ST BARBARA LIMITED

St Barbara Limited ABN 36 009 165 066

17 November 2009

==> picture [103 x 99] intentionally omitted <==

RETAIL INFORMATION BOOKLET

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

In relation to its 4 for 13 accelerated non-renounceable pro rata entitlement offer announced on 11 November 2009 ( Entitlement Offer ), St Barbara Limited (ASX: SBM) ( St Barbara or Company ) attaches the Retail Information Booklet which will be distributed to Eligible Retail Shareholders, being shareholders who hold St Barbara shares as at 7:00pm (Melbourne time) on Monday, 16 November 2009 ( Record Date ) with a registered address in Australia or New Zealand[1] .

The retail component of the Entitlement Offer ( Retail Entitlement Offer ), to raise up to a maximum of approximately A$51 million, opens today and is expected to close on Friday, 4 December 2009. The first approximately A$27 million of the Retail Entitlement Offer is underwritten by Macquarie Capital Advisers Limited ( Macquarie ).

The Institutional Entitlement Offer closed strongly oversubscribed on 12 November 2009. The Retail Information Booklet will be sent to Eligible Retail Shareholders by 23 November 2009 and be made available on St Barbara’s website www.stbarbara.com.au and at ASX. Eligible Retail Shareholders wishing to acquire New Shares under the Retail Entitlement Offer will need to complete, or otherwise apply in accordance with, the personalised Entitlement and Acceptance Form that will accompany the Retail Information Booklet.

Shareholders who do not take up their full Entitlement and New Shares that would have been offered to Ineligible Retail Shareholders if they had been entitled to participate in the Retail Entitlement Offer, subject to any allocation policy and scale-back that St Barbara, in consultation with Macquarie may apply (in St Barbara’s absolute discretion).

Retail Entitlement Offer Timetable

Retail Entitlement Offer Timetable
Record date for Entitlements under the Entitlement Offer	7:00pm (Melbourne time) on Monday, 16 November 2009
Retail Entitlement Offer period	Tuesday, 17 November 2009 to 5:00pm (Melbourne time)Friday,4 December 2009
Final date for applications and payment to be received for the Retail Entitlement Offer	Friday, 4 December 2009
Payment and applications confirmed for New Shares issued under Retail Entitlement Offer	Friday, 11 December 2009
Allotment of New Shares under Retail Entitlement Offer	Monday, 14 December 2009
New Shares issued under Retail Entitlement Offer commence trading	Tuesday, 15 December 2009

1 The Company reserves the right to extend the Retail Entitlement Offer into other jurisdictions in its absolute discretion. More detail of the eligibility of shareholders to participate in the Retail Entitlement Offer is set out in section 2.1 of the attached Retail Information Booklet.

LEVEL 14, 90 COLLINS STREET, MELBOURNE VIC 3000 LOCKED BAG 9, COLLINS STREET EAST VIC 8003 TELEPHONE + 61 3 8660 1900 FACSIMILE + 61 3 8660 1999

Dispatch of holding statements in relation to shares issued under Retail Entitlement Offer

Wednesday, 16 December 2009

Apart from the Record Date, all dates are indicative only and subject to change. St Barbara reserves the right to amend the timetable including, in consultation with Macquarie, to extend the closing date for the Retail Entitlement Offer, and to accept late applications either generally or in specific cases. For further information please contact St Barbara, or your stockbroker, accountant or other independent professional adviser.

==> picture [78 x 61] intentionally omitted <==

Tim Lehany Managing Director and Chief Executive Officer

Media enquiries and Investor enquiries:

Ross Kennedy, General Manager Corporate Services / Company Secretary: +61(0) 3 8660 1903

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Person”), or in any other jurisdiction in which such an offer would be illegal. Securities may not be offered or sold in the United States, or to or for the account or benefit of U.S. Persons unless the securities have been registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. The securities to be offered and sold in the Offer have not been, and will not be, registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of U.S. Persons, unless the securities are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. Neither this announcement nor any other documents relating to the Offer may be sent, distributed or released in the United States or to U.S. Persons or to any persons acting for the account or benefit of U.S. Persons. The Offer does not constitute an offer, and New Shares will not be issued or sold under the Offer, in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, issue or sale. No action has been taken to register or qualify the Shares or the New Shares or to otherwise permit a public offering of Shares or New Shares outside Australia. The New Shares may be offered, issued or sold in any other jurisdiction under the Offer where such offer, issue or sale is permitted under applicable law. Neither St Barbara nor any other person warrants or guarantees the future performance of St Barbara or any return on any investment made under the Offer.

This announcement may contain forward looking statements, including indications of, and guidance on, future earnings and financial position and performance of St Barbara. Forward looking statements include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond St Barbara’s control, and which may cause actual results to differ materially from those expressed in the statements contained in this announcement. You should not place undue reliance on these forward-looking statements having regard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to St Barbara as of the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), St Barbara undertakes no obligation to update these forward-looking statements. To the maximum extent permitted by law, St Barbara and its officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfillment of any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the inform

==> picture [24 x 24] intentionally omitted <==

==> picture [20 x 26] intentionally omitted <==

==> picture [15 x 28] intentionally omitted <==

==> picture [27 x 21] intentionally omitted <==

==> picture [106 x 36] intentionally omitted <==

St Barbara Limited (ABN 36 009 165 066)

Retail Information Booklet

4-for-13 Accelerated Non-renounceable pro-rata Entitlement Offer to raise up to approximately $124 million

Retail Entitlement Offer closes at 5.00pm (Melbourne time) on 4 December 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Important information

RETAIL INFORMATION BOOKLET

This Retail Information Booklet is issued by St Barbara Limited (ABN 36 009 165 066) ( St Barbara ). This Retail Information Booklet and the Entitlement and Acceptance Form are important and require your immediate attention. You should read these documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

In particular, you should consider the risk factors outlined in the Investor Presentation (included in this Retail Information Booklet as Annexure II). You should also consider the tax implications outlined in Section 3 of this Retail Information Booklet. The potential tax effects of the Retail Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Retail Entitlement Offer.

Neither this Retail Information Booklet nor the Entitlement and Acceptance Form is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not and are not required to contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC.

This Retail Information Booklet should be read in conjunction with St Barbara’s other periodic and continuous disclosure announcements to the Australian Securities Exchange ( ASX ) available at www.asx.com.au.

All dollar values are in Australian dollars ($A) and financial data is presented within the financial year end of 30 June 2009 unless otherwise stated. St Barbara does not give any undertaking or representation that information in this Retail Information Booklet will be updated, except to the minimum extent required by law.

Neither St Barbara nor any other person warrants or guarantees the future performance of St Barbara or any return on any investment made under this Retail Information Booklet.

This Retail Information Booklet contains forward looking statements, including indications of, and guidance on, future earnings and financial position and performance of St Barbara (including in the Investor Presentation). Forward looking statements include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond St Barbara’s control, and which may cause actual results to differ materially from those expressed in the statements contained in this Retail Information Booklet. You should not place undue reliance on these forward-looking statements having regard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to St Barbara as of the date of this Retail Information Booklet. Except as required by law or regulation (including the ASX Listing Rules), St Barbara undertakes no obligation to update these forward-looking statements. To the maximum extent permitted by law, St Barbara and its officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfillment of any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).

None of the parties referred to in the Corporate Directory of this Retail Information Booklet (other than St Barbara) has made or authorised the making of any statement that is included in this Retail Information Booklet or any statement on which a statement in this Retail Information Booklet is based.

To the maximum extent permitted by law, each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Information Booklet other than references to its name or a statement or report included in this Retail Information Booklet with the consent of that party as specified above.

Please see the Investor Presentation (included in this Retail Information Booklet as Annexure II) for other important notices, disclaimers and acknowledgements.

Please see the inside back cover of this Retail Information Booklet for important Eligible Retail Shareholder declarations in relation to the Retail Entitlement Offer.

This Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “US Securities Act”)) (“US Person”). Neither this Retail Information Booklet nor the Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Neither the Entitlements nor New Shares offered in the equity raising have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a US Person. The New Shares may not be offered, or sold, or resold, in the United States or to, or for the account or benefit of, a US Person except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. The New Shares may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of St Barbara until 40 days following the completion of the equity raising.

Letter from the Chairman

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

17 November 2009

Dear Shareholder

On behalf of the Board of St Barbara Limited (“ St Barbara ”), I am pleased to invite you to participate in a 4-for-13 non-renounceable entitlement offer (the “ Entitlement Offer ”) of St Barbara shares (“ New Shares ”) at an issue price of A$0.27 per share.

On 11 November 2009, St Barbara announced its intention to raise up to A$124 million through the Entitlement Offer.

The Entitlement Offer is being undertaken by St Barbara to:

strengthen St Barbara’s balance sheet by providing adequate capital for the potential full redemption of Convertible Notes on 4 June 2010;
fund development of Tower Hill or Tarmoola subject to final approval following completion of a feasibility study; and
subject to the Entitlement Offer raising in excess of approximately $100 million, provide additional working capital.

Macquarie Capital Advisers Limited (“ Macquarie ”) is the Sole Lead Manager and Underwriter to the Entitlement Offer. Macquarie has committed to underwrite the first $100 million of the Entitlement Offer, subject to standard conditions (see section 4.9 of the Retail Information Booklet for further information).

The Institutional Entitlement Offer was conducted by way of a bookbuild on 11 and 12 November 2009 and raised approximately $73 million.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements not taken up and their equity interest in St Barbara will be diluted.

It is the current intention of all Directors who own shares in St Barbara to take up their Entitlements, either in whole or in part.

You will find enclosed in this Retail Information Booklet the following important information:

Key Dates for the Entitlement Offer;
Instructions on “How to Apply” setting out how to accept all, part of, or Shares in excess of, your Entitlement under the Entitlement Offer;
An ASX announcement and Investor Presentation in relation to the Entitlement Offer made on 11 November 2009; and
A personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided.

In particular, your attention is drawn to the Investor Presentation which the Company released to ASX on 11 November 2009 (attached as Annexure II to this Retail Information Booklet) which contains additional information that is or may be relevant to a Shareholder's decision whether to take up their Entitlement. For further information on St Barbara you can also visit the Company's website at www.stbarbara.com.au.

It is important to note that the Retail Entitlement Offer closes at 5.00pm (Melbourne time) on Friday, 4 December 2009 (the “ Retail Closing Date ”). To participate, you need to ensure that your completed Entitlement and Acceptance Form and payment is received by St Barbara before this time and date OR you have paid your application monies via BPAY®[1] pursuant to the instructions set out on the Entitlement and Acceptance Form. Please refer to the instructions in the “How to Apply – Eligible Retail Shareholders” that are included in this Retail Information Booklet for further information.

If you have any questions in respect of the Entitlement Offer, please call St Barbara Shareholder Information Line on 1300 823 855 (within Australia) or on +61 3 9415 4230 (from outside Australia) at any time from 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Entitlement Offer Period or, alternatively, consult your stockbroker, accountant or other professional adviser.

On behalf of the Board of St Barbara, I invite you to consider this investment opportunity and look forward to your continuing support of St Barbara.

Yours sincerely

==> picture [90 x 35] intentionally omitted <==

Colin Wise

Chairman

This letter and Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “US Securities Act”)) (“US Person”). None of this letter, the accompanying Retail Information Booklet nor the Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Neither the Entitlements nor New Shares offered in the equity raising have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a US Person. The New Shares may not be offered, or sold, or resold, in the United States or to, or for the account or benefit of, a US Person except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. The New Shares may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of St Barbara until 40 days following the completion of the equity raising.

1 ® registered to BPAY Pty Limited ABN 69 079 137 518

Entitlement Offer timetable

Institutional Entitlement Offer Wednesday, 11 November 2009 to Thursday, 12 November 2009 Record Date for the Entitlement Offer 7.00pm, Monday, 16 November 2009 Retail Entitlement Offer opens Tuesday, 17 November 2009 Settlement of applications under the Institutional Wednesday, 25 November 2009 Entitlement Offer Allotment of New Shares issued under the Institutional Thursday, 26 November 2009 Entitlement Offer Expected date for trading of New Shares allotted under the Thursday, 26 November 2009 Institutional Entitlement Offer Retail Entitlement Offer closes 5.00pm Monday, 4 December 2009 Allotment of New Shares under the Retail Entitlement Offer Monday, 14 December 2009 Expected date for trading of New Shares allotted under the Tuesday, 15 December 2009 Retail Entitlement Offer Despatch of transaction confirmation statements in relation Wednesday, 16 December 2009 to Retail Entitlement Offer

This timetable is indicative only and subject to change without notice. All times are Melbourne time. The commencement of quotation of New Shares is subject to confirmation from ASX. St Barbara, in conjunction with the Lead Manager, reserves the right to amend this timetable, at any time and without notice.

What should you do?

1. Read this Retail Information Booklet and the Entitlement and Acceptance Form, and seek advice as appropriate

This Retail Information Booklet and the accompanying Entitlement and Acceptance Form contain important information about the Retail Entitlement Offer. You should read them carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2. Decide what you want to do

If you are an Eligible Retail Shareholder, you may subscribe for all, some or none of your Entitlement or apply for additional New Shares in excess of your Entitlement (see Section 2 for further details).

You should note that your percentage holding in the Company may change following the Entitlement Offer. If you do not take up any of your Entitlement, then your percentage shareholding in St Barbara will be diluted.
If you apply for only some of your Entitlement, you will see your percentage shareholding in St Barbara reduce, but to a lesser extent.
If you apply for all of your Entitlement, you will see your percentage shareholding in St Barbara remain the same.

If you apply for New Shares in excess of your Entitlement and New Shares in excess of your Entitlement are issued to you, you will see your percentage shareholding in St Barbara increase. However, you are not assured of being issued any New Shares in excess of your Entitlement.

Shareholders who do not take up their Entitlement in full will not receive any value in respect of those entitlements they do not take up.

Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately.

3. Apply for New Shares

To participate in the Retail Entitlement Offer, you must apply for New Shares before 5.00pm Melbourne time on Friday, 4 December 2009, otherwise your rights under the Retail Entitlement Offer will lapse.

See Section 2 and the Entitlement and Acceptance Form for further details.

4. Questions

*Letter from the Chairman*	1
*Entitlement Offer timetable*	3
*What should you do?*	3
*Section 1* *Overview of the Entitlement Offer*	6
*Section 2* *How to Apply – Eligible Retail Shareholders*	8
*Section 3* *Taxation*	13
*Section 4* *Important Information for Shareholders*	14
*Glossary*	18
*Annexure I – ASX Offer Launch announcement*	21
*Annexure II – Investor presentation*	24
*Eligible Retail Shareholder declarations*	41
*Corporate Directory*	42

Section 1 Overview of the Entitlement Offer

1.1 Entitlement Offer

St Barbara intends to raise up to approximately $124 million under the Entitlement Offer, which comprises the Institutional Entitlement Offer and the Retail Entitlement Offer. Macquarie has committed to underwrite the first $100 million of the Entitlement Offer, subject to standard conditions (see section 4.9 of the Retail Information Booklet for further information). The Company may, within 3 months after the close of the Retail Entitlement Offer, place to Institutional Investors any non-underwritten shortfall from the Retail Entitlement Offer ( Shortfall Placement ).

