ST BARBARA LIMITED — Capital/Financing Update 2008

Jul 16, 2008

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, 24/10/2005.

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).

1	+Class of +securities issued or to beissued	Fully paid ordinary shares
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	140,312,045 ordinary shares pursuant to theRetail Entitlement Offer and the UnderwritingAgreement in connection with the Offer (asdescribed in the Prospectus dated 13 June 2008("Prospectus")). Refer to part 2 of this Appendix3B.
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion)	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 do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	$0.40 per share under the Retail EntitlementOffer$0.40pershareunderAgreement in connection with the Offer	theUnderwriting
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	The funds raised under the Offer will be used to:•Sustain the current higher level ofexploration activities in line with theCompany's strategy to increase OreReserves;
		•Undertake improvements at the SouthernCross processing plant to increaseproductivity and efficiency;
		•	Fund the remaining capital expenditure forthe development of the Gwalia gold mine andrelated operations and infrastructure; and
		•Support working capital requirements.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	17 July 2008
8	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 2 if applicable)	Number1,298,735,936	+ClassOrdinary Shares

+ See chapter 19 for defined terms.

			Number	+Class
9	+classNumberandof+securities not quoted on ASX	all	13,610,000	Unlisted options
	(including the securities in clause2 if applicable)		A$100 million	Noteswhichareconvertibleintoordinary shares subjecttoadjustmentsinaccordancewiththeTerms & Conditions ofthe Convertible Notes.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Renounceable.Entitlementswillnotbetradeable on ASX. However, those shareholderswho do not take up their entitlements mayreceive a cash payment in respect of the sharesthey do not subscribe for the entitlements. ReferSections 2.5 and 2.6 of the Prospectus.
13	Ratio in which the +securities willbe offered	Two (2) shares for every seven (7) fully paidordinary shares held
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	13 June 2008
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	No
17	Policy for deciding entitlements inrelation to fractions	Rounding up to the next whole number
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	All countries other than Australia and NewZealand (see section 8.12 of the Prospectus)

+ See chapter 19 for defined terms.

19	Closingdateforreceiptofacceptances or renunciations	10 July 2008 (Retail Bookbuild)4 July 2008 (Retail Entitlement Offer)
20	Names of any underwriters	Macquarie Capital Advisers Limited
21	Amount of any underwriting fee orcommission	An underwriting and management fee of 2.75%of total amount raised.The underwriter may also be entitled to receivean incentive fee of up to 0.5% of the grossproceeds of the Offer.See section 8.4 of the Prospectus.
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A
25	Iftheissueiscontingenton+security holders' approval, the dateof the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	20 June 2008
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 theirentitlementsinfullthroughabroker?	N/A
31	How do +security holders sell partoftheirentitlementsthrougha	N/A

+ See chapter 19 for defined terms.

broker and accept for the balance?

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

N/A

33 +Despatch date 21 July 2008 (Retail Entitlement Offer and Retail Bookbuild)

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 securitiesExample: 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 convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

	(ifissueduponconversionofanother security, clearly identify thatother security)
		Number	+Class
42	Number and +class of all +securities

	+ See chapter 19 for defined terms.
--	-------------------------------------

Quotation agreement

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

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

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

Sign here: ............................................................ Date: 17 July 2008

Print name: Ross Kennedy

(Company secretary)

== == == == ==

+ See chapter 19 for defined terms.