ST BARBARA LIMITED — Capital/Financing Update 2009

Nov 10, 2009

Equity Raising

11[th] November 2009

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

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Important notice and disclaimer

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.

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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

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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

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Delivering on Plan

The Offer is the logical next step in St Barbara’s strategic development

• Completed strategic review (June 2009)

• Focus on lower cost, higher margin gold production

• Extensive review of all operations focussing on establishing a robust and deliverable business case

• High cost open pit operations have ceased

• Divestment of interest in Bendigo Mining has been completed

• Three year (FY 10 – FY 12) plan on track

• Achieved two consecutive quarters of production at Leonora and Southern Cross in line with expectations

• Production, cash operating costs and capital expenditure on track to meet full year guidance

• 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 completed

• Equity line stand-by facility up to A$50 million available but draw down would be dilutive to shareholders

• The Offer is therefore assessed to best suit St Barbara’s requirements

• Offer proceeds will provide the balance sheet strength to remove financial constraints and position the Company to deliver on strategic objectives including growth

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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

Robust and Deliverable Strategic Plan

Unhedged Producer

Identifiable Internal Growth Opportunities

• Southern Cross planned to produce positive net cash flows in each full year over the three year plan

• � Strategic review has established a platform for future growth

• Focus on lower cost, higher margin production

• Three year plan for existing operations based substantially on current reserves

• � 100% unhedged producer with planned increase in production providing leverage to the gold price � Tower Hill or Tarmoola to provide potential additional feed for Gwalia mill subject to final approval following completion of a feasibility study

• An extensive and highly prospective land bank for brownfields and greenfields exploration

• Offer price represents a:

An opportunity to acquire shares on attractive terms

• 25% discount to last traded price on Tuesday, 10 November 2009

• 23% discount to VWAP

• 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 Post Offer

• Existing cash on hand provides support in funding planned operating and capital expenditure requirements in FY 10 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

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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; and

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

Total Sources and Uses of Funds

A$100 m - A$124 m A$4 m - A$5 m Entitlement Offer Less: Costs of Offer A$96 m - A$119 m Amount Total Sources2 Source	Uses Amount
	Change in working capital1 Tower Hill or Tarmoola development Repayment of the outstanding balance on the convertible notes A$(1) m to A$22 m A$20 m A$77 m
	Total Uses2 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

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Use of Proceeds Pro-Forma Balance Sheet (post equity raising)

Pro forma historical balance sheet ($m)	Pro forma historical balance sheet ($m)
	30 June 2009 Actual	Adjustments	Pro forma	Adjustments	Pro forma
		Sale of Bendigo shares Underwritten raising of $100m		Additional $24.1m raised
Current assets
Cash and cash equivalents	53.7	9.9 95.7	159.3	23.4	182.7
Trade and other receivables Inventories Available-for-sale financial assets Deferred miningcosts	34.9 31.1 13.9 16.2	- - - - (13.9) - - -	34.9 31.1 - 16.2	- - - -	34.9 31.1 - 16.2
Total current assets	149.8	(4.0) 95.7	241.5	23.4	264.9
Non-current assets Property, plant and equipment Deferred mining costs Mine properties Exploration and evaluation	117.6 6.5 185.3 8.2	- - - - - - - -	117.6 6.5 185.3 8.2	- - - -	117.6 6.5 185.3 8.2
Total non-current assets	317.6	- -	317.6	-	317.6
Total assets	467.4	(4.0) 95.7	559.1	23.4	582.5
Current liabilities Trade and other payables Interest bearing borrow ings Provisions	(38.3) (83.6) (5.8)	- - - - - -	(38.3) (83.6) (5.8)	- - -	(38.3) (83.6) (5.8)
Total current liabilities	(127.7)	- -	(127.7)	-	(127.7)
Non-current liabilities Interest bearing borrow ings Provisions	(14.0) (29.2)	- - - -	(14.0) (29.2)	- -	(14.0) (29.2)
Total non-current liabilities	(43.2)	- -	(43.2)	-	(43.2)
Total liabilities	(170.9)	- -	(170.9)	-	(170.9)
Net assets	296.5	(4.0) 95.7	388.2	23.4	411.6
Equity Contributed equity Reserves Accumulated losses	496.2 9.0 (208.7)	- 95.7 (6.7) - 2.7 -	591.9 2.3 (206.0)	23.4 - -	615.3 2.3 (206.0)
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.