Under the Entitlement Offer, St Barbara is offering Eligible Shareholders the opportunity to subscribe for 4 New Shares for every 13 Existing Shares[1] held on the Record Date. The issue price per New Share is $0.27. The Entitlement Offer is non-renounceable, which means that the Entitlements are non-transferable and cannot be sold or traded. Shareholders who do not take up their Entitlement in full will not receive any value in respect of those entitlements they do not take up.

Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Information Booklet for information on the purpose of the Entitlement Offer, the sources and application of the proceeds of the Entitlement Offer, and for information on St Barbara’s business, performance and strategy. You should also consider other publicly available information about St Barbara available at www.asx.com.au and www.stbarbara.com.au.

1.2 Institutional Entitlement Offer

Over 11 and 12 November 2009, St Barbara successfully conducted the Institutional Entitlement Offer to raise approximately $73 million from the issue of approximately 270 million New Shares, at an issue price of $0.27 per New Share. The Institutional Entitlement Offer is fully underwritten and New Shares are expected to be allotted under the Institutional Entitlement Offer on Thursday, 26 November 2009.

1.3 Retail Entitlement Offer

St Barbara intends to raise between approximately $27 million to $51 million through the Retail Entitlement Offer with approximately $27 million of the Retail Entitlement Offer underwritten by Macquarie. Eligible Retail Shareholders are invited to subscribe for all or part of their Entitlement and are being sent this Retail Information Booklet with a personalised Entitlement and Acceptance Form. In addition, Eligible Retail Shareholders may also subscribe for additional New Shares in excess of their Entitlement. However, you are not assured of being issued any New Shares in excess of your Entitlement.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Shareholders, being Shareholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. The following persons are not entitled to participate in the Retail Entitlement Offer:

any person in the United States or who is a US Person or is acting for the account or benefit of a US Person; or
any Eligible Institutional Shareholder (other than a nominee to the extent that the nominee also holds on behalf of an Eligible Retail Shareholder); or
any Ineligible Institutional Shareholder.

Notwithstanding the above, St Barbara and the Lead Manager may agree to extend the Retail Entitlement Offer to certain Institutional Shareholders who did not participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

1 Where fractions arise in the calculation of an Entitlement, the Entitlement will be rounded to the nearest whole number of New Shares.

The Retail Entitlement Offer closes at 5.00pm (Melbourne time) on Friday, 4 December 2009, with New Shares to be allotted on Monday, 14 December 2009.

The issue price under the Retail Entitlement Offer is the same as the issue price under the Institutional Entitlement Offer (A$0.27 per New Share) and the Shortfall Placement (if any).

1.4 Ranking of New Shares

New Shares will be issued on a fully paid basis and will rank equally with Existing Shares.

1.5 Reconciliation

As in any entitlement offer, investors may believe that they own more Existing Shares on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement. If reconciliation is required, it is possible that St Barbara may need to issue a small quantity of additional New Shares ( Top-Up Shares ) to ensure all Eligible Institutional Shareholders and Eligible Retail Shareholders have the opportunity to receive their full Entitlement. The price at which these Top-Up Shares will be issued will be the same as under the Entitlement Offer (A$0.27 per share).

St Barbara also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Shareholders.

1.6 Quotation and trading

St Barbara will apply to ASX for the official quotation of the New Shares in accordance with ASX Listing Rule requirements.

Subject to ASX approval being granted, it is expected that normal trading of New Shares allotted under the Retail Entitlement Offer will commence on Tuesday, 15 December 2009.

1.7 Holding Statements

Holding statements are expected to be dispatched to Eligible Retail Shareholders on Wednesday, 16 December 2009 in respect of New Shares allotted under the Retail Entitlement Offer.

It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sells New Shares before receiving confirmation of their holding in the form of their holding statement will do so at their own risk. St Barbara and the Lead Manager disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by St Barbara, the Registry, Orient Capital or the Lead Manager.

1.8 Withdrawal of the Entitlement Offer

St Barbara reserves the right to withdraw the Entitlement Offer at any time, in which case St Barbara will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

1.9 Allocation policy

All Eligible Retail Shareholders will be allocated New Shares applied for up to their Entitlement. All applications for additional New Shares in excess of Entitlements will be allocated at the discretion of St Barbara, in consultation with the Lead Manager and will be subject to any scale back or cap determined by St Barbara (in its absolute discretion). Eligible Retail Shareholders who apply for New Shares in excess of their Entitlement are not assured of being allotted any New Shares in excess of their Entitlement.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Section 2 How to Apply – Eligible Retail Shareholders

Eligible Retail Shareholders should read this Section in its entirety for instructions on the choices available to you. You should also refer to Section 1 of this Retail Information Booklet for an overview of the Entitlement Offer.

2.1 Eligible Retail Shareholders

An Eligible Retail Shareholder is a person who is registered as the holder of Existing Shares on the Record Date, and who:

has a registered address in Australia or New Zealand[2] ;
is not in the United States and is not a US Person and is not acting for the account or benefit of a US Person
is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and
is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.

Eligible Retail Shareholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement, which accompanies this Retail Information Booklet.

The Retail Entitlement Offer is not being made in the United States or to, or for the account or benefit of, US Persons. Accordingly, Eligible Retail Shareholders (including nominees) who hold Shares on behalf of persons in the US or that are US Persons may not take up their Entitlements or subscribe for New Shares on behalf of such persons, and may not send to such persons this Retail Information Booklet and any documents relating to the offer.

Each purchaser of New Shares under the Retail Entitlement Offer will be deemed to have represented, warranted and agreed that:

neither the Entitlements nor the New Shares have been, nor will be, registered under the US Securities Act or any US state or other securities laws, and may not be offered, sold or otherwise transferred in the US or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States;
they are not in the United States, and are not a US Person and are not acting for the account or benefit of a US Person;
they will not send this Retail Information Booklet or any other material relating to the Entitlement Offer to any person in the United States or that is a US Person; and
if in the future they decide to sell or otherwise transfer their New Shares, they will only do so in regular way transactions on ASX where neither they nor any person acting on its behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a US Person.

2 The Company reserves the right to extend the Entitlement Offer into other jurisdictions in its absolute discretion.

2.2 Choices available to Eligible Retail Shareholders

Eligible Retail Shareholders may do any one of the following:

take up all or part of their Entitlement (refer to Section 2.3);
take up all of their Entitlement and apply for additional New Shares in excess of their Entitlement (refer section 2.3); or
do nothing and let their Entitlement lapse (refer to Section 2.5).
The Retail Entitlement Offer is a pro-rata offer to Eligible Retail Shareholders only.

2.3 If you wish to take up all of or part of or more than your Entitlement

If you wish to take up your Entitlement in full or in part, or if you wish to take up your Entitlement in full and apply for additional New Shares in excess of your Entitlement, there are two different ways you can submit your Application and Application Monies.

2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

To apply and pay by cheque, bank draft or money order, you should:

read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
complete the personalised Entitlement and Acceptance Form accompanying this Retail Information Booklet in accordance with the instructions set out on that form, and indicate the number of New Shares you wish to subscribe for; and
return the form to the Registry (address details below) together with a cheque, bank draft or money order which must be:
in respect of the full Application Monies (being $0.27 multiplied by the number of New Shares you wish to subscribe for);
in Australian currency drawn on an Australian branch of a financial institution; and
made payable to ‘St Barbara Limited – Offer a/c’ and crossed ‘Not Negotiable’.

You should ensure that sufficient funds are held in any relevant account(s) to cover the full Application Monies.

Cash payments will not be accepted. Receipts for payment will not be issued.

If your Entitlement and Acceptance Form and your Application Monies are valid in all respects and received by the Retail Closing Date, New Shares will be allotted to you on Monday, 14 December 2009. Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Retail Closing Date, being 5:00pm (Melbourne time) on Friday, 4 December 2009, and no New Shares will be issued to you in respect of that Application, and your Application Monies submitted will be returned as soon as practicable without interest.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reaches the Registry at the following postal address:

St Barbara Limited Retail Offer c/- Computershare Investor Services Pty Limited GPO Box 505

Melbourne Vic 3001

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at St Barbara’s registered or corporate offices.

For the convenience of Eligible Retail Shareholders, an Australian reply paid envelope addressed to the Registry has been enclosed with this Retail Information Booklet.

Note that if you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

2.3.2 Payment via BPAY

To apply and pay via BPAY, you should:

read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary; and
make your payment in respect of the full Application Monies via BPAY for the number of New Shares you wish to subscribe for (being the issue price of $0.27 per New Share multiplied by the number of New Shares you are applying for). You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution. The details necessary to make a payment via BPAY can be found on your Entitlement and Acceptance Form.

If you choose to pay via BPAY you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 “Implications of making an Application”, including the Eligible Retail Shareholder declarations set out on the inside back cover of this Retail Information Booklet.

If you make valid payment of the Application Monies by the Retail Closing Date, New Shares will be allotted to you on Monday, 14 December 2009. Your payment of the Application Monies will not be accepted after the Retail Closing Date, being 5:00pm (Melbourne time) on Friday, 4 December 2009, and no New Shares will be issued to you in respect of that Application and your Application Monies submitted will be returned as soon as practicable, without interest.

If you have multiple holdings you will have multiple BPAY reference numbers. To ensure you receive your Entitlement in respect of that holding, you must use the reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.

You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment, and you should therefore take this into consideration when making payment. Ensure you have read and accurately followed your financial institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. You may also have a limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by the Retail Closing Date and the BPAY payment is completed correctly.

If the amount of Application Monies is insufficient to pay in full for the number of New Shares you applied for, or is more than the number of New Shares you applied for, you will be taken to have applied for such whole number of New Shares which is covered in full by your Application Monies, up to your full Entitlement. Alternatively, your Application will be rejected and any Application Monies will be refunded to you after the allotment date, without interest.

If you apply for additional New Shares in excess of your Entitlement and you are not allocated all or some of the additional New Shares applied for, the relevant Application Monies will be refunded to you after the allotment date, without interest.

2.4 Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Shares via BPAY will be taken to constitute a representation by the Eligible Retail Shareholder that they:

1 have received a copy of this Retail Information Booklet accompanying the Entitlement and Acceptance Form, and read them in their entirety;
2 make the Eligible Retail Shareholder declarations set out on the inside back cover of this Retail Information Booklet; and
3 acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

2.5 If you do nothing

If you are an Eligible Retail Shareholder and you do nothing, then New Shares representing your Entitlement will be offered to Eligible Retail Shareholders who subscribe for additional New Shares in excess of their Entitlement. You will not receive any consideration in return for any of your Entitlement not taken up. If there is not sufficient demand for New Shares from Eligible Retail Shareholders who applied for additional New Shares in excess of their Entitlement, the Retail Entitlement Offer will lapse in respect of those Shares (unless those Shares are within the Retail Underwritten Amount in which case the Lead Manager will subscribe or procure subscriptions for those Shares.) You should note that your percentage shareholding in the Company may change following the Offer:

If you do not take up any of your Entitlement, then your percentage shareholding in St Barbara will be diluted.
If you apply for only some of your Entitlement, you will see your percentage shareholding in St Barbara reduce, but to a lesser extent.
If you apply for all of your Entitlement, you will see your percentage shareholding in St Barbara remain the same.
If you apply for New Shares in excess of your Entitlement and New Shares in excess of your Entitlement are issued to you, you will see your percentage shareholding in St Barbara increase. However, you are not assured of being issued any New Shares in excess of your Entitlement.

Shortfall Placement

If you are an Eligible Retail Shareholder and you do nothing, or you only apply for some of your entitlement, then New Shares representing any of your Entitlement that you did not take up, to the extent not underwritten by the Lead Manager, may be placed to Institutional Investors in accordance with ASX Listing Rule 7.2 (Exception 3) at any time within 3 months after the close of the Retail Entitlement Offer. Any shares issued in this manner will be issued at the issue price under the Entitlement Offer. You will not receive any consideration in return for any of your Entitlement not taken up.

2.6 Enquiries

This Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require your immediate attention. You should read them in their entirety. If you are in doubt as to the course you should follow you should consult your stockbroker, accountant or other professional adviser. If you:

have questions in relation to the Existing Shares upon which your Entitlement has been calculated;
have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
have lost your Entitlement and Acceptance Form and would like a replacement form,

please call the St Barbara Shareholder Information Line on 1300 823 855 (within Australia) or on +61 3 9415 4230 (from outside Australia) at any time from 8.30am to 5.00pm (AEDT) Monday to Friday during the Entitlement Offer Period.

Section 3 Taxation

Set out below are the general Australian income tax implications in respect of the Entitlement Offer for Australian resident individual Shareholders that hold their Shares on capital account. It does not apply to Shareholders that hold their Shares on revenue account or as trading stock, nor does it apply to non-resident Shareholders.

This summary has been prepared for general circulation and does not take into account the objectives, tax position, financial situation or needs of any investor. Accordingly, any investor should, before acting on this material, seek independent professional tax advice.

This summary is based on the income tax legislation and established interpretations as at the date of this Retail Information Booklet.

3.1 Taxation of Entitlement Offer

3.1.1 Offer in respect of Entitlements

The offer in respect of the Entitlements should not give rise to any income tax implications for Shareholders.

3.1.2 Acceptance of Entitlements

The acceptance by Eligible Shareholders of their Entitlements to acquire New Shares under the Entitlement Offer should not result in any capital gain or capital loss being recognised for CGT purposes. Further, Shareholders should not derive assessable income from the acceptance of the Entitlement.

3.1.3 Expiration or Lapse of Entitlements

If a Shareholder does not accept their Entitlements to acquire New Shares under the Entitlement Offer, and instead allows those rights to lapse or expire, there should not be any CGT implications for the Shareholder.[.]

3.1.4 Holding and Disposing of New Shares

The New Shares acquired under the Entitlement Offer, will be treated in the same way as Existing Shares when determining the tax consequences arising from holding or disposing of those securities. In particular, any disposal of the New Shares will constitute a CGT Event for CGT purposes and may result in a capital gain or a capital loss.

3.2 GST

The offer in respect of Entitlements and the issue of New Shares is not subject to GST.

Section 4 Important Information for Shareholders

4.1 No prospectus

The Entitlement Offer complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Order 08/35. Accordingly neither this Retail Information Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Entitlement Offer will be prepared.

