ST BARBARA LIMITED — Capital/Financing Update 2009

Nov 10, 2009

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ST BARBARA LIMITED

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

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

Ordinary shares

459,671,677

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

Fully paid ordinary shares

$+$ See chapter 19 for defined terms.

24/10/2005Appendix 3B Page 1

4	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted 'securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they for the next participate dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, interest distribution Or payment	Not applicable
5.	Issue price or consideration	\$0.27 per New Share
6	Purpose of the issue (If issued as consideration for the clearly acquisition of assets, identify those assets)	Net proceeds of the offer will be used to strengthen St Barbara's balance sheet by providing capital for the potential full redemption of convertible notes on 4 June 2010, fund development of Tower Hill or Tarmoola and subject to the offer raising in approximately excess of provide additional working capital	million, \$100
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	27 November 2009 for the New Shares issued under the Institutional Component of the Entitlement Offer. 14 December 2009 for the New Shares issued under the Entitlement Offer.	Retail Component of the
8	Number and + class all of ASX *securities quoted on (including the securities in clause 2 if applicable)	Number 1,953,604,627	+ Class Ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

-9	Number and + class of all
	*securities not quoted on ASX
	(including the securities in
	clause 2 if applicable)

J.

Number	+Class
11,619,771	Unlisted employee options
\$A77,100,000	Notes which are convertible into ordinary shares subject to adjustments in accordance with the Terms and Conditions of the Notes

Dividend policy (in the case of a $\overline{\big| N/A}$ $10$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Is security holder approval ${\bf n}$ required?

$1 \mid$ No

• Is the issue renounceable or non- $\bf 12$ renounceable?
• Ratio in which the ⁺securities 13 will be offered
• ⁺Class of ⁺securities to which the $14$ offer relates
• determine | +Record date to 15 entitlements
• different Will holdings on 16 registers (or subregisters) be aggregated for calculating entitlements?

$\frac{1}{4}$ New Shares for every 13 Existing Shares held on the Record Date

Ordinary shares

Non-renounceable

7pm (AEDT) 16 November 2009

No

Policy for deciding entitlements 17 in relation to fractions

Entitlements will be rounded up or down to the nearest whole number of New Shares

$+$ See chapter 19 for defined terms.

$1/1/2003$

Appendix 3B
New issue announcement

18	Names of countries in which the entity has *security holders who will not be sent new issue documents	All countries except Australia and New Zealand and any other jurisdiction in which it is decided to make offers.
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
		the of
19	οf Closing date for receipt acceptances or renunciations	Institutional Component The Entitlement Offer closes on 12 November 2009.
		The Retail Component of the Entitlement
		Offer closes on 4 December 2009.
20	Names of any underwriters	Macquarie Capital Advisers Limited
21	Amount of any underwriting fee	3.75% of the offer proceeds for
	or commission	underwriting \$100 million of the offer
		plus up to 2.75% of the non underwritten
		component of the Retail entitlement offer.
22	Names of any brokers to the	Not applicable
	issue
23	Fee or commission payable to the	Not applicable
	broker to the issue
24	Amount of any handling fee	Not applicable
	payable to brokers who lodge
	acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on	Not applicable
	*security holders' approval, the
	date of the meeting
26	Date entitlement and acceptance	No prospectus has been produced. An
	form and prospectus or Product	Offer Document and Entitlement and
	Disclosure Statement will be sent	be expected to is Acceptance Form
	to persons entitled	despatched to Eligible Retail Shareholders
		on 20 November 2009
27	If the entity has issued options,	Not applicable
	and the terms entitle option participate on holders to
	exercise, the date on which
	notices will be sent to option
	holders
	Date rights trading will begin (if Not applicable
28

$\frac{1}{2}$

$\ddot{\phantom{a}}$

Appendix 3B Page 4

$1/1/2003$

$\bar{z}$

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

applicable)

Date rights trading will end (if Not applicable 29 applicable)

• How do ⁺security holders sell 30 their entitlements in full through a broker?
• How do $\left\lfloor \frac{1}{2} \right\rfloor$ + security holders sell part of their entitlements $3¹$ through a broker and accept for the balance?

Not applicable

Not applicable

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

Not applicable

+Despatch date $33²$

Same as Item 7

Part 3 - Quotation of securities

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

• Type of securities 34 (tick one)
• Securities described in Part 1
• $(b)$

$(a)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, examples result to see the case of the example period, partly paid securities and become rully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible secur

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the securities are equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders
30	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over
37	A copy of any trust deed for the additional +securities

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

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

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

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

Example: In the case of restricted securities, end of restriction period $% \left\vert \left( \mathbf{r},\mathbf{r}_{1}\right) \right\rangle$

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

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

Number	+ Class

$+$ See chapter 19 for defined terms.

1/1/2003

Quotation agreement

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

. . . . . . . . . . . . . . . . . . .

Sign here:

Date: 11 November 2009

br/Company secretary)

Print name:

$=$ $=$ $=$ $=$ $=$ $=$ $=$

Appendix 3B Page 8

$1/1/2003$

⁺ See chapter 19 for defined terms.