ST BARBARA LIMITED — Capital/Financing Update 2012

Jul 2, 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

==> picture [162 x 174] intentionally omitted <==

==> picture [162 x 78] intentionally omitted <==

==> picture [163 x 143] intentionally omitted <==

Waiver from ASX Listing Rule 7.1

Further to St Barbara's announcement of its offer to acquire Allied Gold Mining Plc on 29 June 2012, St Barbara has received notification that ASX Limited granted St Barbara a waiver from Listing Rule 7.1 on 29 June 2012.

The waiver confirms that it is not necessary for St Barbara to obtain the approval of its shareholders to acquire Allied Gold.

==> picture [118 x 48] intentionally omitted <==

Ross Kennedy

Executive General Manager Corporate Services Company Secretary 3 July 2012

==> picture [161 x 242] intentionally omitted <==

==> picture [105 x 95] intentionally omitted <==

ASX Compliance Pty Ltd ABN 26 087 780 489 Level 4 North Tower 525 Collins Street Melbourne VIC 3000

GPO Box 1784 Melbourne VIC 3001

29 June 2012

Telephone 61 3 9617 8770 Facsimile 61 3 9614 0303 www.asx.com.au

Phoebe Berridge Ashurst MELBOURNE

By email only

Dear Phoebe

St Barbara Limited (the “Company”)

I refer to your letter of 29 June 2012 requesting on behalf of the Company a waiver from listing rule 7.1 to the proposed transaction to acquire Allied Gold plc (the “Transaction”). ASX has considered the application and decided as follows.

DECISION

1. Based solely on the information provided, ASX Limited (“ASX”) grants St Barbara Limited (the “Company”) a waiver from listing rule 7.1 to the extent necessary to permit the Company to issue shares to Allied Gold plc (Allied Gold) shareholders (and any nominee in respect of a nominee share sale facility) as scheme consideration pursuant to a proposed scheme of arrangement between Allied Gold and its shareholders under the Companies Act 2006 (UK) (the “Scheme”), without obtaining the approval of holders of the Company‟s ordinary securities.

2. ASX has considered listing rule 7.1 only and makes no statement as to the Company‟s compliance with other listing rules.

BASIS FOR DECISION

Listing rule 7.1

Underlying Policy

1. Dilution of holdings – approval of existing security holders required where further issues of securities will significantly dilute their holdings – practical operation is to provide greater protection to smaller holders against dilution – limit on securities that may be issued without security holder approval fixed at 15% of the securities on issue 12 months earlier.

S:\MELBOURNE COMPANIES\MEL-Code S-T\SBM\SBM2012 06 29L-ap.doc

Page 1 of 2

Present Application

1. Company undertaking merger with a UK-incorporated company by way of the UK company undertaking a scheme of arrangement under UK Companies Act 2006 – broadly equivalent to scheme of arrangement under Corporations Act – issues of securities made as scheme consideration to „target‟ shareholders where target is Australian incorporated entity that undertakes a scheme of arrangement under Corporations Act are not required to be approved by shareholders, under exception 5 of listing rule 7.2 – UK scheme process is substantially similar to Australian scheme – rationale for the exception in listing rule 7.2 exception 5 is equally applicable where target is foreign incorporated entity and the merger process substantially similar – waiver granted.

Yours sincerely

Sent electronically without signature

Alexandra Pigdon Adviser Listings, Melbourne

Page 2 of 2