4.2 Availability of Retail Information Booklet

Shareholders with registered addresses in Australia or New Zealand can obtain a copy of this Retail Information Booklet during the Entitlement Offer Period on St Barbara’s website at www.stbarbara.com.au or by calling the St Barbara Shareholder Information Line on 1300 823 855 (within Australia) or on +61 3 9415 4230 (from outside Australia) at any time from 8.30am to 5.00pm (AEDT) Monday to Friday during the Entitlement Offer Period.

Eligible Retail Shareholders with registered addresses in Australia or New Zealand will be sent a copy of this Retail Information Booklet and their Entitlement and Acceptance Form. You should ensure that you read the Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and if accessing them electronically that you download the Retail Information Booklet in its entirety (including the annexures to this Retail Information Booklet).

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The electronic version of this Retail Information Booklet on St Barbara’s website will not include a personalised Entitlement and Acceptance Form although it will provide a link to the Investor Centre website where Eligible Retail Shareholders can obtain a personalised Entitlement and Acceptance Form. By accessing the Entitlement and Acceptance Form from Investor Centre you are taken to have made all declarations to St Barbara as stated in the Eligible Retail Shareholder declarations section of the Retail Information Booklet. You will only be entitled to accept the Retail Entitlement Offer by completing your personalised Entitlement and Acceptance Form, or by making a payment of Application Monies via BPAY (refer to Section 2.3.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

Shareholders in other jurisdictions are not entitled to access the electronic version of the Retail Information Booklet on St Barbara’s website.

4.3 Continuous disclosure

St Barbara is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

St Barbara is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, St Barbara has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its shares. That information is available to the public from the ASX.

Some documents are required to be lodged with ASIC in relation to St Barbara. These documents may be obtained from, or inspected at, an ASIC office.

4.4 Not investment advice

The information provided in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The information contained in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information which a Shareholder may require in order to determine whether or not to subscribe for New Shares. If you have any questions you should consult your professional adviser before deciding whether or not to invest.

4.5 Risks

The Investor Presentation details important factors and risks that could affect the financial and operating performance of St Barbara. Please refer to “Appendix A Key Risks” of the Investor Presentation (contained in Annexure II of this Retail Information Booklet) for details. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

4.6 No authorisation

No person is authorised to give any information or make any representation in connection with the Retail Entitlement Offer, which is not contained in this Retail Information Booklet. Any information or representation not contained in this Retail Information Booklet may not be relied on as having been authorised by St Barbara in connection with the Retail Entitlement Offer.

4.7 No cooling-off rights

Cooling-off rights do not apply to a subscription for New Shares under the Entitlement Offer. This means that you cannot withdraw your Application once it has been submitted except as required by law. Once the New Shares are issued and quotation is granted by ASX you may sell your New Shares on market.

4.8 Foreign jurisdictions - restrictions and limitations

No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside Australia and New Zealand. This Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Retail Information Booklet and/or the Entitlement and Acceptance Form outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Information Booklet and/or the Entitlement and Acceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

4.9 Underwriting arrangements and fees

The Institutional Entitlement Offer is fully underwritten by the Lead Manager. The Retail Entitlement Offer is underwritten up to the Retail Underwritten Amount. The Underwriting Agreement is subject to customary termination events, such as:

the $US spot gold price as quoted on Bloomberg:
at any time prior to the Institutional Settlement Date, falls to 90% or less of US$1104.95 per oz;
as at the close of trading on ASX on two consecutive Business Days or until the end of the Retail Settlement Date (whichever is less), is 90% or less of US$1104.95 per oz;

the commencement of hostilities (not currently existing), such as war or terrorism, between or in certain countries;
a moratorium on commercial banking activities in Australia, the United Kingdom or the United States or a suspension or material limitation of trading on the ASX, London or New York stock exchanges;
the S&P/ASX 300 Resources Index falling by 10% or more below its level on 10 November 2009: • at any time prior to the Institutional Settlement Date; or
as at the close of trading on the ASX on two consecutive business days or until the end of the Retail Settlement Date (whichever is the lesser period);
certain regulatory acts are taken or approvals refused;
any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of St Barbara; and
certain other events relating to the Entitlement Offer or St Barbara.

If the Underwriting Agreement is terminated, the Entitlement Offer may not proceed in its entirety .

St Barbara and the Lead Manager reserve the right, at any time, to appoint sub-underwriters in respect of any part of the Retail Entitlement Offer.

The Lead Manager is entitled to be paid fees and expenses under the Underwriting Agreement and receive certain indemnities. The Lead Manager may appoint sub-underwriters, who may each be paid a fee determined by negotiation with the relevant sub-underwriter. Any sub-underwriter’s fees in respect of the Entitlement Offer would be paid by the Lead Manager out of the fees payable to the Lead Manager.

4.10 Indemnities

Subject to certain exceptions, St Barbara has agreed to indemnify the Lead Manager, its related bodies corporate, directors, officers, employees, common partners, agents and consultants against any losses arising directly or indirectly from or relating to the Lead Manager’s engagement with St Barbara, their activities contemplated by that engagement, the Offer and their appointment under the Underwriting Agreement.

4.11 ASX waivers

In order to conduct the Entitlement Offer, St Barbara has sought certain waivers from the ASX Listing Rules. ASX has granted St Barbara waivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of conditions including that:

all Shareholders are offered their pro-rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit the Shareholder to be excluded from the Entitlement Offer;
New Shares are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and same ratio; and
related parties do not participate beyond their pro-rata share other than under bona fide underwriting arrangements that are disclosed in this Retail Information Booklet. There is no such underwriting arrangement.

The waivers also allow St Barbara to ignore, for the purposes of determining those entitled to receive Entitlements, transactions occurring after the announcement of the trading halt in Shares (other than registrations of ITS (Integrated Trading System) transactions which were effected before the announcement) ( post ex-date transactions ). Transactions ignored under this provision are to be ignored in determining holders and registered holders, and holdings and registered holdings, of Existing Shares as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Shares in a post ex-date transaction you will not be entitled to receive an Entitlement in respect of those Shares.

4.12 Consents

None of the parties referred to in the Directory of this Retail Information Booklet (other than St Barbara), has made or authorised the making of any statement that is included in this Retail Information Booklet or any statement on which a statement in this Retail Information Booklet is based.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Information Booklet other than references to its name or a statement or report included in this Retail Information Booklet with the consent of that party as specified above.

4.13 Privacy

As a Shareholder, St Barbara and the Registry have already collected certain personal information from you. If you apply for New Shares, St Barbara and the Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of New Shares, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, St Barbara and the Registry may disclose your personal information for purposes related to your shareholding to their agents, contractors or third party service providers to whom they outsource services, including the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of Shareholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) St Barbara or the Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to St Barbara through the Registry as follows:

Computershare Investor Services Pty Limited GPO Box 2935 Melbourne VIC 3001

or by telephone: 1300 653 935 (within Australia) or : +61 3 9415 4356 (outside Australia), or by email: [email protected]

4.14 Governing law

This Retail Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in Victoria, Australia. Each Shareholder who applies for New Shares under the Entitlement Offer submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

Glossary

Term			Definition
$ or A$ or dollars			Australian dollars
ABN			Australian Business Number
AEDT			Australian Eastern Daylight Time
Application			An application to subscribe for New Shares under the Retail Entitlement Offer
Application Monies			Monies received from applicants in respect of their Applications
ARSN			Australian Registered Scheme Number
ASIC			Australian Securities and Investments Commission
ASX			ASX Limited (ABN 98 008 624 691) or the financial market operated by that entity known as the Australian Securities Exchange
ASX Announcement			The announcement released to ASX on 11 November 2009 in connection with the Entitlement Offer and annexed to this Retail Information Booklet as Annexure I
ASX Listing Rules			The official listing rules of ASX, as amended or replaced from time to time and as waived in respect of St Barbara or the Entitlement Offer by ASX
CGT			Capital gains tax
Corporations Act			Corporations Act 2001 (Cth), as modified in respect of St Barbara or the Entitlement Offer by ASIC
Eligible Institutional Shareholder			An Institutional Shareholderwho has successfully received an offer under the Institutional Entitlement Offer (as the Lead Manager determines), including where the offer is made to a person for whom the Institutional Shareholder holds Shares

Eligible Retail Shareholder			A Shareholder on the Record Date who: � has a registered address in Australia or New Zealand; � is not in the United States and is not a US Person and is not acting for the account or benefit of a US Person; � is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder; and � is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer Notwithstanding the above, St Barbara and the Lead Manager may agree to extend the Retail Entitlement Offer to certain Institutional Shareholders who did not participate in the Institutional Entitlement Offer or to other retail shareholders (subject to compliance with applicable laws).
Eligible Shareholder			A person who is an Eligible Institutional Shareholder or an Eligible Retail Shareholder
Entitlement			The entitlement to 4 New Shares for every 13 Existing Shares held on the Record Date by Eligible Shareholders
Entitlement and Acceptance Form			The Entitlement and Acceptance Form accompanying this Retail Information Booklet upon which an Application can be made
Entitlement Offer			The offer of approximately 459.67 million New Shares to Eligible Shareholders in the proportion of 4 New Shares for every 13 Existing Shares held on the Record Date. The Entitlement Offer comprises two components – the Institutional Entitlement Offer and the Retail Entitlement Offer. The Shortfall Placement will also comprise part of the Entitlement Offer if it occurs.

Term			Definition
Entitlement Offer Period			The period commencing on the opening date of the Retail Entitlement Offer and ending on the Retail Closing Date, as specified in the “Entitlement Offer Timetable” section of this Retail Information Booklet.
Existing Share			A Share on issue on or before the Record Date
GST			Australian Goods and Services Tax (currently 10%)
Ineligible Institutional Shareholder			An Institutional Shareholder: � who has, or the person for whom it holds Shares has, a registered address outside Australia and New Zealand and any other jurisdictions as St Barbara and the Lead Manager agree; or � that the Lead Manager determines will be an Ineligible Institutional Shareholder for the purposes of the Institutional Entitlement Offer
Institutional Entitlement Offer			The offer of New Shares to Eligible Institutional Shareholders under the Entitlement Offer as described in Section 1.2
Institutional Investor			A person whom the Lead Manager reasonably believes to be a person: � in Australia, who is an "exempt investor" as defined in ASIC Class Order 08/35; or � in selected jurisdictions outside Australia, to whom an offer of New Shares may be made without registration, lodgement of a formal disclosure document or other formal filing in accordance with the laws of that foreign jurisdiction (except to the extent to which St Barbara is willing to comply with such requirements)
Institutional Settlement Date			Wednesday, 25 November 2009.
Institutional Shareholder			A Shareholder on the Record Date who is an Institutional Investor
Investor Presentation			The investor presentation in connection with the Entitlement Offer dated 11 November 2009 and annexed to this Retail Information Booklet as Annexure II
Lead Manager			Macquarie Capital Advisers Limited (ABN 79 123 199 548)
New Shares			The Shares offered under the Entitlement Offer.
Record Date			The time and date for determining which Shareholders are entitled to an Entitlement under the Entitlement Offer, being 7.00pm (Melbourne time) on Monday, 16 November 2009
Registry			Computershare Investor Services Pty Limited (ABN 48 078 279 277)
Retail Closing Date			The last date for Eligible Retail Shareholders to lodge an Application, being 5pm (Melbourne time) Friday, 4 December 2009
Retail Entitlement Offer			The offer of New Shares to Eligible Retail Shareholders under the Entitlement Offer as described in section 1.3.
Retail Information Booklet			This booklet dated 17 November 2009, including the Investor Presentation and the ASX Announcement
Retail Settlement Date			Friday, 11 December 2009.
Retail Underwritten Amount			Approximately $27 million.
Share			One ordinary share in St Barbara
Shareholder			The registered holder of an Existing Share
Shortfall Placement			A placement made to Institutional Investors within 3 months of the Retail Entitlement Offer in accordance with ASX Listing Rule 7.2 (Exception 3)

Term			Definition
St Barbara			St Barbara Limited (ABN 36 009 165 066)
Underwriting Agreement			The underwriting agreement dated 11 November 2009 between St Barbara and the Lead Manager, as described in section 4.9
US or United States			United States of America, its territories and possessions, any state of the United States and the District of Columbia
US Persons			The meaning given in Rule 902(k) of Regulation S under the US Securities Act
US Securities Act			The US Securities Act of 1933, as amended

Annexure I – ASX Offer Launch announcement

St Barbara Limited

ABN 36 009 165 066

==> picture [19 x 23] intentionally omitted <==

==> picture [15 x 26] intentionally omitted <==

==> picture [21 x 22] intentionally omitted <==

==> picture [23 x 18] intentionally omitted <==

11 November 2009

ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER TO RAISE GROSS PROCEEDS OF UP TO A$124 MILLION

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

Entitlement Offer

St Barbara Limited (“ St Barbara ”) today announced a 4 for 13 Accelerated Non-Renounceable Pro Rata Entitlement Offer (“ Offer ”) to raise up to approximately A$124 million at an offer price of A$0.27 per share.

Eligible shareholders are invited to subscribe for 4 new St Barbara ordinary shares (" New Shares ") for every existing 13 St Barbara ordinary shares held as at 7.00pm (Melbourne time) on 16 November 2009 (" Record Date "). The offer price of A$0.27 per New Share represents a 25% discount to the last traded price on 10 November 2009 of A$0.36, a 23% discount to the volume weighted average price for the five trading days up to and including 10 November 2009 (“ VWAP ”) and a 19% discount to the theoretical ex-rights price, based on VWAP. New Shares will rank equally with existing fully paid ordinary shares in St Barbara from allotment.

The Offer comprises:

Institutional Entitlement Offer to raise approximately A$73million
Retail Entitlement Offer to raise between approximately A$27 million and A$51 million.

Macquarie Capital Advisers Limited (“ Macquarie ”) is Sole Lead Manager and Underwriter to the Offer and has committed to underwrite the first $100 million of the Offer, subject to standard conditions.

St Barbara reserves the right to place any shortfall from the Retail Entitlement Offer at its discretion in the 3 months post the Offer.

In launching the Offer, Tim Lehany, the Managing Director and Chief Executive Officer of St Barbara, commented that:

“The Offer is the logical next step in St Barbara’s development, and is an outcome of our recent strategic review. Following the Offer, St Barbara will have the balance sheet and funding flexibility to pursue its growth objectives. Since completing our comprehensive strategic review in July 2009, St Barbara has announced two consecutive quarters of production in line with expectations at Leonora and Southern Cross and remains on track to deliver its three year plan. We believe that St Barbara has an exciting future that will be built on the development of its key project. I encourage all shareholders to support the Offer.”

As this is a non-renounceable entitlement offer, St Barbara shareholders who do not take up all or part of their entitlement to participate in the Offer will not receive any value for those entitlements not taken up, and their equity interest in St Barbara will be diluted.

