, 448
Non-current assets
Restricted cash Property, plant and	342,600			342,600
equipment	17,595			17,595
Mining properties	1,715,371	5,150,000	3	6,865,371
Total non-current
assets	2,075,566			7,225,566
Total Assets	16,466,014			21,351,014

Statement of Financial Position – Pro forma as at 30 June 2004

Liabilities

Current liabilities
Payables	797,504			797,504
Interest bearing
liabilities	900,000			900,000
Total current liabilities	1,697,504			1,697,504
Non Current
liabilities
Interest bearing
liabilities	0	4,885,000	$\overline{4}$	4,885,000
Total non current
liabilities	$\theta$			4,885,000
Total Liabilities	1,697,504			6,582,504
Net Assets	14,768,510			14,768,510
Equity
Contributed equity	54,830,120			54,830,120
Reserves	2,641,583			2,641,583
Accumulated losses	(42, 703, 193)			(42,703,193)
Total Equity	14,768,510			14,768,510

Notes:

(1) \$50,000 relates to the settlement of the acquisition of the interest in the Wyloo Joint Venture. In addition please refer to the summary of the Westpac Facility Agreement in section 9.2 in relation to the cash assets of NuStar post 30 June 2004.

(2) Reduction in St Barbara receivable in relation to the acquisition of the Paulsen's Royalty.

(3) \$5,100,000 acquisition of the Paulsen's Royalty and \$50,000 acquisition of an interest in the Wyloo Joint Venture from St Barbara. These figures do not include transaction costs to be incurred to complete the acquisition. These figures also do not include a further \$400,000 which will become payable to St Barbara if NuStar delineates a probable reserve greater than 100,000 ounces of gold at 5 grams per tonne on any one or more of the tenements the subject of the Wyloo Joint Venture or NuStar commences mining on any one or more of those tenements.

(4) The acquisition of the Paulsen's Royalty is funded through the Westpac Facility Agreement.

$7.6$ Significant shareholders

As referred to in section 4.4, two St Barbara substantial holders. Strata and Excalibur, and one shareholder, Ocean, have advised St Barbara that they will accept, or procure the acceptance of, the Buy-back Offer in relation to their entire holdings of St Barbara Shares. As a result of the scale back mechanism, in the event of over acceptances under the Buyback Offer, the final levels of holding by Ocean, Strata and Excalibur in NuStar Shares will depend on the level of participation of other St Barbara Shareholders in the Buy-back. This will not be known until after the close of the Buy-back Offer Period.

Section 4.4 sets out the impact of the Buy-back on control of St Barbara. The following table sets out the possible effect of the Buy-back Offer on control of NuStar by illustrating changes to current and potential significant holders in NuStar on the assumption that Ocean, Strata and Excalibur accept, or procure the acceptance of, the Buy-back Offer for their entire holdings of St Barbara Shares and there are no over acceptances resulting in a scale back of the NuStar Shares to be received by those Holders as Buy-back Consideration. In the event of a scale back, the holdings set out in the following table for Ocean, Strata and Excalibur will decrease proportionately.

Significant holder in NuStar	Current interest in St Barbara Shares (4)	Current interest in NuStar Shares (4)	Interest in NuStar Shares following the Buy-back Offer
AMP Limited	$\Omega$	50,000,000	50,000,000
	$(0\%)(1)$	$(5.05\%)$	$(5.05\%)$
Trustees Equity Limited	∩ $(0\%)(1)$	66,995,871 $(6.77\%)$	66,995,871 $(6.77\%)$
Excalibur	72,480,547	$\Omega$	90,600,684
	$(9.84\%)$	$(0\%)(2)$	(9.15%)
Ocean	35,000,000	$\Omega$	43,750,000
	(4.75%)	$(0\%)(2)$	$(4.42\%)$
Matthews Capital	∩	52,520,079	52,520,079
	$(0\%)$ (1)	$(5.31\%)$	(5.31%)
St Barbara	0	382,219,338	42,219,338 (3)
	$(0\%)$	$(38.61\%)$	$(4.26\%)$
Strata	46,200,000	$\Omega$	57,750,000
	$(6.27\%)$	$(0\%)(2)$	$(5.83\%)$

NOTES:

$(1)$ AMP Limited's, Equity Trustees Limited's and Mathews Capital Partners Pty Ltd's interest in St Barbara Shares (if any) as at the latest practicable date prior to the date of lodgement of this Buy-back Booklet at ASIC, is unknown to NuStar, however, it has been assumed that they have a nil interest in St Barbara Shares.
$(2)$ Ocean, Strata and Excalibur's interest in NuStar Shares (if any) as at the date of this document is unknown to NuStar, however, it has been assumed that they have a nil interest in NuStar Shares.
$(3)$ It has been assumed that the entire 240 million NuStar Shares offered under the Buy-back Offer will be transferred to accepting St Barbara Shareholders. Further, it should be noted the figure of 42,219,338 also assumes that the option granted by St Barbara to Claymore Capital to purchase 100 million NuStar Shares at 5 cents per share at any time up to 16 May 2005 is exercised.
$(4)$ Based on publicly available information as at the latest practicable date prior to the date of lodgement of this Buy-back Booklet at ASIC and the assumptions set out in this section.

$7.7$ Sedimentary Offer

On 19 November 2004, Sedimentary announced to ASX an intention to make a conditional off-market takeover offer for all of the NuStar Shares on the basis of 2 fully paid ordinary shares in Sedimentary for 9 NuStar Shares (Sedimentary Offer). Refer section 1.14 for more information on the Sedimentary Offer. The details of the Sedimentary Offer can be found in Sedimentary's bidder's statement dated 19 November 2004 and dispatched to NuStar Shareholders on 3 December 2004. Copies of Sedimentary's bidder's statement are available to download at Sedimentary's website at http://www.sedimentary.com.au or on the ASX website www.asx.com.au.

The St Barbara Board is still assessing its position in relation to the approximately 42 million NuStar Shares it will retain after the Buy-back (assuming St Barbara receives sufficient acceptances under the Buy-back to transfer the 240 million NuStar Shares offered as Buy-back Consideration and Claymore Capital exercises its option to purchase 100 million NuStar Shares). However, St Barbara's present intention as at the date of this Buy-back Booklet is not to accept the current Sedimentary Offer in relation to its holding of NuStar Shares although it reserves the right to do so if there is a significant change in circumstances or the terms of the Sedimentary Offer.

NuStar announced on 19 November 2004 that NuStar Shareholders are advised to take no action in relation to the Sedimentary Offer pending NuStar's consideration of Sedimentary's bidder's statement and until they receive a formal recommendation from the

NuStar Directors. The NuStar Directors will make a formal recommendation in relation to the Sedimentary Offer in the NuStar target's statement to be lodged in accordance with the Corporations Act. The NuStar target's statement must be sent to NuStar Shareholders no later than 18 December 2004. Copies of the target's statement (once lodged) will be available to download at NuStar's website at http://www.nustarmining.com.au or on the ASX website www.asx.com.au.

It is possible that, during the Buy-back Offer Period, Sedimentary may amend the terms of the Sedimentary Offer, including by waiving the conditions to the offer, or by improving the consideration offered. Any change in the terms of the Sedimentary Offer may impact upon a decision whether, or the extent to which, a St Barbara Shareholder should accept the Buy-back Offer. Accordingly, St Barbara Shareholders should monitor developments in relation to the Sedimentary Offer on the ASX website www.asx.com.au and should seek their own professional advice in relation to the implications of the Sedimentary Offer on their decision to accept the Buy-back Offer.

8 Risk factors

Neither St Barbara or NuStar, nor their respective directors nor any person associated with the companies guarantee the performance of NuStar, the performance of the NuStar Shares offered under this Buy-back Booklet or the market price at which the NuStar Shares will trade.

