ST BARBARA LIMITED — Capital/Financing Update 2012

Jun 28, 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

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

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

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

Fully paid ordinary shares

$\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued

Approximately 163,454,731 fully paid ordinary shares in St Barbara Limited ("St Barbara Consideration Shares") to be 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 joint ASX announcements made by St Barbara Limited and Allied Gold on 29 June 2012 (the "ASX Announcements"). The issue of the St Barbara Consideration Shares will be conditional on, inter alia, certain approvals by Allied Gold shareholders and the sanction of the Scheme by the Court, as described in the ASX Announcements. The final number of St Barbara Consideration Shares to be issued will be notified to ASX following the effective date of the Scheme. See ASX Announcements for further details.

• See chapter 19 for defined terms.

$\overline{3}$ Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Do the +securities rank equally in all $\boldsymbol{A}$ 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
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Transfer of the Allied Gold shares under the Scheme.

The St Barbara Consideration Shares will be issued as consideration under the Scheme for the acquisition by St Barbara Limited of all of the ordinary shares of Allied Gold. The issue of the St Barbara Consideration Shares will be conditional on, inter alia, certain approvals by Allied Gold shareholders and the sanction of the Scheme by the Court, as described in the ASX Announcement.

paid ordinary shares on issue.

The St Barbara Consideration Shares will rank equally with the existing St Barbara Limited fully paid ordinary shares on issue.

The St Barbara Consideration Shares to be

issued under the Scheme will be on the same

terms as the existing St Barbara Limited fully

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

Expected to be in the third quarter of 2012. The final date will be advised in the final Appendix 3B.

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

Number	+ Class
324,620,389$+ 163,454,731$	Fully paid ordinaryshares.
488,075,120

$\bar{z}$

+ See chapter 19 for defined terms.

		Number	+ Class
9	+ classNumber-ofalland*securities not quoted on ASX(including the securities in clause 2if applicable)	4,033,567	Unlisted employeeoptions
		1,625,915	Performance rights
10	Dividend policy (in the case of a	The St Barbara Consideration Shares will rank
	trust, distribution policy) on theincreased capital (interests)	equally with the existing St Barbara Limitedfully paid ordinary shares on issue.

Part 2 - Bonus issue or pro rata issue

11	holdersecurityapprovalIsrequired?	Not applicable
12	Is the issue renounceable or non-renounceable?	Not applicable
13	Ratio in which the + securities willbe offered	Not applicable
14	+ Class of + securities to which theoffer relates	Not applicable
15	determine+ Recorddatetoentitlements	Not applicable
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	Not applicable
17	Policy for deciding entitlements inrelation to fractions	Not applicable
18	Names of countries in which theentity has + security holders who willnot be sent new issue documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Not applicable
19	οfClosingdateforreceiptacceptances or renunciations	Not applicable

• See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee orcommission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amount of any handling fee payableto brokers who lodge acceptancesrenunciationsbehalf ofonor*security holders	Not applicable
25	If the issue is contingenton*security holders' approval, the dateof the meeting	Not applicable
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	Not applicable
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to option$\cdot$ holders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do + security holders sell theirentitlementsin fullthroughabroker?	Not applicable
31	How do + security holders sell partof their entitlements through abroker and accept for the balance?	Not applicable

• See chapter 19 for defined terms.

$\mathbb{R}^3$

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

Not applicable

33 +Despatch date

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)
• Securities described in Part 1 $(a)$
• $(b)$ 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 convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 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)

38 Number of securities for which +quotation is sought

Not applicable

Not applicable

Not applicable

• 39 Class of *securities for which quotation is sought
• 40 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
• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

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

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

Not applicable

+Class Number Not applicable Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 7

Quotation agreement

• $\mathbf{1}$ *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 $\bullet$ 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 bable 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 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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

Sign here:

Date: $2\varphi$ June 2012

Print name: Ross Kennedy

$\frac{1}{2}$

Company secretary

• See chapter 19 for defined terms.