Use of Proceeds

The proceeds of the Offer will be used to:

Strengthen St Barbara’s balance sheet by providing adequate capital for the potential full redemption of Convertible Notes on 4 June 2010
Fund development of Tower Hill or Tarmoola subject to final approval following completion of a feasibility study

LEVEL 14, 90 COLLINS STREET, MELBOURNE VIC 3000 LOCKED BAG 9, COLLINS STREET EAST VIC 8003

TELEPHONE + 61 3 8660 1900 FACSIMILE + 61 3 8660 1999

2

Subject to the Offer raising in excess of approximately A$100 million, provide additional working capital.

A breakdown of the use of proceeds from the Offer is contained in the Offer Presentation, lodged on the Australian Securities Exchange (“ ASX ”) with this announcement.

Institutional Entitlement Offer

Existing Institutional Shareholders will be invited to participate in the Institutional Entitlement Offer under the Offer documentation that was lodged with ASX with this announcement. The Institutional Entitlement Offer will open today (11 November 2009) and is anticipated to close at 12:00pm (Melbourne time) on 12 November 2009.

Eligible Institutional Shareholders can choose to take up their entitlement in whole, in part, or not at all. In addition, under the Institutional Entitlement Offer, entitlements not taken up by eligible Institutional Shareholders, together with entitlements which would otherwise have been offered to Ineligible Institutional Shareholders, will be offered to eligible Institutional Shareholders who apply for New Shares in excess of their entitlement, and to certain other eligible institutional investors. St Barbara expects to announce the outcome of the Institutional Entitlement Offer to the market prior to the start of trading on Friday, 13 November 2009.

Retail Entitlement Offer

Eligible Retail Shareholders will be invited to participate in the Retail Entitlement Offer. The Retail Entitlement Offer will open on 17 November 2009 and is expected to close at 5:00pm (Melbourne time) on 4 December 2009.

Eligible Retail Shareholders can choose to take up their entitlements in whole, in part, or not at all. Eligible Retail Shareholders who take up their entitlement in full may also apply for New Shares in excess of their Entitlement (" Additional New Shares "). However, there is no guarantee that any Additional New Shares will be available. Additional New Shares will only be available to be allocated to Eligible Retail Shareholders where there are sufficient New Shares from Eligible Retail Shareholders who do not take up their full Entitlement and New Shares that would have been offered to Ineligible Retail Shareholders if they had been entitled to participate in the Retail Entitlement Offer, subject to any allocation policy and scale-back that St Barbara, in consultation with Macquarie may apply (in St Barbara’s absolute discretion).

The Retail Information Booklet will be sent to eligible Retail Shareholders by 23 November 2009 and be made available on St Barbara’s website www.stbarbara.com.au. Eligible Retail Shareholders wishing to acquire New Shares under the Retail Entitlement Offer will need to complete, or otherwise apply in accordance with, the personalised Entitlement and Acceptance Form that will accompany the Retail Information Booklet.

All dates are indicative only and subject to change. St Barbara reserves the right to amend the timetable including, in consultation with Macquarie, to extend the closing date for the Retail Entitlement Offer, and to accept late applications either generally or in specific cases.

Tim Lehany

Managing Director and Chief Executive Officer

Media enquiries and Investor enquiries:

Ross Kennedy, General Manager Corporate Services / Company Secretary: +61(0) 3 8660 1903 or + 61 (0) 409 524 442.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

The Offer does not constitute an offer, and New Shares will not be issued or sold under the Offer, in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, issue or sale. No action has been taken to register or qualify the Shares or the New Shares or to otherwise permit a public offering of Shares or New Shares outside Australia. The New Shares may be offered, issued or sold in any other jurisdiction under the Offer where such offer, issue or sale is permitted under applicable law.

Neither St Barbara nor any other person warrants or guarantees the future performance of St Barbara or any return on any investment made under the Offer.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information.

Annexure II – Investor presentation

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Positioning St Barbara for Growth
Equity Raising
11 [th] November 2009
NOT FOR DISTRIBUTION OR RELEASE IN 1
THE UNITED STATES OR TO US PERSONS 1
----- End of picture text -----

Important notice and disclaimer

==> picture [403 x 230] intentionally omitted <==

----- Start of picture text -----

This investor presentation ( Presentation ) has been prepared by St Barbara Limited (ABN 36 009 165 066) ( St Barbara )
Summary information
This Presentation contains summary information about St Barbara and its subsidiaries and their activities current as at 10 November 2009. The information in this Presentation is of general background and does not purport to be
complete. It should be read in conjunction with St Barbara’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.
Not financial product advice
This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire St Barbara shares and has been prepared without taking into account the objectives, financial
situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal
and taxation advice appropriate to their jurisdiction. St Barbara is not licensed to provide financial product advice in respect of St Barbara shares. Cooling off rights do not apply to the acquisition of St Barbara shares.
Financial data
All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented within the financial year end of 30 June unless stated otherwise. The pro forma historical financial information included in this
Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. The disclosure of such non-GAAP financial measures in the manner
included in this presentation would not be permissible in a registration statement under the United States Securities Act of 1933, as amended (the "U.S. Securities Act”). These non-GAAP financial measures do not have a
standardised meaning prescribed by the Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial
measures determined in accordance with the Australian Accounting Standards. Although St Barbara believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and
condition of our business for the reasons set out above, you are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this presentation.
Past performance
Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Future performance
This Presentation contains certain “forward-looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”,
“forecast”, “estimate”, “target” and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and
estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current
market conditions.
Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This presentation
contains such statements that are subject to risk factors associated with St Barbara and the mining industry, including but not limited to, those contained in Appendix A. It is believed that the expectations reflected in these statements
are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially.
Investment Risk
An investment in St Barbara shares is subject to investment and other known and unknown risks, some of which are beyond the control of St Barbara. St Barbara does not guarantee any particular rate of return or the performance of
St Barbara. Persons should have regard to the risks outlined in this Presentation.
Not an offer
This Presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In
particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of any "U.S. person" (as defined in
Regulation S under the U.S. Securities Act (“US Person”)) , or in any other jurisdiction in which such an offer would be illegal.. This document may not be distributed or released in the United States or to, or for the account or benefit
of, any U.S. Person. Securities may not be offered or sold in the United States, or to or for the account or benefit of U.S. Persons unless the securities have been registered under the U.S. Securities Act or an exemption from the
registration requirements of the U.S. Securities Act is available. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction
exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Lead Manager and Underwriter
The underwriter and St Barbara’s other advisors have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statement in this
Presentation and there is no statement in this Presentation which is based on any statement by the underwriters or other advisors. The underwriter and St Barbara’s other advisors and their affiliates, officers and employees, to the
maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this document and make no representation or warranty as to the currency,
accuracy, reliability or completeness of information.
NOT FOR DISTRIBUTION OR RELEASE IN 2
THE UNITED STATES OR TO US PERSONS 2
----- End of picture text -----

==> picture [455 x 669] intentionally omitted <==

----- Start of picture text -----

Offer Summary
� St Barbara (the “ Company ”) today announced a 4 for 13 Accelerated Non-Renounceable Pro Rata Entitlement Offer (the
“ Offer ”) to raise up to approximately A$124 million
� The funds raised will be used to:
� Strengthen St Barbara’s balance sheet by providing adequate capital for the potential full redemption of Convertible
Notes on 4 June 2010
� Fund development of Tower Hill or Tarmoola subject to final approval following completion of a feasibility study
� Subject to the Offer raising in excess of approximately A$100 million, provide additional working capital
� The Offer comprises:
� Institutional Entitlement Offer to raise approximately A$73 million
� Retail Entitlement Offer to raise between approximately A$27 million and A$51 million
� Macquarie Capital Advisers Limited has committed to underwrite the first $100 million of the Offer, subject to standard
conditions
� The Offer Price of A$0.27 per share represents a:
� 25% discount to the last traded price on Tuesday, 10 November 2009
� 23% discount to the volume weighted average price for the five trading days up to and including Tuesday, 10 November
2009 (“ VWAP ”)
� 19% discount to the theoretical ex-rights price, based on VWAP (“ TERP ”)
� All eligible shareholders will have the opportunity to participate on an equal basis in the Entitlement Offer
NOT FOR DISTRIBUTION OR RELEASE IN 3
THE UNITED STATES OR TO US PERSONS 3
Company Profile
� Unhedged Australian gold company, currently producing in excess of 200,000+
ounces per annum (“ozpa”), with planned increase in production
� Two producing operations (Leonora and Southern Cross)
� Reserves 2.6M ozs (June 09)
� Resources 9.5M ozs (June 09)
� Low political risk
� Established infrastructure and all licences to operate in place
� Exploration land bank prospective for discovery
� Experienced Board of Directors and Executive Team
NOT FOR DISTRIBUTION OR RELEASE IN 4
THE UNITED STATES OR TO US PERSONS 4
----- End of picture text -----

Delivering on Plan

==> picture [401 x 220] intentionally omitted <==

----- Start of picture text -----

The Offer is the logical next step in St Barbara’s strategic development
� Focus on lower cost, higher margin gold production
� Completed strategic review � Extensive review of all operations focussing on establishing a robust and deliverable business case
(June 2009) � High cost open pit operations have ceased
� Divestment of interest in Bendigo Mining has been completed
� Achieved two consecutive quarters of production at Leonora and Southern Cross in line with expectations
� Three year (FY 10 – FY 12) � Production, cash operating costs and capital expenditure on track to meet full year guidance
plan on track � Key assumptions underpinning the three year plan and the associated operational guidance referred to in this
presentation are contained in Appendix B
� Debt funding possible but if implemented, some hedging is likely to be required
� Capital management review �� Equity line stand-by facility up to A$50 million available but draw down would be dilutive to shareholdersThe Offer is therefore assessed to best suit St Barbara’s requirements
completed � Offer proceeds will provide the balance sheet strength to remove financial constraints and position the
Company to deliver on strategic objectives including growth
NOT FOR DISTRIBUTION OR RELEASE IN 5
THE UNITED STATES OR TO US PERSONS 5
----- End of picture text -----

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Investment Highlights
� Gwalia mine is St Barbara’s flagship asset and is expected to underpin long term cash flows based on the three year
plan
Robust Operations � Gwalia is achieving production and cost targets
� Gwalia mine development emphasis is on targeting the higher grade areas of the mine as soon as possible
� Southern Cross planned to produce positive net cash flows in each full year over the three year plan
Robust and Deliverable �� Strategic review has established a platform for future growthFocus on lower cost, higher margin production
Strategic Plan � Three year plan for existing operations based substantially on current reserves
Unhedged Producer � 100% unhedged producer with planned increase in production providing leverage to the gold price
Identifiable Internal � Tower Hill or Tarmoola to provide potential additional feed for Gwalia mill subject to final approval following completion
of a feasibility study
Growth Opportunities � An extensive and highly prospective land bank for brownfields and greenfields exploration
� Offer price represents a:
� 25% discount to last traded price on Tuesday, 10 November 2009
An opportunity to acquire � 23% discount to VWAP
shares on attractive terms � 19% discount to TERP
� All of St Barbara’s Directors intend to participate in the Entitlement Offer for all or part of their entitlement
� Following the Offer, St Barbara will have a strong balance sheet and funding flexibility to pursue identified internal
growth opportunities
Strong Financial Position � Existing cash on hand provides support in funding planned operating and capital expenditure requirements in FY 10
Post Offer and cash backing of environmental bonds
� Equity line standby facility remains undrawn at no additional cost
� Operations planned to be cash flow positive from FY 11 onwards
NOT FOR DISTRIBUTION OR RELEASE IN 6
THE UNITED STATES OR TO US PERSONS 6
----- End of picture text -----

Use of Proceeds

==> picture [401 x 229] intentionally omitted <==

----- Start of picture text -----

� The proceeds of the Offer will be used to:
� Strengthen St Barbara’s balance sheet by providing adequate capital for the potential full redemption of Convertible
Notes on 4 June 2010;
� Fund development of Tower Hill or Tarmoola subject to final approval following completion of a feasibility study; and
� Subject to the Offer raising in excess of approximately A$100 million, provide additional working capital
Total Sources and Uses of Funds
Source Amount Uses Amount
Repayment of the outstanding
balance on the convertible A$77 m
Entitlement Offer A$100 m - A$124 m notes
Tower Hill or Tarmoola
A$20 m
development
Less: Costs of Offer A$4 m - A$5 m
Change in working capital [1] A$(1) m to A$22 m
Total Sources [2] A$96 m - A$119 m Total Uses [2] A$96 m to A$119 m
Notes:
1. If only the Underwritten amount is raised, part of the costs of the Offer will be met using existing cash balance.
2. In addition to proceeds from the Offer, in the current financial year the Company will apply its available cash on hand towards development of the Gwalia mine and working capital
NOT FOR DISTRIBUTION OR RELEASE IN 7
THE UNITED STATES OR TO US PERSONS 7
----- End of picture text -----

Use of Proceeds

Pro-Forma Balance Sheet (post equity raising)

==> picture [401 x 230] intentionally omitted <==

----- Start of picture text -----

Pro forma historical balance sheet ($m)
Adjustments Adjustments
30 June 2009 Actual Bendigo Sale of Underwritten raising of Pro forma Additional $24.1m Pro forma
shares $100m raised
Current assets
Cash and cash equivalentsTrade and other receivables 34.953.7 9.9- 95.7- 159.334.9 23.4- 182.734.9
Inventories 31.1 - - 31.1 - 31.1
Available-for-sale financial assetsDeferred mining costs 13.916.2 (13.9)- -- 16.2- -- 16.2-
Total current assets 149.8 (4.0) 95.7 241.5 23.4 264.9
Non-current assets
Deferred mining costsProperty, plant and equipmentMine propertiesExTotal non-current assetsploration and evaluation 185.3317.6117.66.58.2 ----- ----- 185.3317.6117.66.58.2 ----- 185.3317.6117.66.58.2
Total assets 467.4 (4.0) 95.7 559.1 23.4 582.5
Current liabilities
Trade and other payablesInterest bearing borrow ingsProvisionsTotal current liabilities (127.7(38.3)(83.6)(5.8)) ---- ---- (127.7(38.3)(83.6)(5.8)) ---- (127.7(38.3)(83.6)(5.8))
Non-current liabilities
Interest bearing borrow ingsProvisionsTotal non-current liabilities (((14.0)29.243.2)) --- --- (((14.0)29.243.2)) --- (((14.0)43.229.2))
Total liabilities (170.9) - - (170.9) - (170.9)
Net assets 296.5 (4.0) 95.7 388.2 23.4 411.6
Equity
Contributed equityReservesAccumulated losses (208.7496.29.0) (6.7)2.7- 95.7-- (591.9206.02.3) 23.4-- (615.3206.02.3)
Total equity 296.5 (4.0) 95.7 388.2 23.4 411.6
Notes:
1. Sale of Bendigo shares – In August 2009, St Barbara sold its 9.7% investment in the shares of Bendigo Mining Limited for proceeds of A$9.9 million. The sale of these shares resulted in the derecognition of both the carrying value of the
investment of A$13.9 million and the investment fair value reserve of A$6.7 million. The net impact on the Income Statement was a profit of A$2.7 million.
2. Underwritten raising of A$100m – Assumes A$100 million raised through the Offer, underwritten by Macquarie Capital Advisers, less transaction costs of A$4.3 million.
3. Additional A$24.1m raised – Assumes an additional A$24.1 million is raised through the Offer, not underwritten, less incremental transaction costs of A$0.7 million.
4. Cash position at September 2009 – The actual cash and cash equivalents balance at 30 September 2009 was A$61.2 million, which includes the proceeds from the sale of Bendigo Mining Limited shares. Cash held on deposit as security for
bank guarantees totalling A$21.4m, mainly for environmental bonds in favour of the WA Government, is not reported as cash and cash equivalents; these deposits are reported as other current receivables for statutory reporting purposes.
5. Movement in inventory – There was a decrease in inventories in the September 2009 quarter representing mainly the movement in Run of Mine (ROM) ore stockpiles and gold-in-circuit inventory at Southern Cross. ROM ore stockpiles at 30
June 2009 were planned to be processed in the September 2009 quarter, and at 30 September 2009 there was 214,121 tonnes at 3.1g/t for 21,605 ounces of contained gold on the ROM to be processed during the remainder of FY10.
NOT FOR DISTRIBUTION OR RELEASE IN 8
THE UNITED STATES OR TO US PERSONS 8
----- End of picture text -----