The business activities of NuStar are subject to risks and there are many factors which may impact the future performance of NuStar. These risks are both specific to NuStar and also relate to the general business and economic climate. These risks should be considered carefully by St Barbara's Shareholders before making a decision to accept the Buy-back Offer and receive NuStar Shares under the Buy-back as they may adversely affect the value of NuStar's assets and NuStar Shares. Some of these risks can be mitigated by the use of safeguards and appropriate systems and actions, but some are outside the control of NuStar and cannot be mitigated.

The principal risks include, but are not limited to, those detailed below. Prior to making a decision to accept the Buy-back Offer and receive NuStar Shares as the Buy-back Consideration, St Barbara Shareholders should consider the following risk factors, as well as the other information in this Buy-back Booklet.

$8.1$ Share price variations

The NuStar Shares are quoted on the ASX, where their price may rise or fall in relation to their current price. The NuStar Shares transferred as Buy-back Consideration carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on the ASX. The value of the NuStar Shares will be determined by the market and will be subject to a range of factors beyond the control of NuStar, and the directors and officers of NuStar. Such factors include, but are not limited to, the demand for and availability of NuStar Shares, movements in domestic interest rates, exchange rates, gold prices. fluctuations in the Australian and international markets and general domestic and economic activity. Returns from an investment in NuStar Shares may also depend on general market conditions as well as the performance of NuStar. There can be no guarantee that an active market in NuStar Shares will develop or that the market price of the NuStar Shares will not decline.

$8.2$ Economic factors

Changes in economic and business conditions or government policies in Australia or internationally may impact the fundamentals upon which the projected growth of NuStar or its costs structure and profitability will rely. Adverse changes in such things as the level of inflation, interest rates, exchange rates, government policy (including fiscal, monetary and regulatory policies), consumer spending, employment rates, amongst others, are outside the control of NuStar and may result in material adverse impacts on the business or its operating results.

8.3 Regulatory risk

Changes in relevant taxes (including the GST), legal and administrative regimes and government policies both in Australia and overseas may adversely affect the financial performance of NuStar. Any change to the current rate of company income tax in jurisdictions where NuStar operates will impact on shareholder returns. Any change to the current rates of income tax applying to individuals and trusts will similarly impact on shareholder returns. In addition, any change in tax arrangements between Australia and

other jurisdictions could have an adverse impact on profit margins and the level of franking credits available to frank any future dividends.

8.4 Commodity/currency movements/exposure

Foreign exchange currency movements may have an adverse effect upon the financial position of NuStar. Commodity prices fluctuate and are affected by many factors beyond the control of NuStar. Such factors include supply and demand fluctuations for precious metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of NuStar are and will be taken into account in Australian currency, exposing NuStar to fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

Refer to section 9.2 regarding NuStar's current hedging arrangements.

8.5 Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter when new information or techniques become available or when the ore body is actually intersected by development. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis or through the commencement of mining operations, the estimates may change. This could result in alterations to development and mining plans which may, in turn, adversely affect NuStar's operations and profitability.

8.6 Operating risks

The operations of NuStar may be affected by various factors, including, without limitation, failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial and/or employee disputes and unexpected shortage or increases in the costs of consumables, spare parts, plant and equipment.

$8.7$ Dependence on key personnel

NuStar is reliant on a number of key personnel that it employees or who consult to it. Loss of such personnel may have a materially adverse impact on the performance of NuStar. While there can be no assurance given as to the continued availability of such key personnel, NuStar has put in place employment contracts and equity participation programs with senior executives, and consultancy agreements with consultants. NuStar's operations are also dependent on recruiting and securing the services of key labour personnel for its mine development at Paulsen's. A failure to recruit such personnel may adversely affect NuStar's operations and profitability.

8.8 Acquisitions, joint ventures and NuStar Shareholder dilution

NuStar may assess strategic acquisitions and joint ventures as one of its growth strategies to complement and grow its existing business. However, there can be no assurance that NuStar will be able to successfully identify, acquire or integrate such businesses.

The consideration payable in respect of any such acquisition may consist wholly or partly of new NuStar Shares issued to the vendors, in which case the shareholdings of existing NuStar Shareholders would be diluted. Further, NuStar may seek to raise additional capital, in order to fund acquisitions, or for other purposes, by new issues of NuStar Shares. This would also have the effect of diluting the shareholdings of existing NuStar Shareholders. NuStar may elect to fund acquisitions using existing or new bank facilities. The NuStar Board will adopt prudent financial practices in assessing the appropriate funding mix. An inability to obtain additional finance, if required, would have a material adverse affect on NuStar's business and its financial condition and performance.

Subject to relevant joint venture agreements. NuStar cannot control the actions of joint venturers, and therefore, cannot guarantee that joint ventures will be operated or managed in accordance with NuStar's preferred direction or strategy.

8.9 Environmental risks

The operations and proposed activities of NuStar are subject to State and Commonwealth laws and regulations concerning the environment. As with most mining operations and exploration projects. NuStar's activities are expected to have an impact on the environment, particularly in relation to advanced mine development. It is NuStar's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

8.10 Title risks and native title

Interests in tenements in Australia are governed by the respective State or Territory legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequentially, NuStar could lose title to, or interest in tenements if licence or lease conditions are not met or if insufficient funds are available to meet expenditure commitments.

In addition, NuStar cannot guarantee that those tenements that are applications for tenements, at the date of this document, will ultimately be granted in whole or in part.

It is also possible that in relation to tenements which NuStar has an interest in, or will in the future acquire such an interest in, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of NuStar to gain access to tenements (through obtaining consent of any relevant landholder), or to progress from the exploration phase to the development and mining phase of operations may be affected.

Under the terms of the acquisition agreement for the Paulsen's Royalty, St Barbara and NuStar agreed that they will use best endeavours to amend a native title agreement previously reached between NuStar, St Barbara and the Puutu Kunti Kurrama and Pinikura people on 28 October 2002 (PKKP Agreement) to substitute the Puutu Kunti Kurrama and Pinikura people's rights arising under that agreement to a production royalty of St Barbara Shares for NuStar Shares. The PKKP Agreement provides, inter alia, that for each ounce of gold produced from the Paulsen's Mining Lease over and above 459,000 ounces NuStar will pay \$2 and St Barbara will issue St Barbara Shares to the value of \$2.83 to the Puutu Kunti Kurrama and Pinikura people. NuStar is obliged to negotiate to replace St Barbara's obligation to issue St Barbara Shares with an obligation to issue its own shares. for gold produced over and above 459,000 ounces. At the date of this document, the NuStar Directors are not aware of any reason why agreement will not be reached.

The NuStar Board will closely monitor the potential effect of native title claims involving tenements in which NuStar has, or may have, an interest.

$\overline{9}$ Additional information

$9.1$ Rights attaching to NuStar Shares

There is only one class of shares on issue in NuStar, fully paid ordinary shares.

The rights attaching to the NuStar Shares are:

$(a)$ set out in the NuStar Constitution: and
in certain circumstances, regulated by the Corporations Act, the Listing Rules, the $(h)$ ASTC Settlement Rules and the general law.

The principal rights, liabilities and obligations of NuStar Shareholders are summarised below. This summary is by no means exhaustive and does not constitute a definite statement of the rights, liabilities and obligations attaching to NuStar Shares.

Votina

Subject to any restriction on voting imposed due to a breach of the Listing Rules relating to restricted shares or any escrow agreement entered into by NuStar and a member, every holder of NuStar Shares present in person or by proxy, attorney or representative at a meeting of shareholders:

on a vote taken by a show of hands, has one vote; and $(a)$
$(b)$ on a poll, has one vote for every one share held by him or her.

