ST BARBARA LIMITED — Capital/Financing Update 2006

May 28, 2006

St Barbara Limited ACN 009 165 066 1205 Hay Street, West Perth WA6005 Telephone +61 8 9476 5555 Facsimile +618 9476 5500 Email perth@stbarbara.com.au Website www.stbarbara.com.au

Section 708A(5)(e) Notice re Placement

Further to the recent placement of 99,000,000 fully paid ordinary shares, we attach a Notice as required under Section 708A(5)(e) of the Corporations Act 2001.

We also attach ASIC Form 484 Change to Company Details as previously forwarded to ASX, confirming the cancellation of shares bought back pursuant to an on-market buy-back of shares earlier this year.

Yours faithfully

Ross Kennedy Company Secretary

29 May 2006

ABN 36 009 165 066

Notice under Section 708A(5)(e) of the Corporations Act 2001

29 May 2006

We refer to the recent placement of 99,000,000 fully paid ordinary shares (placement shares) at 60 cents per share, raising AU$59.4M before issue costs of $2.4M.

In making this placement, the Company relies on section 708A(5) of the Corporations Act 2001 $(Act)$ , and gives notice under paragraph $(5)(e)$ of section 708A that:

• The Company issued the placement shares without disclosure to the placees under Part 1. 6D.2 of the Act.
• $2.$ As at the date of this notice the Company has complied with:
  • the provisions of Chapter 2M of the Act (as applicable to the Company); $(a)$
  • (b) section 674 of the Act.
• At the date of this notice there is no excluded information (as defined in section 708A(7) of 3. the Act) which is required to be disclosed by the Company.

Ross Kennedy Company Secretary St Barbara Limited

OFFICE USE ONLY: 1F

Form 484

Corporations Act 2001

Change to company details

Sections A, B or C may be lodged independently with this signed cover page to notify ASIC of:

• A1 Change of address
• A2 Change of name officeholders or members
• A3 Change ultimate holding company

All mandatory fields will be identified with an *.

81 Cease company officeholder B2 Appoint company officeholder B3 Special purpose company

C1 Cancellation of shares C2 issue of shares C3 Change to share structure C4 Changes to the register of members

If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this iodgement

Company details	Company name *
Refer to guide for information aboutnorporate key	ST BARBARA LIMITED
	ACN/ABN *	Corporate key *
	36 009 165 066	65627288
Lodgement details	Who should ASIC contact if there is a query about this form?
	Name
	ROSS KENNEDY
	ASIC registered agent number (if applicable)
	Telephone number
	08 9476 5555
	Postal address
	PO BOX 1161
	WEST PERTH WA 6872
	Total number of pages including this cover sheetз.	Please provide an estimate of the time taken to complete this form.110minshrs

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this cover sheet and the attached sections of this form are true and complete. Name*

	ROSS KENNEDY
This form must beSIGNED andDATED by a currentofficeholder after it isPRINTED	Capacity *DirectorCompany secretarySignature 1Date signed$Q$ $c$لمعار	(dd/mm/yyyy)
Lodgement	Send completed and signed forms to:Australian Securities and Investments Commission,PO Box 4000, Gippstand Mail Centre VIC 3841.	For help or more information03 5177 3988TelephoneEmailClick here to send ASIC an email.

Or lodge the form electronically by visiting the ASIC website www.asic.gov.au

Change Notification Page

Please notify the changes you wish to make by selecting at least one of the tick boxes available below. Your tickbox selections will generate the appropriate section(s) which will appear after this page.

$AI$ $\Box$ Change of address
$A2$ $\Box$ Change a name for officeholder or members	Click on the button below if you need assistance in making your selection
A3 $\Box$ Change of ultimate holding company details	Form 484 Guide
$B1$ $\Box$ Cease an officeholder	Once you have made all your selections, scroll down to complete the
$B2$ $\Box$ Appoint an officeholder	required sections
$B3$ $\Box$ Change to special purpose company status

To notify ASIC of changes to the shares and/or members register, select the appropriate tickbox below. Please wait until the table displays showing the appropriate sections that you should complete.

	IC1 - Cancellation ofIshares	C2 - Issue of shares	C3 - Change to sharestructure table	$ CA - Change to$members register
$\sum$ issue of shares
Cancellation of sharesProprietary companyE Public company-T if in response to the Annual company statementIf not in response to the Annual company statement

$C \Box$ Transfer of shares

$C \ \blacksquare$ Changes to amounts paid

$C \ \Box$ Changes to beneficial ownership

Once you have made all your selections, scroll down to complete the required sections

To notify ASIC about a division or conversion of a class of shares, you must lodge a form 211 within 28 days of the change occurring.

To notify ASIC about a conversion of shares into larger or smaller numbers, you must lodge a form 2205B within 28 days of the change occurring.

C1 Cancellation of shares

Reason for cancellationPlease indicate the reason that shares	Redeemable preference shares - S.254JCapital reduction -- S.256A -- S.256E$\mathsf{I}$
have been cancelled (select one or morebox)
	$\boxed{\angle}$ Share buy-back $-$ $8.257H(3)
	Minimum holding bay-back by listed company
	Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and no more than 1 year before1/ithe share buy-back can take place.
	Forfeited shares -- S.258D
	Shares returned to a public company -- $$.258E(2) & (3)
	Other
Details of cancelled shares	List the details of shares cancelled in the following table
	Share class code	Number of shares cancelled	Amount paid (cash or otherwise)
	ORD	1000000	506453.79
	Earliest date of change
	Please indicate the earliest date that any of the above changes occurred *(dd/mm/yyyy)31/01/2006
Lodgement details	Is this document being lodged to update the Annual Company Statement that was sent to you?
	YesH
	ØNo

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