==> picture [455 x 669] intentionally omitted <==

----- Start of picture text -----

Capital Structure
� An indicative capital structure prior to and post the Offer is presented below:
Post Offer Post Offer
Pre Offer
(A$100 million) (A$124 million)
Shares on issue 1,493,932,950 1,864,303,320 1,953,604,627
Options on issue [1,2] 11,619,771 11,619,771 11,619,771
Convertible Notes [3,4] A$77,100,000 A$77,100,000 [5] A$77,100,000 [5]
Notes:
1. Unlisted employee options are exercisable at various prices between A$0.298 and A$0.549 up to 3 April 2014.
2. In addition to unlisted employee options on issue, the St Barbara Board has approved the issue of a further 16,292,813 unlisted options, exercisable at $0.306 per share.
3. Convertible Notes are convertible at A$0.67 per share, at any time, have an 8% coupon and mature on 4 June 2012. Note holders have the option for early redemption of their
notes for face value on 4 June 2010. The conversion price of the Convertible Notes will decrease to between $0.65 and $0.64 per share post the Offer (based on a raising of
between A$100 million and A$124 million).
4. Convertible Notes currently on issue would convert into 118,615,385 to 120,468,750 ordinary shares if all were converted (based on a raising of between A$100 million and
A$124 million).
5. A stated purpose of the offer is to provide funding to repay the full value of the convertible notes when they fall due on 4 June 2010
NOT FOR DISTRIBUTION OR RELEASE IN 9
THE UNITED STATES OR TO US PERSONS 9
Company Profile
St Barbara’s Strategy
� Focus on lower cost, higher margin gold production from current operations
� Replaces strategy of seeking to fully utilise excess plant capacity with lower grade open pit ore
� Three year plan commenced
� Planned gold production at Gwalia and Southern Cross expected to increase from 205,000 – 240,000 ounces in FY 10 to
300,000 – 340,000 ounces in FY 12
� Potential to increase FY 12 production to 350,000 – 400,000 ounces with production from either Tower Hill or Tarmoola
(subject to final approval following completion of a feasibility study)
� Gwalia mine remains the cornerstone of St Barbara’s future
� Underpins the Company’s value and prospects
� Strong free cash flow planned in FY 12 from high grade, higher volume area of mine
� Southern Cross based on Marvel Loch Underground mine
� Southern Cross planned to generate net cash each year to at least FY 12
� FY 10 exploration activity will be strategic in focus
� Exploration budget of A$6m
� Extensional drilling at Marvel Loch Underground aimed at resource to reserve conversion
� Resource definition drilling at Gwalia
� Proof of concept work and greenfield exploration in selected areas
NOT FOR DISTRIBUTION OR RELEASE IN 10
THE UNITED STATES OR TO US PERSONS 10
----- End of picture text -----

Company Profile

The Three Year Plan

The St Barbara three year plan is to maximise sustainable cash flows, deliver strong investment returns and pursue growth options to enhance shareholder value

Based substantially on current reserves

==> picture [400 x 192] intentionally omitted <==

----- Start of picture text -----

� High level of confidence in being able to deliver to plan
� Extensional drilling at Marvel Loch to underpin resource to Planned production
reserve conversion 250 koz
� FY 10 cash flows directed to Gwalia underground development 200
� Build a reliable and sustainable production platform for FY 11
and beyond 150
� Gwalia planned to produce strong cash flow in FY 12 and beyond 100
� net of capital expenditure
� based on A$1,200/oz gold price 50
� Southern Cross planned to generate positive cash flows 0
� net of capital expenditure FY09A FY10F FY11F FY12F
� based on A$1,200/oz gold price Leonora S Cross
� Planned production does not include any potential production from Source: St Barbara Three Year Plan, July 2009.
Tarmoola or Tower Hill
NOT FOR DISTRIBUTION OR RELEASE IN 11
THE UNITED STATES OR TO US PERSONS 11
----- End of picture text -----

Company Profile Leonora – Gwalia Operations

Well defined long life reserve (9 years)
Established mining method
Geotechnical characteristics well understood
Increasing grades in FY 11 and FY 12
First quartile cash cost producer by FY 12

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 6] intentionally omitted <==

==> picture [6 x 5] intentionally omitted <==

Available plant capacity
� Plant recovery at 95%+ � Open at depth
NOT FOR DISTRIBUTION OR RELEASE IN 12 THE UNITED STATES OR TO US PERSONS 12

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Company Profile
Leonora - Tower Hill
Attractive potential satellite ore source
� Existing JORC probable reserves totalling 2.2Mt at 4.7g/t
for 338k oz contained ounces of gold
� Indicated and inferred resources totalling 5.1Mt at
4.7g/t for 762k oz contained gold
� Potential production of ~350k oz over 6yrs
� Preliminary studies indicate:
� Grade 4.5 g/t gold
� Cash costs < A$800/oz
� Pre-production capital cost < A$20 million
� Potential production subject to feasibility study
� Decision anticipated in June Qtr 2010
� Potential first production Jan 2011
� Higher mill utilisation delivers lower treatment unit costs
for Gwalia (located ~2km from Gwalia mill)
A full feasibility study will be undertaken for Tower Hill or Tarmoola, with results of that
study expected to be available in the March quarter of 2010 should Tower Hill be the
preferred project or the June quarter of 2010 if Tarmoola is the preferred project. All Tower
Hill figures remain indicative.
Capital cost to commencement of gold production NOT FOR DISTRIBUTION OR RELEASE IN 13
THE UNITED STATES OR TO US PERSONS 13
----- End of picture text -----**

==> picture [455 x 325] intentionally omitted <==

----- Start of picture text -----

Company Profile
Leonora – Tarmoola
Attractive potential satellite ore source
� New JORC Indicated and Inferred Resources totalling
2.0Mt at 6.0g/t for 376k oz contained ounces of gold
� Potential production of 190k oz – 210k oz over 5yrs
� Preliminary mining studies indicate:
� Grade 3.8 – 4.2 g/t gold
� Cash costs < A$830/oz
� Pre-production capital cost < A$20 million
� Potential production subject to feasibility study
� Decision anticipated in June Qtr 2010
� Potential first production 2H CY 2010
� Potential down plunge to north
� Higher Gwalia mill utilisation delivers lower treatment unit
costs for Gwalia (located ~40km from Gwalia mill)
� Tarmoola sale process on hold
A full feasibility study will be undertaken for Tower Hill or Tarmoola, with results of that study
expected to be available in the March quarter of 2010 should Tower Hill be the preferred project or
the June quarter of 2010 if Tarmoola is the preferred project. All Tarmoola figures remain
indicative.
Capital cost to commencement of gold production
NOT FOR DISTRIBUTION OR RELEASE IN 14
THE UNITED STATES OR TO US PERSONS 14
----- End of picture text -----**

Company Profile Southern Cross Operations

==> picture [84 x 101] intentionally omitted <==

History demonstrates potential for reserve extensions at Marvel Loch Underground
Marvel Loch Underground planned to be cash flow positive in each full year over the current three year mine plan
Plant reliability and throughput improved
Significant work undertaken in FY 09 on plant
Capex planned in FY 10 & 11 includes refurbishment of the leach tanks and other parts of the plant
Campaign milling from August 2009

==> picture [264 x 123] intentionally omitted <==

----- Start of picture text -----

NOT FOR DISTRIBUTION OR RELEASE IN 15
THE UNITED STATES OR TO US PERSONS 15
----- End of picture text -----

Available plant capacity
Leveraged to gold price upside
The Nevoria project is under evaluation, with decision expected to be made in the June quarter of 2010

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

Company Profile

Reserves and Resources as at 30 June 2009**

==> picture [405 x 216] intentionally omitted <==

----- Start of picture text -----

2.6 Moz Ore Reserves 9.5 Moz Mineral Resources
Other^ Nevoria,
Marvel Loch 58 k oz, 2% Tower Hill, 500 k oz, 5%
762 k oz, 8%
277 k oz, 11% Tarmoola,
2,122 k oz, 22%
Nevoria
258 k oz, 10%
Tower Hill
Marvel Loch,
338 k oz, 13%
Gwalia, 672 k oz, 7%
3,738 k oz, 40%
Gwalia
1,643 k oz, 64% Other,
1,660 k oz, 18%
^ Other relates to surface stockpiles valued at A$1075/oz. * Other includes Axehandle, GVG Lode 1, Edwards Find, North Edwards Find,
Tamarin, Cornishman, New Zealand Gully, Ruapehu, GVG South Bronco,
See Competent Person Statement contained in Appendix E. Transvaal, Jaccoletti, Various Stockpiles (Measured), Redwing and Yilgarn Star, McGraths, Kailis, Harbour Lights, Tarmoola stockpile, Royal Arthur Bore,
Excluding new Tarmoola higher grade underground resources announced on 9 November Rainbow (Measured), Gwalia and Tower Hill ROM stockpiles.
2009.
NOT FOR DISTRIBUTION OR RELEASE IN 16
THE UNITED STATES OR TO US PERSONS 16
*----- End of picture text -----

Business Update FY 10 Outlook and Summary

==> picture [5 x 5] intentionally omitted <==

St Barbara remains confident of achieving its publicly stated FY 10 guidance of 205 – 240k oz of gold production, at a cash operating cost of A$745 – A$820 per ounce
� Capital expenditure is expected to be within FY 10 guidance of A$85 – A$95 million � FY 10 is an important development and consolidation year for the Company � The short-term focus is on � Conserving cash and investing it at Gwalia to accelerate mine development � Delivering on production, cash operating cost and capital expenditure guidance � Improving operating performance through the overhaul of key systems and processes
� Position the Company to take advantage of organic growth opportunities � Growth to be driven by � Strengthened operational reliability � Planned strong cash flows from FY 12 � Prospective land bank in historically well-endowed gold provinces � Available treatment plant capacity � Experienced Board and Executive Team NOT FOR DISTRIBUTION OR RELEASE IN 17 THE UNITED STATES OR TO US PERSONS 17

==> picture [455 x 325] intentionally omitted <==

----- Start of picture text -----

Details of the Offer
Key Information
� 4 for 13 Accelerated Non-Renounceable Pro Rata Entitlement Offer to raise up to approximately A$124 million [1]
Offer Size � Up to approximately 460 million new St Barbara ordinary shares to be issued (“ New Shares ”)
� Macquarie Capital Advisers Limited has committed to underwrite the first $100 million of the Offer
� $0.27 per share, representing a:
Offer Price �� 25% discount to last traded price on Tuesday, 10 November 2009 23% discount to VWAP
� 19% discount to TERP
� Open to eligible registered shareholders of St Barbara at the Record Date Monday, 16 November 2009
Eligibility � Some shareholders outside Australia and New Zealand are not eligible to participate due to securities law restrictions on the
offer of St Barbara shares in certain jurisdictions
� Anticipated from 10:00am (Melbourne time) Wednesday, 11 November to 12:00pm (Melbourne time) Thursday, 12 November
2009
Institutional Offer � Open to institutional and sophisticated retail investors in Australia and New Zealand and certain other jurisdictions
� Entitlements not taken up will be placed into a bookbuild conducted as part of the Institutional Entitlement Offer
� From Tuesday, 17 November to Friday, 4 December 2009
� Open to retail shareholders in Australia and New Zealand
Retail Offer � Eligible Retail Shareholders are also given the opportunity to apply for new shares in excess of their entitlement
� St Barbara reserves the right to place any shortfall from the Retail Entitlement Offer at its discretion in the 3 months post the
Offer
Record Date � Monday, 16 November 2009 (7:00pm Melbourne time)
Underwriter and Lead � Institutional Entitlement Offer fully underwritten and Retail Entitlement Offer partially underwritten by Macquarie Capital
Manager Advisers Limited such that the total underwritten amount totals $100 million
Notes:
1 2 Excludes expenses of the Offer.Dates and times are indicative and are subject to change at the discretion of St Barbara and Macquarie Capital Advisers Limited. NOT FOR DISTRIBUTION OR RELEASE IN 18
THE UNITED STATES OR TO US PERSONS 18
----- End of picture text -----

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Details of the Offer
Important Dates
Institutional Entitlement Offer Opens Wednesday 11 November 2009
Institutional Entitlement Offer Closes Thursday 12 November 2009
Announcement of Institutional Offer results, Trading recommences Friday 13 November 2009
Record Date for determining entitlement to New Shares Monday 16 November 2009
Retail Entitlement Offer Opens Tuesday 17 November 2009
Settlement of the Institutional Entitlement Offer Wednesday 25 November 2009
Allotment and expected date for trading of New Shares issued under the Institutional
Entitlement Offer Thursday 26 November 2009
Retail Entitlement Offer Closes Friday 4 December 2009
Settlement of the Retail Entitlement Offer Friday 11 December 2009
Allotment of New Shares under the Retail Entitlement Offer Monday 14 December 2009
New Shares issued under Retail Entitlement Offer commence trading Tuesday 15 December 2009
NOT FOR DISTRIBUTION OR RELEASE IN 19
THE UNITED STATES OR TO US PERSONS 19
----- End of picture text -----

