ST BARBARA LIMITED — Capital/Financing Update 2006

May 24, 2006

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

ST BARBARA 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).

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

ORDINARY

• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

99,000,000

Fully paid ordinary shares.

+ See chapter 19 for defined terms.

П	approval $\big N/A$lsholdersecurity
	Part 2 - Bonus issue or pro rata issue
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A
9.	Number*classofandall*securities not quoted on ASX(including the securities in clause )2 if applicable)	Number33,325,000	+ ClassUNLISTEDOPTIONS
8	Numberofand*classall*securitiesquotedASX.on(including the securities in clause2 if applicable)	Number821,514,131	+ ClassORD.
7.	Dates of entering *securities intouncertificated holdings or despatchof certificates	26 MAY 2006
6.	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	PLACEMENT OF 99,000,000 SHARES, ASANNOUNCED ON 18 MAY 2006 TO RAISECAPITAL
5	Issue price or consideration	60 cents each
	with an existing *class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they dotheextent10 1whichtheyparticipate for the next dividend,of(inthecase$\mathbf{a}$trust,distribution) or interest paymentthe extent to which they do not$\bullet$rank equally, other than inrelation to the next dividend,distribution or interest payment
4	Do the "securities rank equally in allrespects from the date of allotment	YES

required? Is the issue renounceable or non- $N/A$ $12°$ renounceable?

$+$ See chapter 19 for defined terms.

13	Ratio in which the "securities willbe offered	N/A
14	+ Class of + securities to which theoffer relates	N/A
15	determine*Record-datetoentitlements	N/A
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 whowill notbe –sentnewissuedocuments	N/A
	Note: Security holders must be told how theirentifiements are to be dealt with.
	Cross reference: rule 7.7.
19	ofClosingdateforreceiptacceptances 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 the	N/A
	broker to the issue
24.	Amount of any handling fee N/Apayable to brokers who lodgeacceptances or renunciations on
	behalf of *security holders
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

$\overline{\text{ }*$ See chapter 19 for defined terms.

27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do "security holders sell theirentitlements in full throughabroker?	N/A
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do "security holders dispose"of their entitlements (except by salethrough a broker)?	N/A
33	*Despatch date	N/A

Part 3 - Quotation of securities

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

34 Type of securities (tick one)

$(a)$

Securities described in Part 1

$(b)$

All other securities

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

+ See chapter 19 for defined terms.

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 theadditional *securities, and the number and percentage of additional *securities held bythose holders
36		If the "securities are "equity securities, a distribution schedule of the additional*securities setting out the number of holders in the categories$1 - 1,000$$1,001 - 5,000$$5,001 - 10,000$10,001 - 100,000100.001 and over
37		A copy of any trust deed for the additional *securities
		Entities that have ticked box 34(b)
38.		Number of securities for whichN/A+ quotation is sought
39.		Class of *securities for whichN/Aquotation is sought
40	*securities?	Do the "securities rank equally in allN/Arespects from the date of allotmentwith an existing "class of quoted
		If the additional securities do not

• rank equally, please state: • the date from which they do
• · the extent to which participate for the next divide (in the case of a tr distribution) or interest payme
• the extent to which they do rank equally, other than relation to the next divide distribution or interest paymer

oted
not
theyend,
rust,
ent
not
in
end,
nt

+ See chapter 19 for defined terms.

41	Reason for request for quotation $N/A$now
	Example: In the case of restricted securities, end ofrestriction period-
	on conversion of another security, clearly identify thatother security)
		Number	* Class
42	Number and "class of all "securities quoted on ASX (including the	N/A	N/A

Ouotation agreement

• $\mathbf{I}$ *Ouotation 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.

securities in clause 38)

• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 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.
• $\Delta$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

+ See chapter 19 for defined terms.