ST BARBARA LIMITED — Capital/Financing Update 2009

Nov 10, 2009

St Barbara Limited ABN 36 009 165 066

11 November 2009

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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

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• 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.

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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 information.