==> picture [423 x 59] intentionally omitted <==

----- Start of picture text -----

Details of the Offer
What you need to do
----- End of picture text -----

Eligible Institutional Shareholders � Read the Procedures Manual and this Investor Presentation � Return the Institutional Shareholding Declaration Form to Orient Capital by 12:00 noon (Melbourne time) on Wednesday, 11 November 2009 (Appendix A of the Procedures Manual)
� Bid for Entitlements by informing your respective Macquarie representative by 12:00 noon (Melbourne time) on Thursday, 12 November 2009

==> picture [5 x 6] intentionally omitted <==

Eligible Retail Shareholders � Read the Retail Information Booklet carefully and in full before making any investment decision � Eligible Retail Shareholders who wish to acquire shares under the Retail Information Booklet will need to complete the personalised Entitlement and Acceptance Form accompanying the Retail Information Booklet and return it to Computershare Investor Services Pty Ltd by 5:00pm (Melbourne time) Friday, 4 December 2009 or apply using BPay ® in accordance with the Retail Information Booklet NOT FOR DISTRIBUTION OR RELEASE IN 20 THE UNITED STATES OR TO US PERSONS 20

Details of the Offer

Summary of Key Risks

See Appendix A for more detailed information on some of the key risks associated with an investment in St Barbara. A high level summary of the key risks is provided below:

Operating and Development Risks – An increase in St Barbara’s production costs or a decrease in production could reduce St Barbara’s profitability and operating cash flows
Commodity Prices And Exchange Rates – St Barbara is exposed to movements in the Australian dollar gold price which may substantially affect the economics of its mining operations and projects
Environmental and Occupational Health and Safety (OH&S) – St Barbara is subject to various environmental regulations. Non-compliance or delay could result in a cessation of production and in substantial liabilities
Regulatory Risks – Each mining project operated by St Barbara is subject to various Federal, State and local laws and plans requiring compliance in a number of areas including, but not limited to resource licence consent conditions including, expenditure requirements and rehabilitation, environmental requirements, potential Federal Government Carbon Pollution Reduction Scheme, taxation, employee relations, native title and heritage matters, health and safety, royalties and other matters
Funding Risk – The ability of St Barbara to raise funds on favourable terms for further development of St Barbara’s current projects and/or possible future acquisitions depends on a number of factors including general economic, political, and capital and credit market conditions
Grade Variation – There is no guarantee that gold grades at St Barbara’s operations will remain at current levels. Natural geological variability has the potential to both positively and negatively impact the economic viability of operations and projects

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

==> picture [256 x 16] intentionally omitted <==

----- Start of picture text -----

NOT FOR DISTRIBUTION OR RELEASE IN 21
THE UNITED STATES OR TO US PERSONS 21
----- End of picture text -----

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Appendices
NOT FOR DISTRIBUTION OR RELEASE IN 22
THE UNITED STATES OR TO US PERSONS 22
----- End of picture text -----

Appendix A Key Risks An increase in St Barbara’s production costs or a decrease in production could reduce St Barbara’s profitability and operating cash flows. St Barbara’s operations are subject to conditions beyond its control that may increase its costs or decrease its production, including increases in the cost of key inputs (including energy, raw materials, labour and freight), ore tonnes, grade and metallurgical recovery, the non-availability of key inputs, weather and natural disasters, fires, mine or processing plant failures, unexpected maintenance or technical problems, key equipment failures, disruptions to or other problems with infrastructure, supply disruptions and variations in geological conditions. In addition, industrial disruptions, loss of key staff, work stoppages, refurbishments and accidents at operations may delay and/or reduce production, increase production and/or capital costs or result in liability. Other risks also exist such as, in extreme cases, cave ins, accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. St Barbara may fail to meet published guidance for production volumes and costs in FY10 and beyond, particularly due to failure to meet planned mining schedules, to mine to reserve grades or lower than expected processing recoveries. St Barbara’s profitability and operating cash flows may also be adversely affected if for any reason its mine development or ore processing operations are unexpectedly interrupted or slowed. Examples of events which could have such an impact include mechanical failure of plant and equipment, Operating and unscheduled maintenance requirements, poor or unexpected geological or metallurgical conditions, poor or inadequate ventilation, failure of mine Development communication systems, interruptions to gas and electricity supplies, human error and adverse weather conditions. In particular, the risk of many of these Risks may be heightened in the commissioning phase of a mining operation where the level of uncertainty, and hence risk, may be greater. St Barbara operates in a competitive industry and competes with other well-established companies, for inputs to the business including employment of personnel, supplies, energy and infrastructure, which may have greater financial, operational and technical experience and resources than it does. St Barbara also faces strong competition from other mining companies in connection with the possible acquisition of new properties that produce, or are capable of, producing gold. As a result St Barbara may be unable to acquire or maintain mining properties on acceptable terms. Consequently St Barbara’s revenues, operations and financial performance could be adversely affected. Due to the nature of mining activities, there is an element of uncertainty with respect to the estimation of asset impairment and the provisioning required for the closure and rehabilitation of mine sites. Although St Barbara’s Board and management exercise due skill and care in the estimation of allowances needed for these and other matters, there is a risk that unforeseen changes to impairment and rehabilitation assumptions may impact St Barbara’s financial position. The risks outlined above also mean that there can be no assurances as to the future development of a mining operation in relation to any of St Barbara’s projects described in the Offer documentation or which St Barbara may acquire in the future. St Barbara is exposed to commodity price risk which may substantially affect the economics of its mining operations and projects. St Barbara’s primary exposure is to the Australian dollar gold price, which in turn is influenced by volatility of USD gold price and AUD/USD exchange rates. Broader macro economic influences on St Barbara’s profitability and operating cash flows include the financial impact of rising Australian interest rates on exchange Commodity rates, gold price forward curves, the level of inflation and government fiscal, monetary and regulatory policies. Changes in these factors may affect the Prices And financial performance of St Barbara and may impact the supply and demand characteristics of commodity markets in which St Barbara operates. St Exchange Barbara’s three year plan assumes a long term gold price of A$1,200 per ounce. To the extent that there is a positive or negative movement in the Rates Australian dollar gold price, it may have an impact on the Company’s profitability and operating cash flows. A variety of other inputs in St Barbara’s mining operations include power, fuel and other consumables, and these operating costs may also be adversely impacted by the factors outlined above. NOT FOR DISTRIBUTION OR RELEASE IN ~~23~~ THE UNITED STATES OR TO US PERSONS 23

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Appendix A
Key Risks
It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental
laws. Nevertheless, the environmental impact of gold exploration and mining operations can give rise to substantial costs for environmental
Environmental and Occupational new projects (e.g. Tower Hill, and / or Tarmoola) may adversely impact earnings and operating cash flows.remediation, damage control and losses. St Barbara is subject to various environmental regulations, non-compliance or delay which could result in a cessation of production and in substantial liabilities. Additionally, possible delays in obtaining Environmental Protection Authority permit approvals for
Health and Safety (OH&S) St Barbara also strives to conduct its activities to the highest standards of occupational health and safety. St Barbara has systems in place for the management of catastrophic risks, however underground mining is inherently a high risk environment with little margin for error. If St Barbara fails to
comply with necessary OH&S legislative or regulatory requirements, it could result in fines, penalties and compensation for damages as well as
reputational damage.
Each mining project operated by St Barbara is subject to various Federal, State and local laws and plans requiring compliance in a number of areas
including, but not limited to:
�� resource licence consent conditions including, expenditure requirements and rehabilitation;environmental requirements;potential Federal Government Carbon Pollution Reduction Scheme; taxation;
�� employee relations;native title and heritage matters;health and safety;royalties; andother matters.
Regulatory There is no assurance that the necessary permits, consents, authorisations and agreements to implement plans can be obtained under conditions or
Risks within timeframes that make such plans economic. Further, there is no assurance that applicable laws or the governing political authorities will not
change or that such changes will not result in additional material expenditures. St Barbara is exposed to the risk of delay to its business activities and
operations as a result of St Barbara’s inability to obtain on a timely basis (or at all) governmental permits, licences or any other regulatory approvals
required.
St Barbara is required to provide bonds, guaranteed by an independent financial institution, to warrant its compliance with Government regulated
rehabilitation obligations.
A specific regulatory risk is the potential impact of the West Australian State Government lifting its moratorium on environmental bond rates post
December 2010. It is likely that St Barbara will need to increase any cash backing necessary to satisfy the conditions of the bonds, thereby constraining
the Company’s ability to use cash on balance sheet for exploration and other operating purposes.
Other regulatory risks include the potential impact from the implementation of the federal government’s pollution emission reduction scheme, and
energy related compliance costs, and also potential increases in government charges, including rates, tenement rents, power, water and compliance.
NOT FOR DISTRIBUTION OR RELEASE IN 24
THE UNITED STATES OR TO US PERSONS 24
----- End of picture text -----

Appendix A Key Risks

==> picture [402 x 223] intentionally omitted <==

----- Start of picture text -----

The mining and resources industry tends to be highly capital intensive. The ability of St Barbara to raise funds on favourable terms for further
development of St Barbara’s current projects and/or possible future acquisitions depends on a number of factors including general economic,
political, and capital and credit market conditions. The inability of St Barbara to raise funds on favourable terms could adversely affect its ability to
further develop current projects, to fund new projects, or to pursue other growth or investment opportunities in the future. Any continuing disruption
and deterioration of global economy and credit markets may increase the cost for St Barbara to obtain capital and financing for its current and future
operations.
Funding Risk To this end, while the Company has in place an equity line stand-by facility of up to A$50 million and expects to be in a position to enter into
appropriate debt facilities, in the case of a termination of the Underwriting Agreement for the current equity raising, St Barbara may not be able to
access sufficient funds to finance the potential early redemption of Convertible Notes (at 4 June 2010), and / or fund growth plans (e.g. Tower Hill and
/ or Tarmoola).
St Barbara’s convertible notes and other loans are subject to financial and other covenants. An adverse change to St Barbara’s operations and / or
financial position may lead the Company to be in breach of these covenants.
Reliance On St Barbara is reliant on retaining and attracting quality senior executives and other employees. The loss of the services of any of St Barbara’s senior
Key Personnel management or key personnel, or the inability to attract new qualified personnel, could adversely affect St Barbara’s operations.
St Barbara maintains numerous contractual relationships with suppliers and contractors for mining services, equipment and supplies. The repudiation
or breach of any existing contracts or the failure to establish new contracts on favourable terms may have the potential to disrupt the normal
operations at the mining sites, thereby impacting future production and / or costs.
St Barbara’s agreements for the provision of mining services at its key operations are concentrated with a limited number of parties. Should these
relationships breakdown, there is the risk that St Barbara’s operations will be disrupted, particularly with respect to planned mining schedules and
production levels.
Contractor / Supplier Risks Furthermore, possible tightening of supply, energy sources and increasing costs of labour and supplies in Western Australia, including the impact of the planned expansion in iron ore projects and natural gas / LNG projects may constrain the Company’s ability to secure supply and labour
agreements on favourable terms.
Specifically, St Barbara relies on the assured supply of gas at its Leonora operations. Any disruption to the gas supply including, but not limited to,
supplier plant or pipeline failure may adversely impact the normal functioning and operations of the sites. The Company has commenced identifying
gas supply sources post completion of the current supply contract with BHP Billiton in January 2011, however there is no guarantee that a new
agreement will be reached with a supplier prior to the completion of the current contract. There is also the risk that the new supply contract may not
be on attractive economic terms.
NOT FOR DISTRIBUTION OR RELEASE IN 25
THE UNITED STATES OR TO US PERSONS 25
----- End of picture text -----

==> picture [455 x 324] intentionally omitted <==

----- Start of picture text -----

Appendix A
Key Risks
Litigation risks to St Barbara may include, but are not limited to, contesting development or regulatory approvals, native title claims, land tenure
disputes, environmental claims, contractual disputes and occupational health and safety claims. In addition to traditional claimants, there is an
emerging trend for environmental groups and other interested claimants seeking to bring claims against mining companies such as St Barbara.
Litigation
The Company is potentially exposed to an adverse decision (and costs) in relation to the current Kingstream litigation (as disclosed in St Barbara’s
2009 Annual Report). The action was heard in the Supreme Court of Western Australia between 2 and 19 June 2009 and is pending judgement
which could be handed down during the Offer period.
There is no guarantee that gold grades at St Barbara’s operations will remain at current levels. Natural geological variability has the potential to both
Grade Variation positively and negatively impact the economic viability of operations and projects. This can be compounded by the potential for sub-optimal timing of
grade control drilling with respect to stope design and production at both Gwalia and Marvel Loch.
Mine Failure / St Barbara is exposed to significant geotechnical risk. There are specific geotechnical risks associated with the Exhibition pillar and void at Marvel
Geotechnical Loch which may impact the Company’s profitability and future earnings, and other, broader seismic and geological risks which may be or may not be
Risk foreseen.
To maintain ore production beyond the life of current Proved and Probable Ore Reserves, further Ore Reserves capable of economic exploitation
must be identified. A failure to discover new Ore Reserves or enhance existing Ore Reserves could negatively affect results of operations, financial
condition and prospects. There is a risk that St Barbara may be unable to discover new deposits, expand existing deposits or acquire new exploration
or mining properties on suitable terms, thus restricting St Barbara’s future growth. Exploration activities may be impaired by factors including
Exploration geological conditions, availability of drill rigs and assay facilities, product prices, overall availability of free cash to fund continuing exploration
Risks activities, regulatory approvals, industrial disputes, availability of personnel, cost overruns, land claims and compensation, and other unforeseen
contingencies.
There can be no assurance that the proposed exploration programmes described in the Offer documentation, or any other projects, tenements or
databases that St Barbara may acquire in the future, will result in discovery of a significant ore deposit. Even if a significant ore deposit is identified,
there can be no guarantee that it can be economically exploited or that it will increase Ore Reserves.
St Barbara relies in part on its land bank and tenements as sources of exploration prospects. In the case of inadequate exploration expenditure and /
Land bank and or success, there is a risk that the Company’s non-strategic tenement licences will not be renewed, particularly if statutory expenditure requirements
Tenement are not satisfied through St Barbara’s exploration budget and work program.
Management
St Barbara is currently engaged in the process of rationalising the non-core land assets from its land bank.
NOT FOR DISTRIBUTION OR RELEASE IN 26
THE UNITED STATES OR TO US PERSONS 26
----- End of picture text -----