A poll may be demanded before a vote is taken, or before or immediately after the declaration of the result of the show of hands by:

$(a)$ the chairperson of the meeting;
$(b)$ by at least five shareholders present in person or by proxy, attorney or representative: or
$(c)$ by one or more shareholders who are together entitled to not less than five percent of the total voting rights of all those shareholders having the right to vote on the resolution

Dividends

Dividends are payable out of NuStar's profits and may be declared by the NuStar Directors. Dividends declared will (subject to the rights of the shareholders and to the right of the holders of any share created or raised under any special arrangement or as to dividend) be payable on the shares in accordance with Corporation Act. No unpaid dividends will bear interest against NuStar.

Issue of further shares and variation of class rights

NuStar may by resolution and in accordance with the NuStar Constitution and the Corporations Act and Listing Rules alter its capital. Specifically NuStar may:

$(a)$ increase its capital by issuing more shares;
$(b)$ consolidate and divide any or all of its capital;
$(c)$ subdivide its capital into share of greater number than its existing shares; and
cancel shares which have not been taken or which have been forfeited. (d)

Class rights attaching to a particular class of shares may be varied by a special resolution passed at a separate meeting of the holders of that class or if such special resolution is not passed at such a meeting, class rights may be varied with the consent in writing of the

holders of at least 75% of the issued shares of that class within 2 calendar months from the date of such meeting.

Transfer of NuStar Shares

A NuStar Shareholder may only transfer NuStar Shares in accordance with the Listing Rules including by market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by ASX or in any other usual form approved by the NuStar Directors.

The NuStar Directors may refuse to register any transfer of NuStar Shares, other than a market transfer, where permitted by the NuStar Constitution, the Listing Rules or the ASTC Settlement Rules. NuStar must comply with such obligations as may be imposed on it by the Listing Rules and where appropriate the ASTC Settlement Rules in connection with any market transfer and may not prevent, delay or in any way interfere with the registration of a market transfer where to do so would be contrary to the provisions of any of the Listing Rules or ASTC Settlement Rules.

Marketable Parcel

The NuStar Constitution contains provisions enabling NuStar to dispose of shares where the shareholder holds less than a marketable parcel of shares within the meaning of the Listing Rules (being a parcel of NuStar Shares with a market value of less than \$500). To invoke this procedure, the NuStar Directors must give notice to the relevant shareholder at least 42 days prior to the sale, of NuStar's intention to dispose of the shareholding. The relevant shareholder may then elect not to have his or her shares sold by notifying the NuStar Directors in accordance with the NuStar Constitution.

General meeting and notices

Each NuStar shareholder is entitled to receive notice of and to attend general meetings for NuStar and to receive all notices, accounts and other documents required to be sent to shareholders under the NuStar Constitution, the Corporations Act or the Listing Rules.

Shareholder liability

As the NuStar Shares on issue are fully paid shares, they are not subject to any calls for money by the NuStar Directors and will therefore not become liable for forfeiture.

Winding up

NuStar has only issued one class of shares, which all rank equally in the event of liquidation. A liquidator may, with the authority of a special resolution of shareholders divide among the shareholders in kind the whole or any part of the property of NuStar, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders. The liquidator can with the sanction of a special resolution of NuStar's shareholders vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholders of NuStar can be compelled to accept any shares or other shares in respect of which there is any liability.

Directors - appointment and removal

The minimum number of directors is three. NuStar in general meeting may fix, increase or decrease the number of persons who may be appointed as directors but the minimum shall not be reduced below three.

The directors may at any time appoint any person as a director either to fill a casual vacancy or as an additional director. Any such director must retire at the next following annual general meeting of NuStar and is eligible for re-election as a director at that meeting.

No director other than the managing director may hold office no later than the third annual general meeting after his or her appointment or election without submitting himself or herself for re-election.

Directors - remuneration

The NuStar Constitution provides that the non-executive directors of NuStar are entitled to such remuneration, as determined by the NuStar directors which remuneration must not exceed in aggregate the maximum amount determined by NuStar in general meeting. Currently it has been determined that such remuneration will not exceed \$350,000 per annum, to be apportioned among the non-executive NuStar directors as they determine in their absolute discretion.

Officers' indemnity

NuStar has entered into, or will enter into, a deed of indemnity, insurance and access with each of the NuStar directors, executive officers and the company secretary of NuStar. Under these deeds, and as provided in the NuStar Constitution. NuStar will indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of NuStar.

Amendment

The NuStar Constitution can only be amended by a special resolution passed by a least three quarters of shareholders present and voting at the general meeting. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given.

ASX Listing Rules

NuStar is admitted to the Official List of the ASX, therefore, notwithstanding anything in the NuStar Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the NuStar Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done. authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the NuStar Constitution to contain a provision or not to contain a provision the NuStar Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the NuStar Constitution is or becomes inconsistent with the Listing Rules, the NuStar Constitution is deemed not to contain that provision to the extent of the inconsistency.

$9.2$ Material contracts

The NuStar Directors consider that there are a number of contracts which are significant or material to NuStar or of such a nature that an investor may wish to have particulars of them when making an assessment of whether to accept the Buy-back Offer.

Each of the key contracts for the Paulsen's Project (set out below) have been entered into in the normal course of business. Early termination of these contracts by NuStar could result in early termination charges of up to approximately \$3.5 million in aggregate. As at the latest practicable date prior to lodgement of this Buy-back Booklet with ASIC, it is the opinion of the NuStar Board that it is unlikely that any of the key contracts will be terminated before the end of their term as development of the Paulsen's Project is proceeding as planned.

The main provisions of each such contract are summarised below. These summaries do not purport to be complete and are qualified in their entirety by reference to the text of the contracts themselves.

Westpac Facility Agreement

By a contract between NuStar and Westpac dated 10 November 2004 (Westpac Facility Agreement) the parties have agreed the following key terms:

$(a)$ Westpac have agreed to provide a project finance facility, a revolving credit facility, a performance bond facility and a risk management facility to NuStar.
$(b)$ The total available limit under the project finance facility is \$30.3 million, the total under the revolving credit facility (for working capital and general corporate purposes) is \$3 million and the total under the performance bond facility is \$2.65 million.
$(c)$ The permitted use of funds drawn under the project finance facility is to part fund the construction and development of the Paulsen's Project and for initial working capital and to fund the payment of the \$5.1 million acquisition price of the Paulsen's Royalty. A portion (\$3 million) of the \$30.3 million project finance facility may only be drawn down in certain circumstances for use in the event of capital cost overruns and ramp up delays. As at the date the Buy-back Booklet was lodged with ASIC, \$4 million has been drawn down under the project finance facility. It was a condition to drawdown that NuStar expends not less than \$12 million of its own cash assets with respect to the development and construction of the Paulsen's Project. As at the date of this Buy-back Booklet, this condition has been met. Drawdown under the Westpac Facility Agreement is also subject to general conditions precedent standard for facilities of this nature.
Pursuant to the risk management facility. NuStar may enter into spot, forwards $(d)$ swaps or options up to the facility limit (being 190,000 ounces of gold up to the date of practical completion under the EPC Contract and 250,000 ounces of gold from the date of practical completion to the end of the term of the risk management facility). As at the date of this Buy-back Booklet, NuStar has hedged 115,000 ounces of gold on a flat forward basis at \$628 per ounce (representing 30 percent of forecast production) and established zero cost options over 58,000 ounces (a further 15% of forecast production), securing a floor price of \$609 per ounce with a full price participation up to \$650 per ounce. The forward sales and option contracts have maturities between July 2005 and December 2008.
$(e)$ The term for the project finance facility, the performance bond facility and the risk management facility is until 31 December 2008 or such earlier date on which monies become repayable in accordance with the Westpac Facility Agreement. The outstanding amounts owing under the project finance facility must be repaid in three monthly varying instalments commencing on 31 December 2005 and ending on 31 December 2008.
The term for the revolving credit facility is until 2 years and 3 months after the date $(f)$ of practical completion under the EPC Contract or such earlier date on which monies become repayable in accordance with the Westpac Facility Agreement.
In the event that NuStar becomes controlled by a person or entity holding a relevant $\left( \mathbf{g} \right)$ interest in greater than 20% of the NuStar Shares (other than a controller as at 10 November 2004), NuStar must immediately give notice to Westpac and Westpac has the right to review the terms of the Westpac Facility Agreement. If NuStar and Westpac have not agreed to an amendment of the terms within 2 months of such notice being given by NuStar, Westpac may require repayment of all or part of any outstanding monies and may terminate the Westpac Facility Agreement.
The Westpac Facility Agreement is secured, including by the grant to Westpac of a $(h)$ first ranking fixed and floating charge over the assets and undertakings of NuStar

