ST BARBARA LIMITED — Capital/Financing Update 2012

Sep 12, 2012

St Barbara Limited ACN 009 165 066 Level 10, 432 St Kilda Road, Melbourne VIC 3004 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999 www.stbarbara.com.au

To conclude the combination with Allied Gold Mining Plc, Allied Gold shareholders have been issued with St Barbara shares pursuant to the Scheme of Arrangement and will be paid cash consideration due under the Scheme today.

The Company's issued capital is:

Total ordinary shares on issue as at today 488,074,077

The corresponding Appendix 3B is attached.

Ross Kennedy Executive General Manager Corporate Services Company Secretary 13 September 2012

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
--------------------	--

ARN

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Fully paid ordinary shares

• $\overline{2}$ Number of ⁺securities issued or to 163,453,688 fully paid ordinary shares in St be issued (if known) or maximum Barbara Limited ("St Barbara Consideration number which may be issued Shares") issued under the scheme of arrangement between Allied Gold Mining Plc ("Allied Gold") and the holders of Allied Gold ordinary shares (the "Scheme") as described in the Explanatory Statement dated 18 July 2012 ("Explanatory Statement").
• Principal terms of the ⁺securities (eg, 3 if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates payment; if ⁺convertible for securities, the conversion price and dates for conversion)

The St Barbara Consideration Shares issued under the Scheme are on the same terms as the existing St Barbara Limited fully paid ordinary shares on issue.

⁺ See chapter 19 for defined terms.

$\overline{4}$ Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted +securities?

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

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

5 Issue price or consideration Transfer of the Allied Gold shares under the Scheme.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The St Barbara Consideration Shares issued as consideration under the Scheme for the acquisition by St Barbara Limited of all of the ordinary shares of Allied Gold.

$\overline{7}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

After close of trade on ASX on 12 September 2012

8 Number and ⁺class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
324,620,389	Fully paid ordinary
$+ 163,453,688$	shares.
488,074,077

⁺ See chapter 19 for defined terms.

		Number	+Class
9	Number + class and all – of *securities not quoted on ASX (including the securities in clause 2)	1,955,263	Unlisted employee options
	if applicable)	3,687,483	Performance rights
10	Dividend policy (in the case of a trust, distribution policy) on the ナー・コード しょうほうしん けんしょうしょう しんこうしん	The St Barbara Consideration Shares will rank equally with the existing St Barbara Limited

fully paid ordinary shares on issue.

Part 2 - Bonus issue or pro rata issue

increased capital (interests)

11	holder approval security Is. required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the + securities will be offered	Not applicable
14	+ Class of + securities to which the offer relates	Not applicable
15	+Record determine date to entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable
19	of Closing date for receipt acceptances or renunciations	Not applicable

• See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances on behalf renunciations of or *security holders	Not applicable
25	the issue is contingent If on *security holders' approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if applicable)	Not applicable
30	How do *security holders sell their entitlements in full through a broker?	Not applicable
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

• 32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date

Not applicable

Not applicable

Part 3 - Quotation of securities

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

34 Type of securities (tick one)

$(a)$ Securities described in Part 1

$(b)$

All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of conve

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 +securitie® s, and the number and percentage of additional *securities held by those holders
36	If the + securities are + equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100.001$ and over
37	A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

Number of securities for which 38 Not applicable ⁺quotation is sought 39 Class of ⁺securities for which Not applicable quotation is sought 40 Do the ⁺securities rank equally in all Not applicable 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class Number and ⁺class of all ⁺securities 42 Not applicable Not applicable quoted on ASX (including the

• See chapter 19 for defined terms.

securities in clause 38)

Quotation agreement

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the tsecurities 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: 12 September 2012 Company secretary

Print name: Ross Kennedy

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• See chapter 19 for defined terms.