ST BARBARA LIMITED — Capital/Financing Update 2009

Dec 13, 2009

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 be issued

Ordinary shares

184,640,669

• 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)

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	Yes
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Not applicable
5	Issue price or consideration	$0.27per New Share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Net proceeds of the offer will be used tostrengthen St Barbara's balance sheet byprovidingcapitalforthepotentialfullredemption of convertible notes on 4 June2010, fund development of Tower Hill orTarmoola and subject to the offer raising inexcessofapproximately$100million,provide additional working capital
7	of entering +securitiesDatesinto uncertificated holdings ordespatch of certificates	16December2009.	Despatch of holding statements will be on
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	1,952,668,407	Ordinary shares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesin	17,477,091	Unlisted employeeoptions
	clause 2 if applicable)	$A64,100,000	Notes which areconvertible intoordinary sharessubject toadjustments inaccordance with theTerms andConditions of theNotes

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?	Non-renounceable
13	Ratio in which the +securitieswill be offered	4 New Shares for every 13 Existing Sharesheld on the Record Date
14	+Class of +securities to which theoffer relates	Ordinary shares
15	+Recorddatetodetermineentitlements	7pm (AEDT) 16 November 2009
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Entitlements will be rounded up or downto the nearest whole numberof NewShares

+ See chapter 19 for defined terms.

acceptances or renunciations

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.	AllcountriesexceptAustralia,NewZealandandSingapore and any otherjurisdiction in which it is decided to makeoffers.
19	Closingdateforreceiptof	The Retail Componentof the Entitlement

Offer closed on 4 December 2009.

+ See chapter 19 for defined terms.

20	Names of any underwriters	Macquarie Capital Advisers Limited
21	Amount of any underwriting feeor commission	3.75% of the first $100 million of offerproceeds for underwriting andmanagement feesand thereafter a fee ofup to 2.75% for thebalance of the equityraising
22	Names of any brokers to theissue	Not applicable
23	Fee or commission payable tothe broker to the issue	Not applicable
24	Amountof any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	Not applicable
25	If the issue is contingent on+security holders' approval, thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and prospectus or ProductDisclosureStatementwillbesent to persons entitled	No prospectus has been produced. AnOfferDocumentandEntitlementandAcceptanceFormwasdespatchedtoEligibleRetailShareholderson20November 2009
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do +security holders selltheir entitlements in full througha broker?	Not applicable
31	How do +security holders sellpartoftheirentitlements	Not applicable

+ See chapter 19 for defined terms.

	through a broker and accept forthe balance?
32	+securityHowdoholdersdisposeoftheirentitlements(exceptbysalethroughabroker)?	Not applicable
33	+Despatch date	Same as Item 7

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, 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
• 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

(if issued upon conversion of another security, clearly identify that other security)

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

Number	+Class

+ 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.

(Director/Company secretary)

Sign here: ...................... Date: 14 December 2009

Print name: ....................Ross Kennedy.....................................

+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.