Appendix A Key Risks

==> picture [405 x 224] intentionally omitted <==

----- Start of picture text -----

Uncertainty In The Estimation Of Mineral Resources And Ore Reserves There is a degree of uncertainty relating to the estimation of Mineral Resources and Ore Reserves. The tonnes and grades are estimates and may affect the economic viability of St Barbara’s operations.correspondingly may not be realised in future production by St Barbara. In addition, the quantity and grades of an Ore Reserve may vary depending on, among other things, gold prices and exchange rates. Any material change in the quantity or grade of the Mineral Resources, Ore Reserves or dilution
Uncertainty There is a risk that Inferred Mineral Resources cannot be upgraded into Mineral Resources of adequate confidence to be converted to an Ore Reserve.
Relating To Geological continuity may not be sufficient to demonstrate economic viability. Due to the uncertainty which is attached to an Inferred Mineral Resource,
Inferred Mineral there is no assurance that any amount of an Inferred Mineral Resource will be upgraded to a Mineral Resource with sufficient geological continuity to
Resources constitute an Indicated or Measured Mineral Resource as a result of further exploration.
Credit Risk deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.St Barbara is exposed to credit risk in the event of non-performance by counterparties to contracts including through cash and cash equivalents and
Native title legislation recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people, according to their
traditional laws and customs. The Company maintains positive relationships with indigenous communities, however any native title claims which exist
or which may arise in the future may delay exploration and production. Native Title Claims for the Leonora region have not yet been conclusively
determined. Pending determination of Native Title by the Federal Court, the Company has committed to pay Native Title royalties to four local
Native Title indigenous communities.
Overall, there is some uncertainty and delay associated with native title in Australia and this may impact St Barbara’s operations and future plans. St
Barbara is also required to comply with the Aboriginal heritage legislation which requires heritage survey work to be undertaken ahead of the
commencement of exploration of mining operations to ensure that Aboriginal cultural heritage is not harmed. This may lead to delays in exploration
activities.
At the date of this Offer, St Barbara has no committed hedging or plans for committed hedging.
In the future, St Barbara may enter into hedging transactions in order to fix or underpin the price for a portion of its production if necessary (for example,
Hedging Risk in case of a termination of the Underwriting Agreement) in connection with finalisation of appropriate debt facilities and / or as an enabler if required, to
protect cash flows for new projects. There is a risk that St Barbara may not be able to deliver physical production into committed hedges if, for example,
there was a production stoppage. In that event St Barbara could be adversely affected if the price was to move unfavourably. In addition, there is a
mark-to-market risk in respect of accounting for hedging that could adversely impact St Barbara’s financial results.
NOT FOR DISTRIBUTION OR RELEASE IN 27
THE UNITED STATES OR TO US PERSONS 27
----- End of picture text -----

Appendix A Key Risks

St Barbara maintains insurance within ranges of coverage consistent with industry practice, but no assurance can be given that St Barbara will Insurance Risk continue to be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover all claims. St Barbara may acquire or make strategic investments in complementary businesses, or enter into strategic partnerships or alliances with third parties in order to enhance its business. At the date of the Offer, St Barbara is not planning any such acquisitions or business arrangements. Acquisition Risk Further, any acquisition by St Barbara may require it to obtain additional debt, equity financing or performance obligations, resulting in additional leverage, or increased debt obligations as compared to equity, and dilution of ownership. The inability to identify suitable acquisition targets or investments or the inability to complete such transactions may affect its growth prospects. There are general risks associated with any investment in the share market. Share market conditions may affect listed securities regardless of operating performance. Share market conditions are affected by many factors such as general economic outlook, movements in or outlook on Market interest rates and inflation rates, currency fluctuations, commodity prices and changes in investor sentiment towards particular market sectors. Conditions The value of St Barbara’s shares quoted on ASX will be subject to these and other unpredictable influences on equities arising in the general and resources industry or sector. The above risk factors, and others not specifically referred to above, may in the future materially affect the financial performance of St Barbara and the value of its shares. Other – To this end, this list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. These Speculative factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of nature of the the Shares available under the Offer. investment The Shares to be issued under the Offer carry no guarantee with respect to the payment of future dividends, return of capital, or the market value of those Shares. Eligible Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares. NOT FOR DISTRIBUTION OR RELEASE IN 28 THE UNITED STATES OR TO US PERSONS 28

Appendix B

Three Year Business Plan – Core Assumptions

1. Gold Price The gold price assumption used to calculate gold revenues is A$1,200 per ounce throughout the three year period. 2. Gwalia production Gwalia annual production is based on a mine plan and reserves reported at 30 June 2008, modified only in areas of grade control drilling. Southern Cross production is based on a mine plan. Production in FY 10 and 65% of FY 11 is based on reserves 3. Southern Cross reported at 30 June 2008, modified only in areas of geological reinterpretation and grade control drilling. The production balance of production in FY 11 and FY 12 is expected to come from existing resources conversion to reserves, supported by the extensional drilling program budgeted in FY 10, and planned for FY 11 and FY 12 The Leonora and Southern Cross processing plants to operate on a campaign basis throughout the three year 4. Milling plan; Southern Cross plant commenced campaign milling in September 2009. The Leonora plant has been operating on a campaign basis since early March 2009. Average plant recovery at Leonora is planned at 95% during the three year period, with the current average 5. Plant recovery recovery percentage exceeding the business plan assumption. At Southern Cross the budgeted average recovery in FY 10 is 89%, and this is planned to increase to 92% in FY 11 and FY 12 based on the ore source being Marvel Loch only. 6. Operating Costs Operating costs in the three year plan are based on current contracts, existing market conditions and knowledge of the operations. Operating costs have not been escalated for inflation during the three year period 7. Cash Costs Cash operating cost per ounce represents the cash cost for production using the principles set out in the Gold Institute Production Cost Standard. 8. Capital Expenditure – Capital expenditure estimates in relation to mine development are based on physical development scheduled in mine development the mine plans and mining rates set out in mining contracts current throughout the three year period 9. Capital Expenditure – Capital expenditure estimates in relation to the processing plants and mine infrastructure are based on current plant and infrastructure costs and experience with the anticipated work to be completed for each capital initiative 10. Funding requirements Funding required for the June 2010 Quarter is secured Source: St Barbara – Strategic Review, July 2009. NOT FOR DISTRIBUTION OR RELEASE IN 29 THE UNITED STATES OR TO US PERSONS 29

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

Appendix C

Foreign Jurisdictions - Offer Restrictions

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 6] intentionally omitted <==

==> picture [6 x 5] intentionally omitted <==

This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. No action has been taken to permit a general public offer in any jurisdiction. United States This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of any U.S. Person, or in any other jurisdiction in which such an offer would be illegal. This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. Securities may not be offered or sold in the United States, or to or for the account or benefit of U.S. Persons unless the securities have been registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. By accepting this presentation you agree to be bound by the foregoing limitations. European Economic Area - Germany The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities. An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State: a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000; c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than: • to "professional investors" (as defined in the SFO); or • in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance. No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. NOT FOR DISTRIBUTION OR RELEASE IN 30 THE UNITED STATES OR TO US PERSONS 30

==> picture [423 x 59] intentionally omitted <==

----- Start of picture text -----

Appendix C
Foreign Jurisdictions - Offer Restrictions
----- End of picture text -----

==> picture [356 x 15] intentionally omitted <==

----- Start of picture text -----

New Zealand
The New Shares in the Entitlement Offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer
of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
----- End of picture text -----

==> picture [357 x 80] intentionally omitted <==

----- Start of picture text -----

New Shares for which entitlements are not taken up may be offered and sold in New Zealand to (i) persons whose principal business is the investment of money or who, in the course of and for the purposes of
their business, habitually invest money or (ii) persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the securities before allotment.
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus
under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
Switzerland
The New Shares may not be publicly offered, sold or distributed (directly or indirectly) in Switzerland. No solicitation for investment in the New Shares may be made in Switzerland in any way that could constitute a
public offering within the meaning of article 652a of the Swiss Code of Obligations ("CO"). New Shares may only be offered to institutional investors subject to Swiss or foreign prudential supervision such as banks,
securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations in circumstances such that there is no public offering.
This document does not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standards required thereunder. The Company has not applied for a
listing of the New Shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland and, consequently, the information presented in this document does not necessarily comply with the
information standards set out in the listing rules of the SIX Swiss Exchange. This document is personal to the recipient only and not for general circulation in Switzerland.
United Kingdom
----- End of picture text -----

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA). This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

==> picture [348 x 9] intentionally omitted <==

----- Start of picture text -----

Any invitation or inducement to engage in investment activity (within the meaning of s.21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated, and will only be
communicated, in the United Kingdom in circumstances in which s.21(1) FSMA does not apply to the Company.
----- End of picture text -----

==> picture [358 x 29] intentionally omitted <==

----- Start of picture text -----

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement
to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Other jurisdictions
----- End of picture text -----

==> picture [248 x 5] intentionally omitted <==

----- Start of picture text -----

The New Shares may not be offered or sold in any other jurisdiction except to persons to whom such offer or sale is permitted under applicable law.
----- End of picture text -----

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

NOT FOR DISTRIBUTION OR RELEASE IN 31 THE UNITED STATES OR TO US PERSONS 31

Appendix D

JORC – Ore Reserve Statement at 30 June 2009

	Proved	Proved	Proved	Probable	Probable	Probable	Probable	Probable
Region	Tonnes (k)	Au g/t	k oz	Tonnes (k)	Au g/t	k oz	Tonnes (k)	Au g/t
Southern Cross
Marvel Loch	470	3.7	56	1,810	3.8	221	2,280	3.8
Nevoria West	0	0.0	0	500	3.0	48	500	2.9
Nevoria Underground	0	0.0	0	1,790	3.7	210	1,790	3.7
Other	320	2.5	26	1,130	0.8	30	1,450	1.2
Total Southern Cross	790	3.3	82	5,230	3.0	509	6,020	3.1
Leonora
Gwalia Deeps	0	0.0	0	5,630	9.1	1,640	5,630	9.1
Tower Hill	0	0.0	0	2,240	4.7	338	2,240	4.7
Other	0	0.0	0	30	1.8	2	30	1.8
Total Leonora	0	0.0	0	7,900	7.8	1,980	7,900	7.8
Total All Regions	790	3.3	82	13,130	5.9	2,489	13,920	5.8

Appendix D

JORC – Mineral Resource Statement at 30 June 2009

	Measured	Measured	Measured	Indicated	Indicated	Indicated	Inferred	Inferred	Inferred	Total	Total	Total
Region / Project	Tonnes (k)	Au g/t	k oz	Tonnes (k)	Au g/t	k oz	Tonnes (k)	Au g/t	k oz	Tonnes (k)	Au g/t	k oz
Southern Cross
Marvel Loch	740	4.5	108	3,190	4.4	451	950	3.7	113	4,880	4.3	672
Nevoria	0	0.0	0.0	3,520	3.8	426	560	4.1	74	4,080	3.8	500
Transvaal	0	0.0	0.0	1,630	4.8	249	1,800	4.9	286	3,430	4.9	535
Jaccoletti	0	0.0	0.0	0	0.0	0	720	5.4	126	720	5.4	126
Other	270	2.8	24	3,560	2.4	278	3,140	2.6	266	6,970	2.5	568
Total Southern Cross	1,010	4.1	132	11,900	3.7	1,404	7,170	3.8	865	20,080	3.7	2,401
Leonora
Gwalia Deeps	0	0.0	0	10,050	8.7	2,799	1,810	11.9	693	11,860	9.2	3,492
Gwalia Int & West Lode	0	0.0	0	10	6.2	2	1,260	6.0	244	1,270	6.0	246
Tarmoola	12,000	0.9	347	46,000	1.2	1,775	0	0.0	0	58,000	1.1	2,122
Tower Hill	0	0.0	0	4,750	4.7	716	330	4.3	46	5,080	4.7	762
Other	990	1.0	33	2,670	1.3	114	2,720	3.2	284	6,380	2.1	431
Total Leonora	12,990	0.9	380	63,480	2.6	5,406	6,120	6.4	1,267	82,590	2.7	7,053
Total All Regions	14,000	1.1	512	75,380	2.8	6,810	13,290	5.0	2,132	102,670	2.9	9,454

Source: St Barbara Annual Report 2009. Notes relating to the preparation of the Mineral Resource Statement are contained in the 2009 Annual Report. Excludes new Tarmoola higher grade underground resources announced on 9 November 2009. Mineral Resources carried over unchanged from June’08 include Southern Cross; Axehandle (130,000 oz); Yilgarn Star (82,000 oz) and at Leonora: Gwalia Intermediates (238,000 oz); Tarmoola Pit and Stockpile (2.15 Moz); and Harbour Lights (270,000 oz). Resource reviews for all of these resources along with Nevoria, Transvaal and Edwards Find are planned during the current 2010 financial year. Combined these resources total 72 Mt @ 1.6 g/t for 3.7 Moz or 39% of the Company’s Mineral Resource Inventory.

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

33 33

Appendix E

Competent Person Statement

Significant geological interpretations and exploration results contained in this presentation have been compiled by Mr Phillip Uttley. Mr Uttley is a Fellow of The Australasian Institute of Mining and Metallurgy and is a full time employee of St Barbara. Mr Uttley has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’. Mr Uttley consents to the inclusion in this presentation of the matters based on his information in the form and context in which it appears.

References to Mineral Resources contained in this report have been compiled under the supervision of Mr Ben Bartlett. Mr Bartlett is a Member of the Australasian Institute of Mining and Metallurgy and is a full time employee of the Company. Mr Bartlett has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken to qualify as Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’. Mr Bartlett consents to the inclusion in this presentation of the matters based on his information in the form and context in which it appears.

References to Ore Reserves presented in this presentation have been produced in accordance with the Australasian Code for Reporting of Mineral Resources and Ore Reserves, December 2004 (JORC Code) under the direction of Mr Peter Fairfield. Mr Fairfield is a Member of The Australasian Institute of Mining and Metallurgy and is a full time employee of St Barbara. Mr Fairfield has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the JORC Code. Mr Fairfield consents to the inclusion in this presentation of the matters based on his information in the form and context in which it appears.

