ST BARBARA LIMITED — Capital/Financing Update 2004

Jul 22, 2004

ST BARBARA MINES LIMITED

$\overline{ASX}$ 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 +61 8 9476 5555

Appendix 3B Notice

Attached please find Appendix 3B notice for ordinary shares issued to Ocean Resources Capital Holdings Plc re the conversion of convertible note as previously announced.

Lee Bovd Company Secretary

23 July 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

St Barbara Mines Limited

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

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

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

Ordinary Fully Paid

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

55,000,000

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	Yes
	If the additional securities do notrank equally, please state:the date from which they dotowhichtheytheextentparticipate for the next dividend,οfthecasefina.trust.distribution) or interest paymentthe extent to which they do not۰rank equally, other than inrelation to the next dividend,distribution or interest payment
5.
	Issue price or consideration	$0.08 per share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Conversion of convertible note by OceanResources Capital Holdings Plc
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	15 July 2004
		Number+ Class
8	Numberand+ classofall*securitiesquoted$-$ onASX.(including the securities in clause2 if applicable)	Fully paid ordinary shares629,149,157

+ See chapter 19 for defined terms.

		Number	+ Class
9	Number*classofandall		Unlisted Options
		5,000,000	23/12/2004 - 0.25
	*securities not quoted on ASX	5,000,000	23/12/2004 - 0.35
	(including the securities in clause	5,000,000	23/12/2004 - 0.45
		10,000,000	31/12/2004 - 0.40
	2 if applicable)	157,938	$07/02/2005 - 0.2125$
		373,893	$05/03/2005 - 0.2125$
		449,638	$02/04/2005 - 0.2125$
		470,589	20/05/2005 - 0.2125
		36,118	20/05/2005 - 0.2086
		499,597	$03/06/2005 - 0.2125$
		50,894	$03/06/2005 - 0.2086$
		88,680	$03/06/2005 - 0.2124$
		483,482	15/07/2005 - 0.2125
		49,252	15/07/2005 - 0.2086
		241,854	15/07/2005 - 0.2124
		499,597	13/08/2005 - 0.2125
		50,894	13/08/2005 - 0.2086
		249,917	13/08/2005 - 0.2124
		499,597	$06/09/2005 - 0.2125$
		50,894	$06/09/2005 - 0.2086$
		249,917	$06/09/2005 - 0.2124$
		483,482	15/10/2005 - 0.2125
		49,252	15/10/2005 - 0.2086
		241,854	15/10/2005 - 0.2124
		1,000,000	31/12/2005 - 0.11
		E,482,677	$07/07/2006 - 0.2125$
		151,040	$07/07/2006 - 0.2086$
		741,686	$07/07/2006 - 0.2124$
		3,177,890	$07/07/2006 - 0.1138$
		5,834,004	$07/01/2007 - 0.2125$
		594,308	$07/01/2007 - 0.2086$
		2,918,376	$07/01/2007 - 0.2124$
		17,430,243	$07/01/2007 - 01138$
		3,375,000	26/04/2007 - 0.35
		475,000	17/01/2008 - 0.35
		14.252.357	24/05/2008 - 0.1138
		485,953	24/05/2008 - 0.2086
		2,386,296	24/05/2008 - 0.2124
		257,857	24/05/2008 - 0.2125
		84 840 026.

Dividend policy (in the case of a $\boxed{\phantom{a}}$ trust, distribution policy) on the increased capital (interests) $1010$

-	the contract of the contract of the contract of the contract of the contract of the contract of the contract of

Part 2 - Bonus issue or pro rata issue

11	holderapproval N/AsecurityIs.required?
$12^{\circ}$	Is the issue renounceable or non- $N/A$renounceable?
13	Ratio in which the "securities will $\vert N/A \vert$be offered
14	*Class of *securities to which the $N/A$offer relates
15	determine $\vert N/A \vert$+ Record datetoentitlements

$+$ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

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

$33$ *Despatch date

N/A۰.A

Part 3 - Quotation of securities

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

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

All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders If the "securities are "equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1.001 - 5.000$ $5.001 - 10.000$ $10,001 - 100,000$ 100,001 and over 37

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which*quotation is sought	N/A
39.	Class of *securitiesfor whichquotation is sought	N/A
40.	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	N/A
	If the additional securities do notrank equally, please state:the date from which they doextent to whichthetheyparticipate for the next dividend,$(in$ thecaseοÊtrust.$\mathbf{a}$distribution) or interest paymentthe extent to which they do not$\bullet$rank equally, other thaninrelation to the next dividend,distribution or interest payment
41.	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)	N/A
42.	Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38)	NumberN/A	+ Class

+ See chapter 19 for defined terms.

Ouotation agreement

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

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

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

...................................... Company secretary

Sign here:

Print name:

.....Lee Boyd....................................

+ See chapter 19 for defined terms.