and a mining mortgage over the Paulsen's Mining Lease (and other tenements held by NuStar), on standard commercial terms and conditions. Tripartite agreements between Westpac, NuStar and Roche (as the counterparty to the EPC Contract) and between Westpac, NuStar and Barminco (as the counterparty to the Mining Contract) have also been entered into to further secure Westpac's position.

Mining Contract

By a contract between NuStar and Barminco dated 17 November 2004 (Mining Contract) the parties have agreed the following key terms:

Barminco have agreed to provide underground mine development and production $(a)$ services for the Paulsen's Project.
The commencement date is July 2004 for a three year term and the date for $(b)$ completion is 30 June 2007.
Fixed and variable rates have been agreed pursuant to which a fixed monthly $(c)$ charge will be paid for each item of equipment, each staff member and Barminco's overheads with a variable charge for each unit of work completed.

NuStar estimates the total value of the Mining Contract to be approximately \$42 million.

EPC Contract

By a contract between NuStar and Roche dated 19 November 2004 (EPC Contract) the parties have agreed the following key terms:

$(a)$ Roche will provide engineering, procurement and construction services to NuStar for the construction of an on-site treatment plant at the Paulsen's Project.
The gold processing facility will be capable of treating 250,000 tonnes per annum $(b)$ of underground ore with a design head grade of 12.2 $g/t$ of gold.
A fixed contract sum of approximately \$11.1 million subject to standard $(c)$ commercial qualifications and exclusions.
Practical completion is scheduled for 2 May 2005. $(d)$
Title to all works passes to NuStar upon payment for works and materials. $(e)$

Camp Facilities Contract

By agreement reached between NuStar and Compass dated 16 April 2004 (Camp Facilities Contract) the parties have agreed the following key terms:

Compass has agreed to provide camp, office and service facilities and to supply $(a)$ catering, janitorial and grounds maintenance services to NuStar for the Paulsen's Project.
The commencement date is July 2004 for a four year term. $(b)$
A fixed monthly charge of \$71,255 is payable for the provision of the facilities. At $(c)$ the end of the contract NuStar is required to make a final payment of \$400,000 at which time ownership of the facilities transfers to NuStar. A separate variable charge, based on the occupancy of the camp, is payable for the services.
$(d)$ NuStar is required to maintain a bank guarantee in favour of Compass in an initial amount of \$1.57 million, reducing annually.
NuStar estimates the total value of the Camp Facilities Contract to be $(e)$ approximately \$7 million.

Power Contract

By agreement reached between NuStar and Power West dated 14 May 2004 (Power Contract) the parties have agreed the following key terms:

$(a)$ Power West has agreed to supply and maintain power generation and reticulation facilities for the Paulsen's Project.
$(b)$ The commencement date is July 2004 for a four year term.
$(c)$ Power generating capacity is to be staged as demand grows during development of the project. Monthly payments for the supply and maintenance of the power station range from an initial \$28,000 up to \$65,700. A fixed fee of \$10,000 per month is payable for the distribution system.
$(d)$ At the end of the contract NuStar assumes ownership of the distribution system and has an option to acquire the power station.
$(e)$ NuStar has agreed to provide a bank guarantee in favour of Power West for an amount of \$500,000 which reduces monthly over the term of the contract.

Executive Service Agreement

By a contract between NuStar and Brett Thomas Lambert (currently the acting chief executive officer of NuStar) dated 27 July 2004 (Executive Service Agreement) the parties have agreed the following key terms:

$(a)$ NuStar has agreed to employ Brett Lambert as an executive employee on a three vear term commencing on 1 May 2004.
Brett Lambert is to perform duties appropriate to the role of general manager with $(b)$ the intention that his role progress to chief executive officer, subject to NuStar's successful transition to producer status and the satisfactory performance of Brett Lambert as reasonably assessed by the Board. As at the date of this document, Brett Lambert is the acting chief executive officer of NuStar.
$(c)$ Brett Lambert is paid an annual salary of \$210,000 plus superannuation and additional benefits and receives short and long term performance incentives through participation in the NuStar Employee Option Scheme. Brett Lambert has been issued 5,000,000 options exercisable at 5 cents on or before 30 April 2009.
$(d)$ Brett Lambert may terminate the Executive Service Agreement on one month's notice. If NuStar terminates the Executive Service Agreement, other than for cause in accordance with the Executive Service Agreement, NuStar must pay Brett Lambert an additional amount equivalent to the following:
$(1)$ if the Executive Service Agreement is terminated within 12 months from the commencement date - 50% of his annual salary; or
if the Executive Service Agreement is terminated 12 to 24 months from the $(2)$ commencement date - 75% of his annual salary; or
$(3)$ if the Executive Service Agreement is terminated 24 to 36 months from the commencement date, then:
- if NuStar, prior to termination, has offered to extend the Executive $(A)$ Service Agreement – 100% of his annual salary; or
- $(B)$ if NuStar has not offered to extend the Executive Service Agreement $-$ the balance of his annual salary plus a further 25% of his annual salary in the final year of his term.

Co-operation Deed

On 18 November 2004, St Barbara and NuStar entered into the Co-operation Deed under which St Barbara and NuStar agreed to cooperate in the implementation of the Buy-back and the preparation of the Buy-back Booklet.

St Barbara Obligations

Under the terms of the Co-operation Deed, St Barbara must:

take all necessary or desirable steps to implement the Buy-back as soon as $(a)$ reasonably practicable;
prepare the Buy-back Booklet in accordance with all applicable laws and $(b)$ requirements, including the Corporations Act;
provide NuStar and its authorised representatives reasonable access to employees, $(c)$ officers and other facilities, and to the books and records of St Barbara for the purpose of NuStar or any relevant director, officer or adviser of NuStar agreeing to the issue of this Buy-back Booklet and providing any consents required under Part 6D.2 of the Corporations Act:
procure that any relevant director, officer or adviser of St Barbara provides NuStar $(d)$ with all necessary consents required under Part 6D.2 of the Corporations Act; and
obtain such reports as it considers appropriate from an independent expert and $(e)$ provide any assistance or information reasonably requested by any such independent expert to enable the preparation of reports for inclusion in the Buyback Booklet.

(St Barbara Obligations).