==> picture [4 x 6] intentionally omitted <==

==> picture [5 x 6] intentionally omitted <==

==> picture [6 x 5] intentionally omitted <==

NOT FOR DISTRIBUTION OR RELEASE IN

THE UNITED STATES OR TO US PERSONS

==> picture [24 x 17] intentionally omitted <==

----- Start of picture text -----

34
34
----- End of picture text -----

Eligible Retail Shareholder declarations

IMPORTANT:

If you make an Application - you will be taken to make the following declarations to St Barbara

you agree to be bound by the terms of the Retail Entitlement Offer and the constitution of St Barbara Limited;
you authorise St Barbara to register you as the holder of the New Shares allotted to you;
• you declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
• you declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
• you acknowledge that once St Barbara receives the Entitlement and Acceptance Form or any payment of Application Monies via BPAY, you may not withdraw it;
• you agree to apply for the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY, at the Issue Price per New Share;
you agree to be issued the number of New Shares that you apply for;
• you authorise St Barbara, the Lead Manager, the Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry;
• you declare that you are the current registered holder of Existing Shares and are a resident of Australia or New Zealand;
you acknowledge that the information contained in this Retail Information Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus or product disclosure statement, does not contain all of the information that you may require in order to assess an investment in St Barbara and is given in the context of St Barbara’s past and ongoing continuous disclosure announcements to ASX;
• you represent and warrant that the law of any other place does not prohibit you from being given this Retail Information Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares;
• you acknowledge the statement of risks in “Appendix A Key Risks” of the Investor Presentation and that investments in St Barbara are subject to investment risk;
you acknowledge that none of St Barbara or any of their directors, officers, employees, agents, consultants, their advisers, and the Lead Manager, guarantees the performance of St Barbara, or the repayment of capital;
• you represent and warrant (for the benefit of St Barbara, the Lead Manager and their respective affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are otherwise eligible to participate in the Retail Entitlement Offer;
• you acknowledge and agree that the Entitlements and the New Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and accordingly, the Entitlements may not be taken up, and the New Shares may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any US Person, except transactions exempt from or not subject to the registration requirements of the US Securities Act;
• you represent, warrant and agree that you are not in the United States and are not a US Person and are not acting for the account or benefit of a US Person;
• you agree not to send this Retail Information Booklet, the Entitlement and Acceptance Form or any other material relating to the Offer to any person in the United States or that is, or is acting for the account or benefit of, a US Person;
• you agree that if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in regular way transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a US Person; and
• you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Shares on the Record Date.

Corporate Directory

Directors

Colin Wise (Chairman) Tim Lehany (Managing Director & CEO) Douglas Bailey (Non-Executive Director) Barbara Gibson (Non-Executive Director) Phillip Lockyer (Non-Executive Director) Robert Rae (Non-Executive Director)

Company Secretary

Ross Kennedy

Registered Office

Level 14, 90 Collins Street Melbourne VIC 3000 Australia

Lead Manager and Underwriter

Macquarie Capital Advisers Limited Level 23, 101 Collins Street Melbourne VIC 3000 Australia

Share Registry

Computershare Investor Services Pty Limited Yarra Falls 452 Johnson Street Abbotsford VIC 3067 Australia

St Barbara Offer Information Line

Within Australia: 1300 823 855 (local call cost)

Auditor

KPMG 147 Collins Street Melbourne VIC 3000 Australia

Outside Australia: +61 3 9415 4230

Australian Legal Adviser

Freehills

QV1 250 St Georges Terrace Perth WA 6000 Australia

==> picture [208 x 52] intentionally omitted <==

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 8060 Australia Enquiries (within Australia) 1300 823 855 (outside Australia) 61 3 9415 4230 [email protected] www.computershare.com

Shareholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

Entitlement and Acceptance Form (Including Additional New Shares)

Pro-rata Non Renounceable Entitlement Offer Closing 5.00pm (Melbourne time) on 4 December 2009

This personalised form can only be used in relation to the shareholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Pro-rata Non Renounceable Entitlement Offer of 4 New St Barbara ordinary shares (“New Shares”) for every 13 existing St Barbara ordinary shares held by Eligible Retail Shareholders at the Record Date at an issue price of A$0.27 per New Share.

A Shareholder Entitlement details

Subregister	Issuer
Existing shares held by Eligible Retail
Shareholder at the Record Date, being 7.00pm	XXX,XXX,XXX
Entitlements to New Shares on a 4 for 13 basis (Melbourne time) on 16 November 2009	XXX,XXX,XXX

Amount payable on a full Entitlement at A$0.27 per New Share	X,XXX,XXX.XX
Entitlement Number	123456789012

Important:

This Entitlement and Acceptance Form should not be relied upon as evidence of the current Entitlement of the person named on this Entitlement and Acceptance Form.

Receipt of this Entitlement and Acceptance Form by 5.00pm (Melbourne time) on 4 December 2009 with your payment utilising the payment options detailed overleaf, will constitute acceptance in accordance with the terms and conditions of the Retail Information Booklet dated 17 November 2009 in relation to the Entitlement Offer.

If the amount you pay is insufficient to pay for the number of New Shares and Additional New Shares you apply for, you will be taken to have applied for such lower number of New Shares and Additional New Shares as the amount will pay for, or your application will be rejected.

If the amount you pay is more than the amount payable for your full Entitlement, you will be taken to have applied for Additional New Shares.

This Entitlement and Acceptance Form must only be used by/for the shareholder whose details appear on the front of this Entitlement and Acceptance Form. If you pay by BPAY[®] you do not need to submit this Form.

Your application is irrevocable and may not be varied or withdrawn except as required by law.

I/We enclose my/our payment for the amount shown below being payment of A$0.27 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the New Shares allotted to me/us, and I/we agree to be bound by the Constitution of St Barbara, and the terms and conditions of issue of the New Shares in accordance with the terms of the Entitlement Offer, as contained in the Retail Information Booklet.

==> picture [596 x 247] intentionally omitted <==

----- Start of picture text -----

Applications can only be made in the name(s) printed on this Form
S B M N R R B
SAMP_PAYMENT_000000/000001/000001/i
▼ PLEASE DETACH HERE ▼
Please see overleaf for guidelines to complete this form and Payment Options. If you are paying by
St Barbara Limited cheque(s), bank draft(s) or money order(s) please detach this section of the form and return it with Biller Code: 122853
ABN 36 009 165 066 your cheque(s), bank draft(s) or money order(s).
Ref No: 1234 5678 9012 3456 78
cheque(s) Paperclip B Number of New Shares applied for C Number of Additional New Shares applied for in excess ofyour Entitlement shown in box A D Amount enclosed at A$0.27 per New Share
here.
Do not
staple.
E Payment details
Make your cheque(s), bank draft(s) or money order(s) payable to “St Barbara Offer Account” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Cheque Amount
A$
F Contact details
Please provide your contact details in case we need to speak to you about this Entitlement and Acceptance Form Shareholder Reference Number (SRN)
Name of
contact person
I1234567890
Contact person’s
daytime telephone I 1234567890 I N D
number ( )
----- End of picture text -----

1234567890123456+1234567890-1234+12

How to complete the Entitlement and Acceptance Form (Including Additional New Shares) Please complete all relevant sections of this form using BLOCK LETTERS in black ink. Note that photocopies will not be accepted. These instructions are cross-referenced to each section of this form. This form should only be used by/for the shareholder(s) whose details appear on the front of this form.

Shareholder Entitlement details

A Details of your total Entitlement based on your holding at 7.00pm (Melbourne time) on 16 November 2009 are shown in box A on the front of this form. New Shares applied for based on Entitlement B

You can apply to accept either all or part of your Entitlement. Enter in box B the number of New Shares you wish to accept from your Entitlement.

Please ensure you complete Section B on the bottom of the form.

Additional New Shares applied for

C

You can apply for more New Shares than your full Entitlement. No Eligible Retail Shareholder is assured of receiving any New Shares applied for in excess of their full Entitlement and any amount by which applications from Eligible Retail Shareholders exceed their full Entitlements may be scaled back at the discretion of St Barbara and the Lead Manager.

Please ensure you complete Section C on the bottom of the form.

Application Monies

D

Enter the amount of Application Monies payable. To calculate the amount payable, multiply the number of New Shares applied for in box B, and if applicable, Additional New Shares applied for in box C by A$0.27.

Please ensure you complete Section D on the bottom of the form.

The directors reserve the right to make amendments to this form where appropriate.

DECLARATIONS:

By returning this Entitlement and Acceptance Form along with the Application Monies by cheque(s), bank draft(s) or money order(s) OR paying by BPAY[®] , I/we:

agree to be bound by the terms of the Entitlement Offer;
authorise you to register me/us as the holder(s) of the New Shares and if applicable Additional New Shares allotted to me/us;
declare that all details and statements in this Entitlement and Acceptance Form are complete and accurate;
declare that I/we am/are over 18 years of age and have full legal capacity and power to perform all my/our rights and obligations under this Entitlement and Acceptance Form;
acknowledge that once St Barbara receives this Entitlement and Acceptance Form or my/our BPAY[®] payment, I/we may not withdraw it or vary my/our application;
agree to apply for the number of New Shares at the issue price of A$0.27;
agree to be issued the number of New Shares and if applicable Additional New Shares that I/we apply for;
authorise St Barbara, the Lead Manager, and their respective officers or agents, to do anything on my/our behalf necessary for the New Shares and Additional New Shares to be issued to me/us, including to act on instructions of the Share registrar;
declare that I/we am/are the current registered holders(s) of St Barbara Shares and am/are Australian or New Zealand resident(s);

Payment details

E

You can apply for New Shares and Additional New Shares utilising the payment options detailed below. Please note that funds are unable to be directly debited from your bank account.

For all payment options, payment must be received by no later than 5.00pm (Melbourne time) on 4 December 2009.

(1) payment by BPAY[®]

You can pay by BPAY[®] using the details set out at the bottom left of this page (under “Payment Options”). If your payment is being made by BPAY[®] you are not required to return this Entitlement and Acceptance Form, and you will be deemed to have applied for such whole number of New Shares and Additional New Shares (if any) for which you have paid.

(2) payment by cheque(s), bank draft(s) or money order(s)

If you choose this payment method, your cheque(s), bank draft(s) or money order(s) must be made in Australian currency and drawn on an Australian branch of a financial institution. Such payment must be made payable to “St Barbara Offer Account” and crossed ‘Not Negotiable’. Payments that are not properly drawn may be rejected. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Form being rejected. Paperclip (do not staple) your cheque(s) to the Form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded.

Contact details

F

Enter the name of a contact person and telephone number. These details will only be used in the event that Computershare Investor Services Pty Limited (“Share Registry”) has a query regarding this form.

• acknowledge that the information contained in the Retail Information Booklet, and this Entitlement and Acceptance Form is not financial advice or a recommendation that the New Shares are suitable for me/us, given my/our investment objectives, financial situation or particular needs;

represent and warrant (for the benefit of St Barbara, the Lead Manager and their respective affiliates) that I/we have read and understood the Retail Information Booklet and that I/we acknowledge the matters, and make the representations and warranties contained therein;
represent and warrant that the law of any other place does not prohibit me/us from being given the Retail Information Booklet, or from making an application on this Entitlement and Acceptance Form;
represent and warrant (for the benefit of St Barbara, the Lead Manager, and their respective affiliates) that I/we am/are not in the United States and that I/we am/are not a “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)
(“U.S. Person”), and I/we am/are not acting for the account or benefit of, a U.S. Person;
acknowledge that the New Shares and Additional New Shares have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares and Additional New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;
agree not to send this Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States or that is a U.S. Person, or is acting for the account or benefit of a U.S. Person; and

• agree that if in the future I/we decide to sell or otherwise transfer our New Shares or Additional New Shares, in each case, I/we will only do so in transactions where neither I/we nor any person acting on our behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a U.S. Person.

The Directors reserve the right to make amendments to this Form where appropriate.

If you have any enquiries concerning this form or your Entitlement, please contact the Share Registry on (within Australia) 1300 823 855 or (outside Australia) +61 3 9415 4230. CHESS holders must contact their Controlling Participant to notify a change of address.

Lodgement of Acceptance: If you are applying for New Shares and your payment is being made by BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 5.00pm (Melbourne time) on 4 December 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Ensure you have read and accurately followed your banking institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither CIS nor St Barbara accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY[®] are received by this time.

If you are paying by cheque(s), bank draft(s) or money order(s) the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (Melbourne time) on 4 December 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for share holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Payment Options: 1. BPAY 2. Cheque(s), bank draft(s) or money order(s) Made Payable to: Biller Code: 122853 “St Barbara Offer Account” and crossed “Not Negotiable” Entitlement Number: Ref No: 1234 5678 9012 3456 78 Mail to: SAMPLE CUSTOMER Call your bank, credit union or building society to Computershare Investor Services Pty Limited SAMPLE STREET make this payment from your cheque or savings GPO Box 505 SAMPLE STREET account. More info: www.bpay.com.au Melbourne VIC 3001 SAMPLE STREET AUSTRALIA SAMPLE STREET SAMPLETOWN TAS 7000

Privacy Statement: Personal information is collected on this form by CIS, as registrar for share issuers (“the issuer”), for the purpose of maintaining registers of shareholders, facilitating dividend payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing

AI assistant

ST BARBARA LIMITED — Capital/Financing Update 2009

65749_rns_2009-11-16_5b563ecc-6d3c-4cbf-a196-9f82de312578.pdf

St Barbara Limited ABN 36 009 165 066

RETAIL INFORMATION BOOKLET

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

Retail Entitlement Offer Timetable

Tim Lehany Managing Director and Chief Executive Officer

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

Retail Information Booklet

Important information

RETAIL INFORMATION BOOKLET

Letter from the Chairman

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

17 November 2009

Chairman

St Barbara Limited

Entitlement Offer timetable

What should you do?

1. Read this Retail Information Booklet and the Entitlement and Acceptance Form, and seek advice as appropriate

2. Decide what you want to do

3. Apply for New Shares

4. Questions

Contents

Section 1 Overview of the Entitlement Offer

1.1 Entitlement Offer

1.2 Institutional Entitlement Offer

1.3 Retail Entitlement Offer

1.4 Ranking of New Shares

1.5 Reconciliation

1.6 Quotation and trading

1.7 Holding Statements

1.8 Withdrawal of the Entitlement Offer

1.9 Allocation policy

Section 2 How to Apply – Eligible Retail Shareholders

2.1 Eligible Retail Shareholders

2.2 Choices available to Eligible Retail Shareholders

2.3 If you wish to take up all of or part of or more than your Entitlement

2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

2.3.2 Payment via BPAY

2.4 Implications of making an Application

2.5 If you do nothing

Shortfall Placement

2.6 Enquiries

Section 3 Taxation

3.1 Taxation of Entitlement Offer

3.1.1 Offer in respect of Entitlements

3.1.2 Acceptance of Entitlements

3.1.3 Expiration or Lapse of Entitlements

3.1.4 Holding and Disposing of New Shares

3.2 GST

Section 4 Important Information for Shareholders

4.1 No prospectus

4.2 Availability of Retail Information Booklet

4.3 Continuous disclosure

4.4 Not investment advice

4.5 Risks

4.6 No authorisation

4.7 No cooling-off rights

4.8 Foreign jurisdictions - restrictions and limitations

4.9 Underwriting arrangements and fees

4.10 Indemnities

4.11 ASX waivers

4.12 Consents

4.13 Privacy

4.14 Governing law

Glossary

St Barbara Limited

ABN 36 009 165 066

Entitlement Offer

Use of Proceeds

2

Institutional Entitlement Offer

Retail Entitlement Offer

Annexure II – Investor presentation

Important notice and disclaimer

Delivering on Plan

Use of Proceeds

Use of Proceeds

Company Profile

ST BARBARA LIMITED Capital/Financing Update 2009