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Capital Structure

• An indicative capital structure prior to and post the Offer is presented below:

	Pre Offer	Post Offer (A$100 million)	Post Offer (A$124 million)
Shares on issue	1,493,932,950	1,864,303,320	1,953,604,627
Options on issue1,2	11,619,771	11,619,771	11,619,771
Convertible Notes3,4	A$77,100,000	A$77,100,0005	A$77,100,0005

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

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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

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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

• High level of confidence in being able to deliver to plan

• Extensional drilling at Marvel Loch to underpin resource to reserve conversion

• FY 10 cash flows directed to Gwalia underground development

• Build a reliable and sustainable production platform for FY 11 and beyond

• Gwalia planned to produce strong cash flow in FY 12 and beyond

• net of capital expenditure

• based on A$1,200/oz gold price

• Southern Cross planned to generate positive cash flows

• net of capital expenditure

• based on A$1,200/oz gold price

Planned production

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

250 koz
200
150
100
50
0
FY09A FY10F FY11F FY12F
Leonora S Cross
----- End of picture text -----

• Planned production does not include any potential production from Tarmoola or Tower Hill

Source: St Barbara Three Year Plan, July 2009.

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Company Profile Leonora – Gwalia Operations

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• 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

• Available plant capacity

• Plant recovery at 95%+

• Open at depth

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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.

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** Capital cost to commencement of gold production

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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

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• 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

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Company Profile Southern Cross Operations

• 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

• 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

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Company Profile

Reserves and Resources as at 30 June 2009**

2.6 Moz Ore Reserves

9.5 Moz Mineral Resources

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

Other^ Nevoria,
Tower Hill,
Marvel Loch 58 k oz, 2% 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%
----- End of picture text -----**

^ Other relates to surface stockpiles valued at A$1075/oz.

** See Competent Person Statement contained in Appendix E.

*** Excluding new Tarmoola higher grade underground resources announced on 9 November 2009.

• Other includes Axehandle, GVG Lode 1, Edwards Find, North Edwards Find, Tamarin, Cornishman, New Zealand Gully, Ruapehu, GVG South Bronco, Transvaal, Jaccoletti, Various Stockpiles (Measured), Redwing and Yilgarn Star, McGraths, Kailis, Harbour Lights, Tarmoola stockpile, Royal Arthur Bore, Rainbow (Measured), Gwalia and Tower Hill ROM stockpiles.

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Business Update FY 10 Outlook and Summary

• 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

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Details of the Offer Key Information

	�	4 for 13 Accelerated Non-Renounceable Pro Rata Entitlement Offer to raise up to approximately A$124 million1
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
Institutional Offer	�	2009 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 Excludes expenses of the Offer.

2 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 THE UNITED STATES OR TO US PERSONS

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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

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Details of the Offer What you need to do

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

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

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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

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Appendices

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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.

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Appendix A Key Risks

Environmental and Occupational Health and Safety (OH&S)

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 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 new projects (e.g. Tower Hill, and / or Tarmoola) may adversely impact earnings and operating cash flows.

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; and

• other matters.

Regulatory Risks

There is no assurance that the necessary permits, consents, authorisations and agreements to implement plans can be obtained under conditions or 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.

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Appendix A Key Risks

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 / Furthermore, possible tightening of supply, energy sources and increasing costs of labour and supplies in Western Australia, including the impact of Supplier Risks 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.

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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.

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.

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Appendix A Key Risks

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 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 may affect the economic viability of St Barbara’s operations.

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

St Barbara is exposed to credit risk in the event of non-performance by counterparties to contracts including through cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.

Native Title

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 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.

Hedging Risk

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, 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.

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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.

Acquisition Risk

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. 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.

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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.

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Appendix C

Foreign Jurisdictions - Offer Restrictions

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.

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Appendix C

Foreign Jurisdictions - Offer Restrictions

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).

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

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.

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.

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

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.

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Appendix D JORC – Ore Reserve Statement at 30 June 2009

	Proved	Proved	Proved	Probable	Probable	Probable	Total	Total	Total
Region	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	470	3.7	56	1,810	3.8	221	2,280	3.8	277
Nevoria West	0	0.0	0	500	3.0	48	500	2.9	48
Nevoria Underground	0	0.0	0	1,790	3.7	210	1,790	3.7	210
Other	320	2.5	26	1,130	0.8	30	1,450	1.2	56
Total Southern Cross	790	3.3	82	5,230	3.0	509	6,020	3.1	591
Leonora
Gwalia Deeps	0	0.0	0	5,630	9.1	1,640	5,630	9.1	1,643
Tower Hill	0	0.0	0	2,240	4.7	338	2,240	4.7	338
Other	0	0.0	0	30	1.8	2	30	1.8	2
Total Leonora	0	0.0	0	7,900	7.8	1,980	7,900	7.8	1,983
Total All Regions	790	3.3	82	13,130	5.9	2,489	13,920	5.8	2,574

Source: St Barbara Annual Report 2009. Notes relating to the preparation of the Ore Reserve Statement are contained in the 2009 Annual Report.

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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.

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Appendix E Competent Person Statement

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.

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