NuStar Obligations

Under the terms of the Co-operation Deed, NuStar must:

$(a)$ take all necessary or desirable steps to assist in facilitating the implementation of the Buy-back as soon as reasonably practicable;
procure that its officers and advisers work in good faith and in a timely and co- $(b)$ operative manner with NuStar and its officers and advisers to prepare the Buy-back Booklet, including by providing the NuStar Information for inclusion in the Buyback Booklet as required by, and in compliance with, the Corporations Act and any other applicable laws;
provide any assistance or information reasonably requested by St Barbara or any $(c)$ independent expert to enable the preparation of any independent expert's report required for inclusion in the Buy-back Booklet;
provide to St Barbara and its authorised representatives reasonable access to $(d)$ employees, officers and other facilities, and to the books and records of NuStar for the purpose of preparing the Buy-back Booklet;
conduct such due diligence as St Barbara considers necessary or desirable for the $(e)$ purposes of compiling, and verifying the accuracy of, the NuStar Information and for the purposes of making and giving its representations and warranties;
$(f)$ procure that any relevant director, officer or adviser of NuStar provides St Barbara with all necessary consents required under Part 6D.2 of the Corporations Act; and
$\left( \varrho \right)$ promptly register all transfers of NuStar Shares necessary under the Buy-back.

Both the St Barbara Obligations and the NuStar Obligations are subject to each director's fiduciary duties and any applicable law.

St Barbara Representations

Under the Co-operation Deed, St Barbara makes certain representations and warranties to NuStar and each director, officer, employee or adviser of NuStar or its Related Bodies Corporate (excluding St Barbara) (Indemnified NuStar Parties), including:

the information contained in the Buy-back Booklet will not contain any statement $(a)$ which is materially misleading or deceptive save that St Barbara makes no representations and gives no warranties in respect of any NuStar Information;
St Barbara will provide to NuStar all further or new information which arises after $(b)$ the date of the Buy-back Booklet until the date of the transfer of NuStar Shares to St Barbara Shareholders under the Buy-Back which is necessary to ensure that the Buy-back Booklet, other than the NuStar Information, will not contain any statement which is materially misleading or deceptive as at the date on which that information arose: and
$(c)$ St Barbara will only use the NuStar Information and any information or documents regarding NuStar provided or disclosed by NuStar in relation to the due diligence for the purposes of preparing the Buy-back Booklet and for no other purpose,

(St Barbara Representations).

St Barbara must indemnify each of the Indemnified NuStar Parties from any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising which the Indemnified NuStar Parties suffers, incurs or is liable for arising out of any breach of any of the St Barbara Representations.

NuStar Representations

Under the Co-operation Deed, NuStar makes certain representations and warranties to St Barbara and each director, officer, employee or adviser of St Barbara or its Related Body Corporates (excluding NuStar) (Indemnified St Barbara Parties), including:

$(a)$ the NuStar Information provided to St Barbara for inclusion in the Buy-back Booklet will be provided in good faith and on the understanding that each of the Indemnified St Barbara Parties will rely on that information to prepare the Buyback Booklet for the purposes of implementing the Buy-Back in accordance with the Corporations Act:
$(b)$ the NuStar Information provided to St Barbara and included in the Buy-back Booklet will not contain any statement which is materially misleading or deceptive including by way of omission from that statement; and
$(c)$ NuStar will provide to St Barbara all further or new information which arises after the date of the Buy-back Booklet until the date of the transfer of NuStar Shares to St Barbara Shareholders under the Buy-Back which is necessary to ensure that the NuStar Information provided to St Barbara and included in the Buy-back Booklet will not contain any statement which is materially misleading or deceptive as at the date on which that information arose,

(NuStar Representations).

NuStar must indemnify each of the Indemnified St Barbara Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising which any of the Indemnified St Barbara Parties suffers, incurs or is liable for arising out of any breach of any of the NuStar Representations.

$9.3$ Litigation and claims

So far as NuStar's directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which NuStar is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of NuStar.

$9.4$ Reqular reporting and disclosure requirements

NuStar is a "disclosing entity" for the purposes of Part 1.2A of the Corporations Act. As a disclosing entity, it is subject to regular reporting and disclosure obligations. Broadly, these obligations require:

the preparation of both yearly and half yearly financial statements, a report on the ÷. operations of NuStar during the relevant accounting period together with an audit or review report thereon by NuStar's auditor; and
immediately notifying ASX of any information concerning NuStar which it becomes aware of and which a reasonable person would expect to have a material effect on the price or value of the shares, subject to certain exceptions.

Copies of documents lodged with ASIC in relation to NuStar may be obtained from, or inspected at, the offices of ASIC.

St Barbara will provide a copy of each of the following documents, free of charge, to any person on request during the application period in relation to this Buy-back Booklet:

NuStar's annual financial report for the year ended 30 June 2004 (being the annual financial report most recently lodged with ASIC by NuStar before the issue of this Buv-back Booklet): and
any continuous disclosure notices given by NuStar after the lodgement of the annual financial report referred to above and before the latest practicable date before lodgement of this Buy-back Booklet with ASIC. These continuous disclosure notices are as follows:

Date	Disclosure
03/12/2004	Letter to Shareholders-Takeover Offer from Sedimentary Hldgs-TAKE NO ACTION
03/12/2004	Notice that Bidder's Statement & Offer have been sent
02/12/2004	CUL: Activities Update - Ashburton Gold Projects
02/12/2004	Paulsens exploration portfolio expanded
30/11/2004	SED: Shareholder Approval for NuStar Acquisition of Paulsens Royalty
29/11/2004	Results of AGM
29/11/2004	Chairman's Address to Shareholders
26/11/2004	Change in substantial holding from SBM
26/11/2004	Becoming a substantial holder
25/11/2004	Paulsens Finance Package Finalised
25/11/2004	Becoming a substantial holder from AMP
24/11/2004	Change in substantial holding from SBM
23/11/2004	Change of Director's Interest Notice
23/11/2004	Becoming a substantial holder from SED
19/11/2004	Hostile Takeover Proposal from Sedimentary Holdings Ltd
19/11/2004	Change in substantial holding from EQT
19/11/2004	Bidder's Statement - T/O Bid from Sedimentary Holdings Ltd
19/11/2004	SED Offer for NuStar Mining
28/10/2004	First Quarter Cashflow Report
28/10/2004	Change in substantial holding from EQT
27/10/2004	Notice of Annual General Meeting
27/10/2004	Annual Report 2004
27/10/2004	SBM: Notice of Annual General Meeting
07/10/2004	Change in substantial holding from SBM
04/10/2004	Becoming a substantial holder from EQT
01/10/2004	SBM: Confirmation of Sale of NuStar Shares/Paulsen's Royalty

All requests for copies of the above documents should be addressed to the Company Secretary, St Barbara Mines Limited, Level 2, 16 Ord Street, West Perth, WA 6005. The above information also be obtained from NuStar's website may af www.nustarmining.com.au.

$9.5$ Interests of directors, advisers and promoters

Other than as stated in this section 9.5 and elsewhere in this Buy-back Booklet:

no amount has been paid or agreed to be paid and no benefit has been given or $(a)$ agreed to be given to a NuStar Director, or proposed NuStar Director to induce them to become, or to qualify as, a director of NuStar.

$(b)$ none of the following persons:
a NuStar Director or proposed NuStar Director of NuStar;
each person named in the Buy-back Booklet as performing a function in a $\bullet$ professional, advisory or other capacity in connection with the preparation or distribution of the Buy-back Booklet:
a promoter of NuStar; or
a stockbroker to the issue of the NuStar Shares.

holds or held at any time during the last two years an interest in:

the formation or promotion of NuStar;
property acquired or proposed to be acquired by NuStar in connection with its formation or promotion or the Buy-back Offer of the NuStar Shares; or
the Buy-back Offer of the NuStar Shares,

or was paid or given or agreed to be paid or given any amount or benefit for services provided by such persons in connection with the formation or promotion of NuStar or the offer of the NuStar Shares pursuant to the Buy-back.

Interests of NuStar Directors

NuStar Directors are not required to hold any NuStar Shares under the provisions of the NaStar Constitution.

Set out below are details of the interests of NuStar Directors in NuStar Shares immediately before the lodgement of the Buy-back Booklet with the ASIC. Interests include those held directly or otherwise.

NuStar Director	Direct interest	Indirect interest
	No. of NuStar Shares	No. of NuStar Shares
Colin Jackson	500,000	Nil
John den Dryver	Nil	450,000
Kevin Dundo	400,000	Nil
Trevor Ireland	200,000	Nil
Total	1,100,000	450,000

For the current financial year, non-executive NuStar Directors' fees will not exceed \$350,000 in total.

Mr Dundo is a partner of Q Legal, a law firm which has been engaged by NuStar to provide legal services in relation to the Buy-back Offer and the NuStar Information. O Legal will be paid in accordance with its time-based charge-out rates.

Interests of St Barbara Directors

St Barbara Director	Direct interest	Indirect interest
	No. of St Barbara Shares	No. of St Barbara Shares
S J C Wise ¹	Nil	1,700,000
$E$ Eshuys ²	Nil	Nil
$H G T$ uten $3$	Nil	177,887,642
M K Wheatley	Nil	Nil
Total	Nil	179,287,642

St Barbara Directors are entitled to participate in the Buy-back. As at 9 December 2004, St Barbara Directors held or had a relevant interest in the following St Barbara Shares:

Notes:

Mr Wise's superannuation fund is the holder of 1,700,000 St Barbara Shares.
1. Mr Eshuys currently holds 35,000,000 options over St Barbara Shares. These options were granted to Mr Eshuys in 7 tranches of various exercise prices and vesting conditions. Currently only 5,000,000 options have vested to Mr Eshuvs.
1. Mr Tuten is a Partner of RCF Management LLC, the management company of RCF. He is also Chairman of the Investment Committee for RCF. RCF, which currently holds 177,887,642 (24.14%) of St Barbara Shares, has informed the Company that it does not intend to accept the Buy-back Offer in respect of those St Barbara Shares.

Each of the St Barbara Directors who are entitled to participate in the Buy-back have indicated that they do not intend to participate in the Buy-back.

Interests of advisers

Freehills has acted as legal adviser to St Barbara in connection with the Buy-back Offer and has performed work in relation to the Australian due diligence enquiries on legal matters. St Barbara has incurred approximately \$80,000 for such services to the date of this Buy-back Booklet. Further amounts may be paid to Freehills in accordance with its timebased charge-out rates.

Advanced Share Registry Services is acting as the Share Registry of St Barbara in connection with the Buy-back Offer. St Barbara will incur approximately \$30,000 for such services during the Buy-back.

Unless stated otherwise, all such payments have been paid or are payable in cash. St Barbara is also generally obligated to pay the out-of-pocket expenses of the advisers listed above which are included in the amounts stated.

$9.6$ Consents and disclaimers of responsibility

The following written consents have been given and, at the time of lodgement of this Buyback Booklet with the ASIC, had not been withdrawn by the following parties:

NuStar and each NuStar Director has given their written consent to be named in this Buy-back Booklet in the form and context in which they are so named and to the inclusion in this Buy-back Booklet of any statements made by NuStar or any NuStar Director (including the NuStar Information), and to any statements based on those statements, in the form and context in which those statements are made.
Freehills has given its written consent to be named in this Buy-back Booklet as St ٠ Barbara's Australian legal advisers in the form and context it is so named.
Advanced Share Registry Services has given its written consent to be named in this Buy-back Booklet as the Share Registry in the form and context in which it is so named.
RCF has given its written consent to be named in this Buy-back Booklet in the form and context it is so named and to the inclusion in this Buy-back Booklet of any statements made by it, and any statements based on those statements, in the form and context in which those statements are included.
Ocean has given its written consent to be named in this Buy-back Booklet in the form and context it is so named and to the inclusion in this Buy-back Booklet of any statements made by it, and any statements based on those statements, in the form and context in which those statements are included.
Strata has given its written consent to be named in this Buy-back Booklet in the form and context it is so named and to the inclusion in this Buy-back Booklet of any statements made by it, and any statements based on those statements, in the form and context in which those statements are included.
Excalibur has given its written consent to be named in this Buy-back Booklet in the form and context it is so named and to the inclusion in this Buy-back Booklet of any statements made by it, and any statements based on those statements, in the form and context in which those statements are included.

Each of the persons referred to in this section 9.6 jointly and severally:

do not make the Buy-back Offer; $\bullet$
have not authorised or caused the issue of this Buy-back Booklet; ٠
do not make or purport to make, any statement in this Buy-back Booklet, or any ٠ statement in which a statement in this Buy-back Booklet is based, other than as specified above; and
to the maximum extent permitted by law, expressly disclaim and take no $\bullet$ responsibility for any part of this Buy-back Booklet other than the reference to their name or as otherwise specified above.

$9.7$ ASIC relief

ASIC has granted relief to St Barbara under section 257D(4) of the Corporations Act, to permit St Barbara to:

conduct the Buy-back similarly to the conduct of an equal access scheme; $(a)$
scale back over acceptances other than on a strictly pro rata basis where this will $(b)$ avoid St Barbara Shareholders being left with less than a Marketable Parcel of St Barbara Shares as set out in section 1.4;
appoint a nominee and have that nominee sell the NuStar Shares that would have $(c)$ been received by certain overseas St Barbara Shareholders and distribute the sale proceeds (net of expenses) to those shareholders; and
$(d)$ seek approval of the Buy-back by ordinary resolution of St Barbara Shareholders.

$9.8$ The effect of an Acceptance

Upon your acceptance of the Buy-back Offer (unless you withdraw your acceptance under section 5.10 of this Buy-back Booklet) you irrevocably and unconditionally:

agree to the terms and conditions set out in the Buy-back Booklet; $(a)$

$(b)$ agree that St Barbara will buy from you, and you will sell to St Barbara, on the Buy-back Date, all of your St Barbara Shares (adjusted, if necessary, in accordance with the terms and conditions set out in this Buy-back Booklet):
$(c)$ warrant to St Barbara that, at the time of your Acceptance and until the Buy-back Date, the St Barbara Shares you have nominated for sale in the Buy-back are:
$(1)$ registered in your name:
$(2)$ fully paid up:
$(3)$ free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights: and
$(4)$ otherwise able to be sold freely to St Barbara;
$(d)$ authorise St Barbara (and its officers, agents and contractors) to correct any error in or omission from your Acceptance Form and to insert any missing details:
$(e)$ warrant to St Barbara that you are a person to whom the Buy-back Offer may lawfully be made, or a person whose participation in the Buy-back is permitted. under the laws of Australia and the jurisdiction in which you are resident:
agree not to sell or offer to sell St Barbara Shares to any other person if, as a result, $(f)$ you will at any time after your Acceptance until the Buy-back Date hold fewer St Barbara Shares than the number of St Barbara Shares you have nominated for sale in the Buy-back:
agree to accept the NuStar Shares (if any) transferred to you as Buy-back $\left( \mathbf{g} \right)$ Consideration:
$(h)$ if, on the terms and conditions set out in the Buy-back Booklet, NuStar Shares will be transferred to you as Buy-back Consideration:
$(1)$ appoint St Barbara to be your agent and attorney to complete and execute on your behalf any documents necessary to transfer the NuStar Shares to you;
$(2)$ agree to become a member of NuStar and to be bound by the NuStar Constitution on being registered as the holder of the NuStar Shares transferred to you as Buy-back Consideration; and
represent and warrant that you will be the beneficial owner of the NuStar $(3)$ Shares transferred to you as Buy-back Consideration;
if you are a Foreign Participant, authorise St Barbara to make payment: $(i)$
by direct credit to your nominated account if you have a direct credit $(1)$ authority recorded on the St Barbara share register on the Closing Date; or
by cheque to be mailed to your address shown on the St Barbara share $(2)$ register on the Closing Date if you do not have a direct credit authority recorded on the share register on the Closing Date,

and, in each case, you will be taken to have accepted the risk associated with such payment and you acknowledge that despatch of payment as described above satisfies St Barbara's obligations to make a payment to you for the St Barbara Shares bought back:

acknowledge that St Barbara may, at any time, determine that your Acceptance $(i)$ Form is valid, in accordance with the terms and conditions set out in the Buy-back Booklet, even if the Acceptance Form is incomplete, contains errors or is otherwise defective:

$(k)$ agree that, before the Buy-back Date, St Barbara may terminate any agreement with you entered into in connection with the Buy-back;
$(1)$ acknowledge that neither St Barbara nor any other party involved in the Buy-back has provided you with financial product advice, or has any obligation to provide this advice, concerning your decision to participate in the Buy-back;
agree that damages is not an adequate remedy for breach of the covenants, $(m)$ undertakings, agreements and warranties contained in this section 9.8;
undertake that, if you breach any of the covenants, undertakings, agreements or $(n)$ warranties contained in this section 9.8 you will indemnify St Barbara for all its costs arising from the breach: and
$(0)$ agree that any obligation of St Barbara to buy back your St Barbara Shares is conditional on your compliance with the covenants, undertakings, agreements and warranties contained in this section 9.8.

You accept the Buy-back Offer if you submit an Acceptance Form or, if you have a CHESS Holding, your controlling participant processes your Acceptance, by the Closing Date. The date of your Acceptance is the date St Barbara receives your signed and validly completed Acceptance Form or, if you have a CHESS Holding, your Acceptance from your controlling participant through CHESS.

Authorisation $9.9$

Each St Barbara Director has consented to the lodgement of this Buy-back Booklet with ASIC and has not withdrawn that consent.

Dated: 10 December 2004

10 Defined terms and interpretation

$10.1$ Definitions

In this Buy-back Booklet and in the Acceptance Form, unless the context otherwise requires:

Acceptance means an acceptance of the Buy-back Offer by a St Barbara Shareholder in accordance with the terms and conditions specified in this Buy-back Booklet and the Acceptance Form;

Acceptance Form means the form of acceptance and transfer enclosed with this Buy-back Booklet;

ACH means the Australian Clearing House Pty Ltd ABN 48 001 314 503;

ASIC means Australian Securities & Investments Commission:

ASTC Settlement Rules means the settlement rules of the securities clearing house of ASX from time to time:

ASX means Australian Stock Exchange Limited ABN 98 008 624 691;

Barminco means Barminco Limited ACN 109 439 894;

Buy-back means the buy-back of St Barbara Shares by St Barbara on the terms and conditions specified in the Buy-Back Documents;

Buy-back Booklet means this document dated 10 December 2004 which constitutes the Buy-back Offer and a disclosure document for the purposes of Chapter 6D of the Corporations Act;

Buy-back Consideration means the NuStar Shares or cash transferred to St Barbara Shareholders for each of their St Barbara Shares bought back:

Buy-back Date means the date that St Barbara announces to ASX the total number of St Barbara Shares to be bought back and the details of any scale back:

Buv-back Offer means the offer to a St Barbara Shareholder by St Barbara to buy back all of their St Barbara Shares in accordance with the terms and conditions set out in this Buyback Booklet and the Acceptance Form;

Buy-back Offer Period means the Period commencing on the Opening Date and ending on the Closing Date;

Camp Facilities Contract means the contract between NuStar and Compass dated 16 April 2004 as described in section 9.2;

CHESS means the Clearing House Electronic Subregister System;

CHESS Holder means a holder of St Barbara Shares on the CHESS subregister of St Barbara:

CHESS Holding means a holding of St Barbara Shares on the CHESS subregister of St Barbara:

Claymore Capital means Claymore Capital Pty Ltd ACN 082 722 290;

Closing Date means the date by which valid Acceptances must be received by the Share Registry being 5:00pm (Perth time) on 14 January 2005 or such other date and time determined by the St Barbara Board;

Commissioner means the Commissioner of Taxation;

Company means St Barbara;

Compass means Compass Group (Australia) Pty Ltd ABN 41 000 683 125;

Co-operation Deed has the meaning given to it in section $6.2$ ;

Corporations Act means the Corporations Act 2001 (Cth);

EPC Contract means the contract between NuStar and Roche dated 19 November 2004 as described in section 9.2:

Excalibur means Excalibur Mining Corporation Limited (UK);

Executive Service Agreement means the contract between NuStar and Brett Lambert dated 27 July 2004 as described in section 9.2;

Expiry Date means the date that is 13 months after the date of this Buy-back Booklet;

Financial Promotion Order has the meaning given to it in section $5.14$ ;

Foreign Participants means a St Barbara Shareholder who is not eligible to accept NuStar Shares as Buy-back Consideration as described in section 5.13;

Holders means Excalibur, Ocean and Strata:

Indemnified NuStar Parties means NuStar in its own right and separately as trustee or nominee for each of NuStar's Related Bodies Corporate (excluding St Barbara) and each director, officer, employee or adviser of NuStar or its Related Bodies Corporate (excluding St Barbara):

Indemnified St Barbara Parties means Barbara in its own right and separately as trustee or nominee for each of St Barbara, each of St Barbara's Related Bodies Corporate (excluding NuStar) and each director, officer, employee or adviser of St Barbara or its Related Body Corporates (excluding NuStar);

Issuer Sponsored Holders means a holder of St Barbara Shares on the issuer sponsored subregister of St Barbara:

Issuer Sponsored Holding means a holding of St Barbara Shares on the issuer sponsored subregister of St Barbara:

Listing Rules means the official listing rules of the ASX;

Marketable Parcel means a parcel of St Barbara Shares that has a market value (being the volume weighted average price) as at the Record Date of at least \$500.00;

Mathews Capital means Mathews Capital Partners Pty Ltd ACN 096 269 322;

Mining Contract means the contract between NuStar and Barminco dated 17 November 2004 as described in section 9.2;

NuStar means NuStar Mining Corporation Limited ABN 11 060 156 452;

NuStar Directors means the directors of NuStar:

NuStar Board means the board of directors of NuStar;

NuStar Constitution means the constitution of NuStar:

NuStar Employee Option Scheme means the NuStar employee option incentive scheme approved by NuStar Shareholders in general meeting on 12 December 2003:

NuStar Information means the information relating to NuStar contained in sections 6 to 9.5 of this Buy-back Booklet:

NuStar Obligations means NuStar's obligations under the Co-operation Deed as listed in section 9.2;

NuStar Representations means NuStar's representations and warranties to St Barbara under the Co-operation Deed as listed in section 9.2:

NuStar Share means an ordinary fully paid share in NuStar:

NuStar Shareholder means a person who is registered as the holder of NuStar Shares;

Ocean means Ocean Resource Capital Holdings Plc;

Opening Date means the date the Buy-back Offer opens being 17 December 2004, or such other date determined by the St Barbara Board;

Paulsen's Mining Lease means mining lease M08/99;

Paulsen's Project means the gold deposit on the Paulsen's Mining Lease;

Paulsen's Royalty means the royalty by which the holder is entitled to 5% of the proceeds from gold sales in excess of 6,000 ounces from the Paulsen's Mining Lease;

PKKP Agreement means the native title agreement between NuStar, St Barbara and the Puutu Kunti Kurrama and Pinikura people dated 28 October 2002 as detailed in section 8.10:

POS Regulations means the Public Offers of Securities Regulations 1995 (as amended) $(UK)$ :

Power Contract means the contract between NuStar and Power West dated 14 May 2004 as described in section 9.2:

Power West means Power West Pty Ltd ACN 009 392 812;

RCF means Resource Capital Fund II. LP:

Record Date is 13 December 2004:

Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act:

Roche means Roche Mining (JR) Pty Ltd ABN 21 009 173 040;

Sedimentary means Sedimentary Holdings Limited ACN 060 156 452;

Sedimentary Offer means Sedimentary's offer to NuStar Shareholders to acquire all of their NuStar Shares announced to ASX on 19 November 2004;

Share Registry means Advanced Share Registry Services of 7th Floor, 200 Adelaide Terrace, Perth, Western Australia, 6000:

St Barbara or Company means St Barbara Mines Limited ABN 36 009 165 066;

St Barbara Board means the board of directors of St Barbara;

St Barbara Constitution means the constitution of St Barbara;

St Barbara Directors means the directors of St Barbara;

St Barbara Obligations means St Barbara's obligations under the Co-operation Deed as listed in section 9.2:

St Barbara Representations means St Barbara's representations and warranties to NuStar under the Co-operation Deed as listed in section 9.2:

St Barbara Share means an ordinary fully paid share in St Barbara;

St Barbara Shareholder means a person who is registered as the holder of St Barbara Shares:

Strata means Strata Mining Corporation Limited ABN 91 008 021 118;

Westpac means Westpac Banking Corporation ABN 33 007 457 141;

Westpac Facility Agreement means the contract between NuStar and Westpac dated 10 November 2004 as described in section 9.2:

Wyloo Joint Venture means the joint venture initially between St Barbara and Pelican Resources Pty Ltd in respect of mining tenements E08/853 and E08/854 which are in close proximity to the Paulsen's Mining Lease pursuant to the Wyloo Joint Venture Agreement: and

Wyloo Joint Venture Agreement means the joint venture agreement between St Barbara and Pelican Resources Pty Ltd dated 15 November 2002 in relation to the Wyloo Joint Venture, St Barbara's right, title, interest and obligations being assigned to, and assumed by, NuStar by deed between NuStar, St Barbara and Pelican Resources Pty Ltd dated 30 November 2004.

10.2 Interpretation

In the Buy-back Document unless the context requires otherwise:

words and phrases have the same meaning (if any) given to them in the $(a)$ Corporations Act:
words importing the singular include the plural and vice versa; $(b)$
the word person includes an individual, a firm, a body corporate, an unincorporated $(c)$ association or an authority;
$(d)$ a reference to any statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
$(e)$ a reference to a person includes the person's executors, administrators, successors, substitutes (including but not limited to, persons taking by novation) and assigns:
$(f)$ a reference to any thing (including, but not limited to, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them:
a reference to a section, part, clause, annexure, exhibit or schedule is a reference to $(\mathfrak{g})$ a section, part and clause of, and a party, annexure, exhibit and schedule to, this Buy-back Booklet and a reference to this Buy-back Booklet includes any annexure, exhibit and schedule:
$(h)$ headings and boldings are for convenience only and do not affect the interpretation of this Buv-back Booklet:
a reference to time is a reference to time in Perth, Western Australia; and $(i)$
a reference to dollars, \$, A\$, cents, $\phi$ and currency is a reference to Australian $(i)$ currency unless denominated otherwise.

The postal acceptance rule does not apply to this Buy-back Offer.

The Buy-back Booklet and the Buy-back Offer are governed by the laws of the State of Western Australia.

St Barbara Mines Limited ABN 36 009 165 066

DIRECTORS

SJC Wise Non-executive Chairman

E Eshuvs Managing Director/Chief Executive Officer

H G Tuten Non-executive Director

M K Wheatley Non-executive Director

COMPANY SECRETARIES

Lee Boyd

Ross Kennedy

LEGAL ADVISER TO ST BARBARA

Freehills QV1 Building 250 St Georges Terrace Perth, Western Australia, 6000

SHARE REGISTRY

Advanced Share Registry Services 7th Floor 200 Adelaide Terrace Perth, Western Australia, 6000

Telephone: (08) 9221 7288 Facsimile: (08) 9221 7869

REGISTERED OFFICE

Level 2 16 Ord Street West Perth, Western Australia, 6005

Telephone: (08) 9476 5555 Facsimile: (08) 9476 5500

AI assistant

ST BARBARA LIMITED — Capital/Financing Update 2004

65749_rns_2004-12-09_375751db-f177-443d-95fa-02d90b146f15.pdf

ST BARBARA MINES LIMITED

ASX SHAREHOLDERS REPORT

Eduard Eshuys

St Barbara Mines Limited

Buy-back Booklet

Important notice

What is this document

Ladgement and listing

No investment advice

Responsibility statement

Overseas offering

Privacy

Defined terms

Key details of the Buy-back

Choices

Buy-back Consideration

Risk

Scale back

Tax considerations

Brokerage

Shareholder Information Line

Important dates

Table of contents

Chairman's letter

ST BARBARA MINES LIMITED

1 Details of the Buy-back

$1.1$ What is a Buy-back?

$1.2$ Why is St Barbara buying back St Barbara Shares?

Focus on controlled businesses

Reduction of issued capital

St Barbara's largest shareholder

Exit of specific shareholders

$1.3$ How many St Barbara Shares does St Barbara propose to buy-back?

$1.4$ What is a scale back?

$1.5$ Am I eligible to sell St Barbara Shares in the Buy-back that I hold on the Record Date?

$1.6$ What will I receive for my St Barbara Shares in the Buy-back?

$1.7$ Can I accept for part of my shareholding?

$1.8$ Do I have to sell my St Barbara Shares in the Buy-back?

1.9 How long will the Buy-back be open?

1.10 How and when will I receive payment for my St Barbara Shares?

1.11 What alternative means of disposal of my St Barbara Shares is available?

$1.12$ How have St Barbara and NuStar shares performed recently?

Can I trade my St Barbara Shares after I accept the Buy-back Offer? $1.13$

$1.14$ How will the Sedimentary Offer affect the Buy-back?

1.15 What is the implied value of the Buy-back Consideration based on ASX market trading price?

$\overline{2}$ How do I participate in the Buy-back?

$2.1$ Step 1 - Decide whether you want to accept the Buy-back Offer

$2.2$ Step 2 - Accept the Buy-back Offer

$(b)$ CHESS Holdings

3 Australian tax considerations for St Barbara Shareholders

$3.1$ Background

$3.2$ No part of the Buy-back Consideration should be a dividend

$3.3$ Buv-back Consideration

$3.4$ St Barbara Shares held on capital account

$3.5$ St Barbara Shares held on revenue account

$3.6$ Cost base of NuStar Shares

$3.7$ Stamp Duty and GST

$\boldsymbol{4}$ Effects of the Buy-back on St Barbara

$4.1$ What effect will the Buy-back have on St Barbara's issued capital

What impact will the Buy-back have on St Barbara's financial position? 4.2

$4.3$ How will the Buv-back be funded?

$4.4$ Will the Buy-back have an effect on the control of St Barbara?

$4.5$ Financial statements

5 Further information on the Buy-back

$5.1$ Deemed Acceptances

$5.2$ Buy-back Consideration

5.3 Shareholders with more than one holding of St Barbara Shares

Joint shareholders $5.4$

5.5 St Barbara Shares held by trustees and nominees

5.6 Margin lending and ACH collateral arrangements

5.7 St Barbara Shareholders who receive a pension or allowance

5.8 Buv-back Offer cannot be transferred

5.9 Variation or termination of the Buy-back

5.10 Withdrawal of Acceptance

Issuer Sponsored Holdings

CHESS Holdings

$5.11$ Buy-back Offer is not a contract until Buy-back Date

ST BARBARA LIMITED Capital/